Massachusetts-Sharon-28 South Main Street Lease - 28 South Main Street Realty Trust d/b/a Koss Development and The Working Values Group Ltd.
COMMERCIAL LEASE
1. PARTIES/PROPERTY.
1.1. PARTIES 28 South Main Street Realty Trust, D/B/A Koss Development,
"LESSOR", does hereby lease to The Working Values Group. Ltd. "LESSEE" the
following described premises. The terms LESSOR and LESSEE shall include their
respective heirs, successors and assigns where the context permits.
1.2. PROPERTY. The "Premises" shall consist of certain free standing
"Building" located at 28 South Main Street Rear Sharon, Massachusetts. Refer to
diagram.
1.3. Deleted
1.4. ACCESS. The Building shall be open and access to the Premises shall be
freely available, subject to interruption due to causes beyond LESSOR's control.
LESSEE acknowledges that, in all events, LESSEE is responsible for providing
security to the Premises and its own personnel, and LESSEE shall indemnify,
defend with counsel of LESSOR's selection, and save LESSOR harmless from any
claim for injury to person or damage to property asserted by any personnel,
employee, guest, invitee or agent of LESSEE which is suffered or occurs in or
about the Premises or in or about the Building by reason of the act of an
intruder or any other person in or about the Premises or the Building.
2. TERM. The term of this lease shall be for 3 Years, commencing on March 1,
2003 and ending on March 1, 2006.
3. RENT
3.1. BASIC RENT. The LESSEE shall pay to the LESSOR basic rent at the rate of
sixteen thousand eight hundred ($16,800) Dollars per year, payable in advance in
monthly installments, on the first of each month, of One thousand four hundred
($1,400) Dollars, without demand, setoff, or deduction. **NOTE** SEE ATTACHED
ADDENDUM SUBJECT TO CHANCE BASED ON CONSTRUCTION COSTS.
3.2. ADDITIONAL RENT. In addition, all monies required to be paid by LESSEE
hereunder including as applicable, but without limitation, payments for taxes,
shall be considered additional rent ("Additional Rent"). LESSEE shall pay
Additional Rent no later than the times prescribed by the applicable provisions
of this lease, and in any event no later than ten (10) days after written notice
from LESSOR. LESSEE WILL PAY ITS PRO RATA SHARE OF 30% OF ANY INCREASES IN REAL
ESTATE TAXES ON THE ENTIRE PROPERTY ABOVE THE FISCAL YEAR 2002 BASE SUCH AMOUNTS
TO BE PAID ON DEMAND TO LESSOR.
4. SECURITY DEPOSIT. Upon the execution of this lease, the LESSEE shall pay
to the LESSOR the amount of Three thousand five hundred dollars($3,500, first
month $700.00 per our agreement, Last month, Security)which shall be held in a
non-segregated account as a security for the LESSEE's performance as herein
provided and refunded to the LESSEE at the end of this lease subject to the
LESSEE's satisfactory compliance with the terms hereof.
5. UTILITIES.
5.1. LESSEE. The LESSEE shall pay, as they become due, all bills for
electricity and other utilities (whether they are used for furnishing heat or
other purposes) that are furnished to the Premises and separately metered.
5.2. DELETE
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5.3. ADDITIONAL UTILITIES. LESSOR shall have no obligation to provide
utilities or equipment other than the utilities and equipment within the
Premises as of the date of this lease. In the event LESSEE requires additional
utilities or equipment, installation and maintenance shall be the LESSEE's sole
obligation, provided that such installation shall be subject to the prior
written consent of the LESSOR which may be given or withheld in LESSOR's
discretion. All such installed utilities, and the components, conduits,
connections and the like, shall not then be removed from the Premises without
LESSOR's like consent, and at lease termination will become LESSOR's property
unless removal is ordered by LESSOR. In that event, LESSEE will restore the
Premises to its same or better condition as prior to installation.
6. USE.
6.1. SPECIFIC USE. The LESSEE shall use the Premises only for the purposes of
Consulting Business/General Office
6.2. LIMITATIONS. The LESSEE acknowledges that no trade or occupation shall be
conducted on the Premises which is unlawful, improper, noisy or offensive, or
contrary to any law or any municipal bylaw or ordinance in force in the Town of
Sharon. The LESSEE shall not permit any use of the Premises which will make
voidable any insurance on the property of which the Premises are part, or on the
contents of said property or which shall be contrary to any law or regulation
from time to time established by the New England Fire Insurance Rating
Association, or any similar body succeeding to its powers. The LESSEE shall on
demand reimburse the LESSOR, and all other tenants all extra insurance premiums
caused by the LESSEE.
6.3. SIGNS. LESSEE shall not place on the exterior of exterior walls
(including both interior and exterior surfaces of windows and doors) or on any
part of the Building outside the Premises, any sign, symbol, advertisement or
the like visible to public view outside of the Premises except for a sign on the
door of the Premises of the type commonly and customarily found in first-class
office buildings for the purpose of identifying and locating the Premises, which
sign shall always be subject to the prior approval of LESSOR. LESSOR has
established standards for such signs and LESSEE agrees to conform to the same
and to submit for LESSOR's prior approval a plan or sketch of the sign to be
placed on such entry doors. Without limitation, lettering on windows and window
displays are expressly prohibited. LESSEE shall insure that all laws, rules and
regulations relating to signs are complied with. Two forms of signs will be
permitted subject to design review, One at street level, One on Building.
7. LESSOR REPAIR OBLIGATIONS. The LESSOR agrees to maintain the Building in
the same condition as it is at the commencement of the term or as it may be put
in during the term of this lease, reasonable wear and tear, damage by fire and
other casualty only excepted, unless to the extent such maintenance is required
because of the actions of LESSEE, its agents, representatives, invitees, guests,
business invitees, or others for whose conduct the LESSEE is legally
responsible. LESSOR shall in no event be responsible for the condition of glass
in or about the Premises or the door(s) to the Premises.
8. LESSEE REPAIR OBLIGATIONS. LESSEE shall maintain the leased premises in
good, clean. and safe condition, and shall on the expiration of this lease, or
sooner termination thereof return the leased premises in the same condition as
received by LESSEE on the commencement Date, reasonable wear and tear only
excepted. The Lessee is responsible for general repair and maintenance on HVAC,
plumbing up to $500.00 annually.
8.1. INSPECTION. LESSEE acknowledges that it has had prior to execution of
this lease the opportunity to inspect the entire Premises and it is not relying
on any representations, expressed or implied, as to its condition.
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8.2. REPAIRS. LESSEE agrees that LESSEE will keep the Premises neat and clean
and maintain in good order, condition and repair, excepting only those repairs
for which LESSOR is responsible (including all glass in windows and doors and
the doors themselves) under the terms of this lease and damage by fire or other
insured casualty, and shall surrender the Premises at the end of the term in
such condition. Without limitation, LESSEE shall maintain and use the Premises
in accordance with all applicable laws, ordinances, governmental rules and
regulations, directions and orders of officers of governmental agencies having
jurisdiction and in accordance with the requirements of LESSOR's and/or LESSEE's
insurers, and shall, at LESSEE's own expense, obtain and maintain in effect all
permits, licenses and the like required by applicable law. LESSEE shall not
permit or commit any waste, and LESSEE shall be responsible for the cost or
repairs which may be made necessary by reason of damage to any areas in the
Building, including the Premises, by LESSEE, LESSEE's contractors or LESSEE's
agents, employees or invitees, or anyone claiming by, through or under LESSEE.
8.3. ALTERATIONS. The LESSEE shall not make structural alterations or
additions to the Premises, but may make non-structural alterations provided the
LESSOR consents in advance thereto in writing, which consent may be given or
withheld in LESSOR's discretion. All such allowed alterations shall be at
LESSEE's expense and shall be in quality at least equal to the present
construction. LESSEE shall not permit any mechanics' liens, or similar liens, to
remain upon the Premises for labor and material furnished to LESSEE or claimed
to have been furnished to LESSEE in connection with work of any character
performed or claimed to have been performed at the direction of LESSEE and shall
cause any such lien to be released of record without cost to LESSOR. Any
alterations or improvements made by the LESSEE shall, at LESSOR's written
election, become the property of the LESSOR at the termination of occupancy as
provided herein. If not, then LESSEE shall at its expense restore the Premises
to its prior condition or better.
9. SUBLEASE/ASSIGNMENT. The LESSEE shall be allowed to assign or sublet the
whole or any part of the Premises with LESSOR's prior written consent, which
shall not be unreasonably withheld. Notwithstanding such consent, LESSEE shall
remain liable to LESSOR for the payment of all Basic and Additional Rent and for
the full performance of the covenants and conditions of this lease. An
assignment to SmartPros Ltd. will be approved as an acceptable assignee up to
July 1st , 2003.
10. SUBORDINATION. This lease shall be subject and subordinate to any and all
mortgages, deeds of trust and other instruments in the nature of a mortgage, now
or at any time hereafter a lien or liens on the property of which the Premises
are a part and the LESSEE shall, when requested, promptly execute and deliver
such written instruments as shall be necessary to show the subordination of this
lease to said mortgages, deeds of trust or other such instruments in the nature
of a mortgage.
11. ENTRY. The LESSOR or agents of the LESSOR may, at reasonable times, enter
to view the Premises and may remove placards and signs not approved and affixed
as herein provided, and undertake maintenance and make repairs and alterations
as LESSOR should elect to do and may show the Premises to others, and at any
time within three (3) months before the expiration of the term, may affix to any
suitable part of the Premises a notice for letting or selling the Premises or
Building and keep the same affixed without hindrance or molestation.
12. INDEMNITY/INSURANCE.
12.1. LESSEE INDEMNITY. To the maximum extent this agreement may be made
effective according to law, LESSEE agrees to indemnify and save harmless LESSOR
from and against all claims of whatever nature arising from any act, omission or
negligence of LESSEE, or LESSEE's contractors, licensees, invitees, agents,
servants or employees, or arising from any accident, injury or damage whatsoever
caused to any person, or to the property of any person, until the end of the
lease term and thereafter, so long as LESSEE is in occupancy of any part of the
Premises, within the Premises, or
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arising from any accident, injury, or damage occurring outside of the Premises,
where such accident, damage or injury results or is claimed to have resulted
from an act or omission on the part of LESSEE or LESSEE's agents, employees,
independent contractors or invitees.
This indemnity and hold harmless agreement shall include indemnity against all
costs, expenses and liabilities incurred in or in connection with any such claim
or proceeding brought thereon, inclusive or attorney fees and (or) costs, and
the defense thereof.
12.2. DELETE
12.3. PUBLIC LIABILITY INSURANCE. LESSEE agrees to maintain in full force and
effect from the date on which LESSEE first enters the Premises a policy of
Comprehensive General Liability insurance in accordance with the broadest form
of such coverage as is available from time to time in the jurisdiction in which
the Premises are located. The minimum limits of liability of such insurance
shall be $1 million per occurrence, Bodily Injury Liability (including death),
and $250,000 per occurrence, Property Damage Liability, or shall be for such
higher limits, if directed by LESSOR, as are customarily carried in that area in
which the Building is located upon property similar to the Building. The policy
shall also include, but shall not be limited to, the following extensions of
coverage: (i) Contractual Liability, covering LESSEE's liability assumed under
this lease; (ii) Personal Injury Liability in the amount of $1 million annual
aggregate, expressly deleting the exclusion relating to contractual assumption
of liability; (iii) Civil Assault and Battery coverage.
LESSEE agrees that LESSOR will be named as additional insured. Further, all
policies shall be noncancelable and nonamendable with respect to LESSOR without
30 days' prior written notice to LESSOR. A duplicate original or a Certificate
of Insurance evidencing the above agreements shall be delivered to LESSOR upon
the execution of this lease.
12.4. LESSEE'S RISK. To the maximum extent this agreement may be made effective
according to law, LESSEE agrees to use and occupy the Premises and to use such
other portions of the Building as LESSEE is herein given the right to use at
LESSEE's own risk; and LESSOR shall have no responsibility or liability for any
loss of or damage to fixtures or other personal property of LESSEE for any
reason whatsoever. The provisions of this Section shall be applicable from and
after the execution of this lease and until the later end of the end of the
lease term, or the end of LESSEE's occupancy.
12.5. INJURY CAUSED BY THIRD PARTIES. To the maximum extent this agreement may
be made effective according to law, LESSEE agrees that LESSOR shall not be
responsible or liable to LESSEE, or to those claiming by, through or under
LESSEE, for any loss or damage that may be occasioned by or through the acts or
omissions of persons occupying adjoining premises or any part of the Premises
adjacent to or connecting with the Premises or any part of the Building, or
otherwise or for any loss or damage resulting to LESSEE or those claiming by,
through or under LESSEE, or its or their property, from the breaking, bursting,
stopping or leaking of electric cables and wires, water, gas, sewer or steam
pipes, and from roof leaks and the like.
13. LOSS. Should a substantial portion of the Premises, or of the Building or
property of which they are a part, be substantially damaged by fire or other
casualty, or be taken by eminent domain, the LESSOR may elect to terminate this
lease. When such fire, casualty, or taking renders the Premises substantially
unusable for their use permitted under this lease, a just and proportionate
abatement of rent shall be made (but not in the event such fire is the result of
the act or neglect of LESSEE or those it is responsible for), and the LESSEE may
elect to terminate this lease if: (a) The LESSOR fails to give written notice
within thirty (30) days of its intention to restore Premises, or (b) The LESSOR
fails to restore the Premises to a condition substantially suitable for their
intended use within ninety (90) days of said fire, casualty or taking.
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The LESSOR reserves, and the LESSEE grants to the LESSOR, all rights which the
LESSEE may have for damages or injury to the Premises for any taking by eminent
domain, except for damage to the LESSEE's fixtures, property, or equipment.
14. DEFAULT.
14.1. EVENTS OF DEFAULT. The following shall constitute an "Event of Default":
(a) The LESSEE shall default in the payment of any installment of
Basic Rent or Additional Rent or other sum herein specified and
such default shall continue for ten (10) days after the payment
due date; or
(b) The LESSEE shall default in the observance or performance of any
other of the LESSEE's covenants, agreements, or obligations
hereunder and such default shall not be corrected within twenty
(20) days after written notice thereof; or
(c) The LESSEE shall be declared bankrupt or insolvent according to
law, or, if any assignment shall be made of LESSEE's property for
the benefit of creditors; or
(d) Execution by LESSEE of an instrument purporting to assign LESSEE's
interest under this lease or sublet the whole or a portion of the
Premises to a third party without LESSEE having first obtained
LESSOR's prior express written consent to said assignment or
subletting.
14.2. REMEDIES. Should an Event of Default occur, the LESSOR shall have the
right thereafter, notwithstanding any license or former breach or waiver, and
with or without notice or demand, to reenter and take complete possession of the
Premises after a period of 10 days to cure the issue, to declare the term of
this lease ended, and remove the LESSEE's effects, without prejudice to any
remedies which might be otherwise used for arrears of rent or other default. The
LESSEE shall indemnify the LESSOR against all loss of rent and other payments
which the LESSOR may incur by reason of such termination during the residue of
the term. If the LESSEE shall default, after reasonable notice thereof, in the
observance or performance of any conditions or covenants on LESSEE's part to be
observed or performed under or by virtue of any of the provisions in any article
of this lease, the LESSOR, without being under any obligation to do so and
without thereby waiving such default, may remedy such default for the account
and at the expense of the LESSEE.
14.3. RELETTING. In the event the Premises are relet by LESSOR, LESSEE shall be
entitled to a credit in the net amount of rent received by LESSOR in reletting,
after deduction of an expenses incurred in reletting the Premises (including,
without limitation, remodeling costs, attorney fees, brokerage fees, and the
like, and in collecting the rent). It is specifically understood and agreed that
LESSOR shall be entitled to take into account in connection with any reletting
of the Premises all relevant factors and LESSEE hereby waives, to the extent
permitted by applicable law, any obligation LESSOR may have to mitigate LESSEE's
damages in any particular manner.
14.4. GUARANTY /CUMULATIVE NATURE. If this lease shall be guaranteed on behalf
of LESSEE, all of the foregoing provisions of this Article with respect to
bankruptcy of LESSEE, etc., shall be deemed to read "Tenant or the guarantor
hereof'. Each right and remedy of LESSOR provided for in this lease shall be
cumulative and shall be in addition to every other right or remedy provided for
in this lease not now or hereafter existing at law or in equity or by statute or
otherwise, and the exercise or beginning of the exercise by LESSOR of any one or
more of the rights or remedies provided for in this lease or now or
<PAGE>
hereafter existing at law or in equity or by statute or otherwise shall not
preclude the simultaneous or later exercise by LESSOR of any or all other rights
or remedies provided for in this lease or now or hereafter existing at law or in
equity or by statute or otherwise.
14.5. INTEREST. If any payment of rent or any other payment payable hereunder
by LESSEE to LESSOR shall not be paid when due, the same shall bear interest
from the date when the same was payable until the date paid at the lesser of (a)
eighteen percent (18%) per annum, compounded monthly, or (b) the highest lawful
rate of interest which LESSOR may charge to LESSEE without violating any
applicable law.
14.6. COSTS. Without limiting any of LESSOR's rights and remedies hereunder,
and in addition to all other amounts LESSEE is otherwise obligated to pay, it is
expressly agreed that LESSOR shall be entitled to recover from LESSEE all costs
and expenses, including reasonable attorneys' fees incurred by LESSOR in
enforcing this lease from and after LESSEE's default.
14.7. LESSOR'S DEFAULT. Landlord shall in no event be in default in the
performance of any of LESSOR's obligations hereunder unless and until LESSOR
shall have failed to perform such obligations within thirty (30) days, or such
additional time as is reasonably required to correct any such default, after
written notice by LESSEE to LESSOR property specifying wherein LESSOR has failed
to perform any such obligation.
15. NOTICES. Any notice from the LESSOR to the LESSEE relating to the
Premises or to the occupancy thereof, shall be deemed duly served, if left at
the Premises addressed to the LESSEE, or if mailed to the Premises, registered
or certified mail, return receipt requested, postage prepaid, addressed to the
LESSEE. Any notice from the LESSEE to the LESSOR relating to the Premises or to
the occupancy thereof, shall be deemed duly served, if mailed to the LESSOR by
registered or certified mail, return receipt requested, postage prepaid,
addressed to the LESSOR at 630 Park Street, Stoughton, MA 02072, or at such
address as the LESSOR may from time to time advise in writing, and in every
event with a copy to Attorney Thomas J. Percy 4 Court Street, Taunton MA 02780.
16. LEASE TERMINATION. The LESSEE shall at the expiration or other
termination of this lease remove all LESSEE's goods and effects from the
Premises, and otherwise deliver it in the condition required under the terms of
this lease, in the same condition as at the date hereof, damage by fire or other
insured casualty only excepted. In the event of the LESSEE's failure to remove
any of LESSEE's property from the premises LESSOR is hereby authorized, without
liability to LESSEE for loss or damage thereto, and at the sole risk of LESSEE,
to remove and store any of the property at LESSEE's expense, or retain same
under LESSOR's control or to sell at pubic or private sale, without notice any
or all of the property not so removed and to apply the net proceeds of such sale
to the payment of any sum due hereunder, or to destroy such property.
17. HAZARDOUS WASTE. LESSEE and those for whom LESSEE is legally responsible,
shall not use, maintain, generate or bring into the Premises or the Building or
transport or dispose of on or from the Premises, whether through the sewer,
septic system, or into the ground or by removal of site or otherwise, any
hazardous or toxic materials (as defined by federal, state and municipal law and
regulations). LESSEE shall prevent its agents, servants, employees, contractors,
suppliers, licensees, and invitees from doing or accomplishing any such act.
LESSEE shall bear the responsibility for being informed or those substances
which constitute such hazardous or toxic materials. Any breach of the provisions
hereof shall be a breach and default of a material obligation hereunder, and
LESSOR shall have all rights and remedies provided herein for LESSEE's defaults.
Notwithstanding anything else contained herein to the company, LESSOR hereby
reserves the right from time to time (after reasonable prior written notice,
which need not be in writing and need not be given in the event of an
emergency), to enter the Premises and (at any time and without such notice), to
cause LESSOR's agents, servants, employees, outside consultants and engineers to
inspect in order to determine the presence or
<PAGE>
existence of hazardous or toxic materials therein or thereon. As used in this
subsection, the term "inspect" shall mean, without limitation, such physical
inspections and other tests or examinations as LESSOR or its agents, consultants
and engineers may deem necessary in their sole discretion. In the event such
inspection reveals the presence or existence of hazardous or toxic materials
therein or thereon and such presence or existence is attributable to the acts or
omissions of LESSEE or those for whom LESSEE is legally responsible or is a
breach of LESSEE's obligations hereunder, then without limiting any other right
or remedy available to LESSOR under this lease at law or in equity, LESSEE shall
immediately pay to LESSOR, as additional rent hereunder, LESSOR's costs and
expenses incurred with respect to said inspection. Any such inspection shall be
done so as to minimize interference with the LESSEE's operations.
Notwithstanding anything else contained herein, in the event of a breach of the
foregoing LESSEE obligations, LESSEE shall Indemnify and hold harmless LESSOR
and the LESSOR's employees, agents, officers, and directors from and against any
and all costs, claims, losses, liabilities, settlements, damages and expenses
(including, without limitation, costs of environmental clean-up, attorney's fees
and costs of litigation) of whatever kind, nature and/or description, known or
unknown, contingent or otherwise arising out of or in any way relating to any
past, present or future violation of any environmental law applicable at any
time to, or arising out of or in any way relating to the enforcement of any
environmental law with respect to the leased property. The LESSEE's
representations, warranties, obligations and liabilities under this Section
shall survive the termination of this lease.
18. WAIVER/LESSOR PAYMENTS. Failure on the part of LESSOR to complain of any
action or nonaction on the part of LESSEE, no matter how long the same may
continue, shall never be a waiver by LESSOR of any of the LESSEE's right
hereunder. Further, no waiver at any time of any of the provisions hereof by
LESSOR shall be construed as a waiver of any of the other provisions hereof, and
a waiver at any time of any of the provisions hereof shall not be construed as a
waiver at any subsequent time of the same provisions. The consent or approval of
LESSOR to or of any action by LESSEE requiring such consent or approval shall
not be construed to waive or render unnecessary LESSOR's consent or approval to
or of any subsequent similar act by the LESSEE. Further, no payment by LESSEE or
acceptance by LESSOR of a lesser amount than shall be due from LESSEE to LESSOR
shall be treated otherwise than as a payment on account. The acceptance by
LESSOR of a check for a lesser amount with an endorsement or statement thereon,
or upon any letter accompanying such check that such lesser amount is payment in
full, shall be given no effect, and LESSOR may accept such check without
prejudice to any other rights or remedies which LESSOR may have against LESSEE.
In no event shall LESSEE ever be entitled to receive interest upon, or any
payments on account of earnings or profits derived from any payments by LESSEE
to LESSOR.
19. COVENANT OF QUIET ENJOYMENT. LESSEE, subject to the terms and provisions
of this lease, upon payment of the Basic and Additional Rent and other charges
due hereunder and the observing. keeping and performing of all of the terms and
provisions of this lease on LESSEE's part to be observed, kept and performed,
shall lawfully, peaceably and quietly have, hold, occupy and enjoy the Premises
during the term hereof, without hindrance or ejection by any persons lawfully
claiming under LESSOR to have title to the Premises superior to LESSEE (but see
Section on Subrogation); the foregoing covenant of quiet enjoyment is in lieu of
any other covenant, expressed or implied. Further, LESSEE specifically agrees to
look solely to LESSOR's then equity interest in the Building at the time owned,
or in which LESSOR holds an interest as ground lessee, for recovery of any
judgment from LESSOR. IT IS SPECIFICALLY AGREED THAT LESSOR SHALL NEVER BE
PERSONALLY LIABLE FOR ANY SUCH JUDGMENT, OR FOR THE PAYMENT OF ANY MONETARY
OBLIGATION TO LESSEE, IN NO EVENT SHALL, LESSOR EVER BE LIABLE TO LESSEE FOR ANY
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES SUFFERED BY LESSEE FROM WHATEVER
CAUSE.
20. INVALIDITY OF PARTICULAR PROVISIONS; JOINT LIABILITY; NO IMPLIED CONSENT
TO ASSIGNMENT. If any term or provision of this lease or the application thereof
to any person or circumstance shall, to any extent, be invalid or unenforceable,
the remainder of this lease, or the application of such term or
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provision to persons or circumstances other than those as to which it iS held
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this lease shall be valid and enforceable to the fullest extent
permitted by law. If two or more persons are named as LESSEE herein, each of
such persons shall be jointly and severally liable for the obligations of the
LESSEE hereunder. and LESSOR may proceed against anyone without first having
commenced proceedings against any other of them. Each term and each provision of
this lease to be performed by LESSEE shall be construed to be both a covenant
and a condition. The reference contained to successors and assigns of LESSEE is
not intended to constitute a consent to assignment by LESSEE, but has reference
only to those instances in which LESSOR may later give consent to a particular
assignment as required.
21. RECORDING. LESSEE agrees not to record the within lease, but each party
hereto agrees, on the request of the other, to execute a so-called memorandum of
lease or short form lease in form recordable and complying with applicable law
and reasonably satisfactory to LESSOR's attorneys. In no event shall such
document set forth the rent or other charges payable by LESSEE.
22. STATUS REPORT. Recognizing that both parties may find it necessary to
establish to third parties, such as accountants, banks, mortgagees or the like,
the then current status of performance hereunder, either party, on the request
of the other made from time to time, will promptly furnish to LESSOR, or the
holder of any mortgage encumbering the Premises, or to LESSEE, as the case may
be, a statement of the status of any matter pertaining to this lease, including,
without limitation, acknowledgments that (or the extent to which) each party is
in compliance with its obligations under the terms of this lease.
23. HOLDING OVER. Any holding over by LESSEE after the expiration of the
lease term shall be treated as a tenancy at sufferance at twice the Fixed Rent
and additional rent herein provided to be paid during the last twelve (12)
months of the lease term (prorated on a dairy basis) and shall otherwise be on
the terms and conditions set forth in this lease, as far as applicable.
24. PARKING. LESSEE is granted a non-exclusive right for the use of LESSEE'S
employees, customers and invitees in the common parking area which are part of
the office building. LESSOR will maintain, in good condition and order, the
parking area(s), including providing snow plowing that permits the safe access
to the entrance, the maintenance of the ground services, trash and debris
removal, directional signs, painting of spaces.
25. ADA. LESSEE understands and agrees that at the time of entering into this
lease the Building does not comply with the requirements of the Americans With
Disabilities Act ("ADA"). LESSEE will undertake to notify its employees,
invitees and others of this fact and will endeavor to make special arrangements
on its own to accommodate the needs of the "Disabled" (as that term is defined
under the ADA) including, without limitation arrangements for access to the
Premises.
26. GOVERNING LAW. This lease shall be governed exclusively by the provisions
hereof and by the laws of the Commonwealth of Massachusetts as the same may from
time to time exist.
IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this
14th day of February, 2003.
/s/ David Gebler /s/ Stephen J. Koss
---------------------------- ----------------------
The Working Values Group, LTd Koss Development
LESSEE LESSOR
<PAGE>
GUARANTY
FOR VALUE RECEIVED, and in consideration for, and as an inducement to the lessor
named in the foregoing lease (hereinafter referred to as "LESSOR") to make the
foregoing lease with Working Values Group, Ltd. "LESSEE," the undersigned David
Gebler 6 Lothrup Way, Sharon, MA 02067 unconditionally guarantees the full
performance and observance of all the covenants, conditions and agreements
therein provided to be performed and observed by LESSEE, LESSEE'S, successors
and assigns, and expressly agrees that the validity of this agreement and the
obligations of the guarantor hereunder shall in no way be terminated, affected
or impaired by reason of the granting by LESSOR of any indulgences to LESSEE or
by reason of the assertion by LESSOR against LESSEE or any of the rights or
remedies reserved to LESSOR pursuant to the provisions of the within lease or by
the relief of the LESSEE from any of the LESSEE's obligations under said lease
by operation of law or otherwise (including, but without limitation, the
rejection of the said lease in connection with proceedings under bankruptcy laws
now or hereafter enacted); the undersigned hereby waiving all suretyship
defenses.
The undersigned further covenants and agrees that this guaranty shall remain and
continue in full force and effect as to any renewal, modification or extension
of said lease, whether or not the undersigned shall have received any notice of
or consented to such renewal, modification or extension. The undersigned further
agrees that his liability under this guaranty shall be primary, and that in any
right of action which shall accrue to the LESSOR under this lease, the LESSOR
may, at LESSOR's option, proceed against the undersigned and the LESSEE, jointly
or severally, and may proceed against the undersigned without having commenced
any action against or having obtained any judgment against the LESSEE.
It is agreed that the failure of the LESSOR to insist in anyone or more
instances upon a strict performance or observance of any of the terms,
provisions or covenants of the foregoing lease or to exercise any right therein
contained, shall not be construed or deemed to be a waiver or relinquishment for
the future of such term, provision, covenant or right; but the same shall
continue and remain in full force and effect. Receipt by the LESSOR of rent with
knowledge of the breach of any provision of the foregoing lease shall not be
deemed a waiver of such breach.
No subletting, assignment or other transfer of the within lease, or any interest
therein. shall operate to extinguish or diminish the liability of the
undersigned guarantor under this guaranty; and whenever reference is made to the
liability of the LESSEE named in the within lease, such reference shall be
deemed likewise to refer to the undersigned guarantor.
It is further agreed that all of the terms and provisions hereof shall inure to
the benefit of the heirs, executors, administrators and assigns of the LESSOR,
and shall be binding upon the heirs, executors, administrators and assigns of
the undersigned.
WITNESS the execution hereof, under seal, in any number of counterpart copies,
each of which counterpart copies shall be deemed an original for all purposes,
as of the 14th day of February, 2003
)
County of Bristol ) ss.
Then personally appeared the above-named DAVID GEBLER and acknowledged the
foregoing instrument to be his free act and deed, before me:
/s/ Linda Ann Haluch
--------------------
Notary Public
My Commission Expires: 8/1/08
<PAGE>
TO BE FINALIZED WHEN PRICING AND SELECTION COMPLETED
ADDENDUM
Property Location: 28 South Main Street (Rear Building), Sharon MA 02067
LESSOR: 28 South Main Street Realty Trust
LESSEE: Working Values Group, Ltd.
RE: Construction Renovations
Date: 2/12/03
As per our understanding the LESSEE will spread out construction costs over 36
month period to be added onto Basic Rent due on the 1st of each month.
The items agreed to are:
Electrical Back Office
Install Window in rear of building
Install Hardwood Floor
When flooring and pricing is finalized this addendum will include final pricing
which will be added to the Basic Rent.
/s/ David Gebler /s/ Stephen Koss
------------------ -------------------
LESSOR LESSEE
<PAGE>
APPROXIMATE BORING LOCATIONS
[DIAGRAM]
<PAGE>
ADDENDUM TO LEASE BETWEEN WORKING VALUES GROUP LTD AND KOSS DEVELOPMENT
TOTAL EXPENSE TO DATE 28 SOUTH MAIN ST. REAR
CARPENTRY
Install window
MATERIAL $179.00 window
$163.31 material
$50.00 delivery
Labor $425.00
Install Vanity with drawers $129.00
Install new vanity top no charge
TOTAL COST $946.31
ELECTRICAL
Install dedicated circuit for copier
Install dedicated circuit for refrigerator
Install receptacle in new work area
Install 3 recessed Lights in rear office space
Install new bathroom fan/light no charge
Install new emergency light pack no charge
Includes material and labor and circuit breakers
Relocate Copy Circuit toNew Location
TOTAL COST $950.00
INSTALL PERGO FLOORING
TOTAL COST $5,753.60
Remove/reinstall Toilet $90.00
TOTAL COST $5,843.60
Less Carpet Allowance $900.00
Total Cost $4,943.60
TOTAL CONSTRUCTION COST $6,839.91
As per our understanding the above represents the Leasehold improvements which
will be financed over 36 monthly payments @ 0% interest, to be added to monthly
rent. The Amount of $190.00 will be added to the lease amount of $1,400 to bring
the total due on the 1st of every month of $1,590.
/s/ David Gebler
------------------- ----------------
Lessor Lessee
David Gebler, President
Date- 3/24/03 The Working Values Group, Ltd.
<PAGE>
[Logo]
March 31, 2003
Stephen Koss
28 South Main Street Trust d/b/a Koss Development
630 Park Street
Stoughton, MA 02072
Dear Steve:
We have moved in and are enjoying our new office very much.
Our Commercial Lease dated as of February 14, 2003 ("Lease") permits a
pre-approved assignment of the lease to SmartPros Ltd. This transaction is
indeed going forward. As of March 31, 2003 The Working Values Group, Ltd. is
selling its assets to SmartPros Ltd., which will be assuming all of Working
Values Group's rights and responsibilities under the Lease.
The new lessee will be an operating subsidiary of SmartPros with the name
Working Values, Ltd. I will continue to be the President of the new company and
we will be using the office at 28 S. Main Street as our corporate address.
[Sentence intentionally deleted] [Initialed by hand]: SK 3/31/03; DG 3/31/03
Please acknowledge your consent to the assignment of the Lease to Working Values
Ltd. And return via fax to (781) 784-2118.
[Additional language inserted]: Koss Development will consider in the future
allowing David Gebler guarantee to be removed from the lease. [Initialed by
hand]: SK 3/31/03; DG 3/31/03
Best regards,
/s/ David Gebler
David Gebler
President
Acknowledged and agreed this 31 day of March 2003
28 South Main Street Trust d/b/a Koss Development
By: /s/ Stephen Koss
----------------
Stephen Koss