EXHIBIT 10.20
LEASE
THIS LEASE, made as of this 14/th/ day of January 2002, between Rolling
Rock Investment Co., Ltd., an Ohio limited liability company ("Lessor") and
Hydro Spray Car Wash Equipment Co., Ltd., a Delaware corporation ("Lessee").
WITNESSETH
Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the
land and building located at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000
and the adjacent parking area together with the right to use all easements and
rights appurtenant to the space and the building, and all utility lines, pipes,
conduits and other facilities necessary for the use of the space leased to
Lessee. The land, building, space and other property rights described in the
preceding sentence are part of the property described on Exhibit "A" attached
hereto and made a part hereof, and are hereinafter referred to as the "Premises"
or the "Building".
1. Term. The initial term of this lease shall be five (5) years commencing on
January 15th 2002 and ending on January 31, 2007.
2. Rent. Lessee agrees to pay on or before the first day of each month to
Lessor, or its designated agent, rent for the premises in accordance with
the following schedule;
First year ------$5,000 per month, credited to a certain purchase money
note of even date.
Second year ---$6,000 per month
Third year-----$7,000 per month
Fourth year ----$7,210 per month
Fifth year------$7,426.30 per month
3. Option to Renew. Provided Lessee is not in default hereunder at the
expiration of the initial term, Lessee shall have the option to renew the
term of this Lease for two (2) additional periods of five (5) years each by
giving Lessor written notice of such renewal at least ninety (90) days
prior to the expiration of the earlier term. Such renewal shall be upon the
same terms, provisions, covenants and conditions as are in effect under
this Lease at the time of such renewal, except that rent for the renewal
terms shall be increased by 3% per year.
4. Use. The Premises may be used for any lawful purpose and for no other uses
or purposes. Lessee shall not commit or suffer waste on the Premises or
occupy the same in such manner as to constitute a nuisance.
5. Assignment. Lessee shall not assign this Lease or sublet the Premises
without Lessor's prior written consent, which consent shall not be withheld
unreasonably.
6. Repairs and Maintenance. During the term hereof, Lessee shall at its cost
and expense maintain the interior and exterior of the Premises in good
condition, reasonable wear and tear excepted, and shall, at its expense,
provide ordinary maintenance of the water, gas and electrical fixtures,
replace all broken glass, keep sinks, lavatories, and commodes open, make
ordinary repairs to any plumbing or electrical lines within the Premises,
replace all lost or broken keys, remove snow and ice form the exterior
areas surrounding the Premises; provided, however, that any damage caused
or repairs or replacements made necessary by the acts or omissions of
Lessor, or the agents, employees or invitees of Lessor, shall be repaired
and replaced
by Lessor at its cost and expense. Lessor shall be responsible for any
necessary repairs to the heating and air conditioning, plumbing and
electrical systems, and roof and other structural elements of the Building.
7. Damage and Destruction.
(a) If the Premises are damaged in whole or in part by fire or other
casualty (xxx being 50% or more damaged), either party shall have
the option to terminate this Lease upon giving written notice to
the other at any time within 30 days from the date of such
damage, and if so terminated all rent shall cease as of the date
of such damage and any prepaid rent shall be refunded.
(b) If the Premises are damaged in whole or in part by fire or other
casualty and if this Lease is not terminated pursuant to clause
(a) above, then Lessor shall have the option to agree, at
Lessor's cost and expense, to restore the Premises to a kind and
quality substantially similar to that which existed immediately
prior to such damage or destruction. Such restoration shall be
commenced within a reasonable time and completed without
unreasonable delay on the part of Lessor. In such case, all rent
paid in advance shall be apportioned as of the date of damage or
destruction and all rent thereafter accruing shall be equitably
and proportionately suspended and adjusted according to the
nature and extent of the damage or destruction, pending
completion of restoration or repair, except that in the event the
damage or destruction is so extensive as to make it unfeasible
for Lessee to conduct Lessee's business, the rent shall be
completely abated until the Premises are restored by Lessor or
until Lessee resumes use and occupancy of the Premises, whichever
shall first occur. Lessor shall not be liable for any
inconvenience or interruption of Lessee's business occasioned by
fire or other casualty.
If Lessor fails to restore the Premises within one hundred
twenty (120) days after occurrence of the damage, regardless of
the reason for the delay (unless caused by Lessee), Lessee shall
have the option (i) to extend the time for restoration, or (ii)
to terminate this Lease by giving written notice to Lessor. In no
event shall Lessor have any liability to Lessee on account of any
delay.
8. Condemnation. If during the term of this Lease the whole of the Premises,
or any portion thereof or of the Building, is taken by condemnation or
eminent domain, then, in any such event, the term hereby granted shall
cease and come to an end as of the date of the vesting of title in the
taking authority. The rent shall be apportioned as of such date and any
prepaid rent shall be refunded. Any condemnation awards on proceeds shall
be the sole property of Lessor and Lessee hereby assigns all rights in any
such awards or proceeds to Lessor.
9. Lessor's Right to Inspect. Lessor, in person or by agent, shall have the
right at all reasonable times and upon reasonable notice to enter the
Premises and inspect the same and to show the same to prospective lessees,
purchasers and mortgages.
10. Lessee's Default. In the event Lessee shall default in the payment of rent
or any other sums payable by Lessee hereunder, and such default shall
continue for a period of 10 days, or if Lessee shall default in the
performance of any other covenants or agreements hereunder, and such
default shall continue for 30 days after written notice thereof, or if
Lessee shall become bankrupt or insolvent, then, and in addition to any and
all other legal remedies and rights, Lessor may:
(a) Terminate this Lease, in which event Lessee shall immediately
surrender the Premises to Lessor, and if Lessee fails to do so,
Lessor may, without prejudice to any other remedies they may have
for possession or arrearages in rent, enter upon and any other
person who may be occupying the Premises or any part thereof, by
force if necessary, without being liable for prosecution for any
claim of damages therefore.
(b) Enter upon and take possession of the Premises and expel or
remove Lessee and any other person who may be occupying the
Premises or any part thereof, by force if necessary, without
being liable for prosecution or any claim for damages therefore.
(c) Enter the Premises, by force if necessary, without being liable
for prosecution of any claim for damages therefore, and do
whatever Lessee is obligated to do under the terms of this Lease,
and Lessee agrees to reimburse Lessor on demand for any expenses,
including attorneys' fees, which Lessor may incur in thus
effecting compliance with Lessee's obligations under this Lease,
and Lessee further agrees that Lessor shall not be liable for
damages resulting to Lessee from such action.
11. Utilities. Lessee shall pay for all utilities furnished to or consumed on
the Premises, including gas, light, heat, water, sewer, telephone and
electricity.
12. Alterations. Lessee shall not make any structural alterations or
improvements of the Premises without Lessor's prior written consent, which
shall not be unreasonably withheld.
13. Quiet Enjoyment. Lessee, upon the payment of the rent herein reserved and
upon the performance of all of the terms of this Lease, shall at all times
during the term of this Lease peaceably and quietly enjoy the Premises
without any disturbance from Lessor or from any other person claiming
through Lessor.
14. Waiver of Subrogation. Lessor shall not be liable for any damage to
fixtures, merchandise or other personal property or inventories of Lessee
found or located within the Premises and/or Building caused by fire or
other peril usually covered by a standard policy of fire and extended
coverage insurance, including vandalism and malicious mischief, and Lessee
hereby expressly releases Lessor from all liability for such damage
including any subrogation claims of any insurer of Lessee. Lessee shall not
be liable for any damage to the Premises or any portion thereof or the
Building or other improvements caused by fire or other peril usually
covered by a standard policy of fire an extended coverage insurance,
including vandalism and malicious mischief, and Lessor hereby expressly
releases Lessee from all liability for such damage, including any
subrogation claims of any insurer of Lessor.
15. Subordination. Lessor and Lessee agree that this Lease is subject and
subordinate at all times to the lien of any first mortgage of the fee
interest in the Premises and/or the Building in any amount, including all
renewals, modifications, consolidation, participations, replacements and
extensions thereof, whether first mortgage is currently in existence or is
executed after the date of this Lease. The Lessee also agrees to sign any
and all subordination documents required by Lessor's lender.
16. Public Liability and Fire Insurance.
(a) Lessee shall procure and maintain public liability insurance with
policy limits of not less than $500,000 for bodily injury to one
person, $1,000,000 for bodily injury to any group of persons as a
result of one accident or occurrence, and $50,000 property
damage. Lessee shall name Lessor as an additional insured, as its
interest may appear, and provide a certificate of coverage and a
copy of the policy to Lessor.
(b) Lessee shall deep the Building and the Premises insured against
loss by fire and all of the risks and perils usually covered by
an extended coverage endorsement to a policy of fire insurance
upon property comparable to the Premises, in an amount equal to
not less than 80% of the full replacement value thereof and shall
be written by a company of recognized financial standing which is
authorized to do an insurance business in the State of Ohio.
Lessee shall provide a copy of the policy and certificate of
coverage to Lessor.
17. Indemnification. Except as provided in Paragraph 14 above, Lessee shall
indemnify and save harmless Lessor and the Premises from and against any
and all claims, liabilities, damages or losses resulting from injury or
death of any person or damage to property occurring on or about the
Premises or in any manner in conjunction with the use and occupancy of the
Premises or any part thereof unless such death, injury or damage was
sustained as a result of any tortious or negligent act of Lessor or of
their employees, agents, or contractors.
18. Real Estate Taxes. Lessee shall, throughout the term, pay and discharge
when due all real estate taxes and other governmental impositions and
charges of every kind and nature whatsoever, extraordinary as well as
ordinary, which shall become due and payable and be assessed and levied
upon the Premises or any part thereof.
19. Entire Agreement. This Lease contains the entire agreement between the
parties and cannot be changed, modified or amended unless such change,
modification or amendment is in writing and executed by all of the parties
hereto.
20. Successors and Assigns. This Lease and all of the covenants, terms,
provisions and conditions herein contained shall inure to the benefit of
and be binding upon the heirs, legal representatives, and successors and
assigns of Lessor and Lessee.
21. Notices. All notices to be given to either party shall be deemed given if
made in writing and deposited in the United States mail, postage prepaid,
return receipt requested, and addressed to the parties at the following
address:
Lessor's Address: Rolling Rock Investment Co., Ltd.
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000-0000
Lessee's Address: Hydro Spray Car Wash Equipment Co., Ltd.
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000-0000
With a copy to: Precision Auto Care, Inc.
000 Xxxxxx Xxxxx, XX
Xxxxxxxx, XX 00000
Attn: General Counsel
22. Severability. In the event any clause, term or condition of this Lease
shall be declared invalid or unenforceable by any court of competent
jurisdiction, this Lease shall remain in full force and effect as to all
other terms, conditions and provisions.
23. Brokers. The parties agree that there is a real estate broker involved in
the transaction covered by this Lease and each party shall hold the other
harmless from any claims made against either party by any broker, finder or
real estate agent claiming a fee, commission or expense arising out of any
alleged dealing contrary to the foregoing representation.
24. Right of First Refusal:
A. The Lessor hereby grants to the Lessee, subject to the terms and
conditions set forth below, the right of first refusal to
purchase the real estate which is the subject of the Lease, and
which is commonly known as 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxxx.
B. The right granted herein shall be for a period concurrent with
the term of the Lease Agreement and shall expire upon the
expiration of said Lease Agreement, including any renewal
thereof.
C. During the term of this Agreement, the Lessor's agree that they
shall not sell all or any part of the real estate described above
unless and until they have first offered said real estate to the
Lessee pursuant to the provisions set forth herein.
D. In the event that the Lessors receive an offer to purchase all or
any part of the subject real estate, the Lessors agree that they
shall deliver to the Lessee written notice of such offer, which
notice shall contain the following:
(1) The name and address of the offeror,
(2) An exact description of the real estate which is the
subject of such offer,
(3) The total purchase price offered for such real estate,
(4) All contingencies of sale contained in such offer,
including the ability of the offeror to obtain
financing, the amount of such required financing, the
maximum interest rate of such financing, any conditions
as to zoning change or proposed use of said real estate
and all other contingencies of the offeror's obligation
to purchase said real estate,
(5) The provisions as to occupancy by the offeror, and
(6) The time during which the transaction must be closed,
which time period shall not be less than the time
during which the Lessee may exercise its right of first
refusal as set forth below.
Such written notice shall be delivered to the Lessee at the address
set forth in Section 21 above and shall be deemed effective as of the
date of delivery thereof to the Lessee.
E. Upon receipt of the notice of offer described above, the Lessee
shall have thirty (30) days within which to exercise its right
under this Agreement to purchase the real estate upon the terms
and conditions as set forth in such notice. The Lessee shall
exercise its right of first refusal by delivering to the Lessors
written notice of its intent to exercise such right.
F. In the event that the Lessee exercises its right of first refusal
as set forth above, then the notice of offer by the Lessors to
the Lessee and the terms and conditions of this Agreement shall
constitute a contract to purchase real estate. The closing of the
sale by the Lessors to the Lessee shall take place within sixty
(60) days from the date upon which the Lessee exercises its right
of first refusal at the offices of the lender of the Lessee or at
such other place as shall be designated by the Lessee. Either the
time for closing or the place for closing may be altered but only
upon mutual written consent of the parties. At such closing real
estate taxes and any rents shall be pro-rated as of the date of
the closing and the Lessors agree to provide a good and
sufficient warranty deed to the Lessee in exchange for payment of
the entire purchase price subject only to covenants, restrictions
and zoning regulations of record.
G. Nothing contained herein shall prevent the Lessors and the Lessee
at any time from negotiating a sale (and purchase) of the real
estate by the Lessors to the Lessee during the term of this
Agreement on such terms and conditions as are agreed upon by the
parties. If a notice of offer by the Lessors to the Lessee is
given and the Lessee fails to exercise the right of first refusal
granted herein, then and in that event, the Lessors shall be
permitted to proceed with sale of the real estate as described in
such notice of offer, and only upon the terms and conditions as
described in such notice of offer. In the event that there is any
change in the terms and conditions of the offer, then Lessors
shall be required to give to the Lessee a subsequent notice of
offer as provided above, setting forth the altered or amended
terms and conditions of such offer and the Lessee shall be
entitled to exercise its right of first refusal as to such
amended offer.
H. In the event that the Lessee fails to exercise its right of first
refusal as set forth herein, the Lessee agrees to execute any and
all documents necessary to effect a release of the terms and
conditions of this Agreement for the purposes of sale of such
property to the offeror.
I. Lessors and Lessee agree that in event of Exercise of Eminent
Domain by federal, state or local government, such action
pre-empts the rights and agreements of the parties hereto.
Neither penalty nor prejudice, either party against the other,
may result from such governmental action.
J. This Agreement shall be binding upon the heirs, successors and
assigns of both parties and shall be enforced pursuant to the
laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the
day and year first above written.
Signed and Acknowledged LESSOR:
In the Presence of: ROLLING ROCK INVESTMENT
CO., LTD.
__________________________________ _________________________
ATTEST: LESSEE:
HYDRO SPRAY CAR WASH
EQUIPMENT CO., LTD.
_________________________________ By:______________________
Secretary President
STATE OF OHIO )
) SS:
COUNTY OF_______________________)
The foregoing instrument was acknowledged before me this ______ day of
January, 2002, by ____________________________, ______________________________
of Rolling Rock Investment Co., Ltd., Lessor.
_____________________________________________
Notary Public
My Commission expires:
STATE OF VIRGINIA )
) SS:
COUNTY OF LOUDOUN )
The foregoing instrument was acknowledged before me this __ day of January
2002, by Xxxxxx X. Xxxxxxx, Senior Vice President - Finance, and Xxxxxxxxx X.
Xxxxxxx, Secretary of Hydro Spray Car Wash Equipment Co., Ltd., a Delaware
corporation, on behalf of the corporation.
__________________________________________
Notary Public
My commission expires:
