EXHIBIT 10.32
LEASE AGREEMENT WITH PURCHASE OPTION
STATE OF GEORGIA,
COUNTY OF GWINNETT
THIS AGREEMENT made this 9th day of June, 1999, between THE ESTATE OF
XXXXXX X. XXXXXXX (hereinafter referred to as "Lessor") and LAKE HOLDINGS, LLC
d/b/a QUICK TEST (hereinafter referred to as "Lessee").
W I T N E S S E T H:
1.
Lessor does hereby rent and lease to the Lessee the property as
described and set forth on Exhibit "A", attached hereto and made a part hereof,
the same being located at 00 Xxxxxx Xxxxxx, Xxxxxxxxxxxxx, Xxxxxxx, for a term
commencing on June 1, 1999, and ending on May 31, 2004, at midnight. Lessee may
renew this lease for a five year term prior to May 31, 2004 by providing Lessor
written notice of such election on or before December 31, 2003. No easement for
lights or air is included in the premises.
2.
It is expressly agreed by the parties hereto that this lease is
expressly contingent on the contemplated purpose of the premises, being use as
an emissions testing facility, receiving approval from applicable regulatory
authorities.
3.
Rent hereunder shall be payable as follows:
(a) Beginning July 1, 1999, Lessee shall pay to Lessor at Xxxx
Xxxxxxx'x address X.X. Xxx 0000, Xxxxxxxxxxxx, Xxxxxxx 00000 or at
such other place as may be designated by Lessor in writing to Lessee,
promptly on the first day of each month in advance, monthly rental
according to the terms set forth in this Section 3. No rental shall be
charged for June, 1999.
(b) Rental for July, August, and September 1999 shall be $1250.00
per month.
(c) Rental for October, November, and December 1999 shall be
$1500.00 per month.
(d) Rental for January through December 2000 shall be $1700.00
per month.
(e) The monthly rental provided in paragraph d of this Section 3
shall be adjusted prior to January 1,2001 and each year thereafter
(each such date respectively referred to hereinafter as "adjustment
date") and the adjusted monthly rent (as defined below) shall become
effective on each adjustment date and shall be due and payable monthly
on the first day of each and every calendar month in accordance with
the provisions of this paragraph until the next seceding adjustment
date. On each adjustment date the "adjusted monthly rental" due
hereunder for the upcoming year shall be that amount determined by
multiplying the monthly rent for the calendar year ending immediately
preceding the current adjustment date by a fraction having as its
numerator the consumer price index (as defined below) most recently
published prior to the current adjustment date and as its denominator
the consumer price index for the same calendar month in the
immediately preceding year. "Consumer price index" as used herein
shall mean "Consumer Price Index for all urban consumers, U S. city
average all items" (1967 = 100) issued by the Bureau Labor Statistics
of the U.S. Department of Labor. If the Consumer Price Index is
discontinued, then the consumer price index published by the U.S.
Department of Commerce shall be used, and if the U.S. Department of
Commerce Consumer Price Index is discontinued, the Lessor and Lessee
shall in good faith agree on a comparable substitute.
(f) A refundable security deposit of $1500.00 is due upon
execution of this Lease and shall be refunded at the termination of
this Lease Agreement subject to setoff's for default as provided in
this Lease Agreement
(g) Any rent not paid by the tenth day of each month shall be
assessed a 5% late fee.
4.
The premises shall be used for an emissions testing facility and all
activities incidental thereto. The premises shall not be used for any illegal
purposes nor in violation of any valid regulation of any governmental body, nor
in any manner to create any nuisance or trespass, nor in any manner to vitiate
the insurance or increase the rate of insurance on the premises. The Lessee may
install fixtures on the premises, the same to be considered personal property
and shall remain the property of the Lessee to be removed by it at the
termination of this lease, or any renewal thereof, or sooner if Lessee desires
to do so, provided the premises are restored to its original state after removal
of such equipment. Lessee may also make other improvements to the building or
aesthetic changes to the building with the consent ~f Lessor, such consent to
not be unreasonably withheld.
5.
Lessee accepts the premises in its present condition and as suited for the
use intended by Lessee. Lessee shall keep in good order the plate glass,
building, plumbing, exterior walls, parking areas, heating and electric systems.
Lessor agrees to place the heating and electrical systems in working order at
the time of the lease inception. Lessee shall protect said water and sewer
system against freezing or damage to system due to neglect of Lessee.
6.
Lessee shall at its own expense keep the leased premises in good repair,
including but not limited to maintenance and repair of the following: all
partitions; the air conditioning and plumbing fixtures and any machinery and
equipment, if any, in the leased premises; all underground tanks; all
underground lines; dispensers; canopy; walk-in coolers; and all other machinery
equipment and appliances. Lessee shall be liable for and shall hold Lessor
harmless in respect of damage or injury to Lessee, premises and property and
person of Lessor's other tenants, if any, any invite; or anyone else, if due to
act or neglect of Lessee, or anyone in his control or employ.
7.
Lessor agrees to indemnif3' and hold harmless the Lessee and to provide
a defense to Lessee to and from any and all claims arising from any
environmental contamination or other such environmental matters which occurred
on the leased premises, including but not limited to all reasonable attorneys'
fees. It is expressly agreed and acknowledged that Lessors
representations and covenants herein are material and being relied upon by
Lessee in connection with its execution of this lease.
8.
Lessor, as Lessee's agent, without terminating this lease, upon Lessee's
breaching this contract, may at Lessors option enter and rent said premises at
the best price obtainable with reasonable effort, without advertisement and with
private negotiations and for any term Lessor deems proper. Lessee shall be
liable to Lessor for the deficiency, if any, between Lessee's rent hereunder and
the price obtained by Lessor in reletting, including attorneys' fees and
expenses of litigation.
9.
If Lessee defaults for ten (10) days after written notice thereof in paying
said rent; or if Lessee defaults for thirty (30) days after written notice
thereof in performing any other of his obligations hereunder; or if Lessee is
adjudicated bankrupt; or if a permanent receiver is appointed for Lessee's
property, including Lessee's interest in premises, and such receiver is not
removed within thirty (30) days after written notice from Lessor to Lessee to
obtain such removal; or if, whether voluntarily or involuntarily, Lessee takes
advantage of any debtor relief proceedings under any present or future law,
whereby the rent or any part thereof is, or is proposed to be, reduced or
payment thereof deferred; or if Lessee makes an assignment for the benefit of
creditors; or if premises or Lessee effects or interest herein should be levied
upon or attached under process against Lessee, not satisfied or dissolved within
thirty (30) days after written notice from Lessor to Lessee to obtain
satisfaction thereof, then, and in any
of said events, Lessor at his option may at once or within six months thereafter
(but only during continuance of such default or condition)] terminate this lease
and/or, the right of first refusal created herein by written notice to Lessee;
whereupon this lease shall end and/or the right of first refusal shall be void.
After an authorized assignment or subletting, the occurring of any of the
foregoing defaults or events shall affect this lease only if it is caused by or
happening to the assignee or sublessee. Upon such termination by Lessor, Lessee
will at once surrender possession of the premises to Lessor and remove all of
Lessee's effects therefrom; and Lessor may forthwith reenter the premises and
repossess himself thereof, and remove all persons and effects therefrom.
10.
No termination of this lease prior to the normal ending thereof by lapse of
time or otherwise shall affect Lessor's right to collect rent for the period
prior to termination thereof.
11.
Lessee may, only with the prior written consent of Lessor (which consent
shall not be unreasonably withheld), assign this lease or any interest
thereunder, or sublet premises or any part thereof, or permit the use of
premises by any party other than Lessee. Any such assignment or sublease shall
not destroy or waive any provision of this lease. Although subtenants or
assignees shall become liable directly to Lessor for all obligations of Lessee
hereunder, Lessee's liability is not relieved unless in writing.
12.
If the premises are totally destroyed (or so substantially damaged as to be
untenantable for Lessee's use) by storm, fire, earthquake, or other casualty,
this lease and the right of first refusal granted herein shall terminate as of
the date of such destruction or damage, upon written notice to Lessee, and
rental shall be accounted for as between Lessor and Lessee as of that dare. If
premises is damaged but not rendered wholly untenantable by any such casualty,
rental shall xxxxx in proportion as the premises had been damaged and Lessor
shall restore as speedily as practicable, whereupon full rent shall recommence
if the premises cannot be restored to its original use within a reasonable time,
then Lessor or Lessee at their option may terminate this lease. Lessee shall
maintain casualty insurance on the premises (including alit improvements
thereon) in an amount and with an insurance company suitable to Lessor, who
shall be named on any such policy as an additional insured and/or loss payee.
Lessee shall provide Lessor wit proof of the existence of such coverage.
13.
Lessee may (if not in default hereunder) prior to the expiration of this
lease or any renewal thereof, remove all fixtures and equipment which it has
placed in premises, provided Lessee restores premises to its condition at the
installation thereof
14.
Lessee shall pay all utility bills incurred in connection with its use of
the premises, including but not limited to all bills for gas, electricity, fuel,
light, heat or power. If Lessee
does not pay the same, Lessor may pay the same and such payment shall be added
to the rental of premises.
15.
The Lessor shall pay all state, county, and city ad valorem taxes assessed
against the real property and building beginning as of the commencement date of
this Lease. The Lessee shall pay any state, county and city taxes assessed
against its property to include furniture, fixtures, or inventory located within
the premises and all applicable business and payroll taxes.
16.
If any rent owing under this lease is collected by or through an attorney
at law, Lessee agrees to pay 15% thereof as attorney's fees. Lessee waives all
homestead rights and exemptions which it may have under any law as against any
obligation owing under this lease. Lessee hereby assigns to Lessor its homestead
and exemption.
17.
If the premises or any part of the premises is appropriated or condemned by
any public authority to the degree that renders the premises unsuitable for
Lessee's use, or if the premises are taken by eminent domain, this lease
agreement and the right of first refusal granted herein shall be terminated and
rental shall be paid only to the time when Lessee surrenders possession of the
premises to the Lessor. In the event of such appropriation or condemnation, the
Lessor agrees that upon requests by the Lessee, he shall include in his claim
against such public authority such sum as Lessee certified to the Lessor as the
damage resulting from Lessee's loss of occupancy or relocation expense.
18.
This lease contains the entire agreement of the parties and no
representations, inducement, promises or agreements, oral or otherwise, between
the parties not embodied herein shall be of any force or effect. No failure of
Lessor to exercise any power given Lessor hereunder, or to insist upon strict
compliance by Lessee of any obligation hereunder, and no custom or practice of
the parties at variance with the terms hereof shall constitute a waiver of
Lessor's fight to demand exact compliance with the term hereof.
19.
Time is of the essence with this Agreement.
20.
Lessor hereby grants and conveys unto Lessee a Right of First Refusal, on
the following terms and conditions, to purchase the premises described on
Exhibit A hereto, together with all improvements and fixtures thereon:
(a) upon Lessors receipt of a bonafide offer from a third party
("Third Party Offer") for the purchase of the real property and
improvements described on Exhibit A hereto, Lessor shall provide Lessee
written notice of such offer;
(b) within twenty days after Lessor mails notice of Third Party Offer
to Lessee, Lessee may enter a written contract with Lessor for the purchase
of the premises on the same terms and conditions as contained in the Third
Party Offer;
(c) upon Lessee's failure to indicate its election to exercise its
right of first refusal within the time limits prescribed in paragraph b of
this Section 20, Lessor may
proceed to enter a contract for the sale of the premises to such Third
Party;
(d) upon exercise of this right of first refusal, Lessee shall have
thirty (30) days in which to close;
(e) Lessor shall deliver good and marketable title at closing,
together with such documentation as Lessee may reasonably require showing
that Lessee and/or Lessee's lender shall not be liable for any
environmental remediation costs associated with the premises for
environmental contamination predating the commencement date of this lease.
21.
This Lease shall be construed in accordance with and governed by Georgia
law.
22.
This contract shall create the relationship of landlord and tenant between
Lessor and Lessee; no estate shall pass out of Lessor; Lessee has only a
usufruct, not subject to levy and sale and not assignable by Lessee except by
Lessor's consent.
23.
All rights powers, and privileges conferred hereunder upon parties hereto
shall be cumulative but not restrictive to those given by law.
24.
If Lessee remains in possession after expiration of the term hereto with
Lessor's acquiescence and without any distinct agreement of parties, Lessee
shall be tenant at will; and there shall be no renewal of this lease by
operation of law.
25.
At termination of this lease, or any renewal thereof, Lessee shall
surrender premises and keys thereof to Lessor in same condition as at
commencement of term, natural wear and tear only excepted.
26.
A copy of all notices under this lease shall also be sent to Lessor's
address by Certified Mail as follows:
XXXXXX X. XXXXXXX, ESQ. C/O XXXX XXXXXXX
Xxxxx, Xxxxxxx & Xxxxxxxx, P.A. X.X. Xxx 0000
X.X. Xxx 0000 Xxxxxxxxxxxx, Xxxxxxx 00000
Xxxxxxxxxxx, Xxxxxxx 00000
A copy of all notices under this lease shall also be sent to Lessee's
address by Certified Mail as follows:
LAKE HOLDINGS, LLC d/b/a QUICK TEST XXXXXXX 5 XXXXX, ESQ.
000 Xxxxxx Xxxx Xxxxx 000 Xxxxxx Xxxx Xxxxx
Xxxxx 000 Xxxxx 000
Xxxxxxx, Xxxxxxx 00000 Xxxxxxx, Xxxxxxx 00000
27.
Lessee agrees to maintain premises liability insurance in an amount not
less than Three Hundred Thousand Dollars ($300,00.00) per occurrence, to have
Lessor listed as any such policy as an additional insured and/or loss payee, and
to provide proof of such coverage to Lessor.
28.
Lessee agrees to be responsible for, and to fully indemnify Lessor against
and to hold Lessor harmless from all expenses, liabilities, damages, claims or
demands, arising out of any accident or occurrence causing injury to any person
or damage to any property in any way connected with the condition, occupancy or
use of the Premises or any part thereof by Lessee or by any other person or
persons. Lessee shall defend Lessor against any such liability, damage, claim or
demand and reimburse Lessor for any costs incurred by Lessor in connection
therewith, including reasonable attorney's fees.
IN WITNESS WHEREOF, the undersigned have affixed their signatures and seals
hereto this 9th day of June, 1999.
LESSOR:
ESTATE OF XXXXXX X. XXXXXXX (SEAL)
/s/ Xxxxxx Xxxxxxxx-Xxxxx By: /s/ Xxxxxx X. Xxxxxxx, Executor
------------------------------ ------------------------------------
WITNESS XXXX XXXXXXX,
Co-Executor
Sworn to and subscribed By: /s/ Xxxxxxx X. Xxxxxxx, Exec.
before me this 9th day of -------------------------------------
June, 1999. XXXXXXX X. XXXXXXX,
Co-Executor
/s/ Xxxxx X. Xxxxxxxx Notary Public, Xxxxxxx County, Georgia
---------------------------- My commission expires August 9, 2002
Notary Public
LESSEE:
/s/ Xxxxxxx Xxxxxxx
---------------------------
WITNESS /s/ Xxxxxx Xxxxx (SEAL)
--------------------------------
LAKE HOLDINGS, LLC/ d/b/a
Sworn to and subscribed QUICK TEST
before me this 2nd day of
June, 1999.
/s/ Xxxxxx X. Xxxxxxx Notary Public, Hall County, Georgia
----------------------------- My commission expires August 3, 2002
Notary Public
