Exhibit 10.84
LEASE AGREEMENT
THIS LEASE
AGREEMENT is made this 2 nd day of September, 1999, by
and between LPR ASSOCIATES, a Maryland Partnership, having an
office at 1312 South Main Street, Suite 2, Mt. Airy, Maryland
21771 (hereinafter called “Landlord”) and MR. TIRE,
INC., a Maryland corporation with office at 23 Walker Avenue,
Baltimore, Maryland 21208 (hereinafter called
“Tenant”).
WITNESSETH: That
in consideration of the rents, covenant and agreements herein
contained, Landlord leases to Tenant, and Tenant rents from
Landlord, the hereinafter described store premises (hereinafter
called the “premises”).
|
|
|
|
|
|
|
6,156 square
feet of floor space as shown on the plan attached hereto as Exhibit
“A” together with the right to use, in common with
Landlord, other tenants of the Center and their patrons, the common
areas of the Center.
|
|
|
|
|
|
|
|
The Food Lion
Shopping Center on South Main Street in the Town of Mt. Airy,
Frederick County, Maryland.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years 1-5 -
$101,568.00; $8,464.00 per month
|
|
|
|
Years 6-10 -
$116,840.88; $9,736.74 per month
|
|
|
|
|
|
|
|
Years 11-15 -
$134,323.92; $11,193.66 per month
|
|
|
|
Years 16-20 -
$154,454.04; $12,871.17 per month
|
|
|
|
Years 21-25 -
$177,662.16; $14,805.18 per month
|
|
|
|
Years 26-30 -
$204,317.64; $17,026.47 per month
|
|
|
|
Years 31-35 -
$234,974.52; $19,581.21 per month
|
|
|
|
Years 36-40 -
$270,186.84; $22,515.57 per month
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenant shall
reimburse Landlord for its share 7% of the annual real property
taxes, common area expenses and insurance premiums for the
Center.
|
|
|
|
|
ARTICLE I
THE PREMISES
Section 1.1. Landlord shall
perform all of the work set forth in Exhibit “B”;
provided, however, if the cost thereof exceeds One Hundred
Eighty-Eight Thousand Dollars ($188,000.00), Tenant shall,
promptly, upon demand, pay the excess to Landlord. Tenant shall
perform any other work necessary for it to conduct the business
allowed by this Lease; provided, however, Tenant shall submit to
Landlord, for its prior approval, plans for its work.
ARTICLE II
TERM
Section 2.1. Commencement
Date and Length of Initial Term. The initial term of this Lease
shall begin on the earlier to occur of (i) thirty
(30) days from the date Landlord’s architect notifies
Tenant that it has
142
completed its work in the
premises as set forth in Exhibit B in a manner sufficient to
allow Tenant to obtain a certificate of use and occupancy after
Tenant completes its work in the Premises or (ii) the day on
which Tenant opens for business in the premises; and end ten
(10) years after the first day of the first full calendar
month of the term.
Section 2.2. Renewal Term.
Tenant shall have the option to renew the term of this Lease for
six (6) additional, successive terms of five (5) years
each, provided that this Lease is in full force and effect and free
of defaults by Tenant on the day a renewal option is exercised and
on the day a renewal term begins. The renewal terms shall be on the
same terms, covenants and conditions as the initial term, except
that the rent shall be as hereinabove set forth, and there shall be
no further right of renewal after the last renewal term provided
for herein. Each right of renewal must be exercised by delivery to
Landlord of an unequivocal written notice of election to renew at
least twelve (12) months prior to the end of the initial term,
or the then renewal term, as the case may be and upon the giving of
notice and without any further instrument, this Lease shall be
renewed.
ARTICLE III
QUIET ENJOYMENT, SUBORDINATION,
COMMENCEMENT AND ESTOPPEL CERTIFICATES
Section 3.1. Quiet
Enjoyment. So long as Tenant complies with the terms, covenants and
conditions of this Lease on Tenant’s part, Tenant shall have
the peaceful and quiet use of the premises, subject to the terms,
covenants and conditions of this Lease, without interference by
Landlord or anyone claiming by, through or under
Landlord.
Section 3.2. Mortgage
Subordination and Seniority. The holder of any mortgage or deed of
trust hereafter placed upon the Center shall have the right to
elect, at any time, whether this Lease shall be subordinate to the
operation and effect of the mortgage or deed of trust. Tenant
shall, upon request, execute a subordination agreement in form
satisfactory to the holder; provided that the Agreement stipulates
that Tenant’s possession shall not be disturbed so long as it
is not in default of its obligations hereunder.
Section 3.3. Commencement
and Estoppel Certificates. When the term begins, Tenant shall
promptly enter into a written agreement with Landlord stipulating
the beginning and ending dates of the initial term. Within three
(3) days after a written request from time to time made by
Landlord, Tenant shall deliver to Landlord a signed and
acknowledged statement setting forth: (i) that this Lease is
unmodified, in full force and effect, free of existing defaults of
landlord and free of defenses against enforceability (or if there
have been modifications or defaults, or if Tenant claims defenses
against the enforceability hereof, then stating the modifications,
defaults and/or defenses), (ii) the dates to which rent and
additional rent have been paid, and the amount of any advance
rentals paid, (iii) the beginning and ending dates of the
initial term, (iv) whether Tenant has given notice exercising
the right to renew this Lease, and if so, the renewal terms so
opted, (v) that Tenant has no outstanding claims against
Landlord (or if there are any claims, then stating the nature and
amount of such claims) and (vi) the status of any other
obligation of either party under or with respect to this Lease; it
being intended that any such statement may be relied upon by any
purchaser or mortgagee of Landlord’s interest in the
premises, or any prospective purchaser or mortgagee.
ARTICLE IV
RENT
Section 4.1. Minimum Rent.
The minimum rent shall be paid in advance, on the first day of each
calendar month.
Section 4.2. Additional
Rent. Whenever under the terms of this Lease any sum is required to
be paid by Tenant in addition to minimum rent, whether or not such
sum is herein designated as “additional rent” or
provision is made for collection additional rent, it shall,
nevertheless, be deemed to be additional rent, and shall be
collectible as rent. All minimum rent and additional rent shall be
paid without set off, abatement, deduction or recoupment, except as
expressly set forth in this Lease. Any payment by Tenant of a
lesser amount
143
of minimum or additional rental
than is then due shall be applied to such category of arrearage as
Landlord may designate irrespective of any contrary designation by
Tenant and to the oldest, most recent or other portion of the sum
due as Landlord may determine; and Landlord’s acceptance of
any partial payment shall not be deemed an accord and satisfaction
and shall be without prejudice to Landlord’s right to pursue
other remedies.
Section 4.3. Payment. All
rent payable and all statements due by Tenant to Landlord shall be
paid and mailed to Landlord at P. O. Box 128, Mt. Airy, Maryland
21771 or at such other address as Landlord may designate in writing
to Tenant.
Section 4.4. Net Rent. The
rent reserved hereunder shall be net, net, net to Landlord and all
costs, charges, expense and obligations of every kind relating to
the premises and its use and occupancy, which may arise or become
due during the term of this Lease, shall be paid by
Tenant.
ARTICLE V
SECURITY DEPOSIT
Section 5.1. Landlord hereby
acknowledges receipt from Tenant of Eight Thousand Four Hundred
Sixty-Four Dollars ($8,464.00) to be held by Landlord as security
for the payment of rent and the performance of Tenant’s other
obligations under this Lease. This deposit shall be returned to
Tenant at the end of the tenancy, so long as all rent and
additional rent payable to that date has been received by Landlord
and Tenant is not otherwise in default of any of its obligations
hereunder. If Tenant defaults in the payment of rent or in the
performance or observance of any other obligation its part under
this Lease, Landlord may apply the deposit to payment of the rent
in default or other money arrearage and/or to the damages and costs
incurred by Landlord as a result of any default, and/or to costs
incurred by Landlord in rectifying any default, and/or to the
prepayment of minimum rent for any subsequent period of the term
and/or to any amount to which Landlord may be entitled under this
Lease; and Tenant shall promptly thereafter restore the deposit to
the original amount. The right of Landlord to apply the security
deposit as above specified shall not be construed as a limitation
upon Landlord’s right to invoke any other remedy available
under this Lease or at law or equity for breach of this Lease, or
to collect the full amount of damages owing by Tenant on account of
any breach.
ARTICLE VI
PERMITTED USE AND CONTINUED OCCUPANCY
Section 6.1.
(a) Permitted Use. The premises shall be used and occupied
solely as an auto service center and Allstate Rent-A-Car. The
premises may not be used for any other purpose.
(b) Special
Restrictions. Without any intention to diminish the efficacy of
Section 6.1(a), but in order to specify particular uses and
practices which, if engaged in by Tenant, would be in violation of
other leases, or recorded agreements pertaining to the Center, or
of exclusive use privileges which Landlord has, will or may desire
to grant or which constitute businesses or practices which Landlord
may desire to prohibit or control, Tenant shall not, at any time:
operate a second hand store, general merchandise or discount
department store, “Army Navy” or “surplus”
store, nor may the premises be utilized for the sale of health
and/or beauty aids, automobiles, trucks, trailers, or other motor
vehicles, pornographic materials or merchandise normally used or
associated with illegal or unlawful activities, nor may the
premises be used as a food supermarket, dairy store, ice cream
store, hardware store, convenience store, drug store or pharmacy,
or as a pool hall, bowling alley, funeral parlor, movies or live
theater or peep show, arcade (for video games, pinball machines, or
other amusement devices), massage parlor, cocktail lounge, tavern,
bar, flea market, health spa, child center, skating rink,
establishment which sells alcoholic beverages for on-premises
consumption or other health, recreational or entertainment type
activity. No vending machines may be placed anywhere outside of the
premises.
Section 6.3. Permitted Name.
Tenant shall conduct business on the premises in the name of
“MR. TIRE-Allstate Rent-A-Car” and under no other name
or trade name unless the use of another name is approved in writing
by Landlord.
144
Section 6.4. Restrictions on
Landlord. So long as Tenant is continuously conducting its
automotive service business in the premises, Landlord shall not
lease any space in the Center (other than the premises) for the
primary purpose of operating an automotive service center. In order
to satisfy the requirements hereof, leases of space in the Shopping
Center hereafter made may require the lessee thereunder to covenant
either that it will not use its premises for the aforesaid
prohibited purpose or that such lessee shall use its premises only
for some specific purpose or purposes specified in such lease (and
not prohibited hereby). Landlord shall not be liable in damages or
otherwise if any lessee in the Center violates any such covenant in
the lease between Landlord and such lessee; and Tenant shall not be
entitled to cancel this Lease by reason of other lessee’s
violation of any such covenant. Tenant may, however, at its
expense, bring an action at law or in equity in its own name or in
Landlord’s name, against any lessee to enforce any such
covenant or to enjoin the violation thereof; Tenant shall save
Landlord harmless from any liability or expense that Landlord might
suffer or incur by reason of the filing of such action by Tenant in
Landlord’s name.
The
parties acknowledge that the foregoing restriction has been imposed
at the request of Tenant and for the sole benefit of Tenant.
Accordingly, Tenant agrees to indemnify and hold Landlord harmless
from all damages, costs, and liabilities whatever, including but
not limited to Landlord’s attorneys’ fees and any award
of damages incurred by Landlord as a result of legal proceedings,
either threatened or instituted, as a result of the imposition of
the foregoing restrictions.
The
foregoing restriction shall not apply to the premises presently
occupied by “Food Lion” and “Southern
States”; and shall be subject to right of the hardware store
in the Center to sell any or all of items that Tenant may sell from
the premises.
ARTICLE VII
COMMON AREAS
Section 7.1.
(a) Tenant’s Right to Use Common Areas. Tenant and its
customers shall be entitled to the non-exclusive use, free of
charge, but in common with others, of (1) the automobile
parking areas (herein called “parking areas”) from time
to time made available by Landlord in the Center, for parking of
vehicle only; (2) the entrances and exits thereto and the
driveways thereon, for vehicular and pedestrian ingress and egress
only (which parking areas, entrances, exits thereto and the
driveways thereon, for vehicular and pedestrian ingress and egress
only (which parking areas, entrances, exits and driveways are
sometimes herein collectively called “vehicle areas”);
and (3) the pedestrian walkways in the Center, for pedestrian
ingress and egress only. All of the facilities described in (1),
(2) and (3) are herein sometimes collectively called
“common areas”. Tenant and its contractors, agents
(other than premises employees), licensees, invitees and suppliers
may use any of the vehicle areas for ingress and egress and may use
the parking areas for parking of noncommercial vehicles and may
load and unload commercial vehicles in the parking area at the
service door to the premises and shall thereafter promptly remove
such vehicles; and may use any delivery driveway designated by
Landlord for access to the premises for deliveries, pickups and
other services to the premises, but no other driveways. All such
uses shall be subject to rules and regulations prescribed from time
to time by Landlord; and Landlord shall have exclusive management
and control over the common areas. The common areas shall only be
used as herein set forth. The storage or placing of tires or any
other items or the sale of any item, or the placement of vending
machines outside the premises or anywhere in the common areas or in
the corridor or loading area is prohibited. Parking in any driveway
or other area of the Center not specifically designed for parking
is prohibited.
(b) Employee
Parking. Tenant and its employees shall have the right, in common
with others, to park vehicles in the areas that Landlord designates
as employee parking areas and in no other areas and may use the
other vehicle areas for ingress and egress only. Tenant shall
promptly furnish to Landlord, on request, license numbers of
vehicles used by Tenant and its employees. If for employee of
Tenant parks a vehicle in an area other than that designated for
parking of employees, Tenant shall pay Landlord Ten Dollars
($10.00) per day or partial day for each vehicle so parked, and
Landlord shall have the right to remove such vehicle to the
designate employee parking area at Tenant’s expense, if
Landlord gives the manager of the premises oral or written notice
of such employee’s current or past parking violations at
least two (2) days prior to removal. Tenant shall defend,
indemnify and save Landlord harmless from any claims for damages
which may be made against Landlord by any employee of Tenant on
account of or arising out of removal of a vehicle belonging to an
employee of Tenant.
145
(c) Control
of Parking Areas. In order to preserve the parking areas for the
use of patrons of the Center, Landlord may exact parking charges
(by meters or otherwise) provided that provision is made for free
parking ticket validation for Tenant’s customers, may close
temporarily all or any portion of the common areas as may be
required for proper maintenance and/or repair or to avoid areas as
may be required for proper maintenance and/or repair or to avoid
deduction to public use, and take such other action as it deems
advisable in its business judgment in order to secure or improve
the convenience and use thereof by the tenants of the Center and
their customers. Landlord may from time to time change the
location, layout and arrangement of the parking areas, driveways
and walkways and erect buildings or other temporary or permanent
structures or improvements thereon, provided that Landlord
maintains sufficient automobile parking facilities for the Center
to comply with legal requirements, and does not deprive Tenant of
access to the premises.
(d) No Public
Use. Nothing herein contained shall be deemed to be a dedication of
the common areas to public use, it being Landlord’s intention
that the common areas may be used only by Tenant and the other
permitted users mentioned in this Section, and then only for the
limited purposes specified as to each user.
Section 7.2. Maintenance of
Common Areas. Landlord shall provide illumination of the common
areas during such after dark hours as Landlord shall determine, and
shall keep the common areas in reasonable repair, substantially
clear of ice and snow to allow substantial use thereof for the
intended purpose, with reasonable diligence under the
circumstances.
Section 7.3. Maintenance
Contribution. As a contribution to Landlord’s costs of
operating and maintaining the common areas and the facilities
thereon, Tenant shall pay Landlord, beginning on the commencement
date, 7% of the cost of maintaining and operating the common areas
and facilities of the Center. Tenant shall be billed quarterly for
its contribution to Common Area Costs. This year, Tenant’s
quarterly contribution would be $525.00. Contributions shall be
adjusted within thirty (30) days after Landlord determines its
actual costs for any fiscal period to reflect Tenant’s actual
share of costs, at which time Landlord shall provide Tenant with
detailed breakdown of the costs and expenses, and, if requested,
copies of bills for items included thereon. Tenant shall pay any
balance owing for the period, or shall be refunded any excess, as
the case may be, and the monthly payments shall also be adjusted to
conform to the cost projection adopted by Landlord.
ARTICLE VIII
ASSIGNMENT AND SUBLETTING
Section 8.1. Restrictions on
Assignment. Tenant shall not assign this Lease or sublease any of
the premises, without Landlord’s prior written consent, which
consent shall not be unreasonably withheld or delayed. Any
assignment by operation of law, attachment or assignment for the
benefit of creditors shall constitute a default
hereunder.
Section 8.2. No Waiver. If
Landlord consents to any assignment or sublease as defined in and
prohibited by Section 8.1, any rent in excess of the rent
reserved herein shall be paid to Landlord and, in addition to any
other consideration that may pass between the parties in connection
therewith, Tenant and any assignee or sublessee shall be deemed to
have covenanted not to make any further assignment or sublease
contrary to the provisions of Section 8.1. and such covenant
shall be deemed to have been made as of the date of consent and
shall take effect prospectively from the date thereof.
ARTICLE IX
REPAIRS
Section 9.1. Tenant shall
make all necessary repairs to the sprinkler system, heating,
ventilating and air conditioning systems and all other machinery,
equipment, facilities and systems in and servicing the premises and
Tenant shall keep the premises, including the store front, windows,
doors and signs, in good condition and repair, and shall make all
replacements required to maintain said status of repair. Tenant
shall maintain a service
146
contract for the heating,
ventilating and air conditioning systems servicing the premises
with companies acceptable to Landlord. At the beginning of the term
of copy of the contract shall be given to Landlord and copies of
renewals thereof given to Landlord prior to expiration. Tenant
shall also keep in good condition and repair the common areas
within fifteen feet of the wall of the premises service door, and
Tenant shall keep said area clean. Landlord shall maintain and
repair the roof, walls and other structural portions, excluding the
overhead doors and adjacent areas of the premises. All repairs and
replacements shall be equal in quality to original
construction.
ARTICLE X
UTILITIES
Section 10.1. Payment for
Utilities. Beginning on the date Tenant enters the premises, Tenant
shall pay all charges for water and sewer service furnished to the
premises based on the usage shown by utility company meters
exclusively for the premises. Tenant shall also pay, when due, all
consumption charges for all other services furnished to the
premises, including, but without limitation, heat, air
conditioning, electricity and telephone. Charges billed by utility
companies shall be paid by Tenant directly to the
companies.
Landlord shall not
be liable to Tenant for damages because of any interruption in
utility services, and Tenant shall not be entitled to claim a
constructive eviction due to such interruption, but Landlord shall
proceed with reasonable diligence to restore such service to the
extent that it is within Landlord’s control.
ARTICLE XI
TENANT’S OPERATIONS, ALTERATIONS,
MACHINES, SIGNS AND COMPLIANCE
Section 11.1. Rules and
Regulations. Tenant shall comply with the rules and regulations set
forth on Exhibit “C” attached hereto, and with any
additions and modifications adopted from time to time by Landlord,
and each rule and regulation shall be deemed a covenant of this
Lease to be performed and observed by Tenant.
Section 11.2. Garbage
Collection Service. Landlord has provided a dumpster near the rear
of the premises in which Tenant shall place all garbage and trash
generated on site. Tenant may not, however, place any tires,
lubricants or any other hazardous materials therein. Tenant shall
provide for removal of such items. Tenant may not, however, place
any garbage or trash generated off site and all such refuse may not
be brought to the Center. Tenant shall insure that all of its
refuse is placed in the dumpster and that the area surrounding the
dumpster is clean and neat.
Section 11.3. Alterations.
Tenant shall not make any alterations, additions or improvements to
the store front of the premises or any alterations, additions or
improvements affecting structural or support elements of or in the
building of which premises are a part, or affecting any utility
system servicing the which the premises or other parts of the
Center. Any alterations, additions or improvements by Tenant which
are permitted hereunder or hereafter approved by Landlord shall
immedia
|