EXHIBIT 10.0
EQUIPMENT LEASE AND OPERATING AGREEMENT
This Agreement, dated __________________, between:
Lessee:
Total Recycling Services of Connecticut, Inc.
XX Xxx 000
Xxxxxxxxxx, XX 00000
and
Owner:
Connecticut Waste Oil, Inc.
And Xxxxxx Xxxxxx
0000 Xxx Xxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
W I T N E S S E T H
WHEREAS, the Owner possess certain equipment and other necessary tools
for the collection of waste oil, used oil filters, and other hazardous and
non-hazardous recyclable waste; and
WHEREAS, the Lessee contracted to purchase some of the assets of the
owner and wishes to assume business operations prior to closing; and
WHEREAS, the Owner and Lessee wish to enter an agreement whereby the
Owner will lease necessary equipment to Lessee prior to closing;
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth below, the parties agree as follows:
1. Operating Agreement. Owner agrees to lease to Lessee exclusive use
of all equipment subject to this lease, and to provide lessee customer contacts
and information so as to allow Lessee to service customers.
2. Equipment Subject to Lease/Operating Agreement. The equipment listed
on the attached Equipment Schedule shall be the subject of this lease/operating
agreement.
3. Rental Payment. Rent shall be payable at the rate of $ .00 per month
commencing on the date of this agreement.
4. Term. This Lease/Operating Agreement shall begin on the above
effective date and shall terminate on a certain date three months later unless
terminated earlier or extended by consent of both of the parties.
5. Risk of Loss or Damage. The Lessee assumes all risks of loss of and
damage to the equipment from any cause.
6. Care and Operation of Equipment. The equipment may only be used and
operated in a careful and proper manner. Its use must comply with all laws,
ordinances and regulations relating to the possession, use or maintenance of the
equipment, including registration and/or licensing requirements, if any.
7. Alterations. Lessee shall make no alterations to the equipment
without prior consent of the Owner. All alterations shall be the property of the
Owner and subject to the terms of this Operating Agreement.
8. Maintenance and Repair. The Lessee shall maintain the equipment in
good repair and operating condition, allowing for reasonable wear and tear. The
Lessee shall pay all costs required to maintain the equipment in good operating
condition. Such costs shall include labor, material, parts and similar items.
9. Owner's Right of Inspection. The Owner shall have the right to
inspect the equipment during Lessee's normal business hours.
10. Option to Renew. Lessee shall have first option to renew this
agreement on such terms as the parties may agree at the end of the lease term.
11. Application of Rent Toward Purchase Option. Each monthly rental
payment then made shall be applied to the purchase price should Lessee choose to
exercise the purchase option.
12. Acceptance of Equipment. The Lessee shall inspect each item of
equipment delivered pursuant to this Operating Agreement. The Lessee shall
immediately notify the Owner of any discrepancies between such item of equipment
and the description of the equipment in the Equipment Schedule attached as
exhibit A. If the Lessee fails to provide such notice in writing within 10 days
after the delivery of the equipment, the Lessee will be conclusively presumed to
have accepted the equipment as specified in the Equipment Schedule.
13. Ownership and Status of Equipment. The equipment will be deemed to
be personal property, regardless of the manner in which it may be attached to
any other property. The Owner shall be deemed to have retained title to the
equipment at all times, unless the Owner transfers the title by sale. The Lessee
shall immediately advise the Owner regarding any notice of any claim, xxxx, xxxx
or legal process issued against the equipment.
14. Warranties. The Owner makes no warranties, express or implied, as
to the equipment subject to this Operating Agreement. The Lessee assumes the
responsibility for the condition of the equipment.
15. Indemnity of Owner for Loss or Damages. If the equipment is damaged
or lost, the Owner shall have the option of requiring the Lessee to repair the
equipment to a state of good working order, or replace the equipment with like
equipment in good repair, which equipment shall become the property of the Owner
and subject to this Operating Agreement.
16. Liability and Indemnity for Personal Injuries. Liability for
injury, disability and death of workers and other persons caused by operating,
handling or transporting the equipment during the term of this Operating
Agreement is the obligation of the Lessee, and the Lessee shall indemnify and
hold the Owner harmless from and against all such liability.
17. Liability Insurance. During the term of this Operating Agreement,
the Lessee shall maintain public liability insurance of an amount equal to the
fair market value of the leased equipment.
18. Taxes and Fees. During the term of this Operating Agreement, the
Lessee shall pay all taxes, assessments and license and registration fees on the
equipment.
19. Default. The occurrence of any of the following shall constitute a
default under this Operating Agreement:
19.1. The violation of any provision or requirement that is
not corrected within 15 days after notice of the violation is given.
19.2. The insolvency or bankruptcy of the Lessee or Owner.
19.3. The subjection of any of owner's property to any levy,
seizure, assignment, application or sale for or by any creditor or
governmental agency.
20. Remedies. In the event of default, the non-defaulting party may, at
its option, declare the lease terminated by sending notice of termination to the
offending party via certified mail, return receipt requested. Such termination
shall not affect the purchase option, which shall remain in effect and may be
exercised up to 15 days after notice of termination.
21. Notice. All notices required or permitted under this Operating
Agreement shall be deemed delivered when delivered in person or by mail, postage
prepaid, addressed to the appropriate party at the address shown for that party
at the beginning of this Operating Agreement.
22. Assignment. The Lessee shall not assign this Operating Agreement or
any equipment subject to the Operating Agreement, or any interest in this
Operating Agreement or any equipment, unless the Owner's prior written consent
is obtained.
23. Entire Agreement and Modification. This Operating Agreement
constitutes the entire agreement between the parties. No modification or
amendment of this Operating Agreement shall be effective unless in writing and
signed by the party against whom enforcement is sought.
24. Severability. If any portion of this Operating Agreement shall be
held to be invalid or unenforceable for any reason, the remaining provisions
shall continue to be valid and enforceable. If a court finds that any provision
of this Operating Agreement is invalid or unenforceable, but that by limiting
such provision, it would become valid and enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
25. Waiver. The failure of either party to enforce any provision of
this Operating Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Operating Agreement.
26. No Effect on Other Agreements. This Agreement is independent of,
and shall have no effect on, any other agreement or transactions by and between
the parties.
IN WITNESS WHEREOF, the parties have signed, sealed, delivered and acknowledged
this agreement as of the date first set forth above. Total Recycling Services of
Connecticut, Inc.
/s/ Xxxxxx X. Xxxxxx, Xx.
Xxxxxx X. Xxxxxx, Xx., Pres.
Connecticut Waste Oil, Inc.
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, Pres. & Individually
EQUIPMENT LEASE AND OPERATING AGREEMENT
EXTENSION AND MODIFICATION
This Agreement, dated March 27, 2002, between:
Lessee:
Total Recycling Services of Connecticut, Inc.
XX Xxx 000
Xxxxxxxxxx, XX 00000
and
Owner:
Connecticut Waste Oil, Inc.
And Xxxxxx Xxxxxx
0000 Xxx Xxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
W I T N E S S E T H
WHEREAS, the Owner possess certain equipment and other necessary tools
for the collection of waste oil, used oil filters, and other hazardous and
non-hazardous recyclable waste; and
WHEREAS, Lessee intends to purchase some of the assets of Owner, and
toward that end prepared contracts to complete that purchase; and
WHEREAS, on December 28, 2001, the Owner and Lessee entered into an
Equipment Lease and Operating Agreement to allow Lessee to assume business
operations of the Owner prior to closing; and
WHEREAS, due to unforeseen complications, delays resulted in
consummation and closing of the purchase of some of the assets of the owner; and
WHEREAS, the Lessee wishes to continue business operations of the Owner
prior to closing and to extend and modify the Equipment Lease and Operating
Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth below, the parties agree as follows:
27. Extension. The parties agree that the terms and conditions set
forth in a certain Equipment Lease and Operating Agreement dated December 28,
2001 (hereinafter referred to as the "12-28-01 Agreement"), to the extent not
modified by this agreement, are extended for the term set forth below.
28. The 12-28-01 Agreement is modified to designated January 1, 2002 as
the effective date of the agreement, which shall be the commencement date for
all purposes therein. The reason for this change is for bookkeeping
clarification since no business was conducted prior in 2001 under this
agreement.
29. Rental Payment. The 12-28-01 Agreement shall be modified to provide
that the rent shall be payable at the rate of $1.00 per month plus other good
and valuable consideration.
30. Term. This agreement shall extend the term of the 12-28-01
agreement for an additional period of 9 months unless terminated earlier or
extended by consent of both of the parties. Closing of the purchase agreement
between Lessee (or any of its subsidiaries or affiliates) and Owner shall be
deemed consent to terminate this agreement.
IN WITNESS WHEREOF, the parties have signed, sealed, delivered and
acknowledged this agreement as of the date first set forth above. Witness:
Total Recycling Services of Connecticut, Inc.
/s/ Xxxxxx X. Xxxxxx, Xx.
Xxxxxx X. Xxxxxx, Xx., Pres.
Connecticut Waste Oil, Inc.
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, Pres. & Individually
