Day Divagakasn ote 4 01/24/2023 08:55 PH A Pages 24 Official Records of ST THOHAS / ST JOHN ERICA DOVER H.P.A., RECORDER OF DEEDS Fees $0.00 LEASE AGREEMENT GOVERNMENT OF THE VIRGIN ISLANDS DEPARTMENT OF PROPERTY AND PROCUREMENT And COURTESY CAR WASH, LLC PREMISES: Parcel No. 300-B Revised Cruz Bay Town, Cruz Bay Quarter, St. John, U.S. Virgin Islands, consisting of 2,911.36 U.S. sq. ft. or 0.07 U.S. acre of improved land more-or-less. Article J 1.01 1,02 Article II 2.01 2.02 2.03 2.04 Article II 3.01 3.02 3.03 3.04 Article IV 4.01 4.02 4.03 4.04 4.05 4.06 4.07 Article V 5.01 Article VI 6.01 6.02 6.03 6.04 Article VII 7.01 7.02 Article VII 8.01 8.02 TABLE OF CONTENTS PLOMUSCS ..sssssssscsessssesesnseesesssesseseessnnssnssstnessessansastnoesnuseeceesccsssccc, 1 USC nesesssansnsssosssssssssssneseonssessstsnsesssstssssssssesnensensseetssntsseeseeeccenccceeeen, 1 TOLD sssssscssesssseernsssesesnsssonsnseesssseessssesssssssnsssssesesssssestnnnsssesccssesecce 1 OPTIONS ..esesssesenescsecsnnensssatoecenesereseseesatsunseseetnstsstateutpieeeeesosseccc, 1 Failure to Give Possession ....ssssssssssssssssessessssssteseeeeoosncn, 2 Holding Over ......ssossssssssssssssssssssssssessesssesssesssstestsssstsstroserocccccccccn, 2 Anmual REM ....ssscccscssssssssnsssssnssssssssesescsccessenceneeseesesstessesnsnsnesescoscoosecs 2 Construction and Reduced Rent Period ...sc.cscsssssssssssseeeeeeec, 2 Readjustment of Rent ...cs.cs.scsccsssssssssssssssssussesesssssstsessasseseeeeeseessese..., 3 Payment Charges ......sssssessssccsssssssssssssssssssssssssssetsnstatieeeseecc.,.,,,, 3 IMPLOVEMENES .....ssssesssessoccccsssesssnvessersssssossssvesessestnassesssseeccesesesesccsccecc. 4 Title to Improvements ...........ssssssssssssssesssssssseesetsesesaeesneeecocece.,, 4 Location and Improvements ....sscsssssesssssssesssssssmeeeseeseeseeeoeeecccs, 5 Real Property Tax ....sssssssssssssssssesssessssssssssssuessueestssseseeeceesceecccnn, 5 Repairs by Lessee ....cssssscssssonsssscssssssssesssssnessesesestsssssosseeseeoeeeccccccaa,,, 5 Failure of Lessee to Repair .......ccssssssecsecssssssssssssecsussesssssssssevoecsecsessec. 5 Excavation and Sorting seseadscvosouenshinessoressssesisensersensesesssnssecosesvacsencessas D Mechanic’s Lien..........ssscsssscsossscsssssssssesesessssessesssssasesessesessinesscccssssss, 6 Liability Insurance o.oo. esesssessessssssssuesussnscsussecasessosusssecosceseeseece. 6 FEMUR nncasnonsrannsnsnssniisineiishitdsnmeecemmerroasuensreveeveratpapssticéecsies........ 6 Note Liability...ssssssnssunsssssanistsnusssssssnneneensconsnsssesesetsnessseessinidososescoeeces, 7 Non-Fire and Extended Coverage by Lessee...........sessssessessecceceseeesecs Z ACCESS 10 Premises ........ccssesecsecscsssssnesssssssesssssuresssssssassssssosseeccssessecs 7 Easement for Pipes and Water Storage Tank Facility .......sccccscccssssens 7 Notice of Condemnation ........s..ccsssssssessssuesesssssasssssssscsssoseesccsescsssecc 8 tee emer acta 8.03 8.04 8.05 Article IX 9.01 9.02 9.03 9.04 9.05 Article X 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 10.10 10.11 10,12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.20 TABLE OF CONTENTS CONT’D Taking of Leasehold .......scsssssessssssesssesssesssssssesessssesessesssuesoosseseossccossecs 8 ANMWAL TMA acecsvisrissiis eanznonnnancaronossueresrevssesteesgunssnasi¢;ipsisnaiisssiinacs. 8 Partial Taking.....sssssssssscssesssssessssessssesessvesssessssssesessssestsessoseccceeseccoseeses 8 i 9 Termination.........sscsscssesssssseessneesssssssssosssusersusessssscestasecsssecossesccossccosss 10 Repossessing and Reletting ........cccc..ccsssssssssssnseesssssseeessseseseeeeeccsseee. 10 Assignment and Transfer .........c.cccsscssssssscsesessseeccsssssccsosesesesoeecccesse. 10 Subleasing ..........sscssscsesssesssssesssssssssuesesssvecsnsssssnrasessesssesosseesesesesccssss, 10 TNR csr ucvepsncsssssasivcssihinssidnnnnonoresnnenvesanscesnsuscnasovasosavicsiissisicecs.... 11 Non-discrimination ..........sssssssssssessosecsssssssesuessorssessesessosensecsessssossoos 11 Officials not to Benefit ..........scssssssssscsssessssssessucesessvesssssscsssecocescocesee 11 Agreement made in the Virgin Islands ..0.........cscsscessessessssseoeoesossceees 11 Counterparts .........csccssscesesscssnesneesusssusssnsesusenuepaieseseseeeeseeeeeeeeeeeccccce, 11 Cumulative Rights and Remedies ..............ccssccssssssssessesssssesesssseccooe 1] Interpretation..........csscsssusssscnsescsssssnssssssssssnsessuvessstussssapessseeesoesceccesce 11 Agreement made in Writing .0........scs.cssssssssessovsessssveossssssssesccssseedssees 1] Paragraph Headings ........ssssccssssssssssssescssssssssssssessssrsesstussssssescsneesccsses 11 Invalidity of Ilegality of Provisions.............ss.csseccssssssssssecssoeeecoeeoos 12 Successors and ASSigns.........secsssssssssssessessescovessecessesssssssesesescesteesecoes 12 BREN xc oscvcecssnsyvaniiasstnsssbiteiaisnnnmsavasnnomensenvnasssagveeseseiunesiiaidiasiziaa.. 12 PATI FRGUEO sec cecssancpsnsnnssssannicdssisbnknnsaneneneeesarasronnvescaseeares 12 ABTOCMEN.......ssscssssccvesssseccsnsssesessssssnessssessnecsnesssssecsssersssesonesesesecoesess 12 Conflict of Interest ................sssssssssssssesssescssesessesssssssessssescoeeecesseseccs., 12 Rights of Holder of the Leasehold Mortgage ......s.csessssssecssssssoecssees 13 Compliance with Laws .......cssscssssssssesscssssssessecorsssstavesssseessesconeecoseess 13 WHIGER avecsennsnnsasinsniaesstsieesensnsonaransemesscouvsesenicaiaisisisinccéissiis...._. 14 Enforcement of Lease Terms ......s..ccssssssssssecssessssecsssesscseeseeescoeeecceeee, 14 Courtesy Car Wash, LLC Parcel No. 300-B Revised Cruz Bay Town, Cruz Bay Quarter, St. John, USVI Page I LEASE AGREEMENT THIS LEASE made this day of » 2022, by and between the GOVERNMENT OF THE VIRGIN ISLANDS, acting through its Commissioner of the Department of Property and Procurement, (hereinafter “Lessor” or “Government”) or Government and Courtesy Car Wash, LLC, whose Mailing Address is P.O. Box 1316, St. John, Virgin Islands 0083 1, (hereinafter “Lessee”). WITNESSETH: In consideration of the mutual covenants and agreements herein set forth it is hereby agreed: ARTICLE I PREMISES AND USE 1.01 Premises: The Lessor hereby leases to the Lessee and the Lessee hires and takes . from the Lessor Parcel No. 300-B Revised Cruz Bay Town, Cruz Bay Quarter, St. John, U.S. Virgin Islands, consisting of 2,911.36 U.S. sq. ft. or 0.07 U.S. acre of improved land more-or-less, which is zoned “P” (hereinafter “Premises”) shown on O.L.G. Drawing No: D9-9302-T018, a copy of which is attached and made a part hereof as Exhibit “A,” 1.02 Use: The Lessee shall hereby use the Premises to operate a public car wash, and for other related purposes. Said use is contingent on the Lessee obtaining and maintaining the required permits and licenses for the operation of same as required in Paragraph 10.17. ' ARTICLE II 2.01 Term: The term of this Lease shall be fora period thirty (30) years (“Initial Term”) commencing on the first (1*) day of the month following approval by the Legislature of the Virgin Islands (“Commencement Date”). 2.02 Options: If Lessee is not in default in the performance of any material condition ' this Lease at the expiration of the Initial Term, Lessee shall have the option to renew this Lease for two (2) additional terms of ten (10) years (each a “Renewal Term”) at the rent provided for in Paragraph 3.03 hereof by giving written notice of such renewal at least thirty (30) days prior to the expiration of the Initial Term in the Lessee's Initials FFE Courtesy Car Wash, LLC Parcel No. 300-B Revised Cruz Bay Town, Cruz Bay Quarter, St. John, USVI Page 2 case of the first renewal or at least thirty (30) days prior to the expiration of the Renewal Term in the case of the second renewal. 2.03 Failure to Give Possession: The Lessor shall not be liable for failure to give possession of the Premises upon the Commencement Date by reason of the fact that the Premises are not ready for occupancy, or due to prior lessee wrongfully holding over or any other person wrongfully in possession of the Premises; in such event the rent shall not commence until possession is given or is available, but the term herein granted shall not be extended. 2.04 Holding Over: If Lessee remains in possession of the Premises after expiration of the term hereof, without Lessor’s express consent and without any distinct agreement between Lessor and Lessee, Lessee shall become a month-to-month Lessee and there shall be no renewal of this Lease by operation of law. During the period of any such holding over, all provisions of this Lease shall be and remain in effect except the rent provisions. The rent during this hold over period shall be two hundred percent (200%) of the rent payable for the last calendar month of the term of this Lease, including renewals or extensions. The inclusion of the preceding sentence in this Lease shall not be construed as Lessor’s consent for Lessee to hold over. TICL RENT 3.01 Annual Rent: The Lessee shall pay to the Lessor an Annual Rent Twenty-Four Thousand Dollars and Zero Cents ($24,000.00) payable in equal monthly installments of Two Thousand Dollars and Zero Cents ($2,000.00) during the term of this Lease. The Annual Rent shall commence on the first (1%) day of the month after the Construction and Reduced Rent Period of sixty (60) months or less has expired, as described in Paragraph 4.01 herein. Payment of Annual Rent shall be made in equal monthly installments in advance on the first (1°) day of every month during the term thereof, without any previous demand by Lessor, provided, however, if possession of the Premises is granted to the Lessee at a date after the first (1*) of the month, then in such event the rent for such first (1°) month shall be prorated. The Annual Rent or Construction and Reduced Rent Period shall be paid at Lessor’s office at 8201 Subbase Suite #4, St. Thomas, Virgin Islands, 00802, together with any other sum due as additional rent as provided herein. 3.02 Construction and Reduced Rent Period: Lessee shall be required to pay reduced rent during the Construction Period of sixty (60) months, the Construction and Lessee’s Initials FE__— Courtesy Car Wash, LLC Parcel No. 300-B Revised Cruz Bay Town, Cruz Bay Quarter, St. John, USVI Page 3 3.03 3.04 Reduced Rent Period is hereinafter defined in Paragraph 4.01, and Lessee shall be required to make reduced rent payments as follows: A. Lessee shall be required to pay Three Hundred Dollars and Zero Cents ($300.00) per month, for months one ( 1) through twenty-four (24) of this Lease. B. Lessee shall be required to pay One Thousand Dollars and Zero Cents ($1,000.00) per month, for months twenty-five (25) through sixty (60) of this Lease. Readjustment of Rent: The rent payable under this Lease shall be adjusted after the first (1) five (5) years of the Initial Term, and every year thereafter, including any Renewal Term, in accordance with the increase of the Consumer Price Index (“CPI”) as established by the U.S. Department of Labor, Bureau of Labor Statistics for “All Items, All Urban Consumers (1967-100%)” as follows, provided, however, no adjustments in rent for any year shall be increased more than three percent (3%) over any preceding year. i. The CPI as of the first (1*) month of the Initial Term and as of the first (15) month of each subsequent Lease year shall be the base price index and the CPI as of the month immediately preceding the first (1") month of any Lease year after the first (1") Lease year of the Initial Term shall be the current price index. ii. The current price index shall be divided by the base price index and the quotient thereof shall be multiplied by the annual rent of the prior year. iii. The resulting product shall be the annual base rent for the current year. iv. At the end of the first (1) five (5) years of the Initial Term and every year thereafter of this Lease, the base rent shall be adjusted in the same manner, using the index for the month preceding the first (1") month of each Lease year of the Lease Term for the current price index. In no event other than stated in 3.02 shall any rent determined in the above manner be reduced below the annual rent of Twenty-Four Thousand Dollars and Zero Cents ($24,000.00). Late Payment Charges: Lessee acknowledges that late ‘payment by Lessee to Government of rent and other charges provided for under this Lease will cause Government to incur costs not contemplated by this Lease, the exact amount of such costs includes without limitation, processing, and accounting charges. Therefore, if any installment of rent or any other charge due from Lessee is not received by Government within ten (10) days of the date due, Lessee shall Lessee’s Initials _——/ Courtesy Car Wash, LLC Parcel No. 300-B Revised Cruz Bay Town, Cruz Bay Quarter, St. John, USVI Page 4 pay, as a late charge, to Government an additional ten percent (10%) of the amount owed for monthly rent or any other charges, including but not limited to repair costs and attorney’s fees, as a late charge. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Government will incur by reason of the late payment by Lessee. Acceptance of any late charge shall not constitute a waiver of Lessee’s default with respect to the overdue amount, nor prevent Government from exercising any of the other rights and remedies available to Government. ARTICLE [V IMPROVEMENTS 4.01 4.02 Improvements: As a part of the consideration for this agreement, the Lessee shall provide at its own cost and expense the following improvements (the “Improvements”) owned by Lessee at an estimated cost of Five Hundred Thousand Dollars and Zero Cents ($500,000.00) which is subject to the prior written consent obtained in each-and-every case from the Commissioner of Property and Procurement; in addition to whatever other licenses or permits are deemed necessaty. Improvements to be made to the-Premises are as follows: LIST OF IMPROVEMENTS Demolish the existing derelict structure: Construct a car wash facility; Install video surveillance equipment; Install water drainage; Landscaping and Fencing where necessary; Install standby generator. AN PWN DE The improvements shall be completed no later than sixty (60) months of the Commencement Date of this Lease (“Construction Period”). Lessee agrees to keep the said Premises and appurtenances as repaired, in a clean, sightly, and tenantable condition, and to return said Premises to Lessor upon the expiration or other termination of this Lease, in as good condition as it was since the last repairs were made, less reasonable wear and tear from intervening use. Title to Improvements: At the conclusion of this Lease or if renewed, any renewal, title to any structure or improvement by Lessee which is attached to the realty shall vest in the Lessor. Furniture or other personal items, if not removed from the Premises prior to termination shall become the property of the Lessor. Lessee’s Initials SE Courtesy Car Wash, LLC Parcel No. 300-B Revised’ Cruz Bay Town, Cruz Bay Quarter, St. John, USVI Page 5 4.03 4.04 4.05 4.06 4.07 Location and Improvements: The above-mentioned improvements are located at Parcel No. 300-B Revised Cruz Bay Town, Cruz Bay Quarter, St. John, U.S. Virgin Islands. Real Property Tax: Upon the completion of any improvements constructed on the Premises, Lessee shall notify Lessor who shall notify the Tax Assessor for the purpose of making-an-assessment of the value of the improvements. Lessee hereby agrees to pay, any-and-all taxes, assessments, and other charges of any description levied or assessed during the term of this Lease by the Office of the Lieutenant Governor, Tax Assessor on or against any improvements constructed by Lessee or other equipment or fixtures installed by Lessee on the Premises. Assessments shall only apply to those improvements owned by Lessee during the term of this Lease. Repairs by Lessee: Lessee shall at its own cost and expense, make all repairs, structural or otherwise to the interior and exterior of said Premises. Repairs, as used herein shall mean all repairs, replacements, renewals, alterations, additions, improvements, and betterment. The provisions of this section shall not apply in the case. of damage or destruction by fire or other insured casualty or by eminent domain, in which event the obligations of the Lessor and Lessee shall be controlled as hereinafter provided. Failure of Lessee to Repair: In the event the Lessee, after it shall have been given a twenty (20) day notice (except in a case of emergency in which event reasonable notice under the circumstances shall be sufficient), refuses and neglects to make any repair for which it is responsible, or if repair is necessitated by reason of the Lessee’s negligent acts or omissions, then the Lessor may make such repairs. Lessor shall not be responsible for any loss, inconvenience or damage resulting to Lessee because of Lessor’s repair. The cost of such repairs by Lessor, together with interest at the rate provided in Paragraph 3.04 shall be paid by the Lessee as additional rent. cavation Sorting: If any excavation shall be made or contemplated to be made for building or other purposes upon property or streets adjacent to or nearby the Premises, Lessee either: a. shall afford to the person or persons causing or authorized to cause such excavation the right to enter upon the Premises for the purpose of doing such work as such person or persons shall consider to be necessary to preserve any of the walls or structures of the improvements on the Premises from injury or damage and support the same by proper foundation, or b. Shall, at the expense of the person or persons causing or authorized to cause such excavation, do, or cause to be done all such work as may be necessary Lessee’s Initials Courtesy Car Wash, LLC Parcel No. 300-B Revised Cruz Bay Town, Cruz Bay Quarter, St. John, USVI Page 6 to preserve any of the walls or structures of the improvements on the Premises from injury or damages and to support the same by proper foundations, Lessee shall not by reason of any such excavation or work, have any claim against Lessor for damages or indemnity or for suspension, diminution, abatement, or reduction of rent under this Lease. ARTICLE V MECHANIC’S LIEN 5.01 Mechanic’s Lien: Nothing contained in this Lease shall be deemed, construed, or INS 6.01 6.02 interpreted to imply any consent or agreement on the part of Lessor to subject Lessor’s interest or estate to any liability under any mechanic’s lien. Should any notice of intention to file a lien under Title 28, Chapter 12 of the Virgin Islands Code or any mechanics or other lien be filed against the property of the Lessor, for any work, labor, services or materials performed at or furnished to the Premises for or on behalf of the Lessee or anyone holding any part of the Premises through or under Lessee, Lessee shall cause the same to be cancelled and discharged of record by payment, bond or order of a court of competent jurisdiction within thirty (30) days after notice by Lessor to Lessee. If Lessee fails to discharge said lien then the Lessee shall forthwith reimburse the Lessor the total expenses incurred by the Lessor in discharging the said lien, as additional rent hereunder. ARTICLE VI CE INDEMNITY Liability Insurance: Lessee shall, during the term thereof, keep in full force and effect a policy of public liability and property damage insurance in which the limits of public liability shall be no less than One Million Dollars ($1,000,000.00) property damage, One Million Dollars ($1,000,000.00) for one person injured or killed, and One Million Dollars ($1,000,000.00) for any number of persons injured or killed in any one accident. All of said insurance shall be in a form satisfactory to Lessor and shall provide that it shall not be subject to cancellation, termination, or change, except after thirty (30) days prior written notice to Lessor, Lessee shall furnish Lessor, or Lessor’s designee, with a certificate of insurance evidencing the coverage required hereunder on the day Lessee commences occupancy or work in or about the Premises herein leased. All such policies shall name the Lessor as additional insured for the full insured amount. Indemnity: Lessee agrees to indemnify and hold Lessor harmless from and against any and all claims and demands (unless resulting from the negligence of the Lessor, its agents, contractors, servants or employees) for or in connection with, any Lessee’s Initials FE Courtesy Car Wash, LLC Parcel No. 300-B Revised Cruz Bay Town, Cruz Bay Quarter, St. John, USVI Page 7 6.03 6.04 accident, injury or damage whatsoever caused to any person or property arising, directly or indirectly, out of the business conducted on the Premises leased herein or occurring in, on or about said Premises or any adjacent area under the control of the Lessee or arising directly or indirectly, from any act or omission of Lessee or subtenant or their respective servants, agents, employees, or contractors, and from and against any and all costs, expenses and liabilities incurred in connection with any such claim or proceeding brought thereon. Non-Liability: Lessor shall not be responsible or liable to Lessee for any loss or damage that may be occasioned by the acts or omissions of persons occupying any property adjacent to or adjoining the Premises, or any part thereof, or for any loss or damage resulting to Lessee or its Premises from water, gas, steam, fire or the bursting, stoppage, or leaking of pipes, provided such loss or damage is not occasioned by the negligence of Lessor or its agents, contractors, or employees. Fire and Extended Coverage by Lessee: Lessee shall keep all buildings on the Premises insured against loss or damage by fire, windstorm, and earthquake with the usual extended coverage endorsements, in amounts not less than eighty percent (80%) of the full insurable value thereof, above foundation walls. All such policies shall name Lessor as additional loss payee for the full insured amount, A copy of all insurance policies shall be delivered to the Lessor within twenty (20) days of Lessee’s receipt of its Occupancy Certificates for the Premises. ARTICLE Vil ENTRY BY LESSOR 7.01 7.02 Access to Premises: Lessor or Lessor’s agents shall have the right to enter upon the Premises at all reasonable times to examine the same and to show them to prospective purchasers, lenders, or lessees. Easement for Pipes and Water Storage Tank Facility: Lessee shall permit Lessor or its designees to erect, use, maintain and repair pipes, water storage tank facility, cables, and wires, on or through the Premises as and to the extent that Lessor may or hereafter deem to be necessary or appropriate. All such work shall be done, so far as practicable, in such manner as to avoid interference with Lessee’s use of the Premises. Lessee’s Initials BE — Courtesy Car Wash, LLC Parcel No. 300-B Revised Cruz Bay Town, Cruz Bay Quarter, St. John, USVI Page 8 ARTICLE VII CONDEMNATION 8.01 Notice of Condemnation: The party receiving any notice of the kind specified below which involves the Premises shall promptly give the other party notice of the receipt, contents, and date of the notice received, which shall include: a. Notice of Intent of Taking. b. Service of any legal process relating to condemnation of the Premises for improvements. c. Notice in connection with any proceedings or negotiations with respect to such a condemnation. , 8.02 Rights of Lessor and Lessee: Lessor and Lessee shall each have the right to represent its respective interest in each proceeding or negotiation with respect to a taking or intended taking and to make full proof of its claims, No agreement, settlement, sale, or transfer to or with the condemning authority shall be made without the consent of both parties. Lessor and Lessee each agree to execute and deliver to the other any instrument that may be required by the provisions of this Lease relating to the condemnation. 8.03 Taking of Leasehold: Upon the total taking, Lessee’s obligation to pay rent and other charges hereunder shall terminate on the date of taking, or possession given, whichever is earlier, but Lessee’s interest in the leasehold shall continue until the taking is completed by deed, contract, or final order of condemnation. 8.04 Total Taking: Upon a total taking, all sums including damages and interest awarded for the fee, leasehold, or both shall be distributed and disbursed as Lessor and Lessee may agree, or in the absence thereof, in accordance with the laws of the Virgin Islands. 8.05 Partial Taking: Upon a_ partial taking, all sumsincluding damages and interest awarded for the fee, leasehold or both shall be distributed and disbursed to Lessor and Lessee as they may agree or, in the absence thereof, in accordance with the laws of the Virgin Islands. Upon a partial taking Lessee shall have the option of terminating this Lease upon thirty (30) days’ notice to Lessor. Lessee’s Initials SE Courtesy Car Wash, LLC Parcel No, 300-B Revised Cruz Bay Town, Cruz Bay Quarter, St. John, USVI Page 9 ARTICLE IX CANCELLATION, TERMINATION AND ASSIGNMENT AND TRANSFERS 9.01 Cancellation: This Lease shall be subject to cancellation by Lessor in event Lessee shall: A. Be in arrears in the payment of the whole or any part of the amount agreed upon hereunder for a period of forty-five (45) days after the Lessor has notified Lessee in writing that payment was not received when due. B. File in court a petition in bankruptcy or insolvency or for the appointment of a receiver or trustee for all or a portion of Lessee’s property. C. Make any general assignment for the benefit of creditors. D. Abandon the Premises by not occupying the Premises for a period of ninety (90) days without notice to the Lessor and failing to pay rent during that ninety (90) day period. E. Default in performance of any of the covenants and conditions required herein (except rent payments) to be kept and performed by Lessee, and such default continues for a period of forty-five (45) days after receipt of written notice from Lessor to cure such default, unless during such forty-five (45) day period, Lessee shall commence and thereafter diligently perform such action as may be reasonably necessary to cure such default. If default by Lessee in the performance of its obligations hereunder is precipitated in whole or in part, by activities for which Lessor is solely responsible, the period herein established to commence a cure for the said default will be extended for a reasonable period to account for the effect of Lessor’s activities. F. Be adjudged bankrupt in involuntary bankruptcy proceedings. G. Be made a party of any receivership proceeding in which a receiver is appointed for the Premises or affairs of Lessee where such receivership is not vacated within sixty (60) days after the appointment of such receiver. _H. Fail to pay the outstanding assess real property taxes for two (2) years on improvements Lessee constructed upon the Premises. In any of the aforesaid events, Lessor may take immediate possession of the Premises and remove Lessee’s effects, to the extent permitted by law, without being deemed guilty of trespassing, Lessee’s Initials SS Courtesy Car Wash, LLC Parcel No. 300-B Revised Cruz Bay Town, Cruz Bay Quarter, St, John, USVI Page 10 Failure of Lessor to declare this Lease terminated upon the default of Lessee for any of the reasons set out shall not operate to bar or destroy the right of Lessor to cancel this Lease by reason of any subsequent violation of the terms of this Lease. 9.02 Termination: This lease shall terminate at the end of the Lease term or last exercised Renewal Term. 9.03 Repossessing and Re-letting: In the event of default by Lessee hereunder which shall remain uncured after the required notices have been given pursuant to this Lease and for such time as provided herein, Lessor may at once thereafter, or at any time subsequent during the existence of such breach or default: A. Enter into and upon the Premises or any part thereon and repossess the same, expelling there from Lessee and all personal property of Lessee (which property may be removed and stored at the cost of and for the account of Lessee), to the extent permitted by law. B. Either cancel this Lease by notice or without canceling this Lease, re-let the Premises or any part thereof upon such terms and conditions as shall appear advisable to Lessor. If Lessor shall proceed to re-let the Premises during any month or part thereof, at less than the rent due and owing from Lessee during such month or part thereof under the terms of this Lease, Lessee shall pay such deficiency to Lessor upon calculation thereof, provided Lessor has exercised good faith in the terms and conditions of re-letting. Payment of any such deficiencies shall be made monthly within ten (10) days after receipt of deficiency notice. If any suit or action is brought by Lessor against the Lessee to enforce any of the provisions of this Lease, the Lessor shall be entitled to collect reasonable costs and attorney’s fees in the action or proceeding. 9.04 Assignment and Transfer: Lessee shall not assign or transfer this Lease or any interest therein, without the prior written consent of Lessor which shall not be unreasonably withheld. Any consent of any assignment shall not be deemed consent to any subsequent assignment. 9.05 Subleasing: Lessee may not sublet the Premises in whole or in part without Lessor’s advance written consent. Lessor's consent does not release Lessee from any of its obligations under this Lease. In-the-event that Lessor consents to subleasing of the Premises or any part thereof, the Lessee shall pay to the Lessor an additional amount equal to thirty-five percent (35%) monthly of such subleasing income as additional rent. This additional rent shall be due and payable on the next rent day after such subletting rent becomes due from the subtenant. Lessee 's Initials_ SE Courtesy Car Wash, LLC Parcel No. 300-B Revised Cruz Bay Town, Cruz Bay Quarter, St. John, USVI Page Il ARTICLE X GENERAL TERMS AND CONDITIONS 10.01 Notices: All notices provided to be given undet this Lease shall be given by . certified or registered mail, return receipt requested, postage fully prepaid, addressed to the proper party at: LESSOR: Department of Property and Procurement 8201 Subbase Suite 4 St. Thomas, Virgin Islands 00802 LESSEE: Courtesy Car Wash, LLC P.O. Box 1316 St. John, Virgin Islands 00831 The address of either party may be changed from time to time by giving written notice to that effect. 10.02 Non-discrimination: Lessee in exercising any of the rights or privileges granted by this Lease, shall not, on the grounds of race, color, creed, sex, or national origin discriminate or permit discrimination against any person. 10.03 Officials not to Benefit! No member of the U.S. Congress or the Territorial Legislature, no official or officer of the United States or the Virgin Islands Government, or any of their instrumentalities shall be admitted to any share of this Lease or any benefit of value that may arise therefrom. 10.04 Agreement made in the Virgin Islands: The laws of the U.S. Virgin Islands shall govern the validity, performance, and enforcement of this Lease. 10.05 Counterparts: This document is executed in one part which shall be deemed an original. 10.06 Cumulative Rights and Remedies: All rights and remedies of Lessor here enumerated shall be cumulative, and none shall exclude any other right or remedy allowed by law. Likewise, the exercise by Lessor of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. 10.07 Interpretation: Words of gender used in this Lease shall be held to include the singular, plural, and vice versa unless the context otherwise requires. 10.08 Agreement Made in Writing: This Lease contains all agreements and conditions made between the parties hereto and may not be modified orally or in any manner other than by agreement in writing signed by the parties hereto or their respective successors in interest. 10.09 Paragraph Headings: The table of contents of this Lease and the captions of the various articles and paragraphs of this Lease are for convenience and ease Lessee's Initials JE Courtesy Car Wash, LLC Parcel No. 300-B Revised Cruz Bay Town, Cruz Bay Quarter, St. John, USVI Page 12 of reference only and do not affect the scope, content, or intent of this Lease or any part or parts of this Lease. 10.10 Invalidity or [legality of Provisions: The invalidity or illegality of any provisions i shall not affect the remainder of this Lease. 10.11 Successors and Assigns: All terms, provisions, covenants, and conditions of this Lease shall inure to the benefit of and be binding upon Lessor and Lessee and their successor, and assigns. 10.12 Broker: Lessee covenants, warrants, and represents that there was no broker instrumental in consummating this Lease, and that no conversations or prior negotiations were had with any broker concerning the renting of. the i Premises. Lessee agrees to hold harmless Lessor against any claims for brokerage commission arising out of any conversation or negotiation had by Lessee with any broker. 10.13 Approvals Required: This Lease shall not become effective unless approved by the Governor and the Legislature of the Virgin Islands. 10.14 Entire Agreement: This Lease constitutes the entire agreement of the parties relating to the subject matter addressed herein. This Lease supersedes all prior communications or agreements between the parties, with respect to the subject matter herein, whether written or oral. 10.15 Conflict of Interest: Lessee covenants that it has no interest and will not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its obligations under this Lease. a. Lessee further covenants that it is: 1. not a territorial officer or employee (i.e. the i Governor, Lieutenant Governor, member of the Legislature or any other elected territorial official; or an officer or employee of the Legislative, Executive or Judicial branch of the Government or any agency, board, commission or independent instrumentality of the Government, whether compensated on a salary, fee or contractual basis); or 2. a territorial officer or employee and, as such, has: i. familiarized itself with the provisions of Title 3 Chapter 37, VirginIslands Code, pertaining to conflicts of interest, including the penalties provisions set forth in Section 1108 thereof; Lessee's Initials BE __— | Courtesy Car Wash, LLC Parcel No. 300-B Revised Cruz Bay Town, Cruz Bay Quarter, St. John, USVI Page 13 ii. not made, negotiated, or influenced this contract, in its official capacity; and iii. no financial interest in the contract as that term is defined in Section 1101 of said Code chapter. 10.16 Rights of Holder of the Leasehold Mortgage: Notwithstanding anything to the contrary herein contained, Lessor agrees that in the event that Lessee secures a leasehold mortgage and thereafter defaults in the performance, of any of the terms and conditions of this Lease, Lessor will give notice of such default to any holder of the leasehold mortgage (where Lessor has been notified of the identity of the leasehold mortgagee) and a like notice of the default to the Lessee. The Lessee or the holder of the leasehold mortgage shall have the right to remedy any such default within a period of forty-five (45) days from the date the notice is mailed by registered or certified mail, return receipt requested, to the holder of the leasehold mortgage and the Lessee. In every case where the holder of the leasehold mortgage elects to acquire possession of the Premises or to foreclose the leasehold mortgage, such holder shall, prior to the acquiring possession or the foreclosing of the leasehold mortgage, (i) give Lessor the right of first refusal to purchase and assume Lessee’s leasehold mortgage interest and obligation, or (ii) to provide a purchaser for Lessee’s leasehold mortgage interest and obligation. The Lessor shall exercise the rights herein set out within one hundred twenty (120) days from the date Lessor is notified by holder of the leasehold mortgage that these rights may be exercised. In the event that this Lease is terminated, Lessor may enter into a new lease of the Premises with the holder of the leasehold mortgage, or its designee, within thirty (30) days after receipt of such request, which new lease will be effective as of the date of such termination of this Lease and shall run for the remainder of the same term, and subject to the same covenants, conditions and agreements; provided that the holder of the leasehold mortgage, or its designee, (i) contemporaneously with the delivery of such request, pay to the Lessor all the installments of basic rent and all other items of additional rent which would have been due for the Lessee had the Lease not been terminated and (ii) all sums due from the date of termination to the date of execution of the new lease. : 10.17 Compliance with Laws: Lessee shall comply with all laws and regulations of the U.S. Government and the Government of the Virgin Islands including but not limited to zoning, Coastal Zone Management (CZM), building codes, environmental and American Disabilities Act (ADA). The Lessee shall obtain all licenses and permits required for the uses permitted on the Premises and to do business in the Virgin Islands as required. Lessee’s Initials 1 Courtesy Car. Wash, LLC Parcel No. 300-B Revised Cruz Bay Town, Cruz Bay Quarter, St. John, USVI Page 14 s * 10.18 Waiver: Waiver by Lessor of any breach of any term condition or covenant of this Lease shall not be deemed to be a waiver of any subsequent breach of the same or any other terms, conditions, or covenants of this Lease. No delay or omission to exercise any right or power hereunder shall impair any right or power of the Lessor; every right and remedy conferred under this Lease may be exercised from time to time and as often as may be deemed expedient by the holder of such right or remedy. 10.19 Enforcement of Lease Terms: Waiver by either party of any breach of any term condition or covenant of this Lease, during the term of this Lease, shall not be deemed tobeawaiver of any subséquent breach of the same or any term, condition, or covenant of this Lease. No delay or omission to exercise any right or power shall be construed to be a waiver of any such right or power and every right and remedy conferred under this Lease may be exercised from time to time and as often as may be deemed expedient by the holder of such right or remedy. [INTENTIONALLY LEFT BLANK — SIGNATURES FOLLOW] Lessee's initials Se sn Courtesy Car Wash, LLC Parcel No. 300-B Revised Cruz Bay Town, Cruz Bay Quarter, St. John, USVI Page 15 IN WITNESS WHEREOF, the parties herein have hereunto set their hands and seals on the day and year first above written. WITNESSES: LESSEE: Manager-Member Courtesy Car Wash, LLC ACKNOWLEDGEMENT Territory of the Virgin Islands . District of St. Thomas, & St. John ) ss: Before me personally appeared Gregory Edward, Manager-Member of Courtesy Car Wash, LLC to me well known or proved to me through satisfactory evidence to be the individual described in and who executed the foregoing instrument for the purposes therein contained. th WITNESS my hand on this !O day of Qugust 4p, Sv 22 KE Lick. DP Notary Public Livia Valencia Blackwood Notary Public St Thomas/St. John, USVI Distrig? NP~491-2) My Commission Expires. August 16, 2025 ONT Courtesy Car Wash, LLC Parcel No, 300-B Revised Cruz Bay Town, Cruz Bay Quarter, St. John, USVI Page 16 GOVERNMENT OF THE VIRGIN ISLANDS ey: Mate». jor — ony D. Thomas ommissioner Dept. of Property and Procurement Date: bff athena i WITNESSES: Date:_O8] 1 Qoar “Assistant Tey Ge ral * Virgin Is Dep ent of Justice APPROVED: DNs Gay Sa a Date: Yr Honorable Albeft Brytn-de. : Governor U.S. Virgin Islands . Frett-Gregory President 34" Legislature of the Virgin Islands ACTNO. 8666 BILL NO. 34-0364 THIRTY-FOURTH LEGISLATURE OF THE VIRGIN ISLANDS Regular Session 2022 An Act approving the lease agreement between the Government of the Virgin Islands, acting through its Commissioner of the Department of Property and Procurement, and Courtesy Car Wash, LLC amefJoon WHEREAS, On September 2, 2022, the Honorable Albert A. Bryan, Jr., Governor of the Virgin Islands executed a lease agreement between the Government of the Virgin Islands, acting through its Commissioner of the Department of Property and Procurement, and Courtesy Car Wash, LLC, through Manager-Member Gregory Edward, for Parcel No. 300-B Revised Cruz Bay Town, Cruz Bay Quarter, St. John, Virgin Islands, consisting of 2,911.36 sq. ft. or 0.07 U.S. acres, as shown on O.L.G File No. D9-9302-T018; WHEREAS, the lessee shall use the premises for a public car wash and other related Purposes, contingent upon the lessee’s obtaining and maintaining the required licensing and permits required; WHEREAS, the premises are leased for an initial term of 30 years, with an option to renew for two additional terms of 10 years; WHEREAS, title 31, section 205 (c) of the Virgin Islands Code requires all leases of government real estate approved by the Governor for a term exceeding one year to be submitted to and approved by the Legislature of the Virgin Islands; and WHEREAS, the purpose of this act is to approve the lease agreement between the Government of the Virgin Islands, acting through its Commissioner of Property and Procurement, and Courtesy Car Wash, LLC, through Manager-Member Gregory Edward; Now, Therefore, SProncesic # So 2 Be it enacted by the Legislature of the Virgin Islands: SECTION 1. Pursuant to title 31, section 205 (c) of the Virgin Islands Code, the Legislature of the Virgin Islands approves the lease agreement between the Government of the Virgin Islands, acting through its Commissioner of the Department of Property and Procurement, and Courtesy Car Wash, LLC, for a term of 30 years, with two options for renewal of 10 years each, for the operation of a public car wash and for other related purposes. Thus passed by the Legislature of the Virgin Islands on December 20, 2022. hd Witness our Hands and Seal of the Legislature of the Virgin Islands this 027 Day of December, A.D., 2022. —— wer Donna A. F Grégory President a Genevieve R. Whitaker Secretary Bill No. 34-0364 is hereby approved. Witness my hand and the Seal of the Government of the United States Virgin Islands at Charlotte Amalie, St. Thomas, This }¥" ay of January, 2023 A.D. Albert Bryan Jr. : Governor >on SProoocecos #