Exhibit 2.5
AGREEMENT
This Agreement is effective as of the first day of September, 2004 by and
between Xxxxxxxxxx Family Investment Partnership, LP, a California Limited
Partnership ("SFIP") with its principal place of business located at 00
Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 and Smart Truck
Systems, Inc., a Nevada corporation qualified to do business in the State of
California ("STS") whose principal place of business shall be 00000 Xxxxxxxxxx
Xxxx., Xxxxxx Xxxxxx, Xxxxxxxxxx 00000.
WHEREAS, STS requires real property and premises within Moreno Valley,
California to conduct its manufacturing, fabrication and assembling business;
and
WHEREAS, SFIP owns a certain parcel of land and a building located at 00000
Xxxxxxxxxx Xxxx., Xxxxxx Xxxxxx, Xxxxxxxxxx 00000 (the "Premises") which is
suitable for the business activities of STS; and
WHEREAS, STS seeks to utilize the building and premises as depicted in the
diagram attached hereto as Exhibit "A" and by this reference incorporated herein
and SFIP is willing to grant a License to STS for its use on the following terms
and conditions.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. SFIP hereby grants STS the right to use that portion of the Premises
described in Exhibit "A" for the fabrication, construction, manufacture, and
assembly of vehicles and equipment utilized in the waste collection and disposal
industry- This Agreement also allows for the storage of the vehicles and
equipment and movement of personnel and vehicles on and over the Premises by
STS' employees.
2. STS shall be allowed to utilize the Premises for a period of one year
commencing on September 1, 2004 and ending on August 31, 2005. This License may
be extended for an additional one year period on the same terms and conditions
upon the mutual agreement of the parties.
3. Licensee shall pay to SFIP, as and for a monthly rental for the Premises
the following amounts. Licensee shall pay the sum of Five Thousand Dollars
($5,000.00) per month for the months of September and October, 2004. Thereafter,
Licensee shall pay the sum of Twenty Thousand Dollars ($20,000.00) per month
through the conclusion of the License. The monthly rental shall be paid on the
first day of each month during the term of this Agreement.
4. STS, at its sole expense, shall maintain and keep in good order,
condition and repair the entirety of the Premises during the term of this
Agreement
5. STS shall make no improvements to, or alter the Premises in any way
whatsoever without the written approval of SFIP.
6. STS agrees to indemnify and hold SPIP, Yucaipa Towing and its affiliates
and related entities harmless from and against all claims, damages, losses and
expenses, including reasonable attorneys' fees, arising out of STS' use of the
Premises, which is caused in whole or in part by STS' negligent act or omission
or that of an agent for whose acts STS is deemed liable. SFIP agrees to
indemnify and hold STS harmless from and against all claims, damages, losses and
expenses, including reasonable attorneys' fees, arising out of Yucaipa Towing's
use of the property licensed to that entity.
7. STS shall maintain with respect to the Premises and its operations
conducted pursuant to this license comprehensive public liability insurance in
the amount of S 1,000,000 per occurrence and $1,000,000 aggregate coverage with
a responsible insurance carrier qualified to do business in California and in
good standing therein naming SFIP as an additional insured as well as Licensee
against injuries to persons or damage to property as provided.
STS shall deliver to SFIP certificates evidencing such insurance at or
prior to September 10, 2004. All such insurance certificates shall provide that
such policies shall not be cancelled without at least ten (10) days prior
written notice to SFIP.
8. At any time that STS is open for business, SFIP or its representative
shall have the right to enter the Premises to inspect the Premises, perform any
repairs or for any other legitimate business purpose- SFIP shall utilize; its
best efforts to minimize interference with the conduct of STS' business.
9. Upon termination or expiration of this Agreement, STS shall restore the
Premises to the condition it was in prior to the commencement of this Agreement.
STS agrees to provide reasonable restitution for any permanent damage to the
Premises which is caused by STS.
10. In any litigation, arbitration, or other proceeding by which one party
seeks to enforce its rights under this Agreement, the prevailing party shall be
awarded reasonable attorneys' fees, together with any costs and expenses, to
resolve the dispute and to enforce the final judgment.
IN WITNESS WHEREOF, the parties have executed this Agreement on the 15th day of
September, 2004.
"STS" "SFIP "
Smart Truck Systems, Inc. Xxxxxxxxxx Family Investment Partnership
By /s/ XXXXXX XXXXXXX By: /s/ XXXXX XXXXXXXXX
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Xxxxxx Xxxxxxx, President Xxxxx Xxxxxxxxx, Authorized Agent
