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EXHIBIT 10.1
SURRENDER OF LEASEHOLD
THIS SURRENDER OF LEASEHOLD AGREEMENT IS MADE AS OF THE 14th day of September,
1998, BY AND BETWEEN: PACIFIC GULF PROPERTIES, INC., a Maryland corporation as
Assignor of GOLDEN WEST VISTA ASSOCIATES, a California partnership, hereinafter
called LESSOR, and VANS, INC., a Delaware corporation, hereinafter called
LESSEE.
RECITALS
A. Lessor and Lessee executed a Lease Agreement on May 27, 1992 (the
"Lease"). By the terms of the Lease, the following described property
was leased to Lessee for a term of eleven (11) years and six (6)
months, commencing on September 1, 1992, and ending on February 29,
2004. Located at 0000 Xxxx Xxxxxx Xxxxx, Xxxxxxxx #0, Xxxxx,
Xxxxxxxxxx, being a 90,400 sq.ft., 24 foot clear sprinklered industrial
building.
Lessee desires to surrender the Lease and all rights to the possession
of the Leased premises and to release Lessor from its obligations under
the Lease, and Lessor desires to accept said surrender and to release
Lessee from his obligations under the lease.
Lessor and Lessee therefore agree as follows:
TERMS OF SURRENDER
1. CANCELLATION FEE
In consideration of the mutual promises herein contained, and in consideration
of Lessee paying Lessor in the sum of $238,574.00, Lessee agrees to surrender
the Lease and vacate the premises as described hereinabove as of September 30,
1998, and Lessor agrees to accept such surrender and the premises, and Lessor
and Lessee agree to cancel and terminate the Lease and discharge and release
each other from all obligations under the Lease as of said date.
2. CONDITION OF PREMISES.
Lessee shall deliver the premises to Lessor making the following termination
improvements thereto on or before September 30, 1998.
A. Mill Room. Remove all existing equipment and clean the warehouse floor
of the rubber residue. The existing ventilation system and the existing
electrical overhead lines that run into the milling room shall remain.
All electrical shall be capped off.
B. Offices at Front Entrance. Vacuum carpet, lease window coverings and
built-in cabinetry.
C. Warehouse. Lessee shall remove all equipment from the warehouse areas.
This includes any and all air lines, steam lines, and electrical
associated with the equipment. Lessee shall remove all drop electrical
powerbars, fluorescent hanging and emergency lighting from the ceiling
in the warehouse area. All the electrical shall be capped at the
ceiling level. The high bay sodium lights that were lowered for
assembly shall be retained and returned to ceiling height level. Lessee
shall provide a full ceiling-height warehouse area to allow Lessee's
full use of the warehouse clearance. The fencing in the warehouse,
including the warehouse outlet store, shall be completely removed and
the bolts either removed or cut flush with the existing concrete. The
warehouse floor shall be delivered in broom-clean condition.
D. Repair Roof. Lessee shall repair the roof in the Boiler Room and
Vulcanizer Room areas.
E. Water Clarifier. Lessee shall pump the Water Clarifier and dispose of
the waste.
F. Warehouse Outlet Store. The store shall be removed in its entirety
from the premises by the Lessee.
Lessee makes no warranties to Lessor or any other party regarding the foregoing
work, and Lessor agrees to accept such work "AS IS".
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Surrender of Leasehold
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3. PAYMENT FOR TERMINATION IMPROVEMENTS.
Lessor shall pay Lessee $20,000.00 upon completion of the work of improvement
described in Section 2 above.
4. ENVIRONMENTAL REPORT.
Lessee shall provide Lessor a Phase One Environmental Report which specifically
includes the water clarifier.
5. EARLY OCCUPANCY BY XXXXXX XXXX FOODS, INC.
Lessee is aware that Lessor intends to relet the premises to Xxxxxx Xxxx Foods,
Inc. Lessee hereby consents to early access to the demised premises for Xxxxxx
Xxxx Foods, Inc., to begin its tenant improvements and/or moving rack systems
into the premises. Lessee will be conducting an auction and removing the
equipment. Lessee shall cooperate with Xxxxxx Xxxx Foods, Inc. in phasing out
Lessee's operations and allowing the new tenant access as soon as practicable.
6. CONDITIONS PRECEDENT TO SURRENDER.
This Surrender of Leasehold Agreement is conditioned on the simultaneous
negotiations with Xxxxxx Xxxx Foods, Inc./Xxxxx Holdings for a new Lease
Agreement.
7. DAMAGES.
In addition to any and all damages set forth in the Lessee dated May 27, 1992,
Lessee acknowledges that a substantial inducement and consideration for Lessor
entering into this agreement is Lessee's promise to vacate the demised premises
on or before September 30, 1998. Beginning on October 1, 1998, and thereafter,
Lessee agrees to pay double the daily rental rate for any delay in vacating the
demised premises or completing the termination improvements.
9. TERMINATION IMPROVEMENT PLANS.
Lessee shall provide a written description of any and all termination
improvements describing the scope of work, and any destructive or demolition,
"as built" plans, specification, and other documentation that would assist a
subsequent tenant in determining the extent of any termination improvement.
"LESSOR" "LESSEE"
PACIFIC GULF PROPERTIES, INC. VANS, INC.
a Maryland corporation a Delaware corporation
BY: /s/ XXXXXX X. XXXXX BY: /s/ XXXXX X. XXXXXXXX
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Name Printed: XXXXXX X. XXXXX Name Printed: XXXXX X. XXXXXXXX
Its: Senior Vice President Its: Vice President and
General Counsel
BY: /s/ X. X. XXXXX
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Name Printed: X. X. XXXXX
Its: Senior Vice President