EXHIBIT 10.25.1
COMMERCIAL LEASE
THIS LEASE, dated April 1, 1992 is between XXXXX X. XXXXXX and XXXXX
XXXXXXXX, ("Lessor") and XXXXXX/MALASOMA, INC., ("Lessee").
This is a Lease for certain real property commonly known as 000 Xxxx Xxxxxx
Xxxxx, Xxxxxxxxx, Xxxxxxxxxx, together with all improvements and buildings to
said site. A specific description is attached hereto as Exhibit "A".
1. TERM. The term of this Lease shall be for a period of Ten (10) years,
commencing on April 1, 1992 and ending at 12:01 a.m. on March 31, 2001, unless
sooner terminated as herein provided.
2. OPTION TO RENEW. Lessee shall have the option to renew the term of
this Lease for an additional period of Five (5) years, commencing on the
expiration of the full term specified in Paragraph 1, provided that:
(a) Lessee shall have fully and faithfully performed all of the
terms, covenants and conditions of this Lease during the full original term.
(b) Written notice of the Lessee's election to renew the term of this
Lease is served by Lessee on Lessor at least ninety (90) days prior to the
expiration of the original term of this Lease.
(c) The renewal term of this Lease shall be subject to the same terms
and conditions as are contained in this Lease, except that the rental shall be
either as agreed by the parties prior to the commencement of the option period
or shall be the fair market value of the leased property if the parties cannot
so agree.
3. RENT. Lessee agrees to pay to Lessor as rent for the use and
occupancy of the premises during the term of this Lease a total sum of THIRTY
TWO THOUSAND THREE HUNDRED AND TEN DOLLARS ($32,310.00) per month, payable on
the first (1st) day of each and every month commencing April 1, 1992.
Within thirty (30) days after publication and issuance, Lessor shall
deliver to Lessee a true copy of the Consumer Price Index for all urban
consumers, published by the Bureau of Labor Statistics of the United States
Department of Labor for all items for the San Francisco-Oakland Metropolitan
area for the month ending in March of that year, beginning in March 1994, and
for the March of each year thereafter for the duration of this lease. Effective
April 1, 1994, and for each successive year under this Lease, the base rent of
THIRTY TWO THOUSAND THREE HUNDRED AND TEN DOLLARS ($32,310.00) shall be
increased proportionately to the amount by which the index
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figure for March of that year has increased over the index figure for April of
1992. Rent herein shall not be subject to decrease.
In the event the Lessee exercises its right to extend this Lease for the
option period set forth in Paragraph 2, the increases herein shall apply to the
fair market value rent established at the commencement of the option period
instead of the base rent of THIRTY TWO THOUSAND THREE HUNDRED AND TEN DOLLARS
($32,310.00) per month.
If the Consumer Price Index described herein is discontinued during the
term of this Lease, or is calculated on a significantly different basis
following the date of this Lease, the most Comprehensive Official Index
published that most closely approximates the rate of inflation shall be used for
purposes of computing adjustments under this Lease.
4. ALTERATIONS.
(a) Lessee agrees that said premises are in good and tenantable
condition as of the date of this Lease.
(b) Lessee shall not make or permit any alterations to said premises
without the written consent and approval of the Lessor first had and obtained.
Furthermore, any and all alterations, improvements and additions, except for
furniture and trade fixtures, made or placed on the premises by Lessee or any
other person shall, upon expiration or sooner termination of this Lease, become
the property of Lessor and remain upon the premises, provided, however, that
Lessor may upon expiration or termination of this Lease require Lessee, at
Lessee's sole cost and expense, to remove any alterations, additions,
improvements or fixtures placed in the premises by Lessee or any other person
acting on the Lessee's authority.
(c) With respect to any alteration, improvement or addition made to
the premises, the Lessee shall be required to obtain all appropriate permits
from the City of San Bruno or other appropriate agency. In addition, Lessee
shall keep the premises free and clear of any and all liens, claims, and demands
for work performed, materials furnished, or operations conducted on the premises
on behalf of Lessee.
5. REPAIRS AND MAINTENANCE. Lessee agrees and covenants that, at its own
cost and expense, it shall keep all buildings and improvements situated on the
premises, without limitation, including, but not limited to, the roof, walls,
structural supports, foundations, plumbing, heating, air conditioning,
electrical systems and other systems oh the premises, including
window glass, as well as the maintenance of exterior grounds, paving, and
parking lots, in good order, repair and tenantable condition during the term of
this lease. Lessee shall further make any and all modifications or improvements
to any buildings that may lawfully be required by local building ordinances or
by state or federal law. It is expressly agreed that Lessor shall not be
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required to make any expenditures whatsoever on account of any improvements,
alterations, renewals, modifications, additions, or changes to any building or
improvements situated on the premises nor to the sidewalk or pertinence thereto.
Lessee hereby waives any rights it may have under Sections 1941 and 1942 of the
California Civil Code.
6. USE OF PREMISES. Lessee shall use said premises for the operation and
maintenance of an automobile sales and repair facility, and for all uses
reasonably associated therewith.
Said premises shall not be used in any way which would constitute a
violation of any law or ordinance.
7. INSURANCE.
(a) Fire Insurance: Lessee shall, at Lessee's own cost and expense,
at all times during the full term of this Lease and any renewals or extension
thereof, keep all buildings, improvements, and other structures an the premises
insured for their full replacement cost against loss or destruction by fire and
the perils, including vandalism or malicious mischief, commonly covered under
the standard extended coverage endorsement of such policy. Such policy may not
be canceled unless ten (10) days' prior written notice has been given by the
insurance company to Lessor. Lessee shall provide Lessor with a certificate of
insurance showing that such policy has been procured.
(b) Liability Insurance: Lessee shall, at Lessee's own cost and expense,
secure promptly after execution of this Lease and maintain during the entire
term of this Lease or any renewal thereof a broad form comprehensive coverage
policy of public liability insurance issued by an insurance company acceptable
to Lessor and insuring Lessor and Lessee against all loss or liability caused by
or connected with the Lessee's occupation and use of the premises. Such policy
shall be in an amount of no less than FIVE MILLION DOLLARS ($5,000,000.00).
8. DESTRUCTION OF PREMISES. Should any improvements, including buildings
or other structures, located on the premises be damaged or destroyed during the
term of this Lease or any extension thereof, and such damage or destruction is
caused by a peril against which insurance is required under this Lease, then
Lessor shall promptly repair or replace the damaged or destroyed improvements,
provided that the proceeds of that policy are paid over to Lessor for those
purposes. In all other cases, Lessor shall not be responsible for repairing
said damage, but Lessor may, in Lessor's sole discretion, terminate this Lease.
All repairs or restoration required under this article shall be completed
within a reasonable time after the occurrence of such damages. In the event
that the proceeds of insurance covering the insured peril are not sufficient to
complete restoration or repair as required herein, Lessor at Lessor's option may
terminate this Lease.
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9. HOLD HARMLESS AGREEMENT. Lessee shall indemnify and hold Lessor and
the property of Lessor, including the premises, free and harmless from any and
all liability, claims, loss, damages, or expenses, including counsel fees and
costs, arising by reason of the death or injury of any person, including the
Lessee or any person who is an employee or agent of the Lessee, or by reason of
damage or destruction to any property, including property owned by Lessee or any
employee of Lessee, caused or allegedly caused by (1) any cause whatsoever while
such person or property is in or on said premises or in any way connected with
said premises with any improvements or personal property on said premises;
(2) some condition of said premises or some building or improvement of said
premises; (3) some act or omission on said premises of Lessee or any person in,
an or about said premises with the permission of Lessee; or (4) any matter
connected with Lessee's occupation or use of said premises.
10. DEFAULT. Should Lessee breach this Lease or abandon the premises
prior to the expiration of the term of this Lease, Lessor may, in addition to
other remedies given to Lessor by law:
(1) continue this Lease in effect and continue to enforce all
Lessor's rights under this Lease, including the right to recover rent specified
herein as it comes due, or
(2) terminate this Lease and recover from the Lessee: (a) the worth
at the time of the award of the unpaid rent which had been earned at the time of
termination; (b) the worth at the time of the award of the amount by which the
unpaid rent which would have been earned after termination until the time of the
award exceeds the amount of rental loss that Lessee proves could have been
reasonably avoided; (c) the worth at the time of the award of the amount by
which the unpaid rent for the balance of the leased term exceeds the amount of
loss that Lessee shows could have reasonably been avoided; (d) any other amount
necessary to compensate Lessor for all detriment caused by Lessee's breach; and
(3) terminate the lease and bring an action to re-enter and regain
possession of the premises as provided under law.
11. ASSIGNMENT AND SUBLEASING. Lessee shall not encumber, assign or
otherwise transfer this Lease or any right or interest in this Lease, or sublet
the premises, without the express written consent of the Lessor first had and
obtained. Any such encumbrance, assignment or sublease without such prior
written consent of Lessor is void and shall, at the option of Lessor, terminate
this Lease.
12. UTILITIES. Lessee shall pay all charges incurred for the furnishing
of gas, electricity, water, telephone service, garbage or refuse Services and
all other public utilities to said premises during the term of this Lease or any
extensions thereof.
13. PAYMENT OF TAXES AND ASSESSMENTS. During the term of this Lease,
Lessee shall pay before delinquency:
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(1) All taxes, assessments, license fees, and any other charges, of
any type whatsoever that are levied, assessed or charged on or against the
Lessee's personal property installed or located in or on the Lease premises and
that become payable during the term of this Lease; and
(2) All real property taxes and general and special assessments
levied and assessed against the Lease, premises.
If any installments against said taxes are paid and covered a period after
termination of this Lease or any extended term thereof, such installments shall
be prorated as of the date of termination, and amounts payable after said date
shall be paid by Lessor.
Lessee's obligation under this Lease to pay all real property taxes and
general and special assessments shall also include the obligation to pay any
increases in real property taxes and general and specific assessments, whether
increases result from an increase in the property tax rate or in the valuation
of the leased premises.
14. NOTICES. Except as otherwise expressly provided by law, any and all
notices or communications required or permitted under this Lease shall be in
writing and shall be served when either personally delivered or mailed by first
class mail to the parties at the following addresses:
Lessor: 00X Xx Xxxxxx Xxxx
Xxx Xxxxx, XX 00000;
Lessee: 000 Xxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
15. ATTORNEYS' FEES. Should any litigation be commenced between the
parties to this Lease concerning the premises or the rights or duties of either
party therein, the prevailing party shall be entitled to a reasonable sum as and
for attorneys' fees and court costs.
16. BINDING ON HEIRS. This Lease shall be binding on and shall inure to
the benefit of the heirs, executors, administrators, successors and assigns of
each of the parties hereto, but nothing in this paragraph shall be construed as
a consent to any assignment of this Lease by Lessee.
17. SOLE AND ONLY AGREEMENT. This instrument constitutes the sole and
only agreement between Lessor and Lessee respecting the property and the rights
of either party therein.
EXECUTED on the date and year first written above at _____________________,
California.
LESSOR: _______________________________
XXXXX X. XXXXXX
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________________________________
XXXXX XXXXXXXX
LESSEE: XXXXXX\MALASOMA, INC.
By: ________________________________
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LEGAL DESCRIPTION OF PROPERTY
REAL PROPERTY in the City of Vacaville, County of Xxxxxx,
State of California, described as follows:
Parcel 6, as shown on Parcel Map for "VACAVILLE AUTO MALL"
recorded July 7, 1989, of Book 34 of Parcel Maps, Page 26,
Xxxxxx County Records:
EXCEPTING THEREFROM all oil, minerals, gas and other
hydrocarbon substances below a depth of 500 feet under the
real property described in the deed recorded January 8,
1989, Series 89-1154, Official Records without the right of
surface entry.
APN: 000-000-000 and 290
EXHIBIT "A"
