LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease"), is effective as of the date of the last signature below ("Effective Date"), and is by and between Barone Living Trust dated December 6, 2000 with its principal address at 14050 Castlerock Road, Salinas, CA 93908 ("Landlord"), and Simplot AB Retail, Inc., a Delaware corporation with its principal address at 1099 West Front Street, Boise, ID 83702 ("Tenant"). Tenant and Landlord are collectively referred to herein as "Parties" and individually as "Party," For the rent, the use and occupancy of the premises described, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. PREMISES. The premises consist of certain real and personal property, including any improvements Located there, cated at l Abbot Street, Salinas, CA 93908, as described on Exhibit A attached hereto and incorporated herein by reference, together with rights of access from adjacent public streets (collectively the "Premises"). Tenant is the existing subtenant occupying the building located on the Premise and accepts the Premises "as-is".
2. USE. The Premises are hereby leased to Tenant for use by Tenant and its employees in the normal course of Tenant's lawful business activities, which include but are not limited to the receipt, storage and distribution of agricultural crop nutrient and crop protection products ("Permitted Use"). Any other use will require Landlord's prior written consent, which will not be unreasonably withheld, conditioned, or
3. TERM. The initial term of this Lease will commence on July 1, 2021 and shall continue until June 30, 2026.
4. RENT. Tenant shall pay Landlord $17,065.65 each month after the Effective Date ("Rent"). Upon each July 1 during the Term, the monthly Rent shall increase by 3% over the monthly charge during the previous year. Tenant shall pay Rent to Landlord in advance on the first business day of each calendar month, by wire transfer, direct deposit or other means acceptable to Landlord at Landlord's address set forth above, or such other address as Landlord may from time to time designates in writing or in accordance with any wiring instructions or direct deposit information provided by Landlord.
5. POSSESSION. Tenant will be entitled to possession of the Premises from the first day of the Term and will yield possession of the Premises to the Landlord on the last day of the Term, unless otherwise agreed in writing by both Parties. If and so long as no Tenant event of default shall have occurred and be continuing, Tenant shall peaceably and quietly have, hold and enjoy the Premises for the Term of this Lease. At the expiration or earlier termination of this Lease, Tenant shall surrender possession of the Premises to Landlord in as good condition as existed upon the Effective Date, reasonable wear and tear excepted and damage for which Tenant is not responsible under the terms of this Lease excepted.
6. WARRANTIES OF LANDLORD. Landlord warrants and covenants that by signing below (a) Landlord owns the Premises in fee simple, free and clear of all liens, claims, encumbrances and defects that would impair Tenant's peaceful enjoyment thereof, (b) Landlord has the authority to enter into this Lease, (c) during the Term of this Lease, as the same may be extended, Tenant shall have quiet enjoyment of the Premises, (d) Landlord, at its sole expense, will defend the same and hold Tenant harmless from and against the claims from any party whosoever; and (e) the Premises are not contaminated by Hazardous Materials. The term "Hazardous Materials" means any of the following: (a) any hazardous or toxic wastes, materials or substances, groundwater contamination or other pollutants or contaminants, which are or become regulated by applicable local, state, regional and/or federal orders, ordinances, statutes, rules, regulations (as interpreted by judicial and administrative decisions) or laws; (b) asbestos or urea- formaldehyde; (c) polychlorinated biphenyls; (d) flammable, explosive, corrosive or radioactive Lease Agreement 1 of 7
materials, carcinogens and lead; (e) gasoline, diesel, petroleum or petroleum by-products; and (f) mold, fungus or similar materials.
7. MAINTENANCE, REPAIRS AND OPERATION OF THE PREMISES. Tenant, at its expense, shall be responsible for operating the Premises and for the costs of conducting routine repairs and maintenance of systems used to operate the building located on the Premises (such as heating and air handling system filter replacements, periodic unclogging of plumbing systems, light bulb and light switch replacements).
Unless damaged by Tenant, in which case Tenant shall be responsible for repair and/or replacement, Landlord, at its expense, shall be responsible for the cost of repairs or replacements of the structural components of the Premises, including foundation, outside walls, roof, and roof membrane; parking lot and driveway seal coating or re-paving; perimeter fencing and sidewalks; sewer, water pipes, and interior plumbing fixtures; electrical wiring and other electrical systems that fail; heating systems that fail for reasons not attributable to the lack of routine maintenance and repairs; all life safety systems (such as sprinkler systems); and exterior glass and windows. Tenant, at its expense, shall be responsible for all routine interior repair and maintenance of the Premises (custodial service, surface finishes, floor coverings, interior non-loadbearing walls).
8. UTILITIES. Tenant will be responsible for the payment of all utilities, including electricity, natural gas (if available), sewer, water, and garbage service, telephone and internet service for the Premises during the Term of this Lease.
9. TAXES. Tenant shall pay all taxes and assessments payable with respect to all personal property of Tenant located on the Premises. Tenant shall be responsible for all real estate and personal property taxes assessed against the real and personal property of Landlord upon the Premises. Tenant shall pay all such real estate and personal property taxes within fourteen (14) of receiving written notice from Landlord of assessments) that become due, together with a copy of said assessments)
10. IMPROVEMENTS. All changes or additions to the Premises by Tenant, not including removable trade fixtures, shall require Landlord's written consent, which shall not be unreasonably withheld, conditioned, or delayed. Tenant shall have the right to remove any such leasehold improvements made by Tenant upon termination of this Lease, provided that Tenant repairs any damage to the Premises caused by such
11. COMPLIANCE WITH LAWS. Landlord represents and warrants to Tenant, upon the Effective Date, the Premises is in material compliance with all federal, state, county, city and municipal laws, rules, regulations, and ordinances, including zoning, environmental hazards, and underground storage tanks.
Tenant shall materially comply with all applicable federal, state, county, city and municipal laws, rules, regulations, ordinances and requirements applicable to Tenant or Tenant's use or occupancy of the Premises. In the event of any change in applicable laws that require alternation to the Premises, Landlord will make the alterations at its cost.
12. INSURANCE.
a) Commercial General Liability. During the Term of this Lease, Tenant shall maintain commercial general liability insurance in respect of the Premises in the amount of One Million Dollars ($1,000,000.00) per occurrence for bodily injury and property damage naming Landlord as an additional insured. Upon request in writing by Landlord, Tenant shall supply Landlord with evidence of such coverage.
b) Property Damage and Casualty Insurance. During the Term of this Lease, will maintain all-risk property damage and casualty insurance insuring against fire and other risks covered by a standard casualty insurance policy with an endorsement for extended coverage for the Premises and Tenant shall Lease Agreement 2 of 7
be responsible for the annual premium charge therefore. The insurance shall be maintained in an amount equal to the full replacement cost of the Premises and improvements. Landlord is not responsible for insuring Tenant's personal property located on the Premises. Each party hereby waives any right of recovery against the other for injury or loss covered by property insurance maintained or required to be maintained hereunder, to the extent of the injury or loss covered thereby.
13. DEFAULTS. Time is of the essence in the performance of each Party's obligations under this Lease. A Party (each a "Defaulting Party") shall be in default under any of the following circumstances (each a "Default Event"):
a) failure to fulfill any obligation by which it is bound, provided, however, the Non-Defaulting Party will provide the Defaulting Party with thirty (30) days written notice and an opportunity to cure; or b) becoming a party to a voluntary or involuntary bankruptcy case, receivership, or other creditor remedial action, or making an assignment for the benefit of creditors.
14. REMEDIES. Upon the occurrence of a Default Event, the following remedies shall be non-exclusive and cumulative:
a) Landlord's Remedies. In the event Tenant is the Defaulting Party, then Landlord may:
i. Seek to collect past due rent and other past due obligations; ii. Terminate this Lease by written notice to Tenant and thereafter seek to repossess the Premises, through the appropriate judicial process; and/or
ili. Elect to cure any Default Event and add the reasonable cost of such cure to the Tenant's financial obligations under this Lease.
b) Tenant's Remedies. In the event Landlord is the Defaulting Party, then Tenant may:
i. Terminate this Lease and seek all remedies, legal and equitable, available to it hereunder or at law; or
ii. Elect to cure any Default Event and deduct the reasonable cost of such cure from Tenant's financial obligations due under this Lease.
c) Waiver. The failure of either party to insist on strict performance of any covenant or condition hereof, or to exercise any option herein contained, shall not be construed as a waiver of such covenant, condition or option in any other instance.
breaches prior to the force majeure event.
15. DESTRUCTION OR TAKING.
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In the event of destruction of the Premises, whether by fire or other casualty, to the extent that Tenant is prevented from using a portion of the Premises as contemplated by this Lease, and (1) if the damage can be reasonably repaired within sixty (60) days, and (il) if the cost to repair is less than Twenty Thousand Dollars ($20,000), then Landlord will repair the Premises and there shall be a reasonable abatement of Rent during the period of repairs based on the extent of Tenant's loss of use. However, if Tenant is prevented from using the entire Premises due to the partial destruction of the Premises, or if the damage is not repairable within sixty (60) days, or the cost to repair will exceed Twenty Thousand Dollars ($20,000), then this Lease will terminate upon twenty (20) days' written notice of such event by either party and any unearned rent paid by Tenant will be pro-rated and refunded to Tenant.
b) If the Premises are acquired or damaged by the exercise of the right of eminent domain or if access to the Premises is materially damaged by the change of grade of adjacent streets) or other activity by a public authority, whether or not such damage involves a physical taking of any portion of the Premises, this shall be considered a taking. If the Premises are taken in whole or in part, then this Lease will terminate upon twenty (20) days' written notice of such event by either Party and any unearned rent paid by Tenant will be pro-rated and refunded to Tenant.
16. HOLDOVER. In the event Tenant maintains possession of the Premises after the end of the Term ("Holdover"), Tenant will continue to pay Rent to Landlord at a rate equal to the most recent rate preceding the Holdover. Such Holdover shall be considered a month-to-month extension of this Lease subject to the same terms and conditions as provided herein.
17. INSPECTION. Subject to Tenant's prior consent, which shall not be unreasonably withheld, Landlord shall have the right, at all reasonable times, to enter the Premises to inspect the same, to make repairs or replacements as may be required or permitted by this Lease, or for showing the Premises to prospective purchaser or tenants; provided, however, that Landlord shall use reasonable effort not to disturb Tenant's use and occupancy of the Premises. In the event of an emergency, Landlord may enter the Premises without advance notice to Tenant.
18. INDEMNIFICATION.
a) Tenant's Indemnification. Subject to Section 12(b) hereof, Tenant shall defend, indemnify, and hold Landlord harmless from and against any and all claims, demands, liabilities, damages, costs, or expenses, including reasonable attorney fees (collectively "Losses"), arising from the Tenant's possession, use or misuse of the Premises, except to the extent any Losses arise from Landlord' negligent acts or omissions.
b) Landlord's Indemnification. Subject to Section 12(b) hereof, Landlord shall defend, indemnify, and hold Tenant harmless from and against any and all Losses arising from Landlord's ownership of the Premises, historical activities or conditions of the Premises that existed at the commencement of this Lease, or the negligence of Landlord in or about the Premises, except to the extent any Losses arise from Tenant's negligent acts or omissions.
19. LIENS. Landlord and Tenant shall prevent any lien or obligation from being imposed upon the Premises as the result of their respective obligations under this Lease. Each agrees to pay and cause to be discharged. to the extent of their respective obligations hereunder, any and all liens for services rendered or materials furnished immediately after any liens occur or any such charges become due and payable. If there is a dispute concerning any lien, the Landlord or Tenant, whichever has caused the lien to arise, may, but need not, discharge said lien if it deposits with the other party such security as may reasonably be requested for Lease Agreement
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any losses, costs or expenses that may result from the dispute, or obtains a release of the lien from the Premises pursuant to applicable law.
20. SUBLETTING AND ASSIGNMENT. Except as provided below, Tenant shall not assign, mortgage or encumber the Premises or this Lease, nor sublet any part thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, Tenant shall have the right at any time to sublease or assign all or any portion of the Premises to a related entity or affiliate of Tenant or to any successor corporation, whether by merger or consolidation or otherwise, without Landlord's approval or consent.
21. NOTICES. Notices under this Lease will be valid when in writing and shall be effective when (a) mailed in the United States mail, certified, return receipt requested, addressed to the published address of such party, (b) delivered personally, or (c) emailed to an authorized representative of the party. Delivery by email shall be deemed complete only if the intended recipient acknowledges receipt thereof via reply email. Any party may designate or change its address for the purpose of service of notice by giving vritten notice of such address or change of address to the other party in the manner above specified a least five days prior to the effective date of such change. The initial party addresses are:
If to Landlord: Steve Barone
14050 Castlerock Road
Salinas, CA 93908
Email: [email protected]
If to Tenant: Simplot AB Retail, Inc.
ATTN: Jana L. Owens
1099 W. Front Street
Boise, Idaho 83702
Email: [email protected]
22. MISCELLANEOUS.
a) Governing Law. This Lease shall be interpreted and construed under the laws of the state in which the Premises is located.
b) Dispute Resolution. In the event a dispute arises under this Lease, the Parties agree that the dispute shall first be resolved in an amicable, professional, and expeditious manner. If a resolution to a dispute cannot be resolved informally, the Parties agree to submit to litigation in a court of competent jurisdiction.
c) Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE
LAW, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND
WITH BENEFIT OF COUNSEL WAIVE ANY RIGHT TO DEMAND OR OBTAIN A TRIAL
BY JURY IN ANY ACTION, CASE, OR PROCEEDING ARISING FROM OR RELATED TO THIS LEASE. THE SCOPE OF THIS WAIVER IS INTENDED TO ENCOMPASS ANY
AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO
THE SUBJECT MATTER OF THIS LEASE, INCLUDING WITHOUT LIMITATION,
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
d) Binding Effect. The provisions of this Lease shall apply to, bind and inure to the benefit of Landlord and Tenant, and their respective successors, legal representatives and assigns.
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e) Modification. This Lease may not be modified or altered unless in writing and signed by both Parties. f) Survival. The representations, warranties, covenants, liability, indemnification, and other obligations of each Party, that, in order to give proper effect to its intent, should survive, shall survive expiration or termination.
g) Severability. If any provision of this Lease is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and, provided that the fundamental terms and conditions of this Lease remain legal and enforceable, the remainder of this Lease shall remain operative and binding to the fullest extent permitted by law. h) Real Estate Brokers. Each Party represents and warrants to the other that no real estate brokers have been retained or consulted in this transaction.
i) Recording. This Lease or a memorandum of this Lease shall not be recorded.
J Counterparts. This Lease may be executed in counterparts, each of which, whether an original or delivered by smile or electronically (including e-mail), shall be deemed an original, and all of which taken together, shall constitute one and the same. k) Entire Agreement. This Lease sets forth all the covenants, promises, agreements, conditions and understandings between Landlord and Tenant concerning the Premises or matters relating thereto, and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than as herein set forth.
IN WITNESS WHEREOF, the Parties have executed this Lease as evidenced by the signatures of their authorized representatives below.
LANDLORD:
TENANT:
Simplot AB Retail, Inc. Barone Living Trust dated December 6, 2000 mak Auris
By: By:
Name: Jana L. Owens Name:
Title: Chief Financial Officer and Treasurer Title:
Date: Date:
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Steve Barone 831 484-5902 p. 1
e) Modification, This Lease may not be modified or altered unless in writing and signed by both Parties.
Survival. The representations, warranties, covenants, liability, indemnification, and other obligations of each Party, that, in order to give proper effect to its intent, should survive, shall survive expiration or termination,
8) Severability, I any provision of this Lease is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and, provided that the fundamental terms and conditions of this lease remain legal and enforceable, the remainder of this Lease shall remain operative and binding to the fullest extent permitted by law. h) Real Estate Brokers, Each Party represents and warrants to the other that no real estate brokers have been retained or consulted in this transaction,
i) Recording. This Lease or a memorandum of this Lease shall not be recorded. j) Counterparts, This Lease may be executed in counterparts, each of which, whether an original or delivered by facsimile or electronically (including e-mail), shall he deemed an original, and all of which taken together, shall constitute one and the same, Entire Agreement. This Lease sets forth all the covenants, promises, agreements, conditions and understandings between Land ord and Tenant coneerning the Promises or matters relating thereto, and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than as herein set forth.
1) Attorney Fees, If Tenant or Landlord shall bring any action for any relief against the other, reasonable sum for attorney's fees as may be awarded by the court. declaratory or otherwise, arising out of this Lease, the losing party shall pay the prevailing party IN WITNESS WHEREOF, the Parties have executed this Lease as evidenced by the signatures of their authorized representatives below.
LANDLORD: TENANT:
Simplot AB Retail, Ine. Barone Living Trust dated December 6, 2000 By: STan Benn
Name: Name: BARONE
Title: Chief Financial Officer and Treasurer Title:
Date: Date: MAY 10, 2021
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Exhibit A
Premises Description
CERTAIN REAL PROPERTY SITUATE WITHIN THE
CORPORATE LIMITS
CITY OF SALINAS IN THE RANCHO NACIONAL ANE IN
TH N RANCHO
LLANO DE SEENA VISTA IN THE COUNTY OF MONTEREY. STATE OF
BEING A CALIPORNTA
PART OF THAT CERTAIN 17.294 ACRE TRACT OF LAND CONVEYED FROM LAURA A ROMBERRY. ET AL T0 C MCADAMS. ET AL.
DEED
DATED MARCH S. 1945 AND RECORDED IN VOLUME 857 OFFICIAL RECORDS ROS OF SAID COUSTY. SATM PART BEING PARTICULARLY
DESCH AS FOT LOWS
BEGINNI INC MOST WESTERLY CORNER
OF THAT CERTAIN 1.654
ACRE TRACT OF LAND CONVEYED MCADAMS
ILIFF
1956 AND RECORDED IN
VOLUME 37:9 0F OPFICIAL RECORDS
COUNTY SAID
A POINT IN COURSE NUMBERED "(S)* IS
TEE DESCRIPTION OF THAT CERTAIN PIECE OR PARCEL OF LAND УкОМ с. A ET AL. TO CITY OF SALINAS, A MUNICIPAL CORPO
RATION BY DEED DATED MAY 28 1954 AND RECORDED
OF OFFICIAL RECORDS AT PAGE 428.
RECORDS OF SAID COENTY AND
RENNING THENCE FROM SAID PLACE OF BEGINNING ALONG THE
OF SAID PIECE OR PARCEL OF LAND CONVETED TO CITY OF SALINAS [1) SOUTH 48 DEGREES 53 MEST. 179.06 FEET: THENCE TANGENTIALLY 12) CURVING THE LENT ON A CIRCULAR ARC 07 20 7EET RADIUS FOR A DISTANCE OF 32.96 BET: THENCE TANGENTIALLY
(3) SOUTH 44 DEGREES 58' 40° EAST. 214.48 PEET: THENCE
(4) NORTH 45 DEGREES 01 ' 20 EAST. 200.0 PEET TO THE NORTH EASTERLY EXTREMITY OF COURSE NUMBERED *IS) - IN THE DESCRIPTIN
OF SAID PIECE OR PARCEL OF LAND CONVEYED TO CITY OF SALINAS SAID EXTREMITY BEING IN THE SOUTHMESTERLY BOUNDARY OF SAID 1.654 ACRE TRACT OF LAND: THENCE ALONG SAID SOUTHMESTERLY BOUNDARY. 15) NORTH 44 DEGREES 58' 40° NEST. 222.38 FEET TO THE PLACE BEGINNING.
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