COMMERCIAL LEASE WITH OPTION TO PURCHASE
AGENCY RELATIONSHIP CONFIRMATION. The following agency relationship is xxxxxx
confirmed for this transaction and supersedes any prior agency election:
LISTING AGENT: ____________________________ is the agent of (check one):
/ / THE SELLER EXCLUSIVELY; OR / / BOTH THE BUYER AND THE SELLER.
SELLING AGENT: ______________________________ (if not the same as the
Listing Agent) is the agent of (check one):
/ / THE BUYER EXCLUSIVELY, OR / / THE SELLER EXCLUSIVELY; OR / / BOTH THE
BUYER AND THE SELLER. NOTE: THIS CONFIRMATION DOES NOT TAKE THE PLACE OF THE
AGENCY DISCLOSURE FORM WHICH MAYBE REQUIRED BY LAW.
RECEIVED FROM Vinifera. Inc hereinafter referred to as LESSEE.
--------------------------------
the sum of $ ( dollars).
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evidenced by as a deposit which will belong to
-----------------------------------
Lessor and will be applied as follows:
TOTAL RECEIVED BALANCE DUE PRIOR TO OCCUPANCY
Rent for the period from March 15 to March 31 .................$ 6500.00 $ 0 $ ____________
-------- --------
Security deposit (not applicable toward last months rent) ....$ 1300.00 $ 0 $ ____________
Other .........................................................$ $ $ ____________
TOTAL .........................................................$ 19,500.00 $ 0 $ ____________
In the event this Lease is not accepted by the Lessor WITHIN N/A DAYS, the
total deposit received will be refunded. Lessee offers to lease from
Lessor the premises situated in the City of PETALUMA County of SONOMA,
State of CALIFORNIA, 0000 XXXXXX XXX , commonly known as "A PORTION OF
"SEE ADDENDUM 1, 1 & EXHIBIT A, B, C, D, consisting of approximately
130,000 square feet, upon the following terms and conditions:
1. TERM. The term will commence on APRIL 1, 1999 , and end on MARCH 31 , 2004.
2. RENT. The total rent will be $ 780,000.00 , payable at $ 13, 000.00 per
month (based on first year's rates) payable on the 1ST day of each month.
All rents will be paid to Lessor or his or her authorized agent, at the
following address 0000 XXXXXX XXX--XXXXX XXXX--XXXX XXXXXXXX ROSES. or at
such other places as may be designated by Lessor from time to time. In the
event rent is not paid within 5 days after due date, Xxxxxx agrees to pay a
late charge of $ 650.00 plus interest at 8 % per annum on the delinquent
amount. Xxxxxx further agrees to pay $ 150.00 for each dishonored bank
check. The late charge period is not a grace period, and Xxxxxx is entitled
to make written demand for any rent if not paid when due.
3. USE. The premises are to be used for the operation of GRAPE VINE PRODUCTION
AND GRAFTING , and for no other purpose, without prior written consent of
Lessor. Lessee will not commit any waste upon the premises, or any nuisance
or act, which may disturb the quiet enjoyment of any tenant in the
building.
4. USES PROHIBITED. Lessee will not use any portion of the premises for
purposes other than those specified. No use will be made or permitted to be
made upon the premises, nor acts done, which will increase the existing
rate of insurance upon the property, or cause cancellation of insurance
policies covering the property. Lessee will not conduct or permit any sale
by auction on the premises.
5. ASSIGNMENT AND SUBLETTING. Lessee will not assign this Lease or sublet any
portion of the premises without prior written consent of the Lessor, which
will not be unreasonably withheld. Any such assignment or subletting
without consent will void and, at the option of the Lessor, will terminate
this Lease.
6. ORDINANCES AND STATUTES. Lessee will comply with all statutes, ordinances,
and requirements of all municipal, state and federal authorities now in
force or which may later be in force, regarding the use of the premises.
The commencement or pendency of any state or federal court abatement
proceeding affecting the use of the premises will, at the option of the
Lessor, be deemed a breach of this Lease.
7. MAINTENANCE, REPAIRS, ALTERATIONS. Unless otherwise indicated, Lessee
acknowledges that the premises are in good order and repair. Xxxxxx will at
his or her own expense, maintain the premises in a good and safe condition,
including plate glass electrical wiring, plumbing and heating and air
conditioning installations, and any other system or equipment. The premises
will be surrendered at termination of the Lease, in as good condition as
received, normal wear and tear excepted. Lessee will be responsible for all
repairs required, except the following which will be maintained by Lessor:
roof, exterior walls, structural foundations (including any retrofitting
required by governmental authorities) and: BOILER AND HEATING SYSTEMS
Lessee /x/ will, / / will not maintain the property adjacent to the
premises, such as sidewalks, driveways, lawns, and shrubbery, which would
otherwise be maintained by Lessor.
No improvement or alteration of the premises will be made without the prior
written consent of the Lessor. Prior to the commencement of any substantial
repair, improvement, or alteration, Lessee will give Lessor at least two
(2) DAYS WRITTEN NOTICE in order that Lessor may post appropriate notices
to avoid any liability for liens.
LESSEE [ JB ] [ ] AND LESSOR [ LN ] [ ] HAVE READ THIS PAGE.
Property Address 0000 XXXXXX XXX. - "A PORTION OF"
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8. ENTRY AND INSPECTION. Lessee will permit Lessor or Lessor's agents to enter
the premises at reasonable times and upon reasonable notice for the purpose
of inspecting the premises, and will permit Lessor, at any time within
sixty (60)days prior to the expiration of this Lease, to place upon the
premises any usual "For Lease" signs, and permit persons desiring to lease
the premises at reasonable times.
9. INTENTIONALLY OMITTED.
10. POSSESSION. If Xxxxxx is unable to deliver possession of the premises at
the commencement date set forth above, Lessor will not be liable for any
damage caused by the delay, nor will this Lease be void or voidable, but
Lessee will not be liable for any rent until possession is delivered.
Lessee may terminate this Lease if possession is not delivered within
_______ days of the commencement term in Item 1.
11. LESSEE'S INSURANCE. Xxxxxx, at his or her expense, will maintain plate
glass, public liability, and property damage insurance insuring Lessee and
Lessor with minimum coverage as follows: $500,000.00 - $1,000,000.00.
Lessee will provide Lessor with a Certificate of Insurance showing Lessor
as additional insured. The policy will require ten (10) days written notice
to Lessor prior to cancellation or material change of coverage.
12. LESSOR'S INSURANCE. Lessor will maintain hazard insurance covering one
hundred percent (100%) actual cash value of the improvements throughout the
Lease term. Lessor's insurance will not insure Lessee's personal property,
leasehold improvements, or trade fixtures.
13. SUBROGATION. To the maximum extent permitted by insurance policies which
may be owned by the parties, Lessor and Lessee waive any and all rights of
subrogation which might otherwise exist.
14. UTILITIES. Xxxxxx agrees that he or she will be responsible for the payment
of all utilities, including electricity, heat and other services delivered
to the premises, except: His prorated share of gas for Boiler.
15. SIGNS. Lessee will not place, maintain, nor permit any sign or awning on
any exterior door, wall, or window of the premises without the express
written consent of Lessor, which will not be unreasonably withheld, and of
appropriate governmental authorities.
16. ABANDONMENT OF PREMISES. Lessee will not vacate or abandon the premises at
any time during the term of this Lease. If Xxxxxx does abandon or vacate
the premises, or is dispossessed by process of law, or otherwise, any
personal property belonging to Xxxxxx left on the premises will be deemed
to be abandoned, at the option of Lessor.
17. CONDEMNATION. If any part of the premises is condemned for public use, and
a part remains which is susceptible of occupation by Xxxxxx, this Lease
will, as to the part taken, terminate as of the date of condemnor acquires
possession. Lessee will be required to pay such proportion of the rent of
the remaining term as the value of the premises remaining bears to the
total value of the premises the date of condemnation; provided, however,
that either party may, at his or her option, terminate this Lease as of the
date of condemnor acquires possession. In the event to that the premises
are condemned in whole, or the remainder is not susceptible for use by the
Lessee, this Lease will terminate upon the date which the condemnor
acquires possession. All sums which may be payable on account of any
condemnation will belong solely to the Lessor; except that Xxxxxx will be
entitled to retain any amount awarded to him or her for his or her trade
fixtures and moving expenses.
18. TRADE FIXTURES. Any and all improvements made to the premises during the
term will belong to the Lessor, except trade fixtures of the Lessee. Lessee
may, upon termination, remove all his or her trade fixtures, but will pay
for all costs necessary to repair any damage to the premises occasioned by
the removal.
19. DESTRUCTION OF PREMISES. In the event of a partial destruction of the
premises during the term, from any cause except acts or omission of Lessee,
Lessor will promptly repair the premises, provided that such repairs can be
reasonably made WITHIN SIXTY (60) DAYS. Such partial destruction will not
terminate this Lease, except that Lessee will be entitled to a
proportionate reduction of rent while such repairs are being made, based
upon the extent to which making of such repairs interferes with the
business of Lessee on the premises. If the repairs cannot be made WITHIN
SIXTY (60) DAYS, this Lease may be terminated at the option of either party
by giving written notice to the other party WITHIN THE SIXTY (60) DAY
PERIOD.
20. HAZARDOUS MATERIALS. Lessee will not use, store, or dispose of any
hazardous substances upon the premises, except the use and storage of such
substances that are customarily used in Lessee's business, and are in
compliance with all environmental laws. Hazardous substances means any
hazardous waste, substance or toxic materials regulated under any
environmental laws or regulations applicable to the property. Lessee will
be responsible for the cost of removal of any toxic contamination caused by
xxxxxx's use of the premises.
21. INSOLVENCY. The appointment of a receiver, an assignment for the benefits
of creditors, or the filing of a petition in bankruptcy by or against
Xxxxxx, will constitute a breach of this Lease by Xxxxxx.
22. DEFAULT. In the event of any breach of this Lease by Xxxxxx, Lessor may, at
his or her option, terminate the Lease and recover from Lessee: (a) the
wroth at the time of award of the unpaid rent which had been earned at the
time of termination; (b) the worth a the time of 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 such rental loss that the
Lessee proves could have been reasonably avoided; (c) the worth at the time
of award of the amount by which the unpaid rent for the balance of the term
after the
LESSEE [ JB ] [ ] AND LESSOR [ LN ] [ ] HAVE READ THIS PAGE.
Property Address 0000 XXXXXX XXX. - "A PORTION OF"
-------------------------------------------------------------
time of award exceeds the amount of such rental loss that the Lessee proves
could be reasonably avoided; and (d) any other amount necessary to
compensate Lessor for all the detriment proximately caused by the Lessee's
failure to perform his or her obligations under the Lease or which in the
ordinary course of things would be likely to result therefrom.
Lessor may, in the alternative, continue this Lease in effect, as long
as Lessor does not terminate Lessees' right to possession, and Lessor may
enforce all of Lessor's rights and remedies under the Lease, including the
right to re over the rent as it becomes due under the Lease. If said breach
of Lease continues, Lessor may, at any time thereafter, elect to terminate
the Lease.
These provisions will not limit any other rights or remedies which
Lessor may have.
23. SECURITY. The security deposit will secure the performance of the Lessee's
obligations. Lessor may, but will not be obligated to, apply all or
portions of the deposit on account of Xxxxxx's obligations. Any balance
remaining upon termination will be returned to Lessee. Lessee will not have
the right to apply the security deposit In payment of the last month's
rent.
24. DEPOSIT REFUNDS. The balance of all deposits will be refunded WITHIN THREE
(3) WEEKS (or as otherwise required by law), from date possession is
delivered to Lessor or his or her authorized agent, together with a
statement showing any charges made against the deposits by Lessor.
25. ATTORNEY FEES. In any action or proceeding involving a dispute between
Xxxxxx and Xxxxxx arising out of this Lease, the prevailing party will be
entitled to reasonable attorney fees.
26. WAIVER. No failure of Lessor to enforce any term of this Lease will be
deemed to be a waiver.
27. NOTICES. Any notice which either party may or is required to give, will be
given by mailing the notice, postage prepaid, to Lessee at the premises, or
to Lessor at the address shown in Item 2, or at such other places as may be
designated in writing by the parties from time to time. Notice will be
effective FIVE (5) DAYS AFTER MAILING, or on personal delivery, or when
receipt is acknowledged in writing.
28. HOLDING OVER. Any holding over after the expiration of this Lease, with the
consent of Owner, will be a month-to-month tenancy at a monthly rent of $
14,950.00 , payable in advance and otherwise subject to the terms of this
Lease, as applicable, until either party will terminate the tenancy by
giving the other party THIRTY (30) DAYS WRITTEN NOTICE.
29. TIME. Time is of the essence of this Lease.
30. HEIRS, ASSIGNS, SUCCESSORS. This Lease is binding upon and inures to the
benefit of the heirs, assigns, and successors of the parties.
31. INTENTIONALLY OMITTED.
32. INTENTIONALLY OMITTED.
33. OPTION. So long as Lessee is not in default in the performance of any term
of this Agreement, Lessee will have the option to purchase the real
property for a purchase price of $2,450,000.00 (Two mill. four hund
fifty the dollars), upon the following terms and conditions.
a. DISCLAIMER. The parties acknowledge that availability of financing and
other purchase costs cannot be ascertained with certainty. Therefore,
the parties agree that these items will not be conditions of
performance of this Agreement. The parties acknowledge that they have
not relied upon any representations or warranties by the Broker or
Lessor in this regard.
b. FIXTURES. All improvements, fixtures, attached floor coverings,
draperies including hardware, shades, blinds, window and door screens,
storm sash, combination doors, awnings, outdoor plants potted or
otherwise, trees, and items permanently attached to the real property
are included in the sale, free of liens, unless specifically excluded.
c. PERSONAL PROPERTY. The following personal property, on the premises
when inspected by Xxxxxx, are included in the purchase price and will
be transferred by a Warranty Bill of Sale at close of escrow:
----------------------------------------------------------------------.
d. ENCUMBRANCES. In addition to any encumbrances assumed by Xxxxxx, Lessee
will take title to the property subject to: [1] real estate taxes not
yet due; and [2] covenants, conditions, restrictions, reservations,
rights, rights of way and easements of record, if any, which do not
materially affect the value or intended use of the property. The amount
of any bond or assessment which is a lien will be assumed by Xxxxxx
without credit toward the purchase price, except:
----------------------------------------------------------------------.
e. EXAMINATION OF TITLE. WITHIN FIFTEEN (15) DAYS AFTER THE EXERCISE OF
THIS OPTION, Xxxxxx will examine the title to the property and report
in writing any valid objections. Any exceptions to the title which
would be disclosed by
LESSEE [ JB ] [ LN ] AND LESSOR [ LN ] [ ] HAVE READ THIS PAGE.
Property Address 0000 XXXXXX XXX. - "A PORTION OF"
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examination of the records will be deemed to have been accepted unless
reported in writing WITHIN THE FIFTEEN (15) DAYS. If Xxxxxx objects to
any exceptions to the title, Xxxxxx will use due diligence to remove
such exceptions at his or her own expense WITHIN SIXTY (60) DAYS. If
such exceptions cannot in good faith be removed WITHIN SIXTY (60) DAYS,
Lessee may terminate the Agreement unless he or she elects to purchase
the property subject to the exceptions.
f. EVIDENCE OF TITLE. Evidence of title will be in the form of /X/ a
policy of title insurance, / / other to be paid for by BUYER.
g. CLOSING COSTS. Escrow fees and other closing costs will be paid in
accordance with local custom, except as otherwise provided in this
Agreement.
h. CLOSE OF ESCROW. WITHIN 90 DAYS AFTER EXERCISE OF THE OPTION, or upon
removal of any exceptions to the title by the Lessor, as provided
above, whichever is later, both parties will deposit with an authorized
escrow holder, to be selected by the Lessee, all funds and instruments
necessary to complete the sale in accordance with the terms and
conditions of this Agreement. The representations and warranties
contained in this Agreement will survive close of escrow.
i. PRORATIONS. Rents and taxes will be prorated as of recordation of deed.
Security deposits, advance rentals, or considerations involving future
lease credits will be credited to Xxxxxx.
j. EXPIRATION OF OPTION. This Option may be exercised at any time after
MARCH 31, 2004, 19 ___, and will expire at midnight MARCH 31,
2005, 19___. Upon expiration Lessor will be released from any
obligation to sell the property to Lessee. If requested, Xxxxxx will
execute a quit claim deed to evidence the termination of the Option.
k. EXERCISE OF OPTION. The Option will be exercised by mailing or
delivering written notice to the Lessor and by an additional payment,
on account of the purchase price, in the amount of $ 25,000.00
(Twenty Five THOUSAND AND 00/100 ----------------- DOLLARS) for account
of Lessor to the authorized escrow holder referred to above, prior to
the expiration date of the Option.
Notice. If mailed, the exercise option will be by certified mail,
postage prepaid, to the Lessor at the address set forth in Item 2, and
will be deemed to have been given on the day following deposit in the
U.S. Mail.
In the event the Option is exercised, the consideration paid for
the Option and 0 % of the rent paid by Xxxxxx prior to the exercise of
the Option will be credited toward the purchase price.
THE UNDERSIGNED XXXXXX HEREBY ACKNOWLEDGES THAT HE OR SHE HAS THOROUGHLY READ
AND APPROVED EACH OF THE PROVISIONS CONTAINED IN THIS OFFER, AND AGREES TO THE
TERMS AND CONDITIONS SPECIFIED.
Lessee /s/ X. Xxxxxxxxx Date 3/25/99 Lessee Date
----------------------------- ------------- ------ ---
Xxxxxx Xxxxxxxxx, President
Receipt for deposit acknowledged by Date
---------------------------------- ---
ACCEPTANCE
THE UNDERSIGNED XXXXXX ACCEPTS THE FOREGOING OFFER AND GRANTS THE OPTION TO
PURCHASE SET FORTH ABOVE.
NOTICE: THE AMOUNT OR RATE OF REAL ESTATE COMMISSIONS IS NOT FIXED BY LAW. THEY
ARE SET BY EACH BROKER INDIVIDUALLY AND MAY BE NEGOTIABLE BETWEEN THE SELLER AND
BROKER.
34. COMMISSION. Upon execution, the Lessor agrees to pay to __________________,
the Broker in this transaction, ______% of the option consideration for
securing the Option plus the sum of $ ___________
(________________________________________________ dollars) for leasing
services rendered and authorizes Broker to deduct this sum from the deposit
received from Lessee. In the event the Option is exercised, the Lessor
agrees to pay Broker the additional sum of $ _____________________
(_____________________________________________ dollars) from sale proceeds
at close of escrow. This Agreement will not limit the rights of Broker
provided for in any listing or other agreement which may be in effect
between Lessor and Broker. In any action for commission the prevailing
party will be entitled to reasonable attorney fees, whether or not the
action proceeds to trial or final judgment.
Xxxxxx acknowledges that he or she has read and understands the provisions of
this Agreement, agrees to the terms and conditions specified, and acknowledges
receipt of a copy.
Lessor /s/ Xxxxx Xxxx Date 3/25/99
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Xxxxx Xxxx
Lessor ___________________________________________ Date _____________________
THE LESSEE HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF THE ACCEPTED AGREEMENT ON
(DATE) ___________. [____][____] (INITIALS).
ADDENDUM NO. 1
To Agreement dated MARCH 18, 1999 between Vinifera, And XXXXX XXXX, concerning
property located at 0000 XXXXXX XXXXXX
"A PORTION OF" PETALUMA, CA 94952
The parties agree as follows:
1.) April 1, 2004 - The lessee shall have the right to extend his lease to March
31, 2009, for $14,950.00 per month with all other Terms and Conditions remaining
the same.
2.) April 1, 2009 - The lessee shall have the right to extend his lease to March
31, 2014, for $17,190.000 per month with all other Terms and Conditions
remaining the same.
3.) $45,000 .00 shall be due and payable not later than May 31, 1999. These
monies are the Aggregate funds payable in Rent and Deposits for the period March
15, 1999 - May 31, 1999.
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This Addendum, upon its execution by both parties, is made a part of the above
Agreement.
Lessor /s/ Xxxxx Xxxx Date 3/25/99
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Xxxxx Xxxx
Seller/Lessor Date
------------------------------------ ----------------------
Buyer/Lessee /s/ X. Xxxxxxxxx Date 3/25/99
------------------------------------ -----------------------
X. Xxxxxxxxx, President
Buyer/Lessee Date
------------------------------------- ----------------------
DESCRIPTION
FIRST TRACT:
BEGINNING IN THE CENTER OF A CREEK, AT A POINT IN THE DIVIDING LINE BETWEEN THE
LANDS OF XXXXX XXXXXX AND THE LANDS NOW OR FORMERLY OF XXXXXX, WHICH POINT OF
BEGINNING IS NORTH 89o 30' EAST, 10.79 CHAINS FROM THE SOUTHWESTERLY CORNER OF
THE LANDS OF XXXXXX, WHICH SAID CORNER IS THE DIVIDING LINE BETWEEN THE LANDS OF
XXXXXX AND XXXXXXX; RUNNING THENCE FROM SAID POINT OF BEGINNING, SOUTH 89o 30'
WEST, 10.79 CHAINS TO THE DIVIDING LINE BETWEEN THE LANDS OF XXXXXXX AND THE
LANDS OF XXXXXX; THENCE NORTH 30o WEST, 4.10 CHAINS; THENCE NORTH 89o 45' WEST,
0.33 CHAINS; THENCE NORTH 9o 15; WEST, 1.82 CHAINS; THENCE NORTH 62o 30' EAST,
11.47 CHAINS TO THE CENTER OF A CREEK; THENCE SOUTHERLY FOLLOWING THE
MEANDERINGS OF SAID CREEK, TO THE POINT OF BEGINNING.
APN 000-000-000
SECOND TRACT:
FIRST PARCEL:
BEGINNING AT THE SOUTHEAST CORNER OF THE PROPERTY SITUATED ON THE SOUTH SIDE OF
THE PETALUMA AND BLOOMFIELD ROAD, KNOWN AS THE LIBERTY RACE TRACT PROPERTY; AND
FROM THENCE NORTH 44o 40' WEST, 32.10 CHAINS; THENCE NORTH 46o 40' WEST, 10.21
CHAINS; THENCE NORTH 57o WEST, 1.88 CHAINS; THENCE SOUTH 1o 00' WEST, 7.85
CHAINS; THENCE SOUTH 37o 30' WEST, 1.68 CHAINS; THENCE SOUTH 19o WEST, 1.38
CHAINS; THENCE SOUTH 3o 30' WEST, 1.43 CHAINS; THENCE SOUTH 6o 30' EAST, 2
CHAINS; THENCE SOUTH 8o 30' EAST, 6.79 CHAINS; THENCE SOUTH 88o 30' EAST, 0.32
CHAINS; THENCE SOUTH 11.30 CHAINS; THENCE EAST, 29.32 CHAINS; FROM THENCE NORTH
1o 15' EAST, 1.33 CHAINS TO THE PLACE OF BEGINNING. BEING THE SAME LANDS AS WERE
CONVEYED TO XXXXX XXXXXXXXX BY XXXXXXX XXXXXXX BY DEED DATED SEPTEMBER 12, 1871
AND RECORDED IN BOOK 35 OF DEEDS, PAGE 154, SONOMA COUNTY RECORDS.
APN 000-000-000
EXCEPTING THEREFROM THE LAND HERETOFORE CONVEYED BY SAID XXXXX XXXXXXXXX TO XXXX
X. XXXXX, BY DEED DATED SEPTEMBER 20, 1871, AND RECORDED IN BOOK 35 OF DEEDS,
PAGE 177, SONOMA COUNTY RECORDS.
ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN A DEED FROM SAID XXXXX XXXXXXXXX
AND WIFE, TO XXXXXXX XXXXXX, DATED MAY 17, 1873 AND RECORDED IN BOOK 41 OF
DEEDS, PAGE 342, SONOMA COUNTY RECORDS. EACH TRACT OF LAND COVERED BY SAID TWO
EXCEPTIONS CONSISTING OF 12 ACRES EACH, MORE OR LESS, AND BEING EACH ON THE
SOUTHERLY SIDE OF SAID PETALUMA AND BLOOMFIELD ROAD AND BEING THE SOUTHERLY PART
OF THE FIRST PARCEL HEREIN DESCRIBED.
ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PORTION THEREOF:
BEGINNING IN THE CENTER OF A CREEK AT A POINT IN THE DIVIDING LINE BETWEEN THE
LANDS OF XXXXX XXXXXX AND THE LANDS NOW OR FORMERLY OF XXXXXX, WHICH POINT OF
BEGINNING IS NORTH 89o 30' EAST, 10.79 CHAINS FROM THE SOUTHWESTERLY CORNER OF
THE LANDS OF XXXXXX, WHICH SAID CORNER IS IN THE DIVIDING LINE BETWEEN THE LANDS
OF XXXXXX AND XXXXXXX; RUNNING THENCE FROM SAID POINT OF BEGINNING, SOUTH 89o
30'
/s/JB /s/LN
WEST, 10.79 CHAINS TO THE DIVIDING LINE BETWEEN THE LANDS OF XXXXXXX AND THE
LANDS OF XXXXXX; THENCE NORTH 30o WEST, 4.10 CHAINS; THENCE NORTH 89o 45' WEST,
0.33 CHAINS; THENCE NORTH 9o 15' WEST, 1.82 CHAINS; THENCE NORTH 62o 30' EAST,
11.47 CHAINS TO THE CENTER OF A CREEK; THENCE SOUTHERLY FOLLOWING THE
MEANDERINGS OF SAID CREEK TO THE POINT OF BEGINNING.
SECOND PARCEL:
A RIGHT OF WAY OF A UNIFORM WIDTH OF 10 FEET DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE NORTHERLY LINE OF THE ABOVE DESCRIBED LAND, WHICH
POINT OF BEGINNING IS 53 FEET SOUTHWESTERLY FROM TAE WESTERLY END OF A BRIDGE
ACROSS THE CREEK ABOVE MENTIONED; THENCE NORTHEASTERLY 53 FEET TO SAID BRIDGE;
THENCE NORTHEASTERLY 311 FEET TO THE COUNTY ROAD LEADING FROM PETALUMA TO
BLOOMFIELD,
ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PORTION THEREOF:
BEING A PORTION OF THE XXXXX XXXXXX RANCH, SO-CALLED, AND WHICH SAID PORTION
HEREBY CONVEYED IS DESCRIBED AS FOLLOWS:
COMMENCING AT A 6 INCH BY 6 INCH POST IN A GATEWAY ON THE SOUTH SIDE OF THE
PETALUMA AND BLOOMFIELD ROAD, WHICH POST IS 35.10 CHAINS NORTHWESTERLY FROM THE
SOUTHEAST CORNER OF THE PROPERTY KNOWN AS THE LIBERTY RACE TRACT; THENCE ALONG A
FENCE SOUTH 59o 45' WEST, 9.17 CHAINS TO A STAKE; THENCE ALONG A FENCE AND THE
LANDS OF THE HEIRS OF XXXXX XXXXXX, DECEASED, NORTH 18o 45' EAST, 1.06 CHAINS;
NORTH 33o 45' EAST, 0.92 CHAINS; NORTH 41o 30' EAST, 0.61 CHAINS; AND NORTH 0o
15' EAST, 8.42 CHAINS TO THE CENTERLINE OF THE 46o 45' EAST, 7.21 CHAINS TO A
POINT IN LINE WHICH WITH THE POST AND FENCE FIRST MENTIONED; THENCE SOUTH 59o
45' WEST, 0.49 CHAINS TO THE POINT OF BEGINNING. BEARINGS TRUE. BEING THE
NORTHWESTERLY CORNER OF THE TRIANGULAR PIECE OF LAND CONVEYED TO XXXXX XXXXXXXXX
BY XXXXXXX XXXXXXX BY DEED DATED SEPTEMBER 12, 1871, AND RECORDED IN BOOK 35 OF
DEEDS, PAGE 154, SONOMA COUNTY RECORDS. BEING THE SAME PROPERTY CONVEYED BY DEED
DATED OCTOBER 21, 1913, BY XXXXX XXXXXX TO XXXXXX XXXXXXXX AND XXXX XXXXXXXX,
HIS WIFE, AND RECORDED OCTOBER 22, 1913, IN BOOK 316 OF DEEDS, PAGE 166, SONOMA
COUNTY RECORDS, WHICH DEED IS XXXXXX REFERRED TO AND MADE A PART HEREOF.
ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PORTION THEREOF. BEING A
PORTION OF THE PROPERTY SITUATED ON THE SOUTH SIDE OF THE PETALUMA AND
BLOOMFIELD ROAD, KNOWN AS THE LIBERTY RACE TRACT PROPERTY, DEEDED TO XXXXXXX
XXXXXX AND XXXXX XXXXXX, BY DEED DATED DECEMBER 1, 1903 AND RECORDED IN BOOK 208
OF DEEDS, PAGE 210, SONOMA COUNTY RECORDS, BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF THE ABOVE MENTIONED TRACT; THENCE ALONG THE
NORTHERLY LINE OF THE X.X. XXXXX TRACT, SOUTH 20o 38' WEST, 467.30 FEET; THENCE
SOUTH 89o 13 WEST, 174.45 FEET; THENCE NORTH 20o 38' EAST, 605.00 FEET TO A
POINT IN THE CENTER OF THE PETALUMA AND BLOOMFIELD ROAD; THENCE SOUTH 44o 52'
EAST, 178.47 FEET TO THE POINT OF BEGINNING.
/s/JB /s/LN
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
XXXX & XXXXXXXX
00 Xxxxxx Xxxx, Xxxxxx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
MAIL TAX STATENMENTS TO:
Vinifera, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
--------------------------------------------------------------------------------
SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
MEMORANDUM OF OPTION TO PURCHASE
This Memorandum of Option ("Memorandum') is made as of March 25,
1999, by and between Xxxxx Xxxx ("Optionor") and Vinifera, Inc., a
California corporation ("Optionee').
1. Optionor hereby grants to Optionee an option to purchase
(the "Option) all of that certain real property commonly known as 0000
Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 (the "Property"), as depicted
in EXHIBIT "A" attached hereto and incorporated herein. Said Property
consists of approximately two hundred thousand (200,000) square feet of
greenhouse space plus approximately nine (9) acres of land.
2. The specific terms and conditions of Optionee's Option are
set forth in the Commercial Lease With Option to Purchase (the
"Agreement") dated March 25, 1999. All of the terms and conditions of
The Agreement are incorporated herein by this reference.
3. The term of the Option expires at midnight on March 31,
2005.
4. Any party who is interested in acquiring an interest in
the Property should contact the Optionor and Optionee. Optionor's
address is:
For Xxxxx Xxxx: 000 Xxxxxxxx Xxxx. So.
c/o Xxxx Xxxxxxx Suite D
P.O. Box 259
Petaluma, CA 94953
1
Optionee's address is:
Vinifera, Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxx, XX
00000.
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum as
of the date first above written.
OPTIONOR: OPTIONEE:
VINIFERA, INC., A CALIFORNIA CORPORATION
/s/ Xxxxx Xxxx
------------------------
XXXXX XXXX
By: /s/ X. Xxxxxxxxx
-------------------------------------
Xxxxxx Xxxxxxxxx, President
Its:
-------------------------------------
By: /s/ X. Xxxxxxxxx
-------------------------------------
Xxxxxx Xxxxxxxxx, Secretary
Its:
------------------------------------
/s/JB /s/LN
2
STATE OF CALIFORNIA )
) ss
COUNTY OF SONOMA )
On this 28TH day of APRIL, 1999, before me, a Notary Public, State of
California, duly commissioned and sworn, personally appeared: XXXXXX X.
XXXXXXXXX known to me (or proved to me on the basis of satisfactory evidence) to
be the person whose name is subscribed to the within instrument, and
acknowledged that he/she executed the same.
Official Seal: /s/ Xxx X. X. Xxxxxxxx
---------------------------------------------
Notary Public
My Commission Expires: March 28, 2003
-----------------------
XXX X. X. XXXXXXXX
Comm. # 1214328
NOTARY PUBLIC -CALIFORNIA
Sonoma County
My Comm. Expires Mar. 28,2003
3
/s/JB /s/LN
ADDENDUM NO. 2
TO COMMERCIAL LEASE WITH OPTION TO PURCHACE
-------------------------------------------
This Addendum No. 2 to Commercial Lease with Potion to Purchase (this
"Addendurn") is made and entered into as of March 25, 1999, by and between XXXXX
XXXX ("Lessor) and VINIFERA, INC., a California corporation ("Lessee").
1. The following language is added following the word "Lessor" in the
second line of Paragraph 3 of the Commercial Lease with Option to
Purchase ("'Lease"): "which consent shall not be unreasonably withheld".
2. ORDINANCES AND STATUTES. Lessor warrants and represents that the
premises currently comply with all statutes, ordinances and requirements
of all municipal, state and federal authorities now in force. Xxxxxx
agrees to defend, indemnify and hold Xxxxxx harmless from and against
all claims, demands, causes of action, liabilities, damages, costs and
expenses (including reasonable attorneys' fees, court costs, and expert
witness and consultant fees) relating to or arising from Lessor's breach
of this warranty and representation. Lessee shall comply with all
statutes, ordinances and requirements of all. municipal, state and
federal authorities which may later apply to the premises following the
date of the Lease relating to or arising from Xxxxxx's particular use of
the premises. If such law compliance, however, does not relate to or
apply because of Xxxxxx's particular us of the premises but generally
applies to all such buildings without regard to Xxxxxx's particular use,
Lessor, at Lessor's sole cost and expense, shall comply with such
requirements."
3. The term "and Acts of God" is inserted following the words "normal wear
and tear" in the fourth line of Paragraph 7 of the Lease.
Notwithstanding the language contained in Paragraph 7 of the Lease,
Lessee shall have no obligation to maintain, repair of alter any part of
the premises damaged by an act or omission on the part of Lessor or
Lessor's employees, agents, contractors, agents and invitees. The
obligation of Lessee to maintain and repair the electrical wiring,
plumbing and heating and air-conditioning installations is limited to
the equipment and wiring actually situated in the premised leased by
Lessor to Lessee. Such obligation of Lessee shall not extend to nor
include any electrical wiring, plumbing and heating and air-conditioning
installations located outside of the premises but which service the
premises.
4. INDEMNIFICATION OF LESSOR. Lessor will not be liable for any damage or
injury to Lessee, or to any other person, or to any property, occurring
on the premises, except for any such damage or injury relating to or
arising from Lessor's acts or omissions. Xxxxxx agrees to hold Lessor
harmless from any claims for damages arising out of Xxxxxx's use of the
premises, and to indemnify Lessor for any expense incurred by Xxxxxx in
defending any such claims, except for those claims resulting from the
acts or omissions of the Lessor or of Lessor's employees, agents,
contractors, agents and invitees.
5. Not withstanding anything to the contrary in Paragraph 18, only those
improvements listed in Exhibit "B" attached hereto shall belong to
Lessor upon the expiration or earlier termination of the Lease.
6. Xxxxxx agrees to defend, indemnify, and hold Lessee harmless from and
against any and all claims, demands, causes of action, liabilities,
damages, costs and expenses (including reasonable attorneys' fees, court
costs and expert witness and consultant fees), relating to or, arising
from any breach by Lessor or failure to comply with any and all city,
county, state and federal environmental laws or other laws relating to
the storage, control or handling of hazardous materials.
/s/JB /s/LN
7. The Option to Purchase, contained in Paragraph 3 relates to the entire
property described in Exhibit "C" attached hereto. In the event Lessee
exercises the Option, said property shall be sold unencumbered by any
leases now or hereafter entered into by Lessor and third parties.
Notwithstanding anything to the contrary contained in Paragraph 33j,
Lessee may exercise the Option to Purchase at any time after March 31,
2002, but said Option to Purchase shall expire March 31, 2005. Landlord
and Xxxxxx agree to execute the Memorandum of Option attached hereto as
Exhibit "D" and to record same in the Official Records of the County of
Sonoma.
IN WITNESS WHEREOF, this Addendum No. 2 has been executed as of the day
and year first written above.
LESSOR: LESSEE:
By: /s/ Xxxxx Xxxx VINIFERA, INC., a California corporation
----------------------------
XXXXX XXXX
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Its: President
-----------------------------------
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Its: X. Xxxxxxxxx, Secretary
-----------------------------------
/s/JB /s/LN
EXHIBIT A
"A PORTION OF" PARCEL
APN 000-000-000
County Assessor's Parcel Map
EXHIBIT B
IMPROVEMENTS
------------
1. All heating systems, and ventilation systems.
2. 12 Green Houses
3. Well and Pumping system
EXHIBIT "C"
OPTION PROPERTY ENTIRE PARCEL
APN 000-000-000
County Assessor's Parcel Map
