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HomeMy WebLinkAboutContracts & Agreements_20-2018Recording Requested By and When Recorded Mail to: City Clerk City of Redlands P.O. Box 3005 Redlands CA 92373 LEASE AGREEMENT BETWEEN LARRY ADAMS, dba BUY ANY TIRES DEPOT, and TRANSMISSION DYNAMICS, INC., dba AAMCO TRANSMISSION THE CITY OF REDLANDS 1:Nca\djmlAg=mentALease Apreemnt with Larry Adams.docx LEASE AGREEMENT TABLE OF CONTENTS 1. BASIC TERMS....................................................................................................................................1 2. PREMISES .................... .......................................................................................................................1 3. TERM...................................................................................................................................................1 4. RENT.................................................................................................................................................... 2 5. USE OF PREMISES.............................................................................................................................3 6. SIGNAGE.............................................................................................................................................3 7. PERSONAL PROPERTY TAXES............................................................................ .... 3 8. UTILITIES..................................................................................................................................... 3 9. ALTERATIONS...................................................................................................................................3 10. RELEASE AND INDEMNITY............................................................................................................ 4 11. INSURANCE....................................................................................................................................... 4 12. CONDEMNATION..............................................................................................................................5 13. ASSIGNMENT OR SUBLEASE......................................................................................................... 6 14. DEFAULT............................................................................................................................................ 6 15. LANDLORD'S REMEDIES................................................................................................................6 16. ENTRY ON PREMISES...................................................................................................................... 7 17. NOTICE................................................................................................................................................7 18. WAIVER..............................................................................................................................................8 19. SURRENDER OF PREMISES; HOLD OVER................................................................................... 8 20. MISCELLANEOUS PROVISIONS..................................................................................................... 8 21, HAZARDOUS SUBSTANCES...........................................................................................................9 t:lcaldjmlAgreemenlslLease Agreemnt with Larry Adams.dacx LEASE AGREEMENT 1. BASIC TERMS a. Effective Date: b. Tenant: Address: c. Landlord: Address: d. Tenant's Use of Premises: e. Premises Description: f. Term of Lease: g. Base Monthly Rent: h. Real Estate Taxes: February 7, 2018 Larry Adams, dba Buy Any Tires Depot, and Transmission Dynamics, Inc., dba AAMCO Transmission 1267 W. Redlands Blvd. Redlands, CA 92373 City of Redlands PO Box 3005, 35 Cajon St., Suite 200 Redlands, CA 92373 Tenant shall use the Premises for the sole purpose of automobile repair services and retail tire sales and accessory services County of San Bernardino APN No. 0169-351-04 Month -to -Month; Not to exceed 12 months $1.00 per month Lessee shall pay the real estate taxes during its occupancy of the Premises This section represents a summary of the basic terms of this Lease. In the event of any inconsistency between the terms contained in this Section and any other specific section or clause of this Lease, the terms of the more specific clause shall prevail. 2. PREMISES. Landlord hereby leases to Tenant and Tenant leases from Landlord, those certain Premises described in section 1, and in Exhibit "A" which is attached hereto and incorporated herein by reference. Tenant acknowledges that it has examined the Premises and accepts the Premises in their "as is" present condition. 3. TERM. The term of this Lease shall commence upon close of escrow for Landlord's purchase of the Premises (First American Title Insurance Company No. NCS-882726-ONTI) and shall continue for a period of twelve (12) months, on a month-to-month tenancy basis (the r:lcaldjmlAgreements\Lease Agreesnnt with Lany Adams.docx "Term"), unless otherwise earlier terminated as provided for herein. Tenant, but not Landlord, shall have the right to terminate this Lease upon thirty (30) days prior written notice. 4. RENT. a. Base Rent. Tenant shall pay Landlord rent in the amount set forth in Section 1, which shall be payable monthly in advance on the first day of each and every calendar month ("Monthly Rent"). b. Expenses. Tenant shall pay the cost of all expenses related to the use, maintenance, ownership, and insurance of the Premises. The term "Expenses" shall mean all costs and expenses of the operation, maintenance and insurance of the Premises, including, without limitation, the following costs: 1) All supplies, materials, labor and equipment, used in or related to the maintenance of the Premises; 2) All utilities, including without limitation, water, electricity, gas, heating, lighting, sewer, waste disposal, security, and all charges relating to the use or operations of the Premises; and 3) All insurance premiums and costs, including, but not limited to the premiums and costs of fire, casualty and liability coverage and rental abatement insurance related to the Premises. c. Tenant shall pay all taxes, assessments (general and special) and other improvements or charges which may be taxed, charged, levied, assessed or imposed upon all or any portion of, or in relation to, the Premises or any portion thereof ("Real Property Taxes"). "Real Property Taxes" shall also include any form of assessment, levy, penalty, charge or tax (other than estate, inheritance, net income or franchise taxes) imposed by any authority having a direct or indirect power to tax or charge, including without limitation any city, county, state, federal or any improvement or other district. d. Possessory Interest Tax. Tenant shall pay any and all taxes and assessments which may, during the term of this Lease, be levied or assessed on the personal property or business owned by the Tenant and located on the Premises. Tenant acknowledges and agrees that, in accordance with California Revenue and Taxation section 107, the Premises may be subject to property taxation and that Tenant may be deemed to have a possessory interest in such property and may be subject to the payment of property taxes levied on such interest. e. Rent Without Offset and Late Charge. All rent shall be paid by Tenant to Landlord monthly in advance on the first day of every calendar month, at the address shown in Section 1, or such other place as Landlord may designate in writing from time to time. All rent shall be paid without prior demand or notice and without any deduction or offset whatsoever. All rent shall be paid in lawful currency of the United States of America. All rent due for any partial month shall be prorated at the rate of 1130th of the total monthly rent per day. Tenant acknowledges that late payment by Tenant to 2 1.Nca\djmlAgreements\Lease Agreemnt with i arry Adams.doex Landlord of any rent or other sums due under this Lease will cause Landlord to incur cost not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to ascertain. Such costs include without limitation, processing and accounting charges and late charges that may be imposed on Landlord by the terms of any encumbrance or note secured by the Premises. Therefore, if any rent or other sum due from Tenant is not received when due, Tenant shall pay to Landlord an additional sum equal to ten percent (10%) of such overdue payment. Landlord and Tenant hereby agree that such late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of any such late payment. Additionally, all such delinquent rent or other sums, plus this late charge, shall bear interest at the then maximum lawful rate permitted to be charged by Landlord. Any payments of any kind returned for insufficient funds will be subject to an additional handling charge of Twenty-five Dollars ($25.00). 5. USE OP PREMISES. Tenant shall use the Premises solely for the purpose set forth in Section 1 and for no other purpose, without obtaining the prior written consent of Landlord. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, or with respect to the suitability of the Premises for the conduct of Tenant's business, nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises. Tenant acknowledges that Landlord may from time to time, in its sole discretion, make such modifications, alternations, deletions or improvements to the Premises as Landlord may deem necessary or desirable, without compensation or notice to Tenant. Tenant shall promptly comply with all laws, ordinances, orders and regulations affecting the Premises. Tenant shall not do or permit anything to be done in or about the Premises or bring or keep anything in the Premises that will in any way increase the premiums paid by Landlord on its insurance related to the Premises. Tenant will not perform any act or carry on any practice that may injure the Premises. Tenant shall not use the Premises for sleeping or the preparation, manufacture or mixing of anything that might emit an objectionable odor, noises, vibrations or lights. If sound insulation is required to muffle noise produced by Tenant on the Premises, Tenant at its own cost shall provide all necessary insulation. 6. SIGNAGE. Tenant shall not install, erect or place any signage on the Premises without Landlord's prior written consent, which consent may not be unreasonably be withheld by Landlord. Landlord agrees Tenant may continue to utilize all signage located on the Premises as of November 21, 2017, 7. PERSONAL PROPERTY TAXES. Tenant shall pay before delinquency all taxes, assessments, liens, license fees, and public charges levied, assessed or imposed upon its business operations as well as upon all trade fixtures, leasehold improvements, merchandise and other personal property in or about the Premises. 8. UTILITIES. Tenant shall pay for all water, gas, heat, light, power, sewer, electricity, telephone or other service metered, chargeable or provided to the Premises. 9. ALTERATIONS. Tenant shall not make any alternations to the Premises without Landlord's prior written consent. Any alterations made shall remain on and be surrendered with 3 I:IcalcrjanAAgreemets%Lease Agreemnt with Larry Adatns.docx the Premises upon expiration or termination of this Lease, except that Landlord may, within thirty (30) days before or thirty (30) days after expiration of the Term, or upon termination of this Lease, elect to require Tenant to remove any alterations which Tenant may have made to the Premises. If Landlord so elects, at its own cost Tenant shall restore the Premises to the condition designated by Landlord in its election, before the last day of the term of this Lease or within thirty (30) days after notice of its election is given, whichever is later, or within thirty (30) days of termination of this Lease. Should Landlord consent in writing to Tenant's alteration of the Premises, Tenant shall contract with a contractor approved by Landlord for the construction of such alterations, shall secure all appropriate governmental approvals and permits, and shall complete such alterations with due diligence in compliance with plans and specifications approved by Landlord. Tenant shall pay all costs for such construction and shall keep the Premises free and clear of all mechanics' liens which may result from construction by Tenant. 10. RELEASE AND INDEMNITY. As material consideration to Landlord, Tenant agrees that Landlord shall not be liable to Tenant for any damage to Tenant or Tenant's property from any cause, and Tenant waives all claims against Landlord for damage to persons or property arising for any reason, except for damage resulting directly from Landlord's breach of its express obligations under this Lease which Landlord has not cured within a reasonable time after receipt of written notice of such breach by Tenant. Tenant shall defend, indemnify and hold Landlord harmless from the damages arising out of any damage to any person or property occurring in, on or about the Premises, or Tenant's use of the Premises, or Tenant's breach of any term of this Lease. 11. INSURANCE. Tenant, at is cost, shall maintain public liability and property damage insurance with a single combined liability limit of Two Million Dollars ($2,000,000), and property damage limits of not less than One Million Dollars ($1,000,000), insuring against all liability of Tenant and its authorized representatives arising out of or in connection with Tenant's use or occupancy of the Premises. Public liability insurance and property damage insurance shall insure performance by Tenant of the indemnity provisions of Section 10. Landlord shall be named as an additional insured, and the policy shall contain cross -liability endorsements and all insurance shall be primary with respect to Landlord and non-contributing to any insurance or self-insurance maintained by Landlord. On all its personal property, at its sole cost, Tenant shall maintain a policy of standard fire and extended coverage insurance with vandalism and malicious mischief endorsements and "all risk" coverage on the Premises and all Tenant's improvements and alterations in or about the Premises, to the extent of at least ninety percent (90%) of their full replacement value. The proceeds from any such policy shall be used by Tenant first for to restore the Premises to its original condition and; second, for the replacement of personal property and the restoration of Tenant's improvements or alterations. All insurance required to be provided by Tenant under this Lease shall release Landlord from any claims for damage to any person or to the Premises, and to Tenant's fixtures, personal property, improvements and alterations in or on the Premises caused by or resulting from risks insured against under any insurance policy carried by Tenant and in force at the time of such damage. All insurance required to be provided by Tenant under this Lease shall: a. Be issued by insurance companies authorized to do business in the state and satisfactory to Landlord; and 4 1;1ca\djm ftreements\Lease Agmemnt with L any Adams.doex b. Be issued as a primary policy; and c. Contain an endorsement requiring at least thirty (30) days prior written notice of cancellation to Landlord before cancellation or change in coverage, scope or amount of any policy. Tenant shall deliver a certificate or copy of such policy together with endorsements evidencing all required coverage and evidence of payment of all current premiums to Landlord within thirty (30) days of execution of this Lease. Tenant's failure to provide evidence of such coverage to landlord may, in Landlord's sole discretion, constitute a default under this Lease. 12. CONDEMNATION a. Definitions. The following definitions shall apply: 1) "Condemnation" means (a) the exercise of any governmental power of eminent domain, whether by legal proceedings or otherwise by (b) the voluntary sale or transfer by Landlord to any condemnor either under threat of condemnation or while legal proceedings for condemnation are proceeding; 2) "Date of taking" means the date the condemnor has the right to possession of the property being condemned; 3) "Award" means all compensation sums or anything of value awarded, paid or received on a total or partial condemnation; 4) "Condemnor" means any public or quasi -public authority, or private corporation or individual, having the power of condemnation. b. Obligation to be Governed by Lease. If, during the Term of this Lease, there is any taking of all or any part of the Premises, the rights and obligations of the Parties shall be determined pursuant to this Lease. c. Total or Partial Taking. If the Premises are totally taken by condemnation, this Lease shall ten-ninate on the date of taking. If any portion of the Premises is taken by condemnation, this Lease shall remain in effect, except that Tenant may elect to terminate this Lease if the remaining portion of the Premises is rendered unsuitable for Tenant's continued use of the Premises. If Tenant elects to terminate this Lease, Tenant must exercise its right to terminate by giving notice to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined. If Tenant elects to terminate this Lease, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of its election to terminate; except that this Lease shall terminate on the date of taking if the date of taking falls on a date before the date of termination as designated by Tenant. If any portion of the Premises is taken by condemnation, and this Lease remains in full force and effect, on the date of taking the rent shall be reduced by an amount in the same ratio as the total number I: 1ca1djmlAgreements\Lease Agreemnt with Larry Adams.docx of square feet in the Premises taken bears to the total number of square feet in the Premises immediately before the date of taking. 13. ASSIGNMENT OR SUBLEASE. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all, or any part of, the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's prior written consent, which Landlord may withhold in its sole discretion. Any assignment, encumbrance, or sublease without Landlord's written consent shall be voidable and at Landlord's election, and shall constitute a default. Any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least Twenty- five percent (25%) of the value of the assets of Tenant shall be deemed a voluntary assignment. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, One Hundred Dollars ($100) or Landlord's reasonable attorneys' fees incurred in connection with such request, whichever is greater. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation, the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: a. If Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or b. If a writ of attachment or execution is levied on this Lease; or c. If in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant. 14. DEFAULT. The occurrence of any of the following shall constitute default by Tenant: a. A failure to pay rent or other charge when due; b. Abandonment and vacation of the Premises (failure to occupy and operate Premises for ten (10) consecutive days shall be deemed an abandonment and vacation); or c. Failure to perform any provision of this Lease. 15. LANDLORD'S REMEDIES. Landlord shall have the following remedies if Tenant is in default (these remedies are not exclusive; they are cumulative and in addition to any remedies now or later allowed by law). Landlord may terminate Tenant's right to possession of the Premises at any time. No act by Landlord other than giving notice to Tenant shall terminate this Lease. Acts of maintenance, efforts to relent the Premises, or the appointment of a receiver on Landlord's initiative to protect Landlord's interest under this Lease, shall not constitute a b I:1caldjuilAgreements\Lease Agrecmnt with Zany Adams.docx termination of Tenant's right to possession. Upon termination of Tenant's right to possession, Landlord has the right to recover from Tenant: a. The worth of the unpaid rent that had been earned at the time of termination of this Lease; b. The worth of the amount of the unpaid rent that would have been earned after the date of termination of this Lease; c. Any other amount, including court, attorney and collection costs, necessary to compensate Landlord for all detriment proximately caused by Tenant's default. "The worth," as used for Item 15(a) in this Section 15, is to be computed by allowing interest at the maximum rate an individual is permitted to charge by law, or twelve percent (12%), whichever is greater. "The worth at the time of the award," as used for Item 15(b) in this Section 15, is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of termination of Tenant's right of possession. 16. ENTRY ON PREMISES. Landlord and its authorized representatives shall have the right to enter the Premises upon giving notice at least one business day in advance (except in case of emergency) at all reasonable times for any of the following purposes: a. To determine whether the Premises are in good condition and whether Tenant is complying with is obligations under this Lease; b. To do any necessary maintenance and to make any restoration to the Premises that Landlord has the right or obligation to perform; C. To post "for sale" signs at any time during the Term, to post "for rent" or "for lease" signs during any period while Tenant is in default; d. To show the Premises to prospective brokers, agents, buyers, tenants, or persons interested in an exchange, at any time during the Term; or e. To repair, maintain or improve the Premises and to erect scaffolding and protective barricades around and about the Premises but not so as to prevent entry to the Premises and to do any other act or thing necessary for the safety or preservation of the Premises. Landlord shall not be liable in any manner for any inconvenience, disturbance, loss of business, nuisance or other damage arising out of Landlord's entry onto the Premises as provided in this Section 16. Landlord shall conduct its activities on the Premises as provided herein in a manner that will cause the least inconvenience, annoyance or disturbance to Tenant. 17. NOTICE. Any notice, demand, request, consent, approval or communications desired by either Party or required to be given, shall be in writing and served either personally or sent by prepaid certified first class mail, addressed as set forth in Section 1. Either Party may change its 7 1Aca\djnAAgreeinents\Lease Agreemnt with r.a3ry Adains.dou address by notification to the other Party. Notice shall be deemed to be communicated forty- eight (48) hours from the time of mailing, if mailed, or from time of service, if personally served. 18. WAIVER. No delay or omission in the exercise of any right or remedy by Landlord shall impair such right or remedy or be construed as a waiver. No act or conduct of Landlord, including without limitation, acceptance of the keys to the Premises, shall constitute an acceptance of the surrender of the Premises by Tenant before the expiration of the Term. Only written notice from Landlord to Tenant shall constitute acceptance of the surrender of the Premises and accomplish termination of this Lease. Landlord's consent to or approval of any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent to or approval of any subsequent act by Tenant. Any waiver by Landlord of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of the Lease. 19. SURRENDER OF PREMISES; HOLD OVER. Upon expiration or termination of this Lease, Tenant shall surrender to Landlord the Premises and all Tenant Improvements and alterations in good condition, except for ordinary wear and tear and alterations Tenant has the right or is obligated to remove under the provisions of Section 10 hereof. Tenant shall remove all personal property including without limitation, all wallpaper, paneling and other decorative improvements or fixtures and shall perform all restoration made necessary by the removal of any alternations or Tenant's personal property before the expiration of the Term, including for example, restoring all wall surfaces to their condition prior to the commencement of this Lease. Landlord can elect to retain or dispose of, in any manner, Tenant's personal property not removed from the Premises by Tenant prior to the expiration of the Term. Tenant waives all claims against Landlord for any damage to Tenant resulting from Landlord's retention or disposition of Tenant's personal property. Tenant shall be liable to Landlord for Landlord's costs for storage, removal or disposal of Tenant's personal property. If Tenant, with Landlord's consent, remains in possession of the Premises after the expiration of the Term, or after the date in any notice given by Landlord to Tenant terminating this Lease, such possession by Tenant shall be deemed to be a holdover tenant. All provisions of this Lease, except those pertaining to the Term and rent, shall apply to such tenancy at sufferance. Tenant shall pay monthly rent in amount equal to three hundred percent (300%) of the monthly amount of rent during the regular Term. 20. MISCELLANEOUS PROVISIONS. a. Time of Essence. Time is of the essence of each provision of this Lease. b. Successor. This Lease shall be binding on and inure to the benefit of the Parties and their successors, except as provided in Section 13 herein. c. Landlord's Consent. Any consent required by Landlord under this Lease must be granted in writing and may be withheld by Landlord in its sole and absolute discretion. d. Defense and Indemnity. If Landlord becomes a party to any litigation concerning this Lease, and/or the Premises, by reason of any act or omission of Tenant or Tenant's 8 1Acaldj:n\Agrecments\Leasc Agreemnt with Larry Adaans.docx authorized representatives, employees. Agents or invitees, Tenant shall hold harmless, defend (with counsel reasonably acceptable to Landlord) and indemnify Landlord, and Tenant shall be liable to Landlord for reasonable attorneys' fees and court costs incurred by Landlord in the litigation whether or not such litigation leads to actual court action. If either Party commences an action against the other Party arising out of or in connection with this Lease, the prevailing Party shall be entitled to recover from the other Party reasonable attorneys' fees and costs of suit, including fees for a Party's use of in-house counsel. If Landlord employs a collection agency to recover delinquent charges, Tenant agrees to pay all collection agency fees charged to Landlord in addition to rent, late charges, interest and other sums payable under this Lease. Tenant shall pay a charge of Seventy Five Dollars ($75) to Landlord for preparation of a demand for delinquent rent. e. Landlord's Successors. In the event of a sale or conveyance by Landlord of the Premises, the same shall operate to release Landlord from any liability under this Lease, and in such event Landlord's successor interest shall be solely responsible for all obligations of Landlord under this Lease. f. Interpretation. This Lease shall be construed and interpreted in accordance with the laws of the state of California. This Lease constitutes the entire agreement between the Parties with respect to the Premises, except for such guarantees or modifications as may be executed in writing by the Parties from time to time. When required by context of this Lease, the singular shall include the plural, and the masculine shall include the feminine and/or neuter. The enforceability, invalidity or illegality of any provision shall not render the other provisions unenforceable, invalid or illegal. 21. HAZARDOUS SUBSTANCES. a. General Prohibition. Tenant shall not use or allow the Premises to be used for the release, storage, use, treatment, disposal or other handling of any Hazardous Substance without the prior consent of Landlord. Notwithstanding the foregoing, Tenant may use Hazardous Substances commonly employed in the conduct of automobile repair services subject to the requirements of Section 2 1 B of this Lease. The term "Release" shall have the same meaning as is ascribed to it in the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. sections 9601 et seq., as amended, ("CERCLA"). The term "Hazardous Substance" means: 1) Any substance defined as a "hazardous substance" under CERCLA; 2) Petroleum, petroleum products, natural gas, natural gas liquids, liquefied natural gas, and synthetic gas; and 3) Any other substance or material deemed to be hazardous, dangerous, toxic or a pollutant under any federal, state or local law, code, ordinance or regulation. b. Reporting. Tenant shall: 9 1Aealdjm\Agreements\Lease Agreemnt with Larry Adacns.docx IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date first written above. LANDLORD TENANT CITY OF REDLANDS LARRY ADAMS, dba BUY ANY TIRES DEPOT, and TRANSMISSION DYNAMICS, INC., dba AAMCO TRANSMISSION Paul Barich, Mayor Pro Tempore ATTEST B eanne Donaldson, City Clerk 11 l:lcaldjni\AgrcementsU.ease Agreemm with Larry Adams.docx EXHIBIT "A" APN 016-351-04 BARTON RO PTN E 112 LOT 20 DESC AS COM ON SLY LI STATE HGWY N 71 DEG 47 MIN W 350 FT FROM W Ll TENN ST TH S PARALLEL WITH W LI TENN ST 200 FT TH N 71 DEG 47 MIN W PARALLEL WITH STATE HGWY TOW LI E 112 SD LOT TH N ALG W LI SD E 112 SD LOT 200 FT TO S LI STATE HGWY TH S 71 DEG 47 MIN E ALG S Ll STATE HGWY TO POB 12 l:lcaldjni\Agreements\Lease Agreemnt wills Lawry Adains.doex