**Exhibit 10.27**

 

**Rental Lease Agreement**

 

**Parties:**

This Agreement is entered intobetween Narry Singh (“Tenant”) and Commerce One Operations, Inc. (“Landlord”).

 

**Premises:**

In consideration of thecovenants herein contained, the Landlord provides to Tenant, and Tenant acceptsfrom Landlord, for residential purposes only, the premises situated in AlamedaCounty, and located at 8009 Horizons Court, Pleasanton, CA 94588-9475 (“thepremises”) subject to the terms and conditions in this Agreement.

 

**Term:**

The term of this Lease is forup to six (6) months, commencing on the 1st day of September 2002, andautomatically expiring on the 31st day of January 2003, unless renewed orextended pursuant to the terms herein.

 

**Paymentof Rent:**

Rent shall be charged to tenantin the amount of fifty dollars ($50.00) per month, and Tenant shall pay theutilities as noted in the “Utility” section below.  Fair Market Rent in the amount of $6,600 per month shall beimputed as taxable compensation in Tenant’s regular payroll and reported to therelevant taxing authorities. Additionally, taxes shall be withheld and remitted to the appropriateauthorities with respect to this imputed income.

 

**TenantExamination and Acceptance of Premises:**

The Tenant acknowledges that hehas examined the leased premises and his acceptance of this agreement isconclusive evidence that said premises are in good and satisfactory order andrepair unless otherwise specified herein; and the Tenant agrees that norepresentations as to the condition of the premises have been made and that noagreement has been made to redecorate, repair or improve the premises unlesshereinafter set forth specifically in writing. The Landlord will deliver the leased premises and all common areas in ahabitable condition, pursuant to applicable State law.  Tenant takes premises in its AS-IScondition.  Tenant agrees not to damagethe premises through any act or omission, and to be responsible for any damagessustained through the acts or omissions of Tenant, Tenant’s family or Tenant’sinvitees, licensees, and/or guests. If such damages are incurred, Tenant isrequired to pay for any resulting repairs within thirty (30) days of Landlord’srequest for payment.

 

**Occupancyand Use:**

The premises are to be usedonly as a private residence for Tenant and his immediate family members andtheir medical attendants if necessary. The premises shall be occupied by no more than five (5) persons andshall not be used for any purpose other than a private residence without theprior written consent of the Landlord.

 

**Disturbancesand Violation of Laws:**

Tenant, guests and invitees ofeither tenant or guests shall not use the premises for any unlawful purpose andshall comply fully with all applicable federal, state and local laws andordinances, including laws prohibiting the use, possession or sale of illegaldrugs.  Nor shall Tenant, guests andinvitees of either tenant or guests use the premises in a manner offensive toothers.  Nor shall Tenant, guests andinvitees of either tenant or guests create a nuisance by annoying, disturbing,inconveniencing or interfering with the quiet enjoyment of any other tenant ornearby resident.  Tenant agrees toimmediately inform Landlord and the appropriate authorities upon obtainingactual knowledge of any illegal acts on or upon the leased premises.

 

**Homeowners’Association Covenants:**

Tenant acknowledges that hewill comply will all covenants of the Homeowners’ association, a copy of whichwill be provided by Landlord.

 

**CooperationWith Efforts to Sell Property:**

Tenant acknowledges that thepremises is listed for sale and agrees to cooperate with Landlord andLandlord’s agent in their efforts to secure a buyer.  Tenant therefore agrees to maintain the premises in clean and orderlycondition at all times

 

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and to make the premisesavailable at reasonable times for showing to prospective buyers.  Tenant further agrees to work cooperativelywith Landlord and Landlord’s agent to maintain the presentation of the home,and to ensure that upon the termination or expiration of this lease agreement,the property is returned to Landlord in the same condition as received byTenant at the outset of the lease.

 

**VehicleParking:**

No automobile, truck,motorcycle, trailers or other such vehicles shall be parked on the property withoutcurrent license plates and said vehicles must be in operating condition. Suchvehicles may be parked in driveways or other designated parking area, ifprovided, or in the street.

 

**Insurance:**

Landlord shall provide hazardinsurance as necessary to secure the property against structural damages.Landlord shall not be liable to Tenant, Tenant’s family or Tenant’s invitees,licensees, and/or guests for damages not caused by Landlord or Landlord’sagents. Landlord will not compensate Tenant or anyone else for damages causedby any other source whatsoever, or by Acts of God, and Tenant is thereforestrongly encouraged to independently purchase insurance to protect Tenant,Tenant’s family, Tenant’s invitees, licensees, and/or guests, and all personalproperty on the leased premises and/or in any common areas from any and alldamages.

 

**Utilities:**

Tenant will be responsible andpay for the following utilities, including all required deposits (check thosethat apply):

ý Gas  ýWater  ýElectric  ýRefuse Collection  ýTelephone  ý  Cable or satellite TV  ý internetservices

 

Landlord will be responsibleand pay for the following utilities, including all required deposits (checkthose that apply):

o Gas  oWater  oElectric  oRefuse Collection  oTelephone  oCable TV ý Landscape maintenance ýFountain maintenance

 

Tenant shall be responsible forcontacting and arranging for any utility service.  Unless otherwise agreed with Landlord at the time Tenant vacatesthe premises, Tenant shall be responsible for having all utilities disconnectedon the day Tenant delivers the leased premises back unto Landlord upontermination or expiration of this Lease.

 

**Alterationsand Repairs by Tenant:**

Unless authorized by law,Tenant will not, without Landlord’s prior written consent, alter, re-key orinstall any locks to the premises or install or alter any burglar alarm system.Tenant will not remodel or make any structural changes, alterations oradditions to the premises, will not paper, paint or decorate, nor install,attach, remove or exchange appliances or equipment such as air conditioning,heating, refrigerating or cooking units, radio or television antennae and/orsatellite dish(s); nor drive nails or other devices into the walls or woodwork,nor refinish or shellac wood floors, nor change the existing locks of thepremises, without the prior written permission of the Landlord or his Agent.Any of the above-described work shall become part of the dwelling.

 

**Notificationof Need for Repairs or Maintenance:**

Tenant shall promptly notifyLandlord of any requirements for repairs or maintenance to the premises.

 

**Assignmentof Agreement and Subletting:**

Tenant may not sublet thepremises or any portion thereof, or assign this Lease, without the priorwritten consent of Landlord.

 

**Landlord’sResponsibilities and Duties:**

In compliance with applicableState law, Landlord shall maintain:

 

(a) Effectivewaterproofing and weather protection of roof and exterior walls, includingunbroken windows and doors.

 

(b) Plumbingor gas facilities which conformed to applicable law in effect at the time ofinstallation, maintained in good working order.

 

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(c) A watersupply approved under applicable law, which is under the control of the tenant,capable of producing hot and cold running water, or a system which is under thecontrol of the landlord, which produces hot and cold running water, furnishedto appropriate fixtures, and connected to a sewage disposal system approvedunder applicable law.

 

(d) Heatingfacilities which conformed with applicable law at the time of installation,maintained in good working order.

 

(e) Electricallighting, with wiring and electrical equipment which conformed with applicablelaw at the time of installation, maintained in good working order.

 

(f) Building,grounds and appurtenances at the time of the commencement of the lease or Leaseagreement in every part clean, sanitary, and free from all accumulations ofdebris, filth, rubbish, garbage, rodents and vermin, and all areas undercontrol of the landlord kept in every part clean, sanitary, and free from allaccumulations of debris, filth, rubbish, garbage, rodents, and vermin.

 

(g) Anadequate number of appropriate receptacles for garbage and rubbish, in cleancondition and good repair at the time of the commencement of the lease or Leaseagreement, with the landlord providing appropriate serviceable receptaclesthereafter, and being responsible for the clean condition and good repair ofsuch receptacles under his control.

 

(h) Floors,stairways, and railings maintained in good repair.

 

(i) Compliancewith the requirements of applicable building and housing codes materiallyaffecting health and safety, including but not limited to installing dead-boltlocks on all swinging entrance doors, and installing window locking devices.

 

(j) Compliancewith the requirements of any other applicable State, County or municipal law,statute or code not herein listed.

 

But landlord shall have no dutyto maintain any of the above if the noncompliance is the fault of the Tenant.

 

**Tenant’sResponsibilities and Duties:**

 

In compliance with applicableState law, Tenant covenants:

 

(1) To keepthat part of the premises which he occupies and uses clean and sanitary as thecondition of the premises permits.

 

(2) To disposefrom his dwelling unit of all rubbish, garbage and other waste, in a clean andsanitary manner.

 

(3) Toproperly use and operate all electrical, gas and plumbing fixtures and keepthem as clean and sanitary as their condition permits.

 

(4) Not topermit any person on the premises, with his permission, to willfully orwantonly destroy, deface, damage, impair or remove any part of the structure ordwelling units or the facilities, equipment, or appurtenances thereto, norhimself do any such thing.

 

(5) To occupythe premises as his abode, utilizing portions thereof for living, sleeping,cooking or dining purposes only which were respectively designed or intended tobe used for such occupancies.

 

Tenant agrees that anyviolation of these provisions shall be considered a breach of this Lease.

 

**Pets:**

No pet, animal, bird or otherpet will be kept on the premises, even temporarily, without written permissionfrom Landlord or Agent.  If writtenpermission is granted, the Tenant agrees to pay the cost of having the dwellingde-fleaed and de-ticked by a professional exterminator at the termination ofoccupancy.  Tenant expressly agrees andunderstands that Landlord’s

 

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permission may be conditional upon a deposit to bepaid prior to the pet being kept on the leased premises.

 

**Surrender of Premises:**

Tenant will, upon termination of this Lease, surrenderthe premises and all fixtures and equipment of Landlord therein in good, cleanand operating condition, ordinary wear and tear excepted. Tenant shall, at timeof vacating premises, clean said premises including stove and refrigerator andremove trash from the premises. Upon vacating the premises Tenant shall deliverall keys thereto to the Landlord or his Agent within twenty-four (24) hoursafter vacating. Failure to comply will be cause to charge Tenant for changinglocks.

 

**Landlord’sRight to Access and Inspection:**

In addition to the rights provided by applicableCalifornia law, in the event of an emergency, to make repairs or improvementsor to show the premises to prospective buyers or tenants or to conduct anannual inspection or to address a safety or maintenance problem or to removeany alterations, additions, fixtures, and any other objects which may beaffixed or erected in violation of the terms of this Lease, Landlord orLandlord’s duly authorized agents may enter the premises. Except in cases ofemergency, Tenant’s abandonment of the premises, court order or where it isimpractical to do so, Landlord shall give Tenant reasonable notice beforeentering. Furthermore, Landlord retains a Landlord’s Lien on all personalproperty placed upon the premises to secure the payment of rent and any damagesto the leased premises.

 

**Termination of Lease - Hold Over:**

Landlord may terminate this lease at any time upon(90) days’ written notice, beginning on the date this agreement is executed byall parties. Tenant may terminate this lease at his convenience with no minimumnotice to Landlord. However, Tenant must immediately notify Landlord of hisvacating the premises in order for Landlord to discontinue imputation oftaxable income relative to Tenant’s use of the premises.

 

**Extended Absences by Tenant and NoticeThereof:**

Tenant will notify Landlord in advance if Tenant willbe away from the premises for seven (7) or more consecutive days. During suchabsence, Landlord may enter the premises at times reasonably necessary tomaintain the property and inspect for needed repairs.

 

**Property Damage - Destruction of Property:**

If the premises are rendered totally unfit foroccupancy by fire, act of God, act of rioters or public enemies, or accident,the term of this Lease shall immediately cease effective from the day of suchhappening.  If, however, the premisesare only partially destroyed or damaged and Landlord decides to repair thesame, repairs shall be made by Landlord without unreasonable delay, and thereshall be abatement in the imputation of taxable income in proportion to therelationship the damaged portion of the leased premises bears to the whole ofsaid premises. Tenant, Tenant’s guests and invitees of either Tenant orTenant’s guests will not engage in any activity or action that may cause severeproperty damage.

 

**Hold Harmless:**

To the fullest extent permitted by applicableCalifornia law, Landlord and his Agent will be held free and harmless from anyand all loss, claim or damage by reason of any accident, injury, or damage toany person or property occurring on or about the leased premises, unless suchaccident, injury, or damage shall be caused by the negligence of the Landlord,its agents, servants and/or employees.

 

**Default / Breach By Tenant:**

In the event of any defaulthereunder on the part of the Tenant, his family, servant, guests, invitees, orshould the Tenant occupy the subject premises in violation of any lawful rule,regulation or ordinance issued or promulgated by the Landlord or any rentalauthority, then and in any of said events the Landlord shall have the right toterminate this lease by giving the Tenant personally or by leaving at theleased premises a thirty (30) day written notice of termination and this Leaseshall terminate upon the expiration of thirty (30) days from the delivery ofsuch notice if the default is not remedied within a reasonable time not inexcess of thirty (30) days and the Landlord, at the expiration of said thirty(30) day notice or any shorter period conferred under or by operation of law,shall thereupon be entitled to immediate possession of said premises and mayavail himself of any remedy provided by law for the restitution of possession.nt.

 

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**ParagraphHeadings:**

The headings of particular paragraphs andsubparagraphs are inserted only for convenience and are not part of thisAgreement and are not to act as a limitation on the scope of the particularparagraph to which the heading refers.

 

**Binding:**

This Lease shall be binding upon and inure to thebenefit of the parties hereto, their respective heirs, executors,administrators, successors and assigns.

 

**EntireAgreement:**

This document and any Attachments constitutes thefinal and entire Agreement between the parties hereto, and no promises orrepresentations, other than those contained here and those implied by law, havebeen made by Landlord or Tenant. Neither Landlord or Tenant shall be bound byany terms, conditions, statements, warranties or representations, oral orwritten, not herein contained unless made in writing and signed by bothLandlord and Tenant.

 

**GoverningLaw:**

This Lease shall be governed by California law.

 

**Severability:**

The provisions of this Lease are severable and in theevent any provision, clause, sentence, section or part thereof is held to beinvalid, illegal, unconstitutional, inapplicable or unenforceable to any personor circumstances, such invalidity, illegality, unconstitutionality,inapplicability or unenforceability shall not affect or impair any of theremaining provisions, sentences, clauses, sections, parts of the lease or theirapplication to Tenant or other persons or circumstances. It is understood andagreed that the terms, conditions and covenants of this Lease would have beenmade by both parties if such invalid, illegal, unconstitutional, inapplicableor unenforceable provision, sentence, clause, section or part had not beenincluded therein. To the extent that any portion of this agreement found to beinvalid, illegal, unconstitutional, inapplicable or unenforceable may be validby striking of certain words or phrases, such words or phrases shall be deemedto be stricken and the remainder of the provisions and the remainder of theother portions of this Lease agreement shall remain in full force andeffect.  It is further agreed that thisLease may be executed in counterparts, each of which when considered togethershall constitute the original contract.

 
| Landlord/Agent’s signature:      | /s/ Beth Frensilli                           |   |
|---------------------------------------|----------------------------------------------|--------|
| Title:                                | SVP & General Counsel, Commerce One Inc. |   |   |
| Date:                                 |                                         |   |   |
| Address:                              | 4440 Rosewood Drive                          |   |
| Pleasanton, CA 94588                  |                                         |
| Phone:                                |                                         |   |   |
|                                  |                                         |   |
| Witness to Landlord’s Signature: | /s/ Leslie Angel                             |   |
| Print name:                           | Leslie Angel                                 | Date:  | 9-9-02 |   |
|                                  |                                         |   |
| Tenant’s signature:              | /s/ Narry Singh                              |   |
| Print name:                           | Narry Singh                                  | Date:  | SEPT 9, 2002 |   |
|                                  |                                         |   |
| Witness to Tenant’s Signature:   | /s/ Leslie Angel                             |   |
| Print name:                           | Leslie Angel                                 | Date:  | 9-9-02 |   |
|                                       |                                              |        |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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