1
EXHIBIT 10.1
STANDARD OFFICE LEASE #7183
THIS LEASE is made and entered into this 10TH day of JUNE, 1998, by and between
XXXXX AND XXXXX XXXX (hereinafter "Lessor") and XXXXXXX BANK OF COMMERCE, A
CALIFORNIA CORPORATION (hereinafter "Lessee").
For and in consideration of the rental and of the covenants and agreements
hereinafter set forth to be kept and performed by the Lessee, Lessor hereby
leases to Lessee and Lessee hereby leases from Lessor the Premises herein
described for the term, at the rental and subject to and upon all of the terms,
covenants and agreements hereinafter set forth.
1. PREMISES
1.1 DESCRIPTION. Lessor hereby leases to Lessee and Lessee hereby rents
from Lessor those certain Premises (hereinafter "Premises") crosshatched
on Exhibit A containing approximately 1,484 square feet (SQUARE FOOTAGE
INCLUDES A PROPORTIONATE SHARE OF THE COMMON AREA) on the FIRST floor of
that certain office building (hereinafter "Building") located in the
City of ROSEVILLE, County of PLACER, California, commonly known as,
CORPORATE COMMONS, and more particularly described as 0000 XXXXXXXXXXXX
XXXXX, XXXXX 000, XXXXXXXXX, XX 00000.
1.2 WORK OF IMPROVEMENT. The obligations of Lessor and Lessee to perform
the work and supply the necessary materials and labor to prepare the
Premises for occupancy are set forth in detail in Exhibit X. Xxxxxx and
Lessee shall expend all funds and do all acts required of them in
Exhibit B and shall have the work performed promptly and diligently in a
first class workmanlike manner.
2. TERM
2.1 TERM. The term of this Lease shall be for SIXTY (60) MONTHS
commencing SEPTEMBER 1, 1998 and ending on AUGUST 31, 2003 unless sooner
terminated pursuant to this Lease.
2.2 DELAY IN COMMENCEMENT. Lessee agrees that in the event of the
inability of Lessor for any reason to deliver possession of the Premises
to Lessee on the commencement date set forth in Section 2.1, Lessor
shall not be liable for any damage thereby nor shall such inability
affect the validity of this Lease or the obligations of Lessee
hereunder, but in such case Lessee shall not be obligated to pay rent or
other monetary sums until possession of the Premises is rendered to
Lessee, provided that if the delay in delivery of possession exceeds
sixty (60) days, then the expiration date of the term of the Lease shall
be extended by the period of time computed from the scheduled
commencement date to the date possession is tendered. In the event
Lessor shall not have delivered possession of the Premises within two
(2) months from the scheduled commencement date, then Lessee at its
option to be exercised within fifteen (15) days after the end of said
two (2) month period, may terminate this Lease and upon Lessor's return
of any monies previously deposited by Lessee, the parties shall have no
further rights or liabilities toward each other.
2.3 ACKNOWLEDGEMENT OF COMMENCEMENT DATE. In the event the commencement
date of the term of the Lease is other than as provided in Section 2.1,
then Lessor and Lessee shall execute a written acknowledgement of the
date of commencement and shall attach it to the Lease as Exhibit D.
2.4 EARLY POSSESSION. The Lessor shall permit Lessee to occupy the
Premises for one week prior to the commencement date of the term, such
occupancy shall be subject to all the provisions of this Lease except
for payment of rent. Said early possession shall not advance the
termination date hereinabove provided.
3. BASE RENT. Lessee shall pay to Lessor as base rent for the Premises in
advance on the first day of each calendar month of the term of this
Lease without deduction, offset, prior notice or demand, in lawful money
of the United States, the sum of (SEE "RENT SCHEDULE" ATTACHED) (subject
to additional rental as provided in paragraph 5). If the commencement
date is not the first day of a month, or if the Lease termination date
is not the last day of a month, a prorated monthly installment shall be
paid at the then current rate for the fractional month during which the
Lease commences and/or terminates. Concurrently with Lessee's execution
of this Lease, Lessee shall pay to Lessor the sum of TWO THOUSAND FIVE
HUNDRED TWENTY TWO AND 80/100THS DOLLARS ($2,522.80) as rent for the
month of SEPTEMBER 1998.
4. SECURITY DEPOSIT.
_________________ -1- _________________
Lessor's Initials Lessee's Initials
2
5. TAX AND BUILDING OPERATING COST INCREASES
5.1 DEFINITIONS. For purposes of this Section, the following terms are
herein defined:
(a) Base Year: 1999.
(b) Building Operating Costs: All costs and expenses of
ownership, operation and maintenance of the Building (excluding
depreciation on the Building, all amounts paid on loans of Lessor and
expenses capitalized for federal income tax purposes) including by way
of illustration but not limited to: real and personal property taxes and
assessments and any tax in addition to or in lieu thereof, other than
taxes covered by Section 5.4, whether assessed against Lessor or Lessee
or collected by Lessor or both; utilities; supplies; insurance; license,
permit and inspection fees; costs of services of independent contractors
(including property management fees); Owner's Association dues, if any;
cost of compensation (including employment taxes and fringe benefits) of
all persons who perform regular and recurring duties connected with
day-to-day operation, maintenance and repair of the Building, its
equipment and the adjacent walks, malls and landscaped areas, including
five (5) days a week janitorial (including vacuum service three (3) days
per week), scavenger, gardening, security, parking, operating engineer,
elevator, painting, plumbing, electrical, carpentry, heating,
ventilation, air conditioning, window washing, signing and advertising
(but excluding persons performing services not uniformly available to or
performed for substantially all Building Tenants), and rental expense or
a reasonable allowance for depreciation of personal property used in the
maintenance, operation and repair of the building. LESSEE WILL NOT HAVE
TO PAY ANY INCREASE IN REAL ESTATE TAXES DUE TO BUILDING SALE PRIOR TO
JULY 1, 2000.
(c) Net Rentable Area: The rentable area computed by measuring
to the window glass of outer building walls, to the Premises side of
public corridors and/or other permanent partitions and to the center of
partitions which separate the adjoining rentable areas with no deduction
for columns and projections necessary to the Building structure. On
multi-tenant floors, common corridors and toilets, air conditioning
rooms, fan rooms, janitorial closets, electrical and telephone closets
and any other areas within and exclusively serving that floor are
considered common area and for purposes of this Section shall be
allocated pro rata to the Tenants on the floor.
5.2 LESSEE'S SHARE. In the event the Building Operating Costs incurred
by Lessor during any calendar year following the Base Year shall exceed
Building Operating Costs incurred by Lessor during any calendar year
following the Base Year shall exceed Building Operating Costs incurred
by Lessor during the Base Year, Lessee shall pay to Lessor an amount
equal to FORTY FIVE percent (45%) (1,484/3,273) of such increase, which
share is computed on the basis of the ratio between Net Rentable Area in
the Premises and Net Rentable Area in the Building. Said costs shall be
calculated assuming the building is ninety (90) [sic] occupied.
5.3 PAYMENT. Within ninety (90) days after the end of each calendar year
following the Base Year, Lessor shall furnish Lessee a written statement
showing in reasonable detail Lessor's Building Operating Costs for the
preceding calendar year and the Base Year, and showing the amount, if
any, of any increase or decrease in the sums due from Lessee taking into
account prior increases paid by Lessee (if any).
Concurrent with the monthly rent payment next due following Lessee's
receipt of such statement, Lessee shall pay to Lessor (in the case of an
increase), or Lessor shall credit against the next rent due from Lessee
(in the case of a decrease), an amount equal to the sum of (1) the
difference between Building Operating Costs for the preceding calendar
year and the Base Year less increases paid by Lessee (if any); and (2)
one-twelfth (1/12th) of said increases for the current calendar year
multiplied by the number of rent payments (including the current one)
then elapsed in such calendar year. Thereafter the one twelfth (1/12th)
shall be paid monthly with the rent until the adjustment the following
year pursuant hereto. In no event shall the adjustment entitled Lessee
to receive the benefit of a reduction in Building Operating Costs below
the level of the initial Base Year during the term hereof.
5.4 NEW TAXES. In addition to rent and other charges to be paid by
Lessee hereunder, Lessee shall reimburse to Lessor, within thirty (30)
days of receipt of a demand therefor, any and all taxes payable by
Lessor (other than net income taxes) whether or not now customary or
within the contemplation of the parties hereto; (a) upon, allocable to,
or measured by the area of the Premises or on the rent payable
hereunder, including without limitation any gross income tax or excise
tax levied by the State, any political subdivision thereof, City or
Federal Government with respect to the receipt of such rent; or (b) upon
or with respect to the possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Lessee of the
Premises or any portion thereof; or (c) upon or measured by the value of
Lessee's personal property, equipment or fixtures located in the
Premises; or (d) upon this transaction or any document to which Lessee
is a party creating or transferring an interest or an estate in the
Premises. Lessee agrees to pay, before delinquency, any and all taxes
levied or assessed and which become payable during the term hereof upon
Lessee's equipment, furniture, fixtures and other personal property
located in the Premises. For the purpose of determining said amount,
figures supplied by the County Assessor as to the amount so assessed
shall be conclusive. Lessee shall
_________________ -2- _________________
Lessor's Initials Lessee's Initials
3
comply with the provisions of any law, ordinance or rule of the taxing
authorities that require Lessee to file a report of Lessee's property
located in the Premises.
6. USE.
6.1 USE. The Premises shall be used and occupied by Lessee for a Bank
and for general office purposes and for no other purpose without the
prior written consent of Lessor.
6.2 SUITABILITY. Lessee acknowledges that neither Lessor nor any agent
of Lessor has made any representation or warranty with respect to the
Premises or the Building or with respect to the suitability of either
for the conduct of Lessee's business, nor has Lessor agreed to undertake
any modification, alteration or improvement to the Premises except as
provided in this Lease. The taking of possession of the Premises by
Lessee shall conclusively establish that the Premises and the Building
were at such time in satisfactory condition unless within fifteen (15)
days after such date Lessee shall give Lessor written notice specifying
in reasonable detail the respects in which the Premises or the Building
were not in satisfactory condition.
6.3 USES PROHIBITED.
(a) Lessee shall not do or permit anything to be done in or
about the Premises nor bring or keep anything therein which will in any
way increase the existing rate or affect any fire or other insurance
upon the Building or any of its contents (unless Lessee shall pay any
increased premium as a result of such use or acts), or cause a
cancellation of any insurance policy covering said Building or any part
thereof or any of its contents, nor shall Lessee sell or permit to be
kept, used or sold in or about said Premises any articles which may be
prohibited by a standard form policy of fire insurance.
(b) Lessee shall not do or permit anything to be done in or
about the Premises which will in any way obstruct or interfere with the
rights of other Tenants or occupants of the Building or injure or annoy
them or use or allow the Premises to be used for any unlawful or
objectionable purpose, nor shall Lessee cause, maintain or permit any
nuisance in or about the Premises. Lessee shall not commit or suffer to
be committed any waste in or upon the Premises.
(c) Lessee shall not use the Premises or permit anything to be
done in or about the Premises which will in any way conflict with any
law, statute, ordinance or governmental rule or regulation or
requirement of duly constituted public authorities now in force or which
may hereafter be enacted or promulgated. Lessee shall at its sole cost
and expense promptly comply with all laws, statutes, ordinances and
governmental rules, regulations or requirements now in force or which
may hereafter be in force and with the requirements of any board of fire
underwriters or other similar body now or hereafter constituted relating
to or affecting the condition, use or occupancy of the Premises,
excluding structural changes not relating to or affecting the condition,
use or occupancy of the premises, or not related or afforded by Lessee's
improvements or acts. The judgment of any court of competent
jurisdiction or the admission of Lessee in any action against Lessee,
whether Lessor be a party thereto or not, that Lessee has violated any
law, statute, ordinance or governmental rule, regulation or requirement,
shall be conclusive of the fact as between Lessor and Lessee.
7. SERVICE AND UTILITIES
7.1 LESSOR'S OBLIGATIONS. Lessor agrees to furnish to the Premises
during reasonable hours of generally recognized business days, to be
determined by Lessor, and subject to the Rules and Regulations of the
Building, water, gas and electricity suitable for the intended use of
the Premises, heat and air conditioning required in Lessor's judgment
for the comfortable use and occupancy of the Premises, scavenger,
janitorial and interior and exterior window washing service, to include
removal of spider webs, and security customary in similar buildings in
the competing geographical areas. Lessor shall also maintain and keep
lighted the common stairs, entries and toilet rooms in the Building.
7.2 LESSEE'S OBLIGATION. Lessee shall pay for, prior to delinquency, all
telephone and all other materials and services, not expressly required
to be paid by Lessor, which may be furnished to or used in, on or about
the Premises during the term of this Lease.
7.3 LESSEE'S ADDITIONAL REQUIREMENTS.
(a) Lessee will not, without the written consent of Lessor, use
any apparatus or device in the Premises, including but without
limitation thereto, electronic data processing machines, punch card
machines and machines using current in excess of 110 volts, which will
in any way increase the amount of electricity or water usually furnished
or supplied for use of the Premises as general office space; nor connect
with electric current, except through existing electrical outlets in the
Premises, or water pipes, any apparatus or device, for the purposes of
using electric current or water.
(b) If Lessee shall require water or electric current in excess
of that usually furnished or supplied for use of the Premises as general
office space, Lessee shall first procure the consent of Lessor for the
use thereof, which consent Lessor may refuse and Lessor may cause a
water meter or electric current meter to be installed in the Premises,
so as to measure he [sic] amount of water and electric current consumed
for any such other use. The cost of such meters and of installation,
maintenance and repair thereof shall be paid for by Lessee and Lessee
agrees to pay Lessor promptly upon demand by Lessor for all such water
and electric current consumed as shown by said meters, at the rates
charged for such services by the City in which the Building is located
or the local public utility, as the case may be, furnishing the same,
plus any additional expense incurred in keeping account of the water and
electric current so consumed.
(c) Wherever heat generating machines or equipment are used in
the Premises which affect the temperature otherwise maintained by the
air conditioning system, Lessor reserves the right to install
supplementary air conditioning units in the Premises and the cost
thereof, including the cost of
_________________ -3- _________________
Lessor's Initials Lessee's Initials
4
installation, operation, and maintenance thereof, shall be paid by
Lessee to Lessor upon demand by Lessor.
7.4 NON-LIABILITY. Lessor shall not be liable for, and Lessee shall not
be entitled to, any abatement or reduction of rent by reason of Lessor's
failure to furnish any of the foregoing when such failure is caused by
accidents, breakage, repairs, strikes,lockouts or other labor
disturbances or labor disputes of any character, or by any other cause
similar or dissimilar, beyond the reasonable control of Lessor. Lessor
shall not be liable under any circumstances for loss of or injury to
property, however occurring, through or in connection with or incidental
to failure to furnish any of the foregoing.
8. MAINTENANCE AND REPAIRS; ALTERATIONS AND ADDITIONS
8.1 MAINTENANCE AND REPAIRS.
(a) Lessor's Obligations. Lessor shall maintain in good order,
condition and repair the Building and all other portions of the Premises
not the obligation of Lessee or any other tenant in the Building.
(b) Lessee's Obligations.
(i) Lessee at Lessee's sole cost and expense, except for
services furnished by Lessor pursuant to Section 7 hereof, shall
maintain the Premises in good order, condition and repair including the
interior surfaces of the ceilings, walls and floors, all doors, interior
windows, exterior windows at or below street level, all plumbing pipes,
electrical wiring, switches, fixtures and special items in excess of
building standard furnishings, and equipment installed by or at the
expense of Lessee. UNLESS DAMAGE IS CAUSED BY LESSEE, LESSOR SHALL BE
RESPONSIBLE FOR ROUGH PLUMBING AND EXTERIOR WINDOWS.
(ii) Upon the expiration or earlier termination of this
Lease, Lessee shall surrender the Premises in the same condition as
received, ordinary wear and tear and damage by fire, earthquake, act of
God or the elements alone excepted, and shall promptly remove or cause
to be removed at Lessee's expense from the Premises and the Building any
signs, notices and displays placed by Lessee.
(iii) Lessee agrees to repair any damage to the Premises
or the Building caused by or in connection with the removal of any
articles of personal property, business or trade fixtures, machinery,
equipment, cabinetwork, furniture, movable partition or permanent
improvements or additions, including without limitation thereto,
repairing the floor and patching and painting the walls where required
by Lessor to Lessor's reasonable satisfaction, all at Lessee's sole cost
and expense. Lessee shall indemnify the Lessor against any loss or
liability resulting from delay by Lessee in so surrendering the
Premises, including without limitation any claims made by any succeeding
tenant founded on such delay.
(iv) In the event Lessee fails to maintain the Premises in
good order, condition and repair, Lessor shall give Lessee notice to do
such acts as are reasonably required to so maintain the Premises. In the
event Lessee fails to promptly commence such work and diligently
prosecute it to completion, then Lessor shall have the right to do such
acts and expend such funds at the expense of Lessee as are reasonably
required to perform such work. Lessee shall have thirty (30) days
following the notice of completion and submission of an invoice to pay
the charge in questions. Any amount so expended by Lessor shall be paid
by Lessee promptly after demand with interest at ten percent (10%) per
annum from the date of invoice. Lessor shall have no liability to Lessee
for any damage, inconvenience or interference with the use of the
Premises by Lessee as a result of performing any such work.
(c) Compliance with Law. Lessor and Lessee shall each do all acts
required to comply with all applicable laws, ordinances, regulations and
rules of any public authority relating to their respective maintenance
obligations as set forth herein.
8.2 ALTERATIONS AND ADDITIONS.
(a) Lessee shall make no alterations, additions or improvements
to the Premises or any part thereof without obtaining the prior written
consent of Lessor.
(b) Lessor may impose as a condition to the aforesaid consent
such requirements as Lessor may deem necessary in its sole discretion,
including without limitation thereto, the manner in which the work is
done, a right of approval of the contractor by whom the work is to be
performed, the times during which is to be accomplished, and the
requirement that upon written request of Lessor prior to the expiration
or earlier termination of the Lease, Lessee will remove any and all
permanent improvements or additions to the Premises installed at
Lessee's expense and all movable partitions, counters, personal
property, equipment, fixtures and furniture.
(c) All such alterations, additions or improvements shall at the
expiration or earlier termination of the Lease become the property of
Lessor and remain upon and surrendered with the Premises, unless
specified pursuant to Section 8.2(b) above.
(d) All articles of personal property and all business and trade
fixtures, machinery and equipment, cabinetwork, furniture and movable
partitions owned by Lessee or installed by Lessee at its expense in the
Premises shall be and remain the property of Lessee and may be removed
by Lessee at any time during the Lease term when Lessee is not in
default hereunder.
9. ENTRY BY LESSOR. Lessor reserves and shall at any and all times have the
right to enter the Premises to inspect the same, to supply janitor
service and any other service to be provided by Lessor to Lessee
hereunder, to submit said Premises to prospective purchasers or Lessees,
to post notices of non-responsibility and "for lease" signs, and to
alter, improve or repair the Premises and any portion
_________________ -4- _________________
Lessor's Initials Lessee's Initials
5
of the Building without abatement of rent, and may for that purpose
erect scaffolding and other necessary structures where reasonably
required by the character of the work to be performed, always providing
the entrance to the Premises shall not be blocked thereby, and further
providing that the business of Lessee shall not be interfered with
unreasonably. Lessee hereby waives any claim for damages for any injury
or inconvenience to or interference with Lessee's business, any loss of
occupancy or quiet enjoyment of the Premises, and any other loss
occasioned thereby. For each of the aforesaid purposes, Lessor shall at
all times have and retain a key with which to unlock all of the doors
in, upon and about the Premises, excluding Lessee's vaults and safes,
and Lessor shall have the right to use any and all means which Lessor
may deem proper to open said doors in an emergency, in order to obtain
entry to the Premises and any entry to the Premises obtained by Lessor
by any of said means, or otherwise, shall not under any circumstances be
construed or deemed to be a forcible or unlawful entry into, or a
detainer of, the Premises, or an eviction of Lessee from the Premises or
any portion thereof. Any entry of Premises by Lessor shall be without
liability to Lessee except for any failure to exercise due care for
Lessee's property.
10. LIENS. Lessee shall keep the Premises and any building of which the
Premises are a part free from any liens arising out of work performed,
materials furnished, or obligations incurred by Lessee and shall
indemnify, hold harmless and defend Lessor from any liens and
encumbrances arising out of any work performed or materials furnished by
or at the direction of Lessee. In the event that Lessee shall not,
within twenty (20) days following the imposition of any such lien, cause
such lien to be released of record by payment or posting of a proper
bond. Lessor shall have, in addition to all other remedies provided
herein and by law, the right, but no obligation, to cause the same to be
released by such means as it shall deem proper, including payment of the
claim giving rise to such lien. All such sums paid by Lessor and all
expenses incurred by it in connection therewith including attorney's
fees and costs shall be payable to Lessor by Lessee on demand with
interest at the rate of ten percent (10%) per annum. Lessor shall have
the right at all times to post and keep posted on the Premises any
notices permitted or required by law or which Lessor shall deem proper,
for the protection of Lessor and the Premises, and any other party
having an interest therein, from mechanics' and materialmen's liens, and
Lessee shall give to Lessor at least ten (10) business days prior
written notice of the expected date of commencement of any work relating
to alterations or additions to the Premises.
11. INDEMNITY.
11.1 INDEMNITY. Lessee shall indemnify and hold Lessor harmless from and
defend Lessor against any and all claims of liability for any injury or
damage to any person or property whatsoever; (1) occurring in, on or
about the Premises or any part thereof; and (2) occurring in, on or
about any facilities (including, without prejudice to the generality of
the term "facilities," elevators, stairways, passageways, hallways, and
parking areas), the use of which Lessee may have in conjunction with
other tenants of the Building, when such injury or damage is caused in
part or in whole by the act, neglect, fault or omission of any duty with
respect to the same by Lessee, its agents, contractors, employees or
invitees. Lessee shall further indemnify and hold Lessor harmless from
and against any and all claims arising from any breach or default in the
performance of any obligation on Lessee's part to be performed under the
terms of this Lease, or arising from any act or negligence of Lessee, or
any of its agents, contractors, employees and from and against all
costs, attorney's fees, expenses and liabilities incurred in the defense
of any such claim or any action or proceeding brought thereon. In case
any action or proceeding be brought against Lessor by reason of any such
claim, Lessee, upon notice from Lessor, shall defend the same at
Lessee's expense by counsel reasonably satisfactory to Lessor, provided,
however, that Lessee shall not be liable for damage or injury occasioned
by the negligence or intentional acts of Lessor and its designated
agents or employees unless covered by insurance Lessee is required to
provide.
Lessee, as a material part of the consideration to Lessor, hereby
assumes all risk of damage to property or injury to persons in, upon or
about the Premises from any cause and Lessee hereby waives all claims in
respect thereof against Lessor, unless damage to property or injury to
persons occasioned by the negligence or intentional acts of Lessor and
its designated agents or employees or invitees.
11.2 EXEMPTION OF LESSOR FROM LIABILITY. Lessor shall not be liable for
injury or damage which may be sustained by the person, goods, wares,
merchandise or property of Lessee, its employees, invitees or customers,
or any other person in or about the Premises caused by or resulting from
fire, steam, electricity, gas, water or rain, which may leak or flow
from or into any part of the Premises, or from the breakage, leakage,
obstruction or other defects of the pipes, sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures of the same,
whether the damage or injury results from conditions arising upon the
Premises or upon other portions of the Building of which the Premises
are a part, or from other sources. Lessor shall not be liable for any
damages arising from any act or neglect of any other tenant of the
Building, unless damage to property or injury to persons occasioned by
the negligence or intentional acts of Lessor and its designated agents
or employees or invitees. NOTWITHSTANDING THE ABOVE, THE LESSOR SHALL BE
RESPONSIBLE FOR THE REPAIR OF, AND THE DAMAGE TO THE PREMISES OR
LESSEE'S CONTENTS CAUSED BY THE DEFECTS IN THE ROOF, EXTERIOR WALLS AND
WINDOWS, ROOF AND HVAC DRAINAGE SYSTEMS.
12. INSURANCE
12.1 COVERAGE. Lessee shall, at all times during the term of this Lease,
and at its own cost and expense procure and continue in force the
following insurance coverage:
_________________ -5- _________________
Lessor's Initials Lessee's Initials
6
(a) Bodily Injury and Property Damage Liability insurance with a
combined single limit for bodily injury and property damage of not less
than $1,000,000.
(b) Fire and Extended Coverage Insurance, including vandalism and
malicious mischief coverage, in an amount equal to the full replacement
value of all fixtures, furniture and improvements.
12.2 INSURANCE POLICIES. The aforementioned minimum limits of policies
shall in no event limit the liability of Lessee hereunder. The aforesaid
insurance shall name Lessor as an additional insured. Said insurance
shall be with companies having a rating of not less than AAA in "Best's
Insurance Guide." Lessee shall furnish from the insurance companies or
cause the insurance companies to furnish certificates of coverage. No
such policy shall be cancelable or subject to reduction of coverage or
other modification or cancellation except after thirty (30) days prior
written notice to Lessor by the insurer. All such policies shall be
written as primary policies, not contributing with and not in excess of
the coverage which Lessor may carry. Lessee shall, at least twenty (20)
days prior to the expiration of such policies, furnish Lessor with
renewals or binders. Lessee agrees that if Lessee does not take out and
maintain such insurance, Lessor may (but shall not be required to)
procure said insurance on Lessee's behalf and charge Lessee the premiums
together with a twenty-five percent (25%) handling charge, payable upon
demand. Lessee shall have the right to provide such insurance coverage
pursuant to blanket policies obtained by Lessee provided such blanket
policies expressly afford coverage to the Premises and to Lessee as
required by this Lease.
12.3 WAIVER OF SUBROGATION. Lessor and Lessee each hereby waive any and
all rights of recovery against the other or against the officers,
employees, agents and representatives of the other, on account of loss
or damage occasioned to such waiving party or its property or the
property of others under its control to the extent that such loss or
damage is insured against under any fire and extended coverage insurance
policy which either may have in force at the time of such loss or
damage. Lessee shall, upon obtaining the policies of insurance required
under this Lease, give notice to the insurance carrier or carriers that
the foregoing mutual waiver of subrogation is contained in this Lease.
13. DAMAGE OR DESTRUCTION
13.1 PARTIAL DAMAGE - INSURED. In the event the Premises or the Building
are damaged by any casualty which is covered under fire and extended
coverage insurance carried by Lessor, then Lessor shall restore such
damage provided insurance proceeds are available to pay eighty percent
(80%) or more of the cost of restoration and provided such restoration
can be completed within sixty (60) days after the commencement of the
work in the opinion of a registered architect or engineer appointed by
Lessor. In such event this Lease shall continue in full force and
effect, except that Lessee shall be entitled to proportionate reduction
of rent while such restoration takes place, such proportionate reduction
to be based upon the extent to which the restoration efforts interfere
with Lessee's business in the Premises.
13.2 PARTIAL DAMAGE - UNINSURED. In the event the Premises or the
Building are damaged by a risk not covered by Lessor's insurance or the
proceeds of available insurance are less than eighty percent (80%) of
the cost of restoration, or if the restoration cannot be completed
within sixty (60) days after the commencement of work in the opinion of
the registered architect or engineer appointed by Lessor, then Lessor
shall have the option either to (1) repair or restore such damage, this
Lease continuing in full force and effect, but the rent to be
proportionately abated as hereinabove provided, or (2) give notice to
Lessee at any time within thirty (30) days after such damage terminating
this Lease as of a date to be specified in such notice, which date shall
be not less than thirty (30) nor more than sixty (60) days after giving
such notice. In the event of the giving of such notice, this Lease shall
expire and all interest of Lessee in the Premises shall terminate on
such date so specified in such notice and the rent, reduced by any
proportionate reduction based upon the extent, if any, to which said
damage interfered with the use and occupancy of Lessee, shall be paid to
the date of such termination; Lessor agrees to refund to the Lessee any
rent theretofore paid in advance for any period of time subsequent to
such date.
13.3 TOTAL DESTRUCTION. In the event the Premises are totally destroyed
or the Premises cannot be restored as required herein under applicable
laws and regulations, notwithstanding the availability of insurance
proceeds, this Lease shall be terminated effective the date of the
damage.
13.4 DAMAGE NEAR END OF THE TERM. Notwithstanding anything to the
contrary contained in Section 13, Lessor shall not have any obligation
whatsoever to repair, reconstruct or restore the Premises when the
damage resulting from any casualty covered under this Section 13 occurs
during the last twelve (12) months of the term of this Lease or any
extension thereof.
13.5 LESSOR'S OBLIGATIONS. The Lessor shall not be required to repair
any injury or damage by fire or other cause, or to make any restoration
or replacement of any panelings, decorations, partitions, railings,
floor covering, office fixtures or any other improvements or property
installed in the Premises by Lessee or at the direct or indirect expense
of Lessee. Lessee shall be required to restore or replace same in the
event of damage. Except for abatement of rent, if any, Lessee shall have
no claim against Lessor for any damage suffered by reason of any such
damage, destruction, repair or restoration.
14. CONDEMNATION. If all or any part of the Premises shall be taken or
appropriated for public or quasi-public use by right of eminent domain
with or without litigation or transferred by agreement in connection
with such public or quasi-public use, either party hereto shall have the
right at its option exercisable within thirty (30) days of receipt of
notice of such taking to terminate this Lease as of the date possession
is taken by the condemning authority, provided, however, that before
Lessee may terminate this Lease by reason of taking or appropriation as
provided hereinabove, such taking or
_________________ -6- _________________
Lessor's Initials Lessee's Initials
7
appropriation shall be of such an extent and nature as to substantially
handicap, impede or impair Lessee's use of the Premises. If any part of
the Building other than the Premises shall be so taken or appropriated,
Lessor shall have the right at its option to terminate this Lease. No
award for any partial or entire taking shall be apportioned, and Lessee
hereby assigns to Lessor any award which may be made in such taking or
condemnation, together with any and all rights of Lessee now or
hereafter arising in or to the same or any part thereof; provided,
however, that nothing contained herein shall be deemed to give Lessor
any interest in or to require Lessee to assign to Lessor any award made
to Lessee for the taking of personal property and fixtures belonging to
Lessee and/or for the interruption of or damage to Lessee's business
and/or for Lessee's unamortized cost of leasehold improvements. In the
event of a partial taking which does not result in a termination of this
Lease, rent shall be abated in the proportion which the part of the
premises so made unusable bears to the rented area of the Premises
immediately prior to the taking. No temporary taking of the Premises
and/or of Lessee's rights therein or under this Lease shall terminate
this Lease or give Lessee any right to any abatement of rent thereunder;
any award made to Lessee by reason of any such temporary taking shall
belong entirely to Lessee and Lessor shall not be entitled to share
therein.
15. ASSIGNMENT AND SUBLETTING
15.1 LESSOR'S CONSENT REQUIRED. Lessee shall not assign, transfer,
mortgage, pledge, hypothecate or encumber this Lease or any interest
therein, and shall not sublet the Premises or any part thereof, without
the prior written consent of Lessor and any attempt to do so without
such consent being first had and obtained shall be wholly void and shall
constitute a breach of this Lease.
15.2 REASONABLE CONSENT. If Lessee complies with the following
conditions, Lessor shall not unreasonably withhold its consent to the
subletting of the Premises or any portion thereof or the assignment of
this Lease, Lessee shall submit in writing to Lessor (a) the name and
legal composition of the proposed subLessee or assignee; (b) the nature
of the business proposed to be carried on in the Premises; (c) the terms
and provisions of the proposed sublease; (d) such reasonable financial
information as Lessor may request concerning the proposed subLessee or
assignee.
15.3 NO RELEASE OF LESSEE. No consent by Lessor to any assignment or
subletting by Lessee shall relieve Lessee of any obligation to be
performed by Lessee under this Lease, whether occurring before or after
such consent, assignment or subletting. The consent by Lessor to any
assignment or subletting shall not relieve Lessee from the obligation to
obtain Lessor's express written consent to any other assignment or
subletting. The acceptance of rent by Lessor from any other person shall
not be deemed to be a waiver by Lessor of any provision of this Lease or
to be a consent to any assignment, subletting or other transfer. Consent
to one assignment, subletting or other transfer shall not be deemed to
constitute consent to any subsequent assignment, subletting or other
transfer.
15.4 ATTORNEY'S FEES. In the event Lessor shall consent to a sublease or
assignment under this Section 15, Lessee shall pay Lessor's actual cost
of reasonable attorney's fees not to exceed $500 incurred in connection
with giving such consent.
16. SUBORDINATION
16.1 SUBORDINATION. This Lease at Lessor's option shall be subject and
subordinate to all ground or underlying leases which now exist or may
hereafter be executed affecting the Premises or the land upon which the
Premises are situated or both, and to the lien of any mortgages or deeds
of trust in any amount or amounts whatsoever now or hereafter placed on
or against the land or improvements or either thereof, of which the
Premises are a part, or on or against Lessor's interest or estate
therein, or on or against any ground or underlying lease without the
necessity of the execution and delivery of any further instruments on
the part of Lessee to effectuate such subordination. If any mortgagee,
trustee or ground Lessor shall elect to have this Lease prior to the
lien of its mortgage, deed of trust or ground lease, and shall give
written notice thereof to Lessee, this Lease shall be deemed prior to
such mortgage, deed of trust or ground lease, whether this Lease is
dated prior or subsequent to the date of said mortgage, deed of trust,
or ground lease or the date of the recording thereof.
16.2 SUBORDINATION AGREEMENTS. Lessee covenants and agrees to execute
and deliver upon demand without charge therefore, such further
instruments evidencing such subordination of this Lease to such ground
or underlying leases and to the lien of any such mortgages or deeds of
trust as may be required by Lessor. Lessee hereby appoints Lessor as
Lessee's attorney-in-fact, irrevocably, to execute and deliver any such
agreements, instruments, releases or other documents.
16.3 QUIET ENJOYMENT. Lessor covenants and agrees with Lessee that upon
Lessee paying rent and other monetary sums due under the Lease,
performing its covenants and conditions under the Lease and upon
recognizing Lessor's successor as Lessor pursuant hereto, Lessee shall
and may peaceably and quietly have, hold and enjoy the Premises for the
term, subject, however, to the terms of the Lease and of any of the
aforesaid ground leases, mortgages or deeds of trust described above.
16.4 ATTORNMENT. In the event any proceedings are brought for default
under ground or any underlying lease or in the event of foreclosure or
the exercise of the power of sale under any mortgage or deed of trust
made by the Lessor covering the Premises, the Lessee shall attorn to the
purchaser upon any such foreclosure or sale and recognize such purchaser
as the Lessor under this Lease, provided said purchaser expressly agrees
in writing to be bound by the terms of the Lease.
17. DEFAULTS; REMEDIES
17.1 DEFAULT. The occurrence of any of the following shall constitute a
material default and breach of this Lease by Lessee:
_________________ -7- _________________
Lessor's Initials Lessee's Initials
8
(a) Any failure by Lessee to pay the rent or any other monetary
sums required to be paid hereunder (where such failure continues for
five (5) days after written notice by Lessor to Lessee);
(b) The abandonment or vacation of the Premises by Lessee;
(c) A failure by Lessee to observe and perform any other
provision of this Lease to be observed or performed by Lessee, where
such failure continues for twenty (20) days after written notice thereof
by Lessor to Lessee; provided, however, that if the nature of the
default is such that the same cannot reasonably be cured within said
twenty (20) day period, Lessee shall not be deemed to be in default if
Lessee shall within such period commence such cure and thereafter
diligently prosecute the same to completion;
(d) The making by Lessee of any general assignment or general
arrangement for the benefit of creditors; the filing by or against
Lessee of a petition to have Lessee adjudged a bankrupt or of a petition
for reorganization or arrangement under any law relating to bankruptcy
unless, in the case of a petition filed against Lessee, the same is
dismissed within sixty (60) days, the appointment of a trustee or
receiver to take possession of substantially all of Lessee's assets
located at the Premises or of Lessee's interest in this Lease, where
possession is not restored to Lessee within thirty (30) days; or the
attachment, execution or other judicial seizure of substantially all of
Lessee's assets located at the Premises or of Lessee's interest in this
Lease, where such seizure is not discharged within thirty (30) days.
17.2 REMEDIES. In the event of any such material default or breach by
Lessee, Lessor may, at any time thereafter without limiting Lessor in
the exercise of any right or remedy at law or in equity which Lessor may
have by reasons of such default or breach;
(a) Maintain this Lease in full force and effect and recover the
rent and other monetary charges as they become due, without terminating
Lessee's right to possession irrespective of whether Lessee shall have
abandoned the Premises. In the event Lessor elects not to terminate the
Lease, Lessor shall have the right to attempt to re-let the Premises at
such rent and upon such conditions and for such a term, and to do all
acts necessary to maintain or preserve the Premises as Lessor deems
reasonable and necessary without being deemed to have elected to
terminate the Lease, including removal of all persons and property from
the Premises; such property may be removed and stored in a public
warehouse or elsewhere at the cost of and for the account of Lessee. In
the event any such re-letting occurs, this Lease shall terminate
automatically upon the new Lessee taking possession of the Premises.
Notwithstanding that Lessor fails to elect to terminate the Lease
initially, Lessor at any time during the term of this Lease may elect to
terminate this Lease by virtue of such previous default of Lessee.
(b) Terminate Lessee's right to possession by any lawful means,
in which case this Lease shall terminate and Lessee shall immediately
surrender possession of the Premises to Lessor. In such event Lessor
shall be entitled to recover from Lessee all damages incurred by Lessor
by reason of Lessee's default, including without limitation thereto, the
following: (i) the worth at the time of award of any unpaid rent which
has been earned at the time of such termination; plus (ii) the worth at
the time of award of the amount by which the unpaid rent which would
have been earned after termination until the time of award exceeds the
amount of such rental loss that is proved could have been reasonably
avoided; plus (iii) the worth at the time of award of the amount by
which the unpaid rent for the balance of the term after the time of
award exceeds the amount of such rental loss that is proved could be
reasonably avoided; plus (iv) any other amount necessary to compensate
Lessor for all the detriment proximately caused by Lessee's failure to
perform his obligations under this Lease or which in the ordinary course
of events would be likely to result therefrom; plus (v) at Lessor's
election, such other amounts in addition to or in lieu of the foregoing
as may be permitted from time to time by applicable State law. Upon any
such re-entry Lessor shall have the right to make any reasonable
repairs, alterations or modifications to the Premises, which Lessor in
its sole discretion deems reasonable and necessary. As used in (i)
above, the "worth at the time of award" is computed by allowing interest
at the rate of ten percent (10%) per annum from the date of default. As
used in (ii) and (iii) the "worth at the time of award" is computed by
discounting such amount at the discount rate of the U.S. Federal Reserve
Bank at the time of award plus one percent (1%). The term "rent," as
used in this Section 17, shall be deemed to be and to mean the rent to
be paid pursuant to Section 3 and all other monetary sums required to be
paid by Lessee pursuant to the terms of this Lease. RELATING TO THE
ABOVE, LESSEE'S SOLE LIABILITY SHALL BE ALL UNPAID RENT, COMMON AREA
EXPENSES, REPAIR AND CLEAN-UP, ATTORNEYS FEES, AND 75% OF THE
UN-AMORTIZED LEASE COMMISSIONS (ON A STRAIGHT LINE BASIS) FOR LEASE
TERMINATION.
17.3 LATE CHARGES. Lessee hereby acknowledges that late payment by
Lessee to Lessor of rent and other sums due hereunder will cause Lessor
to incur costs not contemplated by this Lease, the exact amount of which
will be extremely difficult to ascertain. Such costs include, but are
not limited to, processing and accounting charges, and late charges
which may be imposed on Lessor by the terms of any mortgage or trust
deed covering the Premises. Accordingly, if any installment of rent or
any other sum due from Lessee shall not be received by Lessor or
Lessor's designee within ten (10) days after such amount shall be due,
Lessee shall pay to Lessor a late charge equal to ten percent (10%) of
such overdue amount. The parties hereby agree that such late charge
represents a fair and reasonable estimate of the costs Lessor will incur
by reason of late payment by Lessee. Acceptance of such late charge by
Lessor shall in no event constitute a waiver of Lessee's default with
respect to such overdue amount nor prevent Lessor from exercising any of
the other rights and remedies granted hereunder.
_________________ -8- _________________
Lessor's Initials Lessee's Initials
9
17.4 DEFAULT BY LESSOR. Lessor shall not be in default unless Lessor
fails to perform obligations required of Lessor within a reasonable
time, but in no event later than thirty (30) days after written notice
by Lessee to Lessor and to the holder of any first mortgage or deed of
trust covering the Premises whose name and address shall have
theretofore been furnished to Lessee in writing, specifying wherein
Lessor has failed to perform such obligations, provided, however, that
is the nature of Lessor's obligation is such that more than thirty (30)
days are required for performance, then Lessor shall not be in default
if Lessor commences performance within such thirty-day period and
thereafter diligently prosecutes the same to completion.
18. MISCELLANEOUS
18.1 ESTOPPEL CERTIFICATE.
(a) Lessee shall at any time upon not less than ten (10) day's
prior written notice from Lessor execute, acknowledge and deliver to
Lessor a statement in writing (i) certifying that this Lease is
unmodified and in full force and effect (or, if modified, stating the
nature of such modification and certifying that this Lease, as so
modified, is in full force and effect) and the date to which the rent
and other charges are paid in advance, if any, and (ii) acknowledging
that there are not, to Lessee's knowledge, any uncured defaults on the
part of Lessor hereunder, or specifying such defaults if any are
claimed. Any such statement may be conclusively relied upon by any
prospective purchaser or encumbrancer of the Premises.
(b) Lessee's failure to deliver such statement within time shall
be conclusive upon Lessee(i) that this Lease is in full force and
effect, without modification except as may be represented by Lessor,
(ii) that there are no uncured defaults in Lessor's performance and
(iii) that not more that one month's rent has been paid in advance.
(c) If Lessor desires to finance or refinance the Building, or
any part thereof, Lessee hereby agrees to deliver to any lender
designated by Lessor such financial statements as may be reasonably
required by such lender. Such statements shall include the past three
years' financial statements of Lessee. All such financial statements
shall be received by Lessor in confidence and shall be used only for the
purposes herein set forth.
18.2 TRANSFER OF LESSOR'S INTEREST. In the event of a sale or conveyance
by Lessor of Lessee's interest in the Premises or the Building other
than a transfer for security purposes only, Lessor shall be relieved
from and after the date specified in any such notice of transfer of all
obligations and liabilities accruing thereafter on the part of Lessor,
provided that any funds in the hands of the Lessor at the time of
transfer in which Lessee has an interest, shall be delivered to the
successor of Lessor. This Lease shall not be affected by any such sale
and Lessee agrees to attorn to the purchaser or assignee provided all
Lessor's obligations hereunder are assumed in writing by the transferee.
18.3 CAPTIONS; ATTACHMENTS; DEFINED TERMS. (a) The captions of the
paragraphs of this Lease are for convenience only and shall not be
deemed to be relevant in resolving any question of interpretation or
construction of any section of this Lease. (b) Exhibits attached hereto,
and addendums and schedules initiated by the parties, are deemed by
attachment to constitute part of this Lease and are incorporated herein.
(c) The words "Lessor" and "Lessee," as used herein, shall include the
plural as well as the singular. Words used in neuter gender include the
masculine and feminine and words in the masculine or feminine gender
include the neuter. If there be more than one Lessor or Lessee, the
obligations hereunder imposed upon Lessor or Lessee shall be joint and
several; as to a Lessee which consists of husband and wife, the
obligations shall extend individually to the sole and separate property
as well as community property. The term "Lessor" shall mean only the
owner or owners at the time in question of the fee title or a tenant's
interest in a ground lease of the land underlying the Building. The
obligations contained in this Lease to be performed by Lessor shall be
binding on Lessor's successor's and assigns only during their respective
periods of ownership.
18.4 ENTIRE AGREEMENT. This instrument along with any exhibits and
attachments hereto constitutes the entire agreement between Lessor and
Lessee relative to the Premises and this Agreement and the exhibits and
attachments may be altered, amended or revoked only by an instrument in
writing signed by both Lessor and Lessee. Lessor and Lessee agree hereby
that all prior or contemporaneous oral agreements between and among
themselves and their agents or representatives relative to the leasing
of the premises are written in or revoked by this Agreement.
18.5 SEVERABILITY. If any term or provision of this Lease shall, to any
extent, be determined by a court of competent jurisdiction to be invalid
or unenforceable, the remainder of this Lease shall not be affected
thereby, and each term and provision of this Lease shall be valid and be
enforceable to the fullest extent permitted by law.
18.6 COSTS OF SUIT.
(a) If Lessee or Lessor shall bring any action for any relief
against the other, declaratory or otherwise, arising out of this Lease,
including any suit by Lessor for the recovery of rent or possession of
the Premises, the losing party shall pay the successful party a
reasonable sum for attorney's fees which shall be deemed to have accrued
on the commencement of such action and shall be paid whether or not such
action is prosecuted to judgement.
(b) Should Lessor, without fault on Lessor's part, be made a
party to any litigation instituted by Lessee or by any third party
against Lessee, or by or against any person holding under or using the
Premises by license of Lessee, or for the foreclosure of any lien for
labor or material furnished to or for Lessee or any such other person or
otherwise arising out of or resulting from any
_________________ -9- _________________
Lessor's Initials Lessee's Initials
10
act or transaction of Lessee or of any such other person, Lessee
covenants to save and hold Lessor harmless from any judgement rendered
against Lessor or the Premises, or any part thereof, and all costs and
expenses, including reasonable attorneys' fees, incurred by Lessor in or
in connection with such litigation.
(c) If Lessee or Lessor or their successors as assigns shall
bring an action against Broker or make Broker a party to litigation
arising out of this Lease, Broker shall be entitled to recover
reasonable attorney's fees and court costs from either Lessor or Lessee
if Broker is adjudged by a court of competent jurisdiction to be without
fault in such matter.
18.7 TIME; JOINT AND SEVERAL LIABILITY. Time is of the essence of this
Lease and each and every provision hereof, except as to the conditions
relating to the delivery of possession of the Premises to Lessee. All
the terms, covenants and conditions contained in this Lease to be
performed by either party, if such party shall consist of more than one
person or organization, shall be deemed to be joint and several, and all
rights and remedies of the parties shall be cumulative and nonexclusive
of any other remedy at law or in equity.
18.8 BINDING EFFECT; CHOICE OF LAW. The parties hereto agree that all
provisions hereof are to be construed as both covenants and conditions
as though the words importing such covenants and conditions were used in
each separate paragraph hereof. Subject to any provisions hereof
restricting assignment or subletting by Lessee and subject to Section
15, all of the provisions hereof shall bind and inure tho the benefit of
the parties hereto and their respective heirs, legal representatives,
successors and assigns. This Lease shall be governed by the laws of the
State of California.
18.9 WAIVER. No covenant, term or condition or the breach thereof shall
be deemed waived, except by written consent of the party against whom
the waiver is claimed, and any waiver to the breach of any covenant,
term or condition shall not be deemed to be a waiver of any preceding or
succeeding breach of the same of any other covenant, term or condition.
Acceptance by Lessor of any performance by Lessee after the time the
same shall have become due shall not constitute a waiver by Lessor of
the breach or default of any covenant, term or condition unless
otherwise expressly agreed to by Lessor in writing.
18.10 SURRENDER OF PREMISES. The voluntary or other surrender of this
Lease by Lessee, or a mutual cancellation thereof, shall not work a
merger, and shall, at the option of the Lessor, terminate all or any
existing subleases or subtenancies, or may, at the option of the Lessor,
operate as an assignment to it of any or all such subleases or
subtenancies.
18.11 HOLDING OVER. If Lessee remains in possession of all or any part
of the Premises after the expiration of the term hereof, with or without
the express or implied consent of Lessor, such tenancy shall be from
month to month only, and not a renewal hereof or an extension for any
further term, and in such case, rent and other monetary sums due
hereunder shall be payable in the amount and at the time specified in
this Lease and such month to month tenancy shall be subject to every
other term, covenant and agreement contained herein.
18.12 SIGNS.
(a) Lessee shall not place or permit to be placed in or upon the
Premises, where visible from outside the Premises, or outside the
Premises or any part of the Building any signs, notices, drapes,
shutters, blinds or displays of any type without the prior written
consent of Lessor.
(b) Lessor reserves the right in Lessor's sole discretion to
place and locate on the roof, exterior of the Building, and in any area
of the Building not leased to Lessee such signs, notices, displays and
similar items as Lessor deems appropriate in the proper operation of the
Building.
18.13 REASONABLE CONSENT. Except as limited elsewhere in this Lease,
wherever in this Lease Lessor or Lessee is required to give its consent
or approval to any action on the part of the other, such consent or
approval shall not be unreasonably withheld. In the event of failure to
give any such consent, the other party shall be entitled to specific
performance at law and shall have such other remedies as are reserved to
it under this Lease, but in no event shall Lessor or Lessee be
responsible in monetary damages for failure to give consent unless said
consent is withheld maliciously or in bad faith.
18.14 INTEREST ON PAST DUE OBLIGATIONS. Except as expressly provided,
any amount due to Lessor not paid when due shall bear interest at ten
percent (10%) per annum from the due date. Payment of such interest
shall not excuse or cure any default by Lessee under this Lease.
18.15 RULES AND REGULATIONS; PARKING.
(a) Lessee and Lessee's agents, servants, employees, visitors
and licensees shall observe and comply fully and faithfully with all
reasonable and non-discriminatory rules and regulations adopted by
Lessor for the care, protection, cleanliness and operation of the
Building and its tenants including those annexed to this Lease as
Exhibit C and any modification or addition thereto adopted by Lessor,
provided Lessor shall give written notice thereof to Lessee. Lessor
shall not be responsible to Lessee for the non-performance by any other
tenant or occupant of the Building of any said rules and regulations.
(b) Lessee shall have approximately six (6) parking stalls
available on a non-reserved basis during the term of this Lease. 18.16
NOTICES. All Notices or demands of any kind required or desired to be
given by Lessor or Lessee hereunder shall be in writing and shall be
deemed delivered forty-eight (48) hours after depositing the notice or
demand in the United States mail, certified or registered, postage
prepaid, addressed to the Lessor or Lessee respectively at the address
set forth after their signatures at the end of this Lease.
_________________ -10- _________________
Lessor's Initials Lessee's Initials
11
18.17 CORPORATE AUTHORITY. If Lessee is a corporation, each individual
executing this Lease on behalf of said corporation represents and
warrants that he is duly authorized to execute and deliver this Lease on
behalf of said corporation in accordance with the duly adopted
resolution of the Board of Directors of said corporation or in
accordance with the By-laws of said corporation, and that this Lease is
binding upon said corporation in accordance with its terms. If Lessee is
a corporation Lessee shall, within thirty (30) days after execution of
this Lease, deliver to Lessor a certified copy of a resolution of the
Board of Directors of said corporation authorizing or ratifying the
execution of this Lease.
18.18 RECORDATION. Neither Lessor nor Lessee shall record this Lease or
a short form memorandum hereof without the prior written consent of the
other party.
18.19 INABILITY TO PERFORM. This Lease and the obligations of the Lessee
hereunder shall not be affected or impaired because the Lessor is unable
to fulfill any of its obligations hereunder or is delayed in doing so,
if such inability or delay is caused by reason of strike, labor
troubles, acts of God, or any other cause beyond the reasonable control
of the Lessor.
18.20 AMERICANS WITH DISABILITIES ACT. Any other provision of this Lease
notwithstanding, the parties hereby agree that the demised premises may
be subject to the terms and conditions of the Americans with
Disabilities Act of 1990 (hereinafter the "ADA"). The parties further
agree and acknowledge that is shall be the sole responsibility of the
Lessee to comply with any and all provisions of the ADA, as such
compliance may be required to operate the demised premises. The Lessee
further agrees to indemnify and hold the Lessor harmless against any
claims that may arise out of Lessee's failure to comply with the ADA.
Such indemnification shall include, but not necessarily be limited to
reasonable attorney's fees, court costs and judgements as a result of
said claims. Landlord shall deliver the premises and building in
substantial compliance with current ADA standards.
19. ADDITIONAL PARAGRAPHS 20 through 22 are attached hereto and made a part
of the Lease.
In Witness Whereof, Lessor and Lessee have executed this Lease the date and year
first above written.
LESSOR: LESSEE:
XXXXX AND XXXXX XXXX XXXXXXX BANK OF COMMERCE,
A CALIFORNIA CORPORATION
By: /s/ XXXXX XXXX 7/20/98 By: /s/ XXXX XXXXXX 6-25-98
-------------------------------- ------------------------------
Xxxxx Xxxx Date Xxxx Xxxxxx Date
President
By: /s/ XXXXX XXXX 7/20/98
--------------------------------
Xxxxx Xxxx Date
Address: Address:
0000 Xxxxxx Xxxxx Redding Bank of Commerce
Xxxxx, XX 00000 0000 Xxxxxxxxxxxx Xxxxx, Xxxxx 000
(000) 000-0000 Xxxxxxxxx, XX 00000
_________________ -11- _________________
Lessor's Initials Lessee's Initials
12
ADDENDUM TO THAT CERTAIN LEASE DATED JUNE 10, 1998
BY AND BETWEEN
XXXXX AND XXXXX XXXX, "LESSOR"
AND
REDDING BANK OF COMMERCE
A CALIFORNIA CORPORATION, "LESSEE"
20. RENT SCHEDULE:
TERM: MONTHLY RENT:
9/1/98 to 8/31/99 Two Thousand Five Hundred Twenty Two
and 80/100ths Dollars ($2,522.80).
9/1/99 to 8/31/00 Two Thousand Five Hundred Ninety
Seven and no/100ths Dollars ($2,597.00).
9/1/00 to 8/31/01 Two Thousand Six Hundred Seventy One
and 20/100ths Dollars ($2,671.20).
9/1/01 to 8/31/02 Two Thousand Seven Hundred Forty Five
and 40/100ths Dollars ($2,745.40).
9/1/02 to 8/31/03 Two Thousand Eight Hundred Nineteen
and 60/100ths Dollars ($2,819.60).
21. OPTION TO RENEW:
In the event that the Lessee shall not be in default in the performance
of any term or condition of this Lease, at the time of exercise or at
any time thereafter prior to commencement of the renewal term, then upon
expiration of the lease term, Lessee shall have an option to renew the
lease for an additional term of five (5) years. This option may be
exercised by the Lessee at any time prior to the date that shall be
three (3) months from the expiration of the term of the Lease. The
option shall be exercised by delivery or mailing, postage prepaid,
certified mail, notice to Lessor stating that the Lessee is exercising
his option to renew. Such exercise of the option shall automatically
extend their term of the lease upon the terms and conditions herein set
forth, and no further writing need be executed by the Lessor, except as
to the rental charge. Once exercised, the Lessee shall not have the
right to revoke his election to exercise the option. In the event that
the option is not exercised as provided for herein within the time
provided for, then the option shall expire, and the Lessee shall not
have the right to renew the Lease. The total rent for the Premises in
the event this Lease is so extended, shall be negotiated by the parties
prior to the expiration of the existing Lease term.
22. SIGNAGE:
So long as not in default under this Lease, Lessee shall be allowed to
install signage at Lessee's sole cost and expense, subject to the CC&R's
and the City of Roseville sign criteria for Corporate Commons. Said
signage shall be subject to (1) approval by all government entities
having jurisdiction and (2) Lessor's design approval, which shall not be
unreasonably withheld. Lessor further agrees to give a response to
Lessee within ten (10) days of Lessors receipt from Lessee of Lessee's
sign request. All costs of the sign, it [sic] design, its installation,
its operation, its maintenance and/or its removal shall be borne solely
by Lessee.
13
THIS AGREEMENT HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR HIS
APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE REAL ESTATE
BROKER(S) OR THEIR AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL
EFFECT, OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION INVOLVED
HEREIN.
AGREED AND ACCEPTED
LESSOR: LESSEE:
XXXXX AND XXXXX XXXX XXXXXXX BANK OF COMMERCE
A CALIFORNIA CORPORATION
BY: /s/ XXXXX XXXX BY: /s/ XXXX XXXXXX
------------------------- ---------------------
Xxxxx Xxxx Xxxx Xxxxxx
President
DATE: 7/20/98 DATE: 6-25-98
------------------------- --------------------
BY: /s/ XXXXX XXXX
-------------------------
Xxxxx Xxxx
DATE: 7/20/98
-----------------------
14
EXHIBIT "A"
_________________ _________________
Lessor's Initials Lessee's Initials
15
EXHIBIT "B"
Lessor agrees that the interior of the Premises will be completed in substantial
form to the floorplan and specifications as described in this Exhibit "B",
attached hereto and made a part of this Lease. Lessor shall provide sink with
upper and lower cabinet as located below, HVAC, flooring, light fixtures,
electrical, lighting and paint. Paint colors to be mutually agreed to by both
parties. All tenant improvements shall be in building standard quality and
quantity and agreed to between both parties within two (2) weeks of lease
execution. Lessor shall be responsible for installation and maintenance of all
tenant improvements subject to normal wear and tear by Lessee. Any additional
tenant improvements, any upgrades, or change orders from the Standard Tenant
Improvement Allowance provided by Lessor at the request of Lessee, shall be paid
by Lessee to Lessor in cash prior to occupancy.
Lessor shall, at Lessor's sole cost and expense, provide "turnkey" tenant
improvements using building standard finishes and materials based upon a
mutually acceptable floor plan. Please see the floor plan below identifying
Lessee's proposed modifications to Lessor's floor plan. Said changes shall
include, but not be limited to, converting the full-height wall in the reception
area to a partial wall eliminating one (1) wall, creating the break/storage room
(with sink and cabinetry) as indicated on the floor plan; converting Lessor's
proposed break/storage room to an office; and adding glass approximately 2' wide
and 5' high adjacent to the door on the two (2) offices as indicated on the
floor plan below, subject to final specifications to be mutually agreed by
Lessee and Lessor. Window frames to match door in style with one-quarter inch
(1/4") glass. Cabinet in breakroom to be plastic laminate with fifteen inch by
fifteen inch (15" x 15") sink. The following will also be required:
-- 2'x4' Suspended T-Bar Ceiling, 2'x2' Xxxxxxxxx Second-Look ceiling
panels, lights are 2x4 recessed-florescent. Lessor shall pay $250.00
above building standard towards the ceiling panels.
-- Timely door frames with xxxxx tone finish.
-- Doors 1 3/4 solid oak doors with clear finish, F-Series Slaag hardware.
-- Walls; spray texture with light/medium spray knockdown.
-- Carpet 26 oz. closed loop with either 2 1/2" or 4" rubber base.
-- Glass in wall to be 24" wide, 72" long, flush to the top of the door in
two offices.
_________________ _________________
Lessor's Initials Lessee's Initials
16
EXHIBIT C
RULES AND REGULATIONS
1. No sign, placard, picture, advertisement, name or notice shall be
inscribed, displayed or printed or affixed on or to any part or the
outside or inside of the Building or the Premises without the written
consent of Lessor first hand and obtained and Lessor shall have the
right to remove any such sign, placard, picture, advertisement, name or
notice without notice to and at the expense of Lessee. Lessee shall not
place anything or allow anything to be placed near the glass of any
window, door, partition or wall which may appear unsightly from outside
"the Premises"; provided, however, the Lessor is to furnish and install
a building standard window drapery at all exterior windows.
2. The bulletin board or directory of the Building will be provided
exclusively for the display of the name and location of Lessee only and
Lessor reserves the right to exclude any other names therefrom.
3. The sidewalks, halls, passages, exits, entrances and stairways shall not
be obstructed by any of the tenants or used by them for any purpose
other than for ingress to and egress from their respective Premises. The
halls, passages, exits, entrances, stairways, balconies and roof are not
for the use of the general public and the Lessor shall in all cases
retain the right to control and prevent access thereto by all persons
whose presence in the judgment of the Lessor shall be prejudicial to the
safety, character, reputation and interests of the Building and its
tenants, provided that nothing herein contained shall be construed to
prevent such access to persons with whom the Lessee normally deals in
the ordinary course of Lessee's business unless such persons are engaged
in illegal activities. No tenant and no employees or invitees of any
tenant shall go upon the roof of the Building.
4. Lessee shall not alter any lock or install any new or additional locks
or any bolts on any door of the Premises without the written consent of
Lessor.
5. The toilet rooms, urinals, wash bowls and other apparatus shall not be
used for any purpose other than that for which they were constructed and
no foreign substance of any kind whatsoever shall be thrown therein and
the expense of any breakage, stoppage or damage resulting from the
violation of this rule shall be borne by the Lessee who, or whose
employees or invitees shall have caused it.
6. Lessee shall not overload the floor of the Premises or xxxx, drive
nails, screw or drill into the partitions, woodwork or plaster or in any
way deface the Premises or any part thereof. No boring, cutting or
stringing of wires or laying of linoleum or other similar floor
coverings shall be permitted except with the prior written consent of
the Lessor and as the Lessor may direct.
7. No furniture, freight or equipment of any kind shall be brought into the
Building without the consent of Lessor and all moving of the same into
or out of the Building shall be done at such time and in such manner as
Lessor shall designate. Lessor shall have the right to prescribe the
weight, size and position of all safes and other heavy equipment brought
into the Building and also the times and manner of moving the same in
and out of the Building. Safes or other heavy objects shall, if
considered necessary by Lessor, stand on wood strips of such thickness
as is necessary to properly distribute the weight. Lessor will not be
responsible for loss of or damage to any such safe or property from any
cause and all damage done to the Building by moving or maintaining any
such safe or other property shall be repaired at the expense of Lessee.
There shall not be used in any space, or in the public halls of the
Building, either by any tenant or others, any hand trucks except those
equipped with rubber tires and side guards.
8. Except with the written consent of Lessor, no person or persons other
than those approved by Lessor shall be permitted to enter the building
for the purpose of cleaning the same. Lessee shall not cause an
unnecessary labor by reason of Lessee's carelessness or indifference in
the preservation of good order and cleanliness. Lessor shall in no way
be responsible to any Lessee for any loss of property on the Premises,
however occurring, or for any damage done to the effects of any Lessee
by the janitor or any other employee or any other person.
_________________ _________________
Lessor's Initials Lessee's Initials
17
9. Lessee shall not use, keep or permit to be used or kept any food or
noxious gas or substance in the Premises, or permit or suffer the
Premises to be occupied or used in a manner offensive or objectionable
to the Lessor or other occupants of the Building by reason of noise,
odors and/or vibrations, or interfere in any way with other tenants or
those having business therein, nor shall any animals or birds be brought
in or kept in or about the Premises or the Building. No Lessee shall
make or permit to be made any unseemly or disturbing noises or disturb
or interfere with occupants of this or neighboring Buildings or premises
or those having business with them whether by the use of any musical
instrument, radio, phonograph, unusual noise, or in any other way. No
Lessee shall throw anything out of doors or down the passageways.
10. The Premises shall not be used for manufacturing or for the storage of
merchandise except as such storage may be incidental to the use of the
Premises for medical office purposes. No Lessee shall occupy or permit
any portion of his Premises to be occupied as an office for a public
stenographer or typist, or for the manufacture or sale of liquor, or
tobacco in any form, or as a xxxxxx shop or manicure shop. No Lessee
shall advertise for laborers giving an address at the Premises. The
Premises shall not be used for lodging or sleeping or for any illegal
purposes.
11. Lessee shall not use or keep in the Premises or the Building any
kerosene, gasoline or inflammable or combustible fluid or material, or
use any method of heating or air conditioning other than that supplied
by Lessor.
12. Lessor will direct electricians as to where and how telephone and
telegraph wires are to be introduced. No boring or cutting for wires
will be allowed without the consent of Lessor. The location of
telephones, call boxes and other office equipment affixed to the
Premises shall be subject to the approval of Lessor.
13. All keys to offices, rooms and toilet rooms shall be obtained from
Lessor's Office and Lessee shall not from any other source duplicate,
obtain keys or have keys made without Lessor's approval. The Lessee,
upon termination of the tenancy, shall deliver to the Lessor the keys of
the offices, rooms and toilet rooms which shall have been furnished or
shall pay the Lessor the cost of replacing same or of changing the lock
or locks opened by such lost key if Lessor deems it necessary to make
such change.
14. No Lessee shall lay linoleum, tile, carpet or other similar floor
covering so that the same shall be affixed to the floor of the Premises
in any manner except as approved by the Lessor. The expense of repairing
any damage resulting from a violation of this rule or removal of any
floor covering shall be borne by the Lessee by whom, or by whose
contractors, employees or invitees, the damage shall have been caused.
15. No furniture, packages, supplies, equipment or merchandise will be
received in the Building, except between such hours as shall be
designated by Lessor.
16. On Sundays, legal holidays and on Saturday commencing at 12:00 noon, and
on other days between the hours of 7:00 P.M. and 7:00 A.M. the following
day, access to the building, or to the halls, corridors, or stairways in
the Building, or to the Premises may be refused unless the person
seeking access is known to the person or employee of the building in
charge and has a pass or is properly identified. The Lessor shall in no
case be liable for damages for any error with regard to the admission to
or exclusion from the Building of any person. The Lessor reserves the
right to prevent access to the Building for the safety of the tenants
and protection of property in the Building and the Building. Lessor
reserves the right to close and keep locked all entrance and exit doors
of the Building on Sundays, legal holidays, and on Saturdays commencing
at 12:00 noon, and on other days between the hours of 7:00 P.M. and 7:00
A.M., and during such further hours as Lessor may deem advisable for the
adequate protection of said Building and the property of its tenants.
17. Lessee shall see that the doors of the Premises are closed and securely
locked before leaving the Building and most observe strict care and
caution that all water faucets or water apparatus are entirely
_________________ _________________
Lessor's Initials Lessee's Initials
18
shut off before Lessee or Lessee's employees leave the building, and
that all electricity shall likewise be carefully shut off, so as to
prevent waste or damage, and for any default or carelessness Lessee
shall make good all injuries sustained by other tenants or occupants of
the Building.
18. Lessor reserves the right to exclude or expel from the Building any
person who, in the judgment of Lessor, is intoxicated or under the
influence of liquor or drugs, or who shall in any manner do any act in
violation of any of the rules and regulations of the Building.
19. The requirements of Lessee will be attended to only upon application at
the Office of the Building. Employees of Lessor shall not perform any
work or do anything outside of their regular duties unless under special
instructions from the Lessor, and no employee will admit any person
(Lessee or otherwise) to any office without specific instructions from
the Lessor.
20. No vending machine or machines of any description shall be installed,
maintained, or operated upon the Premises without the written consent of
the Lessor.
21. Lessor shall have the right, exercisable without notice and without
liability to Lessee, to change the name and the street address of the
Building of which the Premises are a part.
22. Lessee agrees that it shall comply with all fire and security
regulations that may be issued from time to time by Lessor and Lessee
also shall provide Lessor with the name of a designated responsible
employee to represent Lessee in all matters pertaining to such fire or
security regulations.
23. Lessor reserves the right by written notice to Lessee, to rescind, alter
or waive any rule or regulation at any time prescribed for the Building
when, in Lessor's judgment, it is necessary, desirable or proper for the
best interest of the Building and its tenants.
24. Lessees shall not disturb, solicit, or canvass any occupant of the
Building and shall cooperate to prevent same.
25. Without the written consent of Lessor, Lessee shall not use the name of
the Building and shall cooperate to prevent same.
26. Lessor shall furnish heating and air conditioning during the hours of
7:00 A.M. to 7:00 P.M. Monday through Friday, and 8:00 A.M. to 12:00
P.M. on Saturday, except for Holidays.
_________________ _________________
Lessor's Initials Lessee's Initials
