EXHIBIT 10 z
G & G PROPERTIES
G & G CENTER
COMMERCIAL LEASE
1. PARTIES. This lease, dated as of this 1st day of November 2000 is
made by and between G & G Properties, a General Partnership (herein
called "Landlord") and Sonoma National Bank (herein called "Tenant").
2. PREMISES. Landlord does hereby lease to Tenant and Tenant hereby
leases from Landlord that certain space (herein called "Premises"),
having dimensions of approximately 000 xxxxxx xxxx xx xxxxx xxxx. Said
Premises are located in the G & G Supermarket 000-X Xxxxxx Xxxxxxxx
Xxxxxxx, Xxxx xx Xxxxxxxx, Xxxxxx of Sonoma, State of California. This
Lease is subject to the terms, convenants and conditions herein set
forth and the Tenant convenants as a material part of the consideration
for this Lease to keep and perform each and all of the said terms,
convenants and conditions by it to be kept and performed.
3. USE. Tenant shall use the Premises for full service banking and
related services and shall not use or permit the Premises to be used for
any other purpose without the prior written consent of the Landlord.
Tenant to have shared access of G & G Markets existing public address
system.
3A. Tenant to install a Sonoma National Bank sign on the front of
the G & G Market. The sign size and location subject to City and
Landlords approval prior to installation.
4. MINIMUM RENT.
4A. Tenant agrees to pay Landlord as Minimum Rent, without notice
or demand, the monthly sum of ($1,500.00 ) One-Thousand Five-Hundred &
no/100 Dollars, in advance on or before the first day of each and every
successive month during the specified term. The Rental shall commence
on the 1st day of November, 2000 or upon occupancy. The Premises are
being leased as subject to such incidental work as is to be performed by
Tenant prior to said date (this work, if any to be set forth in the
attached Addendum and in this latter event, the rental shall commence on
said date only if Tenant shall have completed said work.) Rent for any
period which is less than one month (1) shall be a prorated portion of
the month of the monthly installment herein based upon a thirty (30) day
month. Said rental shall be paid to Landlord, without deduction or
offset, in lawful money of the United States of America and at such
place as Landlord may from time to time designate in writing.
Rent shall be mailed to: G&G Properties phone 000 000-0000
Attn: Xxxxx Xxx message 707 573-5905
0000 X. Xxxxxxx Xxx. Fax 000 000-0000
Santa Rosa, CA 95401
4B. MINIMUM RENTAL INCREASES. No CPI increases will be in effect
for the first 3 years of the lease. As set forth in 4A above shall be
increased if the Consumer Price Index--San Francisco Bay Area
Average--All Items (Index)--as published by the United States Department
of Labor's Statistics, increases over the base period index. The base
period Index shall be the Index for the calendar month which is four
months prior to the month in which rentals commence. The base period
Index shall be compared with the Index; the same calendar month for each
subsequent year (Comparison Month). In no event shall the Minimum Rent
be less than that set forth in 4A above. Should the Bureau discontinue
the publication of the above Index, or publish same less frequently, or
alter same in some other manner which reasonably reflects and monitors
consumer prices.
5. TERM. The lease term shall be TEN full years with three 5 year
options. The parties hereto acknowledges that certain obligations under
various articles hereof may commence prior to the Lease term, i.e.,
construction, hold harmless, liability insurance, etc,; and the parties
agree to be bound by these articles prior to commencement of the lease
term.
6. SECURITY DEPOSIT. Concurrently with Tenant's execution of this
lease, Tenant has deposited with the Landlord a sum of $1,500.00 as
security deposit. Said sum shall held by Landlord as security for the
faithful performance by Tenant of all the terms, convenants, and
conditions of this Lease to be kept and performed by Tenant during the
term thereof. If Tenant defaults with respect to any provisions of this
Lease, including, but not limited to the provisions relating to the
payment of rent, Landlord may (but shall not be required to) use, apply
or retain all or any part of this security deposit for the payment of
any rent or any other sum in default, or for the payment of any amount
which Landlord may spend or become obligated to spend by reason on
Tenant's default, or to compensate Landlord for any other loss or damage
which Landlord may suffer by reason of Tenant's default. If any portion
of said deposit is so used or applied Tenant shall, within five (5) days
after written demand therefor, deposit cash with Landlord in an amount
sufficient to restore the security deposit to its original amount and
Tenants failure to do so shall be a default under this Lease. Landlord
shall not be required to keep this security deposit separate from its
general funds, and Tenant shall not be entitled to interest on such
deposit. If Tenant shall fully and faithfully perform every provision
of this Lease to be performed by it, the security deposit or any balance
thereof shall be returned to Tenant (or, at Landlord's option, the last
assignee of Tenant's interest hereunder) within ten (10) days following
expiration of the Lease term. In the event of termination of Landlord's
interest in this Lease, Landlord shall transfer said deposit to
Landlord's successor in interest.
7. ADJUSTMENTS. COMMON AREAS.
In addition to the Minimum Rent provided in Article 4 hereinabove,
and commencing at the same time as any rental commences under this Lease
Tenant shall pay to Landlord the following items, herein called
Adjustments/Common Areas:
(a) All real estate taxes and insurance premiums on the
Premises, including and, building, and improvements
thereon. Said real estate taxes shall include all real
estate taxes and assessments that are levied upon and/or
assessed against the Premises, including any taxes which
may be levied on rents. Said insurance shall include all
insurance premiums for fire, extended coverage, liability,
and any other insurance that Landlord deems necessary
on the Premises. Said taxes and insurance premiums for
purposes of this provision shall be reasonably apportioned
in accordance with the total floor area of the Premises as
it relates to the total floor area of the Shopping
Center which is from time to time completed as of the
first day of each calendar quarter (provided, however,
that if any tenants in said building or buildings pay
taxes directly to any taxing authority or carry their own
insurance, as may be provided in their leases, their
square footage shall not be deemed a part of the floor
area).
(b)Tenant's portion of maintenance of the landscaping,
upkeep of the structures, painting, parking lot
maintenance, and other maintenance procedures essential
to maintaining the center.
Common area charges are included in the minimum rent stated in
section 4A. above.
8. USES PROHIBITED. Tenant shall not do or permit anything to be done
in or about the Premises nor bring or keep anything therein which is not
within the permitted use of the premises which will in any way increase
the existing rate of or affect any fire or other insurance upon the
Building or any of its contents or cause a cancellation of any insurance
policy covering said Building or any part thereof or any of its
contents. Tenant 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 improper, immoral, unlawful
or objectionable purpose; nor shall Tenant cause, maintain or permit any
nuisance in, or about the Premises. Tenant shall not commit or allow to
be committed any waste in or upon the Premises.
9. COMPLIANCE WITH LAW. Tenant 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 now in force or which may hereafter be enacted or
promulgated. Tenant shall, at its sole cost and expense, promptly
comply with all laws, statutes, ordinances and governmental rules,
regulations now in force or which may hereafter be in force and with the
requirements of any board of fire underwriters or other similar bodies
now or hereafter constituted relating to or affecting the condition, use
or occupancy of the Premises, excluding structural changes not related
to or affected by Tenant's improvements or acts. The judgment of any
court of competent jurisdiction or the admission of Tenant in any action
against Tenant, whether Landlord be a party thereto or not, that Tenant
has violated any law, statute, ordinance or governmental rule,
regulation or requirement, shall be conclusive of that fact as between
Landlord and Tenant.
10. ALTERATIONS AND ADDITIONS. Tenant shall not make or allow to be
made any alterations, additions or improvements to or of the Premises or
any part thereof without first obtaining the written consent of Landlord
and any alterations, additions or improvements to or of said Premises,
including, but not limited to, wall covering, paneling and built-in
cabinet work, but excepting movable furniture and trade fixtures, shall
at once become a part of the realty and belong to the Landlord and
shall be surrendered with the Premises. In the event Landlord consents
to the making of any alterations, additions or improvements to the
Premises by Tenant, the same shall be made by tenant at Tenant's sole
cost and expense. Upon the expiration or sooner termination of the term
hereof, Tenant shall, upon written demand by Landlord, given at least
thirty (30) days prior to the end of the term, at Tenant's sole cost and
expense, forthwith and with all due diligence, remove any alterations,
additions, or improvements made by Tenant, designated by Landlord to be
removed, and Tenant shall, forthwith and with all due diligence, at its
sole cost and expense, repair any damage to the premises caused by such
removal.
11. REPAIRS.
11A. By entry hereunder, Tenant shall be deemed to have accepted
the Premises as being in good sanitary order, condition and repair.
Tenant shall, at Tenant's sole cost and expense, keep the Premises and
every part thereof in good condition and repair including without
limitation, the maintenance, replacement and repair of any storefront,
doors, windows casements, glazing, heating and air-conditioning system
(when there is an air-conditioning system). Tenant shall obtain a
service contract for repairs and maintenance of said system, said
maintenance contract to conform to the requirements under the warranty,
if any, on said system), plumbing, pipes, electrical wiring and
conduits. Tenant shall, upon the expiration or sooner termination of
this Lease hereof, surrender the Premises to the Landlord in good
condition, broom clean, ordinary wear and tear and damage from causes
beyond the reasonable control of Tenant excepted. Any damage to
adjacent premises caused by Tenant's use of the Premises shall be
repaired at the sole cost and expense of Tenant.
11B. Notwithstanding the provisions of Article 11A herein- above,
Landlord shall repair and maintain the structural portions of the
Building, including the exterior walls and roof, unless such maintenance
and repairs are caused in part or in whole by the act, neglect, fault or
omission of any duty by the Tenant, its agents, servants, employees,
invitee, or any damage caused by breaking and entering, in which case
Tenant shall pay to Landlord the actual cost of such maintenance and
repairs. Landlord shall not be liable for any failure to make such
repairs or to perform any maintenance unless such failure shall persist
for an unreasonable time after written notice of the need of such
repairs or maintenance is given to Landlord by Tenant. Except as
provided in Article 25 hereof, there shall be no abatement of rent and
no liability of Landlord by reason of any injury to or interference with
Tenant's business arising from the making of any repairs, alterations or
improvements in or to any portion of the Building or the Premises or in
or to fixtures, appurtenances and equipment therein. Tenant waives the
right to make repairs at Landlord's expense under any law, statute or
ordinance now or hereafter in effect.
12. LIENS. Tenant shall keep the Premises and the property in which
the Premises are situated free from any liens arising out of any work
performed, materials furnished or obligations incurred by or on behalf
of Tenant. Landlord may require, at Landlord's sole option, that Tenant
shall provide to Landlord, at Tenant's sole cost and expense, a lien and
completion bond in an amount equal to one and on-half (1 1/2) times the
estimated cost of any improvements, additions, or alterations in the
Premises which the Tenant desires to make, to insure Landlord against
any liability for mechanics' and materialman's liens and to insure
completion of the work.
13. ASSIGNMENT AND SUBLETTING. Tenant shall not either voluntarily, or
by operation or law, assign, transfer, mortgage, pledge, hypothecate or
encumber this Lease or any interest therein, and shall not sublet the
said Premises or any part thereof, or any right or privilege appurtenant
thereto, or allow any other person (the employees, agents, servants and
invitees, of Tenant excepted) to occupy or use the said Premises, or any
portion thereof, without first obtaining the written consent of
Landlord, which consent shall not be unreasonably withheld. A consent
to one assignment subletting, occupation or use by any other person
shall not be deemed to be a consent to any subsequent assignment,
subletting, occupation or use by another person. Consent to any such
assignment or subletting shall in no way relieve Tenant of any liability
under this Lease. Any such assignment or subletting without such shall
be void, and shall, at the option of the Landlord, constitute a default
under the terms of this Lease.
In the event that Landlord shall consent to a sublease or
assignment here under, Tenant shall pay Landlord reasonable fees, not to
exceed One Hundred and No/100ths ($100.00) Dollars, incurred in
connection with the processing of documents necessary to giving of such
consent.
14. HOLD HARMLESS. Tenant shall indemnity and hold harmless Landlord
against and from any and all claims arising from Tenant's use of the
Premises or from the conduct of its business or from any activity, work,
or other things done, permitted or suffered by the Tenant in or about
the Premises, and shall further indemnify and hold harmless Landlord
against and from any and all claims arising from any breach or default
in the performance of any obligation on Tenant's part to be performed
under the terms of this Lease, or arising from any act or negligence of
the Tenant, or any officer, agent, employee, guest, or invitee of
Tenant, and from all costs, attorney's fees, and liabilities incurred in
or about the defense of any such claim or any action or proceeding
brought thereon and in any case any action or proceeding be brought
against Landlord by reason of such claim, Tenant upon notice from
Landlord shall defend the same at Tenant's expense by counsel reasonably
satisfactory to Landlord. Tenant, as a material part of the
consideration to Landlord, hereby assumes all risk of damage to property
or injury to persons in, upon or about the Premises, from any cause
other than Landlord's negligence; and Tenant hereby waives all claims in
respect thereof against Landlord. Tenant shall give prompt notice to
Landlord in case of casualty or accidents in the Premises. Landlord or
its agents shall not be liable for any loss or damage to persons or
property resulting from fire, explosion, falling plaster, steam, gas,
electricity, water or rain which may leak from any part of the building
or from the pipes, appliances or plumbing works therein or from the
roof, street or subsurface or from any place resulting from dampness or
any other cause whatsoever, unless caused by or due to the negligence of
the Landlord or its agents, servants or employees. Landlord or its
agents shall not be liable for interference with the light, air, or any
latent defect in the Premises.
15. SUBROGATION. As long as their respective insurers so permit,
Landlord and Tenant hereby mutually waive their respective rights of
recovery against each other for any loss insured by fire, extended
coverage and other property insurance policies existing for the benefit
of the respective parties. Each party shall apply to their insurers to
obtain said waivers. Each party shall obtain any special endorsements,
if required by their insurer to evidence compliance with the
aforementioned waiver.
16. LIABILITY INSURANCE. Tenant shall, at Tenant's expense, obtain
and keep in force during the term of this Lease a policy of
comprehensive public liability insurance insuring Landlord and Tenant
against any liability arising out of the ownership, use, occupancy or
maintenance of the premises and all areas appurtenant thereto. Such
insurance shall be in the amount of not less than $1,000,000.00 for
injury or death of one person in any one accident or occurrence and in
the amount of not less than $1,000,000.00 for injury or death of more
than one person in any one accident or occurrence. Such insurance shall
further insure Landlord and Tenant against liability for property damage
of at least $1,000.000.00. The limit of any such insurance shall not,
however, limit the liability of the Tenant hereunder. Tenant may
provide this insurance under a blanket policy, provided that said
insurance shall have a Landlord's protective liability endorsement
attached thereto. If Tenant shall fail to procure and maintain said
insurance, Landlord may, but shall not be required to, procure and
maintain same, but at the expense of Tenant. Insurance required
hereunder shall be in companies rated a+, AAA or better in "Best's
Insurance Guide". Tenant shall deliver to Landlord, prior to right of
entry, copies of policies of liability insurance required herein or
certificates evidencing the existence and amounts of such insurance with
loss payable clauses satisfactory to Landlord. No policy shall be
cancellable or subject to reduction of coverage. All such policies
shall be written as primary policies not contributing with and not in
excess of coverage which Landlord may carry.
17. UTILITIES. Landlord shall pay for all gas, heat, light, and power
charges. Tenant shall be responsible for telephone service, alarm
service and other services necessary for bank operations, together with
any applicable taxes.
18. PERSONAL PROPERTY TAXES. Tenant shall pay, or cause to be paid,
before delinquency any and all taxes levied or assessed and which become
payable during the term hereof upon all Tenant's leasehold improvements,
equipment, furniture, fixtures, and any other personal property located
in the Premises. In the event any or all of the Tenant's leasehold
improvements, equipment, furniture, fixtures and other personal property
shall be assessed and taxed with the real property, Tenant shall pay to
Landlord its share of such taxes within ten (10) days after delivery to
Tenant by Landlord of a statement in writing setting forth the amount of
such taxes applicable to Tenant's property.
19. RULES AND REGULATIONS. Tenant shall faithfully observe and
comply with the rules and regulations that Landlord shall from time to
time promulgate and/or modify. The rules and regulations shall be
binding upon the Tenant upon delivery of a copy of them to Tenant.
Landlord shall not be responsible to Tenant for the nonperformance of
any said rules and regulations by any other tenants or occupants.
20. HOLDING OVER. If Tenant remains in possession of the Premises or
any part thereof after the expiration of the term hereof with the
express written consent of Landlord, such occupancy shall be a tenancy
from month to month at a rental in the amount of the last Monthly
Minimum Rent, plus all other charges payable hereunder, and upon all the
terms hereof applicable to a month-to-month tenancy.
21. ENTRY BY LANDLORD. Landlord reserves, and shall during Banks
operating hours, have the right to enter the Premises to inspect the
same, to submit said Premises to prospective purchasers or tenants, to
repair the Premises and any portion of the Building of which the
Premises are a part that Landlord may deem necessary or desirable,
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 that the
entrance to the Premises shall not be unreasonably blocked thereby, and
further providing that the business of the Tenant shall not be
interfered with unreasonably. Tenant hereby waives any claim for
damages or for any injury or inconvenience to or interference with
Tenant's business, any loss of occupancy or quiet enjoyment of the
Premises, and any other loss occasioned thereby. Access by Landlord
before and after Banks normal open hours will be provided by arrangement
with Tenant Management. A list of Tenant personnel and telephone
numbers will be provided to Landlord in case of emergency.
22. TENANT'S DEFAULT. The occurrence of any one or more of the
following events shall constitute a default and breach of this Lease by
Tenant.
22A. The vacating or abandonment of the Premises by Tenant.
22B. The failure of Tenant to make any payment of rent or any other
payment required to be made by Tenant hereunder, as and when due, where
such failure shall continue for a period of three (3) days after
written notice thereof by Landlord to Tenant.
22C. The failure by Tenant to observe or perform any of the
covenants, conditions or provisions of this Lease to be observed or
performed by Tenant, other than described in Article 22B, above, where
such failure shall continue for a period of thirty (30) days after
written notice hereof by Landlord to Tenant; provided, however, that if
the nature of Tenant's default is such that more than thirty (30) days
period and thereafter diligently prosecutes such cure to completion.
22D. The making by Tenant of any general assignment or general
arrangement for the benefit of creditors; or the filing by or against
Tenant of a petition to have Tenant adjudged a bankrupt, or a petition
or reorganization or arrangement under any law relating to bankruptcy
(unless in the case of a petition filed against Tenant, the same is
dismissed within sixty (60) days; or the appointment of a trustee or a
receiver to take possession of substantially all of Tenant's assets
located at the Premises or of Tenant's interest in this Lease, where
possession is not restored to Tenant within thirty (30) days; or the
attachment, execution or other judicial seizure of substantially all of
Tenant's assets located at the Premises or of Tenant's interest in this
Lease, where such seizure is not discharged in thirty (30) days.
23. REMEDIES IN DEFAULT. In the event of any such default or breach by
Tenant, Landlord may at any time thereafter, in his sole discretion,
with or without notice or demand and without limiting Landlord in the
exercise of a right or remedy which Landlord may have by reason of such
default or breach:
23A. Terminate Tenant's right to possession of the Premises by any
lawful means,in which case this Lease shall terminate and Tenant shall
immediately surrender possession of the Premises to Landlord. In such
event Landlord shall be entitled to recover from Tenant all damages
incurred by Landlord by reason of Tenant's default including, but not
limited to, the cost of recovering possession of the Premises; expenses
of reletting, including necessary renovation and alteration of the
Premises; reasonable attorney's fees; the worth at the time of award by
the court having jurisdiction thereof of the amount by which the unpaid
rent and other charges and Adjustments called for herein for the balance
of the term after the time of such award exceeds the amount of such loss
for the same period that Tenant proves could be reasonably avoided; and
that portion of any leasing commission paid by Landlord and applicable
to the unexpired term of this Lease. Unpaid installments of rent or
other sums shall bear interest from the date due at the maximum legal
rate; or
23B. Maintain Tenant's right to possession, in which case this
Lease shall continue in effect whether or not Tenant shall have
abandoned the Premises. In such event Landlord shall be entitled to
enforce all of Landlord's rights and remedies under this Lease,
including the right to recover the rent and any other charges and
Adjustments as may become due hereunder; or
23C. Pursue any other remedy now or hereafter available to Landlord
under the laws or judicial decisions of the State in which the Premises
are located.
24. DEFAULT BY LANDLORD. Landlord shall not be in default unless
Landlord fails to perform obligations required of Landlord within a
reasonable time, but in no event later than thirty (30) days after
written notice by Tenant to Landlord 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 Tenant in writing, specifying
wherein Landlord has failed to perform such obligation; provided,
however, that if the nature of Landlord's obligation is such that more
than thirty (30) days are required for performance then Landlord shall
not be in default if Landlord commences performance within such thirty
(30) day period and thereafter diligently prosecutes the same to
completion. In no event shall Tenant have the right to terminate this
Lease as a result of Landlord's default and Tenant's remedies shall be
limited to damages and/or an injunction.
25. RECONSTRUCTION. In the event the Premises are damaged by fire or
other perils covered by extended coverage insurance, Landlord agrees to
forthwith repair same, and this Lease shall remain in full force and
effect, except that Tenant shall be entitled to a proportionate
reduction of the Minimum Rent from the date of damage and while such
repairs are being made, such proportionate reduction to be based upon
the extent to which the damage and making of such repairs shall
reasonably interfere with the business carried on by the Tenant in the
Premises. If the damage is due to the fault or neglect of Tenant or its
employees, there shall be no abatement of rent.
In the event the Premises are damaged as a result of any cause
other than the perils covered by fire and extended coverage insurance,
then Landlord shall forthwith repair the same, provided the extent of
the destruction be less than ten (10%) percent of the then full
replacement cost of the Premises. In the event the destruction of the
Premises is to an extent of ten (10%) percent or more of the full
replacement cost then Landlord shall have the option; (1) to repair or
restore such damage, this Lease continuing in full force and effect, but
the Minimum Rent to be proportionately reduced as hereinabove in this
Article provided; or (2) give notice to Tenant at any time within sixty
(60) days after such damage, terminating this Lease as of the date
specified in such notice, which date shall be no more than thirty (30)
days after the giving of such notice. In the event of giving such
notice, this Lease shall expire and all interest of the Tenant in the
Premises shall terminate on the date so specified in such notice and the
Minimum Rent, reduced by a proportionate reduction, based upon the
extent, if any, to which such damage interfered with the business
carried on by the Tenant in the Premises, shall be paid up to date of
said such termination.
Not withstanding anything to the contrary contained in this
Article, Landlord shall not have any obligation whatsoever to repair,
reconstruct or restore the Premises when the damage resulting from any
casualty covered under this Article occurs during the last twenty-four
months of the term of this Lease or any extension thereof.
Landlord shall not be required to repair any injury or damage by
fire or other cause, or to make any repairs or replacements of any
leasehold improvements, fixture, or other personal property of Tenant.
26. EMINENT DOMAIN. If more than twenty-five (25%) percent of the
Premises shall be taken or appropriated by any public or quasi-public
authority under the power of eminent domain, either party hereto shall
have the right, at its option, within sixty (60) days after said taking,
to terminate this Lease upon thirty (30) days written notice. If
either less than or more than twenty-five (25%) percent of the Premises
are taken (and neither party elects to terminate as herein provided),
the Minimum Rent thereafter to be paid shall be equitably reduced. If
any part of the Shopping Center other than the Premises may be so taken
or appropriated, Landlord shall within sixty (60) days of said taking
have the right at its option to terminate this Lease upon written notice
to Tenant. In the event of any taking or appropriation whatsoever
Landlord shall be entitled to any and all awards and/or settlements
which may be given and Tenant shall have no claim against Landlord for
the value of any unexpired term of this Lease.
27. GENERAL PROVISIONS.
I. Plats and Riders. Clauses, plats, riders and addendums, if any
affixed to this Lease are a part hereof.
II. Waiver. The waiver by Landlord of any term covenant or
condition herein contained shall not be deemed to be a waiver of such
term, covenant or any other subsequent breach of the same or any other
term, covenant or condition herein contained. The subsequent acceptance
of rent hereunder by Landlord shall not be deemed to be a waiver of any
preceding default by Tenant of any term, covenant or condition of this
Lease, other than the failure of the Tenant to pay the particular rental
so accepted, regardless of Landlord's knowledge of such preceding
default at the time of the acceptance of such rent.
III. Joint Obligation. If there be more than one Tenant the
obligations hereunder imposed shall be joint and several.
IV. Marginal Headings. The marginal headings and article titles
to the articles of this Lease are not a part of the Lease and shall have
no effect upon the construction or interpretation of any part hereof.
V. Time. Time is of the essence of this Lease and each and all of
its provisions in which performance is a factor.
VI. Successors and Assigns. The covenants and conditions herein
contained, subject to the provisions as to assignment, apply to and bind
the heirs, successors, executors, administrators and assigns of the
parties hereto.
VII. Recordation. Neither Landlord nor Tenant shall record this
Lease, but a short form memorandum hereof may be recorded at the request
of Landlord.
VIII. Quiet Possession. Upon Tenant paying the rent reserved
hereunder and observing and performing all the covenants, conditions and
provisions on Tenant's part to be observed and performed hereunder,
Tenant shall have quiet possession of the Premises for the entire term
hereof, subject to all the provisions of this Lease.
IX. Late Charges. Tenant hereby acknowledges that late payment by
Tenant to Landlord of rent or other sums due hereunder will cause
Landlord 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 upon Landlord by terms of any mortgage or
trust deed covering the Premises. Accordingly, if any installments of
rent or any sum due from Tenant shall not be received by Landlord or
Landlord's designee within ten (10) days after written notice that said
amount is past due, then Tenant shall pay to Landlord a late charge
equal to the maximum amount permitted by law (and in the absence of any
governing law, ten (10%) percent of such overdue amount), plus any
attorneys' fees incurred by Landlord by reason of Tenant's failure to
pay rent and/or other charges when due hereunder. The parties hereby
agree that such late charges represent a fair and reasonable estimate of
the cost that Landlord will incur by reason of the late payment by
Tenant. Acceptance of such late charges by the Landlord shall in no
event constitute a waiver of Tenant's default with respect to such
overdue amount, nor prevent Landlord from exercising any of the rights
and remedies granted hereunder.
X. Prior Agreements. This Lease contains all of the agreements of
the parties hereto with respect to any matter covered or mentioned in
this Lease, and no prior agreements or understanding pertaining to any
such matters shall be effective for any purpose. No provision of this
Lease may be amended or added to except by an agreement in writing
signed by the parties hereto or the respective successors in interest.
This Lease shall not be effective or binding on any party until fully
executed by both parties hereto.
XI. Inability to Perform. This Lease and the obligations of the
Tenant hereunder shall not be affected or impaired because the Landlord
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 Landlord.
XII. Partial Invalidity. Any provision of this Lease which shall
prove to be invalid, void, or illegal shall in no way affect, impair or
invalidate any other provision hereof and such other provision shall
remain in full force and effect.
XIII. Cumulative Remedies. No remedy or election hereunder shall
be deemed exclusive but shall, whenever possible, be cumulative with all
other remedies at law or in equity.
XlV. Choice of Law. This Lease shall be governed by the laws of
the State in which the Premises are located.
XV. Attorneys' Fees. In the event any action or proceeding
brought by either party against the other under this Lease the
prevailing party shall be entitled to recover for the fees of its
attorneys in such action or proceeding, including costs of appeal, if
any, in such amount as the court may adjudge reasonable as attorneys'
fees. In addition, should it be necessary for Landlord to employ legal
counsel to enforce any of the provisions herein contained, Tenant agrees
to pay all attorneys' fees and court costs reasonably incurred.
XVI. Sale of Premises by Landlord. In the event of any sale of
the Premises by Landlord, Landlord shall be and is hereby entirely freed
and relieved of all liability under any and all of its covenants and
obligations contained in or derived from this Lease arising out of any
act, occurrence or omission occurring after the consummation of such
sale; and the purchaser, at such sale or any subsequent sale of the
Premises shall be deemed, without any further agreement between the
parties or the successors in interest or between the parties and any
such purchaser, to have assumed and agreed to carry out any and all of
the covenants and obligations of the Landlord under this Lease.
XVII. Subordination, Attornment. At Landlord's option, Tenant
shall subordinate its interest in this Lease to any mortgage, deed of
trust or any other hypothecation for security subsequently placed upon
the real property of which the Building and Premises are a part and to
any and all advances made on the security thereof and to all renewals,
modifications, consolidations, replacements and extensions thereof. In
the event of the termination of any ground lease or the sale of the real
property of which the Building and Premises are a part (pursuant to
foreclosure or the exercise of a power of sale under any such mortgage,
deed of trust or other security instrument) Tenant shall attorn to the
ground lessor or the purchaser, as the case may be, and recognize such
person as Landlord under this Lease. Notwithstanding such
subordination, Tenant's right to quiet possession of the Premises shall
not be disturbed if Tenant is not in default at the time of any
termination or sale.
XVIII. Notices. All notices and demands which may or are to be required
or permitted to be given by either party on the other hereunder shall be
in writing. All notices and demands by the Landlord to the Tenant
shall be sent by United States Mail, postage prepaid, addressed to the
Tenant at the Premises, and to the address hereinbelow, or to such other
place as Tenant may from time to time designate in a notice to the
Landlord. All rent, notices and demands by the Tenant to the Landlord
shall be sent by United States Mail, postage prepaid, addressed to the
Landlord at the address set forth herein, and to such other person or
place as the Landlord may from time to time designate in a notice to the
Tenant.
To Landlord at: G&G Properties
Attention: Xxxxx Xxx
0000 X. Xxxxxxx Xxx.
Xxxxx Xxxx, XX 00000
000-000-0000
IXX. First Right of Refusal. G & G Properties agrees to grant
Sonoma National Bank first right of refusal to provide a full service
banking facility at any new G & G Supermarket locations.
XX. Authority of Tenant. If Tenant is a corporation, each
individual executing this Lease on behalf of said corporation in
accordance with the bylaws of said corporation will be bound by the
terms of this Lease.
28. BROKERS. Tenant warrants that it has had no dealings with any real
estate broker or agents in connection with the negotiation of this
Lease, and it knows of no other real estate broker or agent who is
entitled to a commission in connection with this Lease.
Signed and accepted this 3 day of November, 2000.
Xxxxxx Xxxx Xxxxxxx Xxxxxxx, Sonoma National Bank
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(Landlords) (Tenants)
