LEASE
THIS LEASE AGREEMENT is made and entered into this 28 day of April, 1998 (the
"Effective Date"), by and between Xxx Xxxxxx and Xxxxxxx Xxxxxx, husband and
wife, ("Landlord") and Feather River State Bank, a California corporation,
("Tenant").
I. DESCRIPTION OF PREMISES
Landlord, for and in consideration of the rent to be paid by Tenant and of the
covenants and provisions to be kept and performed by Tenant under this Lease,
hereby leases to Tenant, and Tenant agrees to lease from Landlord, the
following: The real property commonly known as 000 "X" Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxx, also known as Yuba County Assessor's Parcel No. 015-282-017-000
("the Property"), together with the free standing building to be constructed
thereon by Landlord pursuant to the terms of this Lease ("the Building"). The
term "Premises" as used in and throughout this Lease shall mean both the
Property and the Building, and all rights and appurtenances to either.
II. TERM
(a) Original Term. This lease shall have a term (the "Original Term") of ten
(10) years from the Rent Commencement Date (as hereinafter defined).
(b) Extended Term. Provided that Tenant is not then in default under this Lease,
Tenant shall have the option and right to extend the original term of this Lease
for two periods of five (5) years each, commencing at midnight on the day on
which the Original Term of this Lease terminates (the "extended Term"). The
Extended Term provided for herein shall be renewed upon Tenant giving Landlord
written notice that it does elect to renew the term of this Lease at least 90
days prior to expiration of the original term of this Lease. During the Extended
Term of this Lease, if any, all of the obligations, covenants, and agreements of
this Lease shall bind Landlord and Tenant. Following expiration of Extended Term
if any, Landlord land Tenant agree to meet and confer regarding further
extensions of the Lease, which extensions would be at Landlord's option.
III. FIRST RIGHT OF REFUSAL
(a) Right of First Refusal to Purchase Leased Premises. If Landlord, during
the Original Term or any Extended Term, elects to sell all or any portion
of the Premises, Tenant shall have the right to first refusal to meet any
bona fide written offer of sale from a third party on the same terms and
conditions of that offer, including but not limited to the price and date
for close of escrow, provided Tenant is not then in default under this
lease. On receipt of a bona fide third party offer for purchase of the
premises, Landlord shall notify
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Tenant in writing of the offer and its terms and conditions. Tenant, within
30 days after the date of Landlord's notice to Tenant, shall notify
Landlord in writing whether or not Tenant agrees to purchase the Premises
on the same terms and conditions as contained in the third party offer. A
failure by Tenant to give Landlord any written notification within the
prescribed time period shall be deemed an election by Tenant not to
purchase the Premises. If Tenant elects not to purchase the Premises,
Landlord shall be free to sell the premises or portion thereof to that
third party in accordance with the terms and conditions of the third party
offer.
(b) Exclusions from Right. The right of first refusal granted to Tenant shall
exclude all of following transfers: any transfer resulting from the
Landlord's death; any transfer by Landlord to Landlord's spouse or any of
Landlord's children; any transfer by Landlord to any trust the
beneficiaries of which are Landlord and/or Landlord's immediate family and
any transfer by Landlord to any entity in which Landlord holds a 51 percent
or greater ownership interest. The right of first refusal granted to Tenant
also shall not apply in the event of foreclosure (or a deed in lieu of
foreclosure) or to a sale of the Premises by a lender who has foreclosed.
(c) Personal Right of Tenant. The right of first refusal granted to Tenant
under this lease is personal, and Tenant shall have no right to assign or
transfer the right of first refusal either separately from or together with
a transfer of Tenant's leasehold interest. Any purported assignment shall
be null and void.
(d) If the Premises are sold to any third party during the term of this lease,
then the provisions of this section shall thereafter be of no further force
or effect.
IV. CONSTRUCTION
(a) Landlord's Construction Obligation. Landlord shall construct on the
Property substantially in accordance with the Final Plans, as defined
below, a building, containing approximate total floor space of two thousand
three hundred thirty-one (2331) square feet and to be used by Tenant for
operation of its retail banking business. Landlord's obligation for
construction described herein shall be limited to construction of a
finished shell, including air and heating system, exclusive of all Tenant
improvements, fixtures, equipment, all as more particularly described in
the Final Plans.
(b) Final Plans. The parties acknowledge and agree that prior to execution of
this Lease, final plans, specifications and working drawings ("Final
Plans") have been prepared for the Property. Landlord and Tenant hereby
approve these Final Plans, which are attached hereto as Exhibit "A".
(c) Governmental Approval. Landlord has obtained all governmental approvals
necessary to commence construction of the building.
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(d) Construction Period. Within 30 days after the Effective Date, Landlord
shall enter into a construction contract with a licensed California general
contractor ("the Contractor") for construction of the Building in
accordance with the Final Plans. Landlord shall cause the Contractor to
commence construction of the Building not later than 45 days after the
Effective Date and to complete construction not later than 4 months from
the "Effective Date" ("the Construction Period"). The Construction Period
shall be extended by a number of days equal to the number of days during
which construction commencement or work or both are delayed by: (1) any
change requested by Tenant to the Final Plans; (2) any changes in
governmental ordinances and regulations applicable to the type of
construction, or (3) strike, boycott, shortage of material, act of God,
inclement weather preventing construction or other event whether of like or
different kind beyond the control of Landlord or Contractor. Landlord must
approve any changes in the Final plans requested by Tenant, and Tenant
therefor shall pay the cost. In the event construction of the Building is
not completed on or before 4 months from the "Effective Date" for any
reason except delays caused by (1), (2) or (3) above, the existing land
lease between the parties shall be extended at the reduced rate of Ten
Dollars ($10.00) per month. If Landlord fails to complete construction by
the end of the additional 3-month period, Tenant shall have the right to
terminate all obligations under this lease and the existing land lease.
(e) Tenant Inspection and Punchlist. Landlord shall notify Tenant in writing
when the construction of the Building and other improvements on the
Premises has been substantially completed, and Tenant shall, within 10 days
after the date of Landlord's notice, inspect the Building and other
improvements on the Premises. Also within said 10-day period, Tenant shall
prepare a "Punchlist" of work it deems to be uncompleted and/or defective
and deliver said list to Landlord. Landlord shall promptly repair or
complete all items listed, on the punchlist which, in the opinion of
Landlord or his designers, are necessary to render the Building and other
improvements on the Premises in substantial compliance with the Final
Plans. If Tenant fails to deliver a punchlist to Landlord within the
required 10-day period, Tenant shall be deemed to have accepted the
Building and other improvements on the Premises and approved the
construction of same.
(f) Building Completion. The building and other improvements on the Premises
shall be deemed fully completed by Landlord upon certification by
Landlord's architect that the Building and other improvements on the
Premises as herein contemplated have been completed in accordance with the
Final Plans, (the "Completion Date").
(g) Tenant Fixturing Period. A reasonable time prior to the date the Building
is expected to be substantially complete, Landlord shall so notify Tenant,
who shall then have the right to commence construction of tenant
improvements and installation of equipment and fixtures, provided such work
does not interfere with Landlord's construction. Such partial occupancy by
Tenant shall be subject to all of the terms and conditions of this Lease.
On taking physical possession of the Premises, Tenant, at Tenant's sole
cost, shall diligently proceed with its equipping and fixturing of the
Building in accordance with the Plans and Specifications for Tenant
Improvements attached hereto as Exhibit "B" and incorporated herein by this
reference.
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V. RENT AND SECURITY DEPOSIT
(a) Minimum Rent: Tenant covenants and agrees to pay to Landlord a minimum
guaranteed rent of $33,566.40 per year for the first year of this lease,
which rent shall be payable in equal monthly installments of $2,797.20 in
advance on the first day of each and every, calendar month during the first
year of this Lease, except as otherwise provided in subparagraph (c),
below.
(b) Annual Rent Increases. Annually, on the anniversary of the Rent
Commencement Date, the minimum rent shall be increased according to the
formula set forth below.
The minimum Rent shall be subject to annual adjustments each year on
the anniversary of the Rent Commencement Date (collectively the
"Adjustment Dates"). Increases in the Minimum Monthly Rent shall occur
annually on the Adjustment Dates, and shall be equal to the increase,
if any, of the Consumer Price Index, "CPI Increase" as described below
The base for computing the CPI Increase is the Consumer Price Index
for all Urban Consumers, San Francisco-Oakland City Average
(1982~84=100) (all terms), published by the United States Department
of Labor, Bureau of Labor Statistics, the "Index", for the month
immediately preceding the Commencement Date, the "Beginning Index".
If the Index published for the month immediately preceding each of
the Adjustment Dates (the "Extension Index") has increased over the
Beginning Index, the Minimum Rent for the period until the next
Adjustment Date shall be set by multiplying the Minimum Rent effective
for the twelve (12) month period immediately preceding the Adjustment
Date by a fraction, the numerator of which is the Extension Index and
the denominator of which is the Beginning Index.
If the Index is changed so that the base year differs from that used,
as of the Commencement Date, the index shall be converted in
accordance with the conversion factor published by the United States
Department of Labor, Bureau of Labor Statistics. If the Index is
discontinued or revised during the term of this Lease such other
government index or computation with which it is replaced shall be
used in order to obtain substantially the same result as would be
obtained if the Index had not been discontinued or revised.
(c) Commencement of Rent. The first rent payment shall be due and owing 30
days after the Completion Date (the "Rent Commencement Date"). Successive
monthly rent payments shall be due on the first day of each calendar month.
In the event that the Rent Commencement Date of this Lease falls on a day
other than the first day of a calendar month, the first rent payment shall
be prorated accordingly.
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VI. INSURANCE
(a) Fire and Extended Coverage. From and after the Completion Date for
construction and continuing throughout the term of this Lease and any
extension thereof, Tenant, shall procure, carry, and pay for wind, storm,
fire, and extended coverage insurance, insuring the Building and other
improvements on the Premises for the full cash value thereof, which
policies shall name Landlord as an additional insured and shall be issued
by responsible insurance companies authorized to do business in California.
(b) Each of such insurance policies shall be in form reasonably satisfactory to
Landlord and shall carry an endorsement that before changing or canceling
any policy the insurance company issuing the same shall give Landlord at
least 30 days' prior written notice. Duplicate originals or certificates
of all such insurance policies shall be delivered to Landlord.
(c) Public Liability and Property Damage Insurance. From and after the
Completion Date, for construction of the Building and other improvements on
the Premises and continuing throughout the Original Term and the Extended
Term, if any, of this Lease, Tenant shall protect, indemnify, and save
harmless Landlord from and against any and all liability to third parties
incurred by and act or neglect of Tenant, or any of its agents, servants,
or employees, in, on or about the demised premises, and shall at all times
at its own cost protect Tenant and Landlord with public liability insurance
and property damage insurance with a responsible insurance company or
companies authorized to do business in California in such form as may be
reasonably satisfactory to Landlord, with a combined single limit of not
less than One Million Dollars ($1,000,000.00). The property damage
insurance coverage required hereunder should not be less Five Hundred
Thousand Dollars ($500,000.00) in case of damage to property arising out of
one accident. Tenant shall within 10 days of the Completion Date for
construction of the Building and other improvements on the Premises,
deposit with Landlord a certificate showing this insurance to be then in
force and naming Landlord as an additional insured.
VII. TAXES AND ASSESSMENTS
(a) All real property taxes, municipal, county, and state, and improvement
liens or betterment assessment's levied or assessed against the Premises
shall be paid, prior to delinquency, by Landlord.
(b) Tenant shall, prior to delinquency, pay all taxes on its personal property
located in the Building or on the Premises.
VIII. UTILITIES
Tenant shall pay all costs for water, sewer, gas, and electric current, garbage
pickup and disposal,
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and other utilities used or consumed on the Premises as and when the charges for
the same become due and payable.
IX. USE
Tenant shall not use or permit the Premises or any part thereof, to be used for
any purpose other than a retail bank, without the written consent of Landlord,
which shall not be reasonably withheld. Tenant shall at all times during the
term of this lease operate its business in a reputable manner consistent with a
first- Class retail bank.
X. SIGNS
Tenant may erect, maintain, permit, and from time to time remove such signs in
or about the Premises, as Tenant may deem necessary or desirable provided that
any signs erected or maintained by Tenant shall comply with all requirements of
any governmental authority with jurisdiction.
XI. REPAIRS
(a) Landlord's Repairs. Landlord agrees, at its own cost and expense, to make
all structural repairs to the Building including but not limited to
foundation, walls, and roof. The Landlord is to be notified by Tenant of
necessary repairs, which will be commenced promptly by Landlord. In the
event that such work has not been commenced within thirty (30) days from
the date of such notice and completed within a reasonable time, thereafter,
given the nature and extent of the repair, Landlord agrees that such
repairs may be accomplished by Tenant, and Landlord will promptly reimburse
Tenant for same.
Landlord and its agents shall have the right to enter on the Premise after
reasonable notice to tenant (and at any time during an emergency) for the
purpose of inspecting the same or to make any repairs required to be made
by Landlord hereunder. Structural repairs as used in this Article XI menas
and is limited to repairs (other than replacement of worn out parts) to the
foundations, structural portions of exterior walls, concrete slabs, beams
and columns and walls bearing the main load of the roof and floors, but
excluding floor covering and any improvements, additions, or changes,
structural or otherwise, made by Tenant.
(b) Tenant's Repairs: Tenants agrees that it will, at its own cost and expense,
make all repairs of whatever kind and nature, foreseen and unforeseen, to
keep the Premises and the Building and other improvements on the Premises
in good condition, other than the repairs to be performed by Landlord
pursuant to the preceeding subparagraph (a). "Premises and the Building
and other improvements on the Premises" as sued in this subparagraph
includes heating and air conditioning unit, interior walls, floor coverings
and ceilings, painting and maintenance of exterior walls, the interior and
exterior portions of all doors, windows, and plate glass, paved driveways
and parking areas and landscaping. Landlord hereby assigns to Tenant all
warranties and guarantees of work and material made to Landlord by any
person
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performing work or furnishing materials for the construction of the
Building and other improvements on the Premises.
XII. ALTERATIONS
Tenant shall have the right to make any nonstructural alterations, additions,
or improvements to the interior of the Building that Tenant deems necessary or
desirable. All structural alterations, additions, or improvements, to the
Building shall require the prior written approval of Landlord, which approval
shall be granted or withheld in Landlord's sole discretion.
XIII. DESTRUCTION OF PREMISES
(a) Landlord's Obligation to Repair. Except as otherwise provided in
subparagraph (b), below, if at anytime during the Original term of this
Lease or any Extended Term, the Building on the premises is damaged or
destroyed by a cause for which insurance is carried on the Premises or
Building, Landlord shall promptly repair, rebuild, or restore the Building
to substantially the same condition as the Building was delivered to Tenant
when newly constructed (i.e., exclusive of tenant fixtures and equipment)
and shall be entitled for such purpose to all insurance proceeds. Except
for proceeds covering Tenant fixtures and equipment and reimbursement of
expenses for business interruption and relocation expense.
(b) Right to Terminate. Notwithstanding subparagraph (a), above, Landlord or
Tenant shall have the right to terminate this Lease and shall have no
obligation to repair, restore, or rebuild the Premises or the Building
under any of the following Circumstances:
(c) Damage or destruction from an insured casualty when the damage or
destruction cannot reasonably be repaired, restored, or rebuilt within a
period of 180 days;
(d) Damage or, destruction from an uninsured casualty when the cost of repair,
restoration, or rebuilding exceeds a total of One Hundred Thousand Dollars
($100,000.00);
(e) Damage or destruction from an insured or uninsured casualty occurring
during the last two years of the Original Term of this Lease if Tenant has
not, prior to occurrence of the casualty, elected to extend the Original
Term of the lease, or occurring during the last five years of the Extended
Term, if any, of this Lease;
(f) If Landlord or Tenant elects to terminate this Lease under any of the above
Circumstances, written notice shall be given to the other not later than 30
days after occurrence of the casualty.
XIV. DEFAULT
(a) Default Defined. The occurrence of any of the following shall constitute a
material default and breach of this Lease by Tenant:
(i) Any failure by Tenant to pay the rent or to make any other
payment required to
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be made by Tenant hereunder (when such failure continues
for 10 days after written notice thereof by Landlord to
Tenant).
(ii) The abandonment or vacation of the Premises by Tenant (the
absence of Tenant from or the failure by Tenant to conduct
business on the Premises for a period in excess of 14
consecutive days shall Constitute and abandonment or vacation
for purposes of this Lease).
(iii) A failure by Tenant to observe and perform any other
provision of this Lease to be observed or performed by
Tenant, when such failure continues for 30 days after written
notice thereof by Landlord to Tenant; provided, however, that
if the nature of such default is such that the same cannot
reasonably be cured within a 30-day period, Tenant shall not
be deemed to be in default if Tenant commences such cure
within the 30-day period and thereafter diligently prosecutes
the same to completion.
(iv) The making by Tenant of any general assignment for the
benefit of creditors; the filing by or against Tenant of a
petition to have Tenant 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
Tenant, the same is dismissed within 60 days) the appointment
of a trustee or receiver to take possession of substantially
all of Tenant's assets located at the Premises or of Tenant's
interest in this Lease, when possession is not restored to
Tenant within 30 days; or the attachment, execution, or other
judicial seizure of substantially all of Tenant's assets
Indicated at the Premises or of Tenant's interest in this
Lease, when such seizure is not discharged within 30 days.
(b) Landlord's Right to Terminate. In the event of any such default by Tenant
then in addition to any other remedies available to. Landlord at law or in
equity, Landlord shall have the right, but no obligation, to terminate this
Lease and all rights of Tenant hereunder by giving written notice of such
intention to terminate. No act of Landlord shall be construed as
terminating this Lease except written notice given by Landlord to Tenant
advising Tenant that Landlord elect to terminate the lease. In the event
Landlord elects to terminate this Lease, then Landlord may recover from
Tenant:
(i) The worth at the time of award of any unpaid rent that had
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 amount of award exceeds the amount of such rental
loss Tenant proves 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 Tenant
proves could be reasonably avoided; plus
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(iv) Any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenant's failure to perform
its obligations under this Lease, and
(v) At Landlord's election, such other amounts in addition to or
in lieu of the foregoing as may be permitted from time to
time by applicable California law.
The term "rent;" as used herein, shall mean the minimum annual rent
and all other sums required to be paid by Tenant pursuant to the terms
of this Lease.
As used in subparagraph (i) and (ii), above, the "worth at the time of award" is
computed by allowing interest at the rate of 10 percent per annum. As used in
subparagraph (vi), above the worth at the time of award is computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus 1 percent.
(c) Landlord's Right to Relet. Landlord may elect, in the event of a default
by Tenant, to continue this Lease in full force and effect and to collect
rent as it becomes due under this Lease In such event, Landlord may enter
on and relet the Premises or any part thereof to a third party or third
parties for such time or terms and at such rental or rentals and on such
other terms and conditions as Landlord in its sole discretion may deem
advisable and shall have the right to make alterations and repairs to the
Premises Tenant shall be liable for all Landlords' costs in reletting,
including but not limited to remodeling costs required for the reletting.
In the event Landlord relets the premises, Tenant shall pay all rent due
under and at the times specified in this Lease, less any amount or amounts
actually received by Landlord from this reletting. After a default by
Tenant and continuing for so long as Landlord does not terminate this
Lease, Tenant shall have the right to assign or sublease the Premises with
the Landlord's consent, which shall not be unreasonably withheld. The
consent by Landlord to an assignment or sublease shall not release Tenant
from liability under this lease.
(d) Application of Rent from Reletting. In the event that Landlord elects to
relet all or a portion of the Premises following a default by Tenant, then
rent received by Landlord from the reletting shall be applied: first, to
the payment of any indebtedness other than rent due hereunder from Tenant
to Landlord; second, to the payment of any cost of the reletting; third, to
the payment of the cost of any alterations and repairs to the Premises;
fourth, to the payment of rent due and unpaid under this Lease. The
residue, if any, shall be held by Landlord and applied in payment of
future rent as the same may be come due and payable hereunder. Should
that portion of rent received from the reletting during any month, which
is applied to the payment of rent hereunder, be less than the rent
payable during that month by Tenant hereunder, lien Tenant shall pay
such deficiency to Landlord immediately on demand therefor by Landlord.
Such deficiency shall be calculated and paid monthly. Tenant shall also
pay to Landlord, as soon as ascertained, any costs and expenses incurred
by Landlord in such
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reletting or in making such alterations and repairs not covered by the rent
received from the reletting.
(e) Other Rights of Landlord. No act of Landlord, including but not limited to
Landlord's entry on the Premises, efforts to relet the Premises, or
maintenance of the Premises shall be construed as an election to terminate
this Lease unless a written notice of such intention is given to Tenant or
unless the termination thereof is decreed by a court of competent
jurisdiction.
XV. LANDLORD'S RIGHT TO CURE TENANT DEFAULTS
If Tenant breaches or fails to perform any of the covenants or provisions of
this Lease, Landlord may, but shall not be required to, cure Tenant's breach.
Tenant shall reimburse any sum expended by Landlord, with the then maximum legal
rate of interest to Landlord with the next due rent payment under this Lease.
XVI. SURRENDER OF POSSESSION
(a) Surrender of Possession. On the expiration or earlier termination of the
original or extended term of this Lease, Tenant shall surrender and yield
up peacefully and quietly to Landlord possession of the Premises in as good
condition as they were at the time of delivery of possession as herein
provided, reasonable wear and tear excepted;
(b) Trade Fixtures. On expiration or sooner termination of this Lease, Tenant
shall have the privilege and right at its own expense. To remove its
moveable furniture, machinery, equipment, signs, insignia and other indicia
of Tenant's tenancy or use. Any damage to the Building caused by such
removal shall be repaired at Tenant's expense. All attached fixtures and
improvements shall remain and become the property of Landlord.
XVII. SUBORDINATION
This Lease and the rights of Tenant hereunder shall be prior to any encumbrance
hereafter placed by Landlord on the Premises except, however, that if any lender
requires that this lease be subordinate to its encumbrance, this Lease shall be
subordinate to that encumbrance provided that any such encumbrance shall contain
the provision that neither the bolder thereof nor any purchaser at a foreclosure
sale shall deprive Tenant of the use and possession of the Premises, so long as
tenant shall fully comply with all the terms, covenants, and provisions of this
Lease. Tenant shall promptly execute any documents requested by a lender to
effect any subordination described herein and shall attorn to any purchaser at a
foreclosure sale or to any grantee named in a deed given in lieu of foreclosure.
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XVIII. CONDEMNATION
(a) Continuation of Lease on Partial Taking. Except as otherwise provided in
subparagraph (b), below, if any part of the Premises or the Building is
taken or condemned by right of eminent domain or sold under threat of
eminent domain for a public or quasi-public use, this Lease, as to the part
of the Premises so taken, shall terminate as of the date title vests in
the condemnor, but shall continue in full force and effect as to the part
of the Premises not taken.
(b) Termination for Partial or Total Taking. If Tenant's operations are or will
be substantially curtailed by a partial condemnation of the Premises (the
taking of any portion of the Building or of 30 percent or more of the
parking area that is not replaceable by Landlord from contiguous land shall
be deemed to render the use by Tenant of the premises unprofitable or
impractical so as to constitute substantial curtailment by partial
condemnation), Tenant shall have the right to cancel this Lease by giving
30 days' prior written notice to Landlord within 10 days after Tenant
receives notice of the taking that designates the precise area of the
Premises to be taken. If all of the Premises are taken or condemned, then
this Lease shall terminate as of the date title vests in the condemnor.
(c) Allocation of Award of Purchase Price Tenant shall have no claim to any
part of any award or purchase price for the taking, in whole or in part, of
the Premises, except for that portion of the price allocated to business
interruptions and relocation expenses.
XIX. ASSIGNMENT OR TRANSFER BY LANDLORD
Landlord may assign or transfer this Lease in Landlord's sole discretion.
Landlord covenants that any assignee or transferee shall assume and agree to be
bound by the terms of this Lease.
XX. ASSIGNMENT OR TRANSFER BY TENANT
Tenant shall not without Landlord's priors written consent (which consent shall
not be unreasonably withheld) assign, sublet, or transfer any or all of its
rights and privileges under this Lease, provided, however, that no such
assignment, subletting, or transfer shall operate to relieve Tenant of its
obligation for the performance of all of the terms and conditions of this Lease,
including the payment of the rent herein reserved.
XXI. NOTICES
All notices to Tenant shall be sent by registered or certified mail addressed to
the Tenant at its business offices or at such other address as the Tenant shall
designate in writing. All notices to the Landlord shall be sent by registered or
certified mail to the Landlord at any address as the Landlord shall designate in
writing. Notwithstanding any provisions in this Lease to the contrary concerning
modifications, a change in address may be effected by a registered or certified
letter sent by either party to the other. All payments to the Landlord under the
terms of
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this Lease shall be made at the address designated for notices to the Landlord
or, at Landlord's option, by electronic funds transfer to an account designated
by Landlord. If payments are made by electronic funds transfer, the transfer
shall occur on or as soon as possible after the first day of each month.
XXII. MODIFICATIONS
No modification, alteration, or amendment of this Lease shall be binding unless
in writing and executed by the parties hereto, their heirs, successors, or
assigns.
XXIII. ENTIRE AGREEMENT
Neither Landlord nor Tenant nor any of their agents have made any statement,
promises, or agreements verbally or in writing in conflict with the terms of
this Lease. Any and all presentations by either of the parties or their
agents made during negotiations prior to execution of this Lease and which
representations are not contained in the provisions hereof shall not be
binding on either of the parties hereto. Landlord and Tenant agree to
indemnify and hold each other harmless from any and all claims, costs, or
damages by any person or film claiming to have negotiated, instituted or
brought about this Lease. It is further agreed that this Lease contains the
entire agreement between the parties, and no rights are to be conferred on
Landlord or Tenant until this Lease has been executed by the Tenant.
XXIV. NUMBER AND GENDER
All terms and words used in this Lease, regardless of the number and gender in
which they are used, shall be deemed and construed to include any other number,
singular, or plural, and any other gender, masculine, feminine or neuter, as the
context or sense of this Lease or any paragraph or clause herein may require,
the same as if such words had been fully and properly written in the number and
gender.
XXV. COUNTERPARTS EXECUTION
This Lease may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original, but such counterpart
together shall constitute but one and the same instrument.
XXVI. NO JOINT VENTURE OR PARTNERSHIP
Landlord and Tenant are not and shall be considered neither joint venturers nor
partners and neither shall have the power to bind nor obligate the other except
as set forth herein.
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XXVII. HEADINGS
The Paragraph headings for this Lease are inserted only as a matter of
convenience and for reference, and in no way confine, limit, or describe the
scope or intent of any Paragraph of this Lease, nor in any way affect this
Lease.
XXVIII. SUCCESSORS AND ASSIGNS
The covenants and agreements herein contained shall be binding on, and shall
inure to, the benefit of the parties hereto and their respective heirs, legal
representatives, successors and assigns.
XXIX. ATTORNEYS' FEES
If any party hereto brings any suit, actions, counterclaim or arbitration to
enforce the provisions of the Lease (including without limitation enforcement
of any award or judgment obtained with respect to this Lease, the prevailing
party shall be entitled to recover a reasonable allowance of attorney's fees
and litigation expenses in addition to court costs. "Prevailing party" within
the meaning of this Section includes without limitation a party who agrees to
dismiss an action or proceeding upon the other's payment of the sums
allegedly due or performance of the covenants allegedly breached, or who
obtains substantially the relief sought by it. The parties shall bear their
own costs, litigation expenses, and attorneys' fees in any other matter. Each
party has been represented by counsel in the negotiation and execution of
this Lease.
XXX. BINDING ARBITRATION
If a dispute arises from or relates to this contract or the breach thereof and
if the dispute cannot be settled through direct discussions, the parties agree
to endeavor first to settle the dispute in an amicable manner by mediation
administered by the American Arbitration Association under its Commercial
Mediation Rules before resorting to arbitration. Thereafter, any unresolved
controversy or claim arising from or relating to this contract or breach thereof
shall be settled by arbitration administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules, and judgment on
the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
XXXI. GOVERNING LAW
The rights and obligations of the parties shall be governed by, and this Lease
shall be construed and enforced in accordance with the laws of the State of
California, excluding its conflict of laws rules to the extent such rules would
apply the law of another jurisdiction.
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XXXII. JURISDICTION AND VENUE
The parties hereto consent to the jurisdiction of all federal and state courts
in California, and agree that venue shall lie exclusively in Yuba County,
California.
XXXIII. CONSTRUCTION OF AGREEMENT
The parties have negotiated the terms of this Lease hereto, and no provision of
this Lease shall be construed against either party as the drafter thereof.
LANDLORD: TENANT:
FEATHER RIVER STATE BANK, a
/s/ Xxx Xxxxxx California corporation
-----------------------------------
Xxx Xxxxxx
/s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxx
----------------------------------- -----------------------------------
Xxxxxxx Xxxxxx Its: EXECUTIVE VICE PRESIDENT
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