(EXHIBIT 10.1(B))
GROUND LEASE
SOUTH RED BLUFF BRANCH
This Agreement, made and entered into this 31st day of July, 1980, by and
between Bank of America National Trust and Savings Association, a national
banking association, hereinafter called Tenant, and Allied Farms, Inc.,
hereinafter called Landlord.
ARTICLE 1
PREMISES AND TERM
Landlord hereby leases to Tenant and Tenant hereby hires from Landlord
those certain premises situated in the Xxxxxx Plaza Shopping Center (hereinafter
called the Center) in the City of Red Bluff, County of Tehama, State of
California, being approximately 8,400 square feet of land area, hereinafter
called the premises, as generally shown on attached Exhibit A, together with the
right to use in-common with others, the common areas of the Center. The
premises measure approximately 60 feet in front width by a depth of 140 feet,
adjacent to the existing K-Mart store facility. The exact location and
dimensions of the premises shall be established by a topographic and boundary
survey, subject to the mutual approval by Landlord and Tenant prior to Tenant's
construction. The initial term of this lease shall be for eight (8) years
commencing on the day Tenant receives a building permit for the construction of
its improvements, but not later than 150 days after the execution of this lease,
and shall terminate on the last day of the ninety-sixth (96th) full calendar
month, subject to the option to extend provisions contained in Article 13
hereof. Upon commencement of the lease term, Tenant and Landlord shall execute
an addendum to this lease establishing the exact dates of the term.
ARTICLE 2
RENT
Rent during the initial term of the lease shall be One-Thousand Six-Hundred
Sixty-six Dollars and Sixty-seven Cents ($1,666.67) per month due and payable on
the first of every month, in advance. Rent for partial months shall be
prorated.
ARTICLE 3
TAXES AND ASSESSMENTS
Tenant agrees to pay before delinquency all real property taxes and
assessments which are levied or assessed against the demised premises and/or the
improvements thereon during the term of this lease or any renewal thereof.
Tenant will pay before delinquency all taxes and assessments levied or
assessed against any trade fixture, equipment, or personal property placed or
kept by Tenant upon the demised premises during the term of this lease or any
renewal thereof.
Landlord will use its best efforts to have the demised premises separately
assessed, if possible, and have xxxxxxxx sent directly to Tenant from taxing
authority. If separate tax bills are not available, then the portion of the
taxes to be paid by Tenant shall be computed by (a) apportioning the taxes on
the buildings, in the xxxx, in the same ratio as the ground floor area in
Tenant's building bears to the entire ground floor area contained in the
buildings included in the xxxx; and (b) apportioning the taxes on the land,
outside of the common areas, in the xxxx, as the ground floor area in Tenant's
building bears to the entire ground floor area contained on land either built or
shown on Exhibit "A" as reserved for future building included in the tax xxxx.
The taxes on the common areas shall be apportioned as provided for in
Article 33. It is agreed that Tenant may take advantage of the provisions of
any statute or ordinance permitting such taxes and assessments to be paid over a
period of time and Tenant shall be obligated to pay only the installments of
such taxes and assessments which are attributable to the term of this lease.
All real property taxes and assessments for the partial years in which this
lease commences and terminates shall be apportioned between Landlord and Tenant
on a daily basis.
If it shall so desire, Tenant may at any time contest the validity of any
assessment, tax, or levy. In this event, Landlord will offer no objection and
at the request of Tenant, but without expense to Landlord, will cooperate with
Tenant in such contest. Tenant hereby agrees to indemnify and save Landlord
harmless against any and all loss, cost, expense of any kind in connection
therewith.
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Nothing herein contained shall be construed to require Tenant to pay any
franchise, estate, inheritance, succession, capital levy, or transfer tax of the
Landlord growing out of or connected with this lease of the Landlord's rights in
the demised premises or any income, excess profits or revenue tax.
ARTICLE 4
PUBLIC LIABILITY INSURANCE
Tenant agrees that it will at all times at its own expense during the term
of this lease maintain in force a policy or policies of comprehensive liability
insurance, including property damage, written by one or more responsible
insurance carriers which will insure Landlord and Tenant against liability for
injury to persons and/or property and death of any person or persons occurring
in or about the premises. Liability under such insurance shall not be less than
five hundred thousand dollars ($500,000) combined single limit. The insurance
provided for in this paragraph may be a general policy or policies covering all
of Tenant's properties. Additionally, if Tenant so desires it may self-insure
against the risks referred to in this paragraph. Tenant shall furnish Landlord
proof of the existence of the insurance policy or policies referred to in this
Article, if Landlord requests proof in written form to Tenant.
ARTICLE 5
FIRE INSURANCE
Tenant at its sole cost shall self-insure or maintain a normal fire
insurance policy with an extended coverage endorsement attached on the
improvements placed on the demised premises, in an amount of not less than
eighty percent (80%) of its full insurable value excluding foundations and
excavations. As long as his insurers so permit, Tenant hereby waives its rights
of recovery against Landlord for any loss insured by fire, extended coverage and
other property insurance policies. Tenant shall apply to its insurers to obtain
said waivers. Tenant shall obtain any special endorsements, if required by its
insurer to evidence compliance with the aforementioned waiver.
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ARTICLE 6
TENANT'S UTILITIES
Tenant agrees that it will arrange for and pay for all the fuel, gas, oil,
heat, electricity, water, power, and sewerage which may be furnished to or used
on the demised premises during the term of this lease, and dispose of its own
garbage and refuse from the premises.
ARTICLE 7
RIGHT OF INSPECTION
Landlord and the appropriate agents and employees of Landlord shall have
the right to enter upon said premises during business hours, to inspect the same
to see that no damage has been or is done to the premises, and to protect any or
all rights of Landlord and to post such reasonable notices as Landlord may
desire to protect the rights of Landlord.
ARTICLE 8
TENANT'S MAINTENANCE
Tenant shall keep and maintain, or cause to be kept and maintained, all
buildings, improvements, Tenant installed landscaping, appurtenances, and
adjacent sidewalks, which may at any time during the lease term be located upon
or adjacent to the demised premises in good condition and repair and in a clean,
attractive and sanitary condition, reasonable wear and use and damage from
casualties excepted.
ARTICLE 9
USE
Tenant agrees that it will not use the premises for, or carry on, or permit
upon said premises any offensive, noisy or dangerous trade, business,
manufacture or occupation or any nuisance or anything against public policy, and
that the premises shall not be used in whole or in part during the term of this
lease for any purpose or use in violation of any of the laws, ordinances,
regulations or rules of any public authority at any time applicable thereto.
The demised premises shall be used for a commercial branch banking office, or
any other financial or
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office use. Any other use shall require the prior written consent and approval
from Landlord, which consent shall not be unreasonably withheld.
ARTICLE 10
HOLDING OVER
Should Tenant hold over the term hereby granted with the consent of
Landlord, the term of this lease shall be deemed to be and shall be extended at
the monthly rent then in effect, and otherwise upon the covenants and conditions
in this lease contained, until either party serves upon the other thirty (30)
days written notice reciting therein the effective date of cancellation and upon
said date this lease as so extended shall terminate.
ARTICLE 11
ASSIGNMENT AND SUBLETTING
ASSIGNMENT. It is hereby covenanted and agreed by and between the parties
hereto that, provided Tenant shall remain liable for all terms and conditions of
this lease, Tenant may, subject to the conditions hereinafter set forth, assign
its interest in and to this lease in the manner hereafter provided, upon
condition that at the date of assignment Tenant shall not then be in default of
any of the covenants and conditions herein contained to be kept, observed and
performed by Tenant, and provided also that such assignment by Tenant shall be
evidenced by an instrument in writing, duly executed and acknowledged by both
Tenant and the assignee before a notary public or other officer authorized by
law to take acknowledgments and duly recorded in the Recorder's Office of the
County of Tehama, wherein and whereby such assignee shall expressly accept and
assume all of the terms, covenants and conditions in this lease contained to be
kept, observed and performed by Tenant, and shall become bound to comply
therewith, and an executed original of such instrument of assignment shall be
delivered to Landlord wherein shall also appear the specific place of business
or residence of the said assignee. The Tenant further covenants and agrees that
it will not make any assignment of this lease, except in the manner and upon the
conditions set forth herein, and it is agreed by and between the parties hereto
that any assignment by Tenant of its interest in and to this lease without
complying with the covenants and conditions aforesaid shall be null and void.
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SUBLETTING. It is further mutually agreed between the parties hereto that,
provided Tenant shall remain liable for all terms and conditions of this lease,
Tenant may sublet all or any part of any building and/or improvements upon the
land hereunder demised for any period or periods within the term hereby demised,
provided that the lease or leases under which subleasing shall be made are
subject to all of the covenants, agreements and conditions of this lease, and
provided further, that upon the termination of this lease such subleases shall
IPSO FACTO be terminated, provided also, that the receipt by Landlord from any
subtenant or subtenants of Tenant of any rent due to Tenant be received and
applied by Landlord toward the payment of the rent hereby reserved shall not be
taken and construed as a release of Tenant from any of its liabilities
undertaking the covenants and agreements hereunder, except to the extent of the
monies so received by said Landlord.
Any sublease by Tenant shall be evidenced by an instrument in writing, a
short form of which, suitable for recording, shall be duly executed and
acknowledged by both Tenant and the sublessee before a notary public or other
officer authorized by law to take acknowledgments and duly recorded in the
Recorder's Office of the County of Tehama. Any such sublease shall provide that
such sublessee shall expressly agree to take said sublease subject to all of the
terms, covenants and conditions in this lease contained to be kept, observed and
performed by said sublessee. A conformed copy of such instrument of sublease
and the short form thereof shall be delivered to Landlord, in which sublease
shall also appear the specific place of business or residence of said sublessee.
LANDLORD'S CONSENT. Landlord's consent shall not be required for an
assignment or sublease by Tenant, provided the demised premises are used in
accordance with those permitted uses stated in Article 9 herein. For any other
use of all or any portion of the demised premises shall require the prior
written consent and approval from Landlord, which consent shall not be
unreasonably withheld.
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ARTICLE 12
REMOVAL OF TRADE FIXTURES
Trade fixtures and furniture, including, but not limited to, the vault
door, any walk-up windows, and any automatic teller machines installed in the
demised premises at the cost of Tenant prior to or during the term of this lease
or any extensions thereof, shall be the property of Tenant, and Tenant shall
have the right to remove these from the demised premises at the end of the term
of this lease. If Tenant so elects, these trade fixtures and furniture may be
abandoned. In the event Tenant removes any such trade fixtures or furniture,
Tenant shall repair any damage to the demised premises caused by the removal
thereof.
ARTICLE 13
OPTIONS TO EXTEND
Provided Tenant is not in default under any of the terms, covenants and
conditions hereof at the time of the exercise of its option, Tenant shall have
four (4) consecutive options to extend the term of this lease for a period of
eight (8) years each.
Each such option shall be exercised by Tenant giving Landlord a written
notice that it is exercising the same at least six (6) months prior to the date
upon which this lease would otherwise terminate if such option were not
exercised. In computing this six (6) month period the provisions of Article 10
shall be disregarded. Any extended term hereof, pursuant to the exercise of
said option or options, shall be subject to all of the terms, covenants and
conditions of this lease, save and except that the rental for the applicable
extended term or terms shall be the fair market rental value of the demised
premises as of the time of the commencement of the applicable extended term. If
the parties hereto shall be unable to agree as to the fair market rental value
for the extended term or terms, then it shall be determined by arbitration in
accordance with the rules of the American Arbitration Association then in effect
and judgment upon the award may be entered in any court having jurisdiction
thereof. Any improvements constructed on the demised premises by Tenant at its
expense shall not be taken into consideration by determining the fair market
value. In the event the monthly rental for the first extended term hereof is
not determined prior to the commencement of such extended term, Tenant shall pay
Landlord monthly rental at
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the rate payable during the immediately preceding extension until such monthly
rental is determined. In the event the monthly rental as finally determined
exceeds the monthly rental therefore paid by Tenant to Landlord for any such
extension, rental shall be due following the determination of such monthly
rental in addition to the monthly rental due for said month, an amount equal to
the sum total of the difference between monthly rental therefore paid to
Landlord by Tenant during such extended term and the actual monthly rental so
determined to be due hereunder for such portion of the extended term. In the
event the monthly rental as actually determined for the extended term is less
than that theretofore paid to Landlord by Tenant, Landlord shall remit to
Tenant, following the determination of such monthly rental, an amount equal to
the sum total of the difference between monthly rental theretofore paid to
Landlord by Tenant during such extended term and the actual monthly rental so
determined to be due hereunder for such portion of the extended term. However,
in no event shall the monthly rental during any extended period be less than One
Thousand Six-Hundred and Sixty-six Dollars and Sixty-seven Cents ($1,666.67).
ARTICLE 14
CONDEMNATION
ENTIRE OR SUBSTANTIAL TAKING. If title to all of the premises or so much
thereof be taken for any public or quasi-public use under any statute by right
of eminent domain, or by private purchase in lieu thereof, so as to prevent a
reasonable amount of improvement and reasonably suitable for Tenant's continued
occupancy for the uses and purposes for which the premises are leased, this
lease shall terminate as of the date that possession of said premises, or any
part thereof, be taken and rent and other charges shall be adjusted as of such
date.
PARTIAL TAKING. If any part of the premises shall be so taken, including
any portion of any building or improvements thereon, and the remaining part
thereof (after reconstruction of the then existing building in which the
premises are located) is reasonably suitable for Tenant's continued occupancy
for the purpose and uses for which the premises are leased, this lease shall, as
to the part so taken, terminate as of the date that possession of such part of
said premises be so taken and the rent shall be reduced in the same proportion
that the land area taken bears to the original
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land area demised, and Tenant shall, at its own cost and expense, make all
necessary repairs or alterations to the building and improvements situated
thereon so as to constitute the portion of the building and improvements not
taken as a complete architectural unit.
DISPOSITION OF PROCEEDS. There shall be a joint award or settlement made
to and with Landlord and Tenant for such part of the premises so taken, and any
sums legally recoverable are to be paid therefore, including damage to the
leasehold interest, if any, the fee and the remainder. The proceeds of such
joint award, settlements or compensation (or any separate awards, settlements or
compensation made in lieu thereof), which sums so legally recoverable are paid,
shall be distributed as follows: (i) the amount required for the restoration or
rehabilitation of any building or improvements (in the event of taking) shall be
paid to Tenant to be used solely for that purpose, (ii) such portion of said
proceeds as shall represent Tenant's depreciated cost of improvements or
building made or erected on the premises by Tenant shall be paid to Tenant. The
team "depreciated cost" within the meaning of this section means the amount
which is then Tenant's adjusted cost basis of said building and improvements
should Tenant depreciate said building and improvements over the then-remaining
term of this lease including the option periods; (iii) the residue of said
proceeds shall belong to and be paid over to Landlord on his proper share of
said award, settlement or compensation. Notwithstanding the foregoing, said
residue shall be in any event an amount not greater than the value of the land
leased hereunder if taken in its entirety by right of eminent domain, or in the
event that part of said leased land is taken, then the value of such part plus
the damages, if any, caused to the remaining portion shall be the amount
included in said residue; it is being understood that said value and said
damages shall be determined and ascertained as of the date of said taking by
right of eminent domain and shall be determined and fixed in said eminent domain
proceedings and shall in no event include the value of any improvements on said
land leased.
FURTHER ASSURANCE. Each party agrees to execute and deliver to the other
all instructions that may be required to effectuate the provisions hereof.
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ARTICLE 15
QUIET ENJOYMENT
Landlord agrees that so long as Tenant is not in default hereunder, Tenant
shall have the quiet enjoyment of the demised premises without let or hindrance
on the part of Landlord, and Landlord will warrant and defend Tenant in the
peaceful and quiet enjoyment of the demised premises against the lawful claims
of all persons claiming by, through or under Landlord, its successors, heirs, or
assigns, including any buyer of all or part of Landlord's interest.
ARTICLE 16
DEFAULT
This lease is made upon the condition that:
(a) If default be made in payment of the rent and such default shall
continue for more than thirty (30) days after receipt of written demand by
Landlord to Tenant therefor, or
(b) If Tenant fails or neglects to perform any of Tenant's other
obligations hereunder for a period of thirty (30) days after receipt of
written demand by Landlord to Tenant for such performance, provided,
however, that Tenant's obligation in this respect shall be fully satisfied
where the default cannot be cured within said thirty (30) days, if Tenant
starts to cure same within said period, and thereafter diligently proceeds
to complete the curing of the said default, or
(c) If the estate hereby created shall be levied upon by a writ of
execution or similar writ and such writ shall not be canceled, satisfied or
otherwise removed within ninety (90) days after notice to Landlord, or in
any event prior to execution thereof, or
(d) If Tenant shall be adjudicated a bankrupt or insolvent according to
law, or if any assignment of its property shall be made for the benefit of
creditors, then and in any of said events, Landlord or the legal
representative of Landlord shall have the remedies herein provided.
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In the event of any such default or breach by Tenant, Landlord may at any
time thereafter, upon written notice to Tenant, or Tenant's representative,
terminate this lease and Tenant's right to possession of the premises. In
addition, in any of said events, Landlord shall have the immediate right of re-
entry and right to remove all persons and property from the leased premises and
store such property in a public warehouse or elsewhere at the cost of and for
the account of Tenant, without service of notice or resort to legal process, and
Landlord shall not thereby be deemed guilty of trespass or become liable for any
loss or damaged occasioned thereby. A re-entry by Landlord without written
notice terminating this lease shall not constitute a termination of this lease
or of Tenant's possession of the premises.
Whether or not the lease is terminated, Landlord shall be entitled to
recover from the Tenant costs and expenses, including but not limited to, for
cleaning, removal of property, repairs and alterations, commissions required in
reletting the premises, and Landlord's reasonable attorney's fees and court
costs. All unpaid rent or other sums shall bear interest from the date due at
the rate of ten percent (10%) per annum.
Landlord may terminate this lease and Tenant's right to possession of the
premises only by first sending a written notice to that effect to Tenant or
Tenant's representative. Even though Tenant has defaulted or breached this
lease and abandoned the property, the lease shall continue in effect for so long
as Landlord does not so terminate Tenant's right to possession and Landlord may
enforce all of his rights and remedies under the lease including the right to
recover rent as it becomes due.
Upon a termination of this lease, in addition to all other damages that
Landlord is entitled to recover from Tenant, Landlord shall also be entitled to
recover from Tenant the worth of the amount by which the unpaid rent for the
balance of the term of the lease exceeds the amount of such rental loss that
Tenant can prove could be reasonably avoided by Landlord.
The rights and remedies of Landlord are cumulative, and the use of one
remedy shall not be taken to exclude or waive the right to the use of another.
If Landlord is compelled to commence or sustain an action at law or in equity to
collect the stipulated rent or any additional rent or any costs or expenses
provided for in this lease or to dispossess Tenant or to recover
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possession of or to relet the premises or to enforce or defend any of Landlord's
rights, Tenant shall pay all costs in connection therewith including a
reasonable fee for the attorney of 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 default
if Landlord commences performance within such thirty (30) day period and
thereafter diligently prosecutes the same to completion.
ARTICLE 17
INDEMNIFICATION
Tenant covenants to indemnify and save Landlord harmless from and against
any and all claims, arising from any action, omission or negligence of Tenant,
or of the agents, contractors, servants, employees or licensees of Tenant or any
subtenant, or arising from any accident, injury or damage whatsoever caused to
any person or to the property of any person, firm or corporation occurring
during the lease term in and about the premises (except, however, those
resulting from the acts, omission or negligence of Landlord or its agents,
contractors, servants or employees), and from and against all costs, expenses
and liabilities incurred in or in connection with any such claim or any action
or proceeding brought thereon; provided, however, Landlord shall not admit
liability therefor or pay or enter into any agreement for the payment or
compromise of any such claim or claims without Tenant's prior consent. Tenant,
upon payment to Landlord of Tenant's full liability to Landlord hereunder with
respect to any such occurrence, shall thereby be subrogated to any rights of
Landlord against any other parties whomsoever (other than Landlord's insurers,
if any) in connection therewith to the extent of the payment so made by Tenant;
and Landlord shall cooperate with Tenant in pursuit by Tenant of any of its
rights under this section.
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Landlord covenants to indemnify and save Tenant harmless from and against
any and all claims, arising from any action, omission or negligence of Landlord,
or its agents, contractors, servants, employees or licensees, or arising from
any injury or damage whatsoever caused to any person or to the property of any
person, firm or corporation occurring during the lease term in or about the
shopping center, except only the portion thereof covered by Tenant's covenant
above (except, however, those resulting from the acts, omission or negligence of
Tenant, or subtenant), and from and against all costs, expenses and liabilities
incurred in or in connection with any such claim or any action or proceeding
brought thereon. Landlord, upon payment to tenant of Landlord's full liability
to Tenant hereunder with respect to any such occurrence, shall thereby be
subrogated to any rights of Tenant against any other parties whomsoever (other
than Tenant's insurers, if any) in connection therewith, to the extent of the
payment so made by Landlord.
ARTICLE 18
SUBORDINATION
Upon written request by Landlord, Tenant shall execute and deliver an
agreement subordinating this lease to any first mortgage or deed of trust upon
the demised premises; provided, however, such subordination shall be upon the
express condition that the validity of this lease shall be recognized by the
mortgagee, and that, notwithstanding any default by the mortgagor with respect
to said mortgage or any foreclosure thereof, Tenant's possession and right of
use under this lease in and to the demised premises shall not be disturbed by
such mortgagee unless and until Tenant shall breach any of the provisions hereof
and this lease or Tenant's right to possession hereunder shall have been
terminated in accordance with the provisions of this lease.
ARTICLE 19
TENANT IMPROVEMENTS
Landlord hereby grants to tenant the right to build certain improvements in
accordance with all applicable local and state laws and regulations, and
according to the development plans of Tenant, consisting of a single story
mezzanine building of approximately 6,000 square feet of ground floor area with
two walk-up windows. Tenant shall install, at its own costs, in a first class
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workmanlike manner, all building improvements for its own use, to be harmonious
with the K-Mart store facility in the Center. Prior to construction of its
improvements, Tenant shall submit to Landlord a set of plans, showing Tenant's
floor plan and exterior elevations, for Landlord's approval, which approval
shall not be unreasonably withheld. Landlord shall have fifteen (15) working
days to review said plans and unless Landlord objects in writing to Tenant
during said fifteen (15) day period, Landlord's approval shall be deemed given.
It is further understood that Tenant shall have the right during the term of
this lease to expand its building an additional 2,400 square feet of ground
floor area at the rear portion of the building.
ARTICLE 20
NOTICES
All notices, including statements, demands, requests, consents, approvals,
authorizations, offers, agreements, appointments, designations, or refusals, but
not limited to these, by either party to the other shall be in writing and shall
either be served upon the party or sent by United States registered mail, return
receipt requested, postage prepaid. If sent by mail, the same shall be
addressed to Landlord and Tenant, as the case may be, at the following
addresses, or to such address as the parties hereto shall designate from time to
time. The addresses are:
Landlord: Allied Farms, Inc.
c/o Xxxxxxx Xxxxxx
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Tenant: Bank of America, N.T. & S.A.
Premises and Real Properties Department
000 Xxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
The date of said notice shall be the date on which such notice is deposited
in a post office of the United States Postal Service.
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ARTICLE 21
AGREEMENTS IN WRITING
There are no oral agreements or understandings between the parties hereto
affecting this lease, and this lease supersedes and cancels any and all previous
negotiations, arrangements, agreements, agreements and understandings, if any,
between the parties hereto with respect to the subject matters thereof, and none
thereof shall be used to interpret or construe this lease.
ARTICLE 22
NO ORAL CHANGES
This lease may not be changed orally but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change, modification
or discharge is sought.
ARTICLE 23
ASSIGNEES BOUND
Subject to the provisions of this lease with respect to assignment by
Tenant, the covenants, conditions and provisions contained herein shall be
binding upon and inure to the benefit of Landlord, its successors and assigns,
and Tenant, its successors and assigns.
ARTICLE 24
LIENS
Tenant at all times shall keep the premises and property in which the
premises are situated free from any liens arising out of any work performed,
material furnished, or obligations incurred by Tenant. Tenant shall save,
indemnify and hold Landlord harmless from any and all claims, actions, demands
or damages arising from any such liens (including without limitation any and all
cost).
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ARTICLE 25
DESTRUCTION
If any buildings or improvements on the premises are partially or totally
destroyed or damaged by a risk covered by the insurance referred to in
Article 5, except to the extent herein provided, Tenant shall restore, or cause
to be restored, such damage or destruction; provided, however, Tenant may, at is
sole option, remove such damaged or destroyed building or improvements as it, in
its sole option, may elect, and replace it with a new building or improvements,
provided said new building or improvements are comparable in value to those
being replace. Any insurance proceeds available, whether from Tenant's self-
insurance or otherwise, shall be the property of Tenant, and Landlord shall have
no interest therein.
In the event the building and/or improvements on the premises are damaged
or destroyed (a) within the last four (4) years of the then-existing term of
this lease, or any extended term thereof, and (b) to such an extent that
restoration in the original form or construction of new improvements is not
economically feasible in the sole opinion of Tenant, this lease may be
terminated at Tenant's option by notice to Landlord within ninety (90) days
following any such damage or destruction, and if such damage or destruction is
covered by the insurance referred to in Article 5 hereof, Tenant shall pay to
Landlord the proceeds of such insurance.
ARTICLE 26
ARBITRATION
Any question, dispute, controversy or misunderstanding arising under any
provision of this lease shall be settled by arbitration. The party asking for
arbitration shall request arbitration through the American Arbitration
Association and the rules and decision of that association then in effect shall
be binding unto the parties hereto. The expense of the arbitration shall be
borne as the American Arbitration Association directs.
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ARTICLE 27
SIGNING
Tenant shall have the right to install, paint and affix signs upon the
demised premises, subject to the required approval of all appropriate
governmental authorities, and complying with all applicable laws, and all
restrictions of record.
It is further understood that Tenant shall have the right to place a pylon
type sign at any entrance to the shopping center or if Landlord installs a sign
advertising the shopping center on South Main Street, then on such sign. Exact
size and location of said pylon signs shall be subject to Landlord's approval,
which approval shall not be unreasonably withheld, and shall be subject to the
required approval of all appropriate governmental authorities, and complying
with all applicable laws and restrictions of record. Tenant shall be solely
responsible for all costs and taxes in connection with the installation,
maintenance and operation of said pylon and other signs.
ARTICLE 28
OWNERSHIP OF IMPROVEMENTS
All improvements made by the Tenant on the demised premises shall remain
the property of the Tenant for the term of this lease, or extension or renewal
thereof. Except for the right of removal provided for in Article 12, said
improvements shall become the property of the Landlord upon the termination of
the lease and vacation by tenant.
ARTICLE 29
GOVERNMENTAL PERMITS AND APPROVALS
The obligations of Tenant hereunder are expressly conditioned upon Tenant
obtaining from the appropriate governmental authorities an unlimited use permit,
if required, and a building permit for the installation and use of building on
the demised premises in accordance with plans of development as shown on
Exhibit "A" attached hereto.
Tenant will order, at its expense, immediately following execution of this
lease, a soils engineering report and a topographic and boundary survey on the
demised premises. Tenant shall
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have the right to terminate this lease in the event said investigations reveal
conditions that will result in a substantial increase in costs to construct
Tenant's improvements or impair Tenant's rights and use thereon. Tenant's right
to terminate this lease either for failure of its obtaining permits from
governmental authorities or due to soil conditions shall expire unless exercised
by written notice given to Landlord within 150 days from the execution of this
lease.
ARTICLE 30
SHORT FORM LEASE
The parties hereto agree to execute this lease, or at Tenant's election, a
short form thereof, in a manner so that it may be recorded in the Office of the
County Recorder, Tehama County.
ARTICLE 31
TIME
Time is of the essence of this lease.
ARTICLE 32
TITLE INSURANCE
After full execution of this lease, but prior to Tenant's obligation to
perform hereunder, Landlord will provide, a standard leasehold policy of Title
Insurance in the amount Five Hundred Ninety-two Thousand Dollars ($592,000)
issued by Western Title Insurance Company, naming Tenant as the insured, free
and clear, except for those exceptions expressly approved in writing by Tenant.
The cost of this policy will be paid 200/592 by Landlord and the balance by
Tenant.
ARTICLE 33
COMMON AREA MANAGEMENT
Landlord hereby agrees that it shall, at all times during the term of this
lease, including extensions, property construct, operate, furnish and maintain
all common areas in good condition and repair. Tenant agrees to reimburse
Landlord for a proportionate share of the costs of
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maintenance, utilities, real estate taxes and insurance for the parking and
common areas. The maintenance costs shall include a management fee of five
percent (5%) of the foregoing items, except that the five percent (5%) shall not
be calculated on the real property taxes. Tenant's pro rata share of common
area expenses shall be determined by applying the following ratio to the total
common area costs:
Numerator: 8,400 square feet
Denominator: 131,900 square feet
When buildings have been constructed on all of the frontage allowable for
buildings (except the K-Mart expansion area), then the Numerator and Denominator
above specified shall be modified to the actual square footage of the
constructed buildings on Tenant's premises and on the entire shopping center in
accordance with the actually constructed buildings as they exist from time to
time. Tenant shall be billed for its pro rata share of common area expenses at
reasonable intervals not more frequently than monthly, and the statement shall
show in reasonable detail the actual common area costs and expenses. Tenant
shall pay the xxxx promptly on receipt thereof. Tenant at al times shall have
access to the books and records of Landlord with respect to the total costs of
utilities and maintenance of parking areas and common areas so as to ascertain
that Tenant is paying its proper share thereof.
ARTICLE 34
ACCESS AND PARKING
At all times during the term of this lease, customers, employees, invitees
and agents of Tenant shall have access to and from the demised premises
(including access to Public streets) as outlined on Exhibit A, attached hereto.
The customers, agents, employees and invitees of Landlord and Tenant shall have
mutual and non-exclusive reciprocal rights to use the entire parking area of the
shopping center throughout the term of this lease and no improvements shall be
erected which would interfere with or diminish the extent of the parking areas.
It is further agreed that throughout the term of this lease, Landlord shall at
all times provide at least 475 parking spaces with respect to the shopping
center premises, provided, however, that if
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Landlord, due to governmental action (e.g., condemnation), is unable to provide
the minimum number of spaces specified, Tenant shall be released from its
obligation hereunder.
Adequate parking for the entire shopping center has been provided
sufficient for future expansion of Tenant's business premises. In the event
that actions of Landlord (e.g. construction of additional improvements) reduces
the parking ratio required by governmental authorities so that Tenant is unable
to expand its premises as outlined, Tenant shall have the right to terminate
this lease upon ninety (90) days' written notice, unless Landlord is able to
provide within said time the additional parking spaces required for expansion of
Tenant's premises. The Landlord shall provide 475 parking spaces in accordance
with the development plan for the Center.
ARTICLE 35
TERMINATION OF LESSORS' RESPONSIBILITY
In the event Landlord shall convey its fee interest, or any part thereof,
in all or a portion of the Shopping Center, Landlord shall be automatically
freed and relieved, from the date of such transfer or conveyance, of all
liability for the performance of any obligation on the part of Landlord
contained in this lease thereafter to be performed with respect to the property
conveyed. The obligations contained in this lease on the part of Landlord shall
be binding on Landlord only during and in respect to its period of ownership.
Landlord shall remain liable for any default incurred prior to the date of
conveyance. The transferee of such interest in the premises shall be deemed,
without any further agreement between the parties or their successor in
interest, to have
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assumed and agreed to carry out any and all of the covenants and obligations of
the Landlord under this lease.
IN WITNESS WHEREOF, the parties hereto have executed this lease on the day
and year first above written.
ALLIED FARMS, INC. BANK OF AMERICAN NATIONAL TRUST
"Landlord" AND SAVINGS ASSOCIATION
"Tenant"
By: [text illegible], President /s/ Xxxxxxx X. [text illegible],
--------------------------- --------------------------------
Vice President
By: /s/ Xxxxxxx Xxxxxx, Secretary /s/ Xxxxxxx X. Xxxxxxx, AVP
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