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EXHIBIT 10.1
Placerville branch lease dated June 23, 1987 as amended.
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AMENDMENT TO THE LEASE RENEWAL AGREEMENT
dated August 27, 1996 extending the term of the Lease Agreement
dated June 23, 1987 by and between:
Western Sierra National Bank, Tenant and;
Xx. Xxx X. Xxxxxxxx, the then Landlord (Lessor)
Note: Any reference to the 'Lease Agreement' in the following paragraphs is to
that certain Lease Agreement dated June 23, 1987; by and between Xxx X.
Xxxxxxxx, "Landlord" and Western Sierra National Bank, "Tenant".
The Carriage Trader Shopping Center, a portion of which are the premises leased
by Tenant at 0000 Xxxxxxxx, Xxxxxxxxxxx, XX 00000; were bought by Xxxxxxxx and
Xxxxxx Xxxxx on July 22, 1997 from Xxx X. Xxxxxxxx. Tenant and the current
Landlord hereby agree that;
1. Tenant, Western Sierra National Bank shall not relocate or 'downsize' to
2,000-3,000 sq. ft. at the current location or at a smaller facility within
the Carriage Trade Shopping Center before July 31, 1999. Any such move at a
later date shall still be only upon a minimum one year's written notice.
The current Landlord, Xxxxxxxx Xxxxx, agrees to a total monthly rent of
$5,000.00, inclusive of all the 'Miscellaneous Costs (per clause 46 of the
Lease Agreement), tax increases (per clause 45 of the Lease Agreement
taking into account the recent Sale/Purchase of the Shopping Center) and
Cost of Living Increases (per clause 4B of the Lease Agreement: "Increases
in Minimum Rent) to date. The new monthly rent shall be effective August 1,
1997 and Tenant shall reimburse Landlord for the August and September 1997
rent shortage in the amount of $890.90 payable with the October 1997 rent.
2. All other Terms and Conditions of the Lease Agreement shall remain the
same; particularly the provisions for the future annual Increase in Minimum
rent (clause 4B) and any utility charges (Tenant's share of water charges
per clause 19) shall apply. The total monthly rent payment shall be subject
to future Cost of Living increases.
3. Should the Tenant choose to relocate to a smaller space within the Shopping
Center or 'downsize' at the current location, the cost of such a move and
that of all related Tenant Improvements or Modifications shall be at
Tenant's sole expense. However, if it is mutually acceptable for the Tenant
to occupy a smaller portion of the premises at the current location, Tenant
shall, at its sole expense, reconstruct/remodel the premises for its own
use at the western end. The necessary 'alterations' shall be made according
to the provisions of clause 9.A of the Lease Agreement. In either case,
should Tenant 'downsize to 2,500 sq. ft. or less, the new lease rate for
the smaller space shall be three per cent (3%) higher on a per sq. ft.
basis compared to the then applicable lease rate under the Lease Agreement.
/s/ XXXXXXXXX XXXXX /s/ XXXXXXXX XXXXX
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Western Sierra National Bank, Tenant Xxxxxxxx Xxxxx, Landlord
SVP/CAO
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Title
Date: 9-24-97 Date: 9/24/1997
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LEASE RENEWAL AGREEMENT
Whereas Western Sierra National Bank and Xxx X. Xxxxxxxx entered into a Lease
Agreement June 23, 1987 covering premises at 0000 Xxxxxxxx, Xxxxxxxxxxx,
Xxxxxxxxxx and extended that agreement by memorandum December 27, 1991.
This extended lease term will expire June 30, 1997 and the undersigned parties
herewith agree to extend the lease for an additional five years under the same
terms and conditions as the Lease Renewal Agreement of 1991 with the following
modification:
At any time after June 30, 1998, upon one year written notice, Western
Sierra National Bank may terminate their lease of 6,500 square feet of
building space in the Carriage Trade Shopping Center in exchange for a
smaller facility in that center of 2,000 to 3,000 square feet in size.
Monthly rental would be reduced proportionately and occupancy would
continue through the balance of the extended term until June 30, 2002.
Agreed this 27th day of August, 1996
/s/ [SIG] /s/ XXX X. XXXXXXXX
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Western Sierra National Bank Xxx X. Xxxxxxxx, Lessor
Pres/CEO
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Title
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LEASE
1. PARTIES. This Lease is made this 23rd day of June, 1987, by and
between XXX X. XXXXXXXX (herein called "Landlord") and Western Sierra National
Bank (herein called "Tenant" whether one or more.
2. PREMISES. Landlord does hereby lease to Tenant and Tenant hereby
leases from Landlord that certain space (herein called "Premises") located in
the County of El Dorado, State of California, and described as follows: A
retail store building of 6,500 square feet (gross) being a portion of the
premises formerly leased to Xxxxx Stores, Inc., now divided and known as 0000
Xxxxxxxx, Xxxxxxxxxxx.
This lease is subject to the terms, covenants and conditions herein
set forth and the Tenant covenants as a material part of the consideration for
this Lease to keep and perform each and all of said terms, covenants and
conditions by it to be kept and performed.
3. USE. Tenant shall use the Premises for a bank and shall not use or
permit the Premises to be used for any other purpose.
4. RENT.
4.A. MINIMUM RENT. Tenant agrees to pay to Landlord as Minimum Rent,
without notice or demand, the rent of $195,000.00 in installments as follows:
Fifty four equal payments of $3,611.11 each to be paid the first day of each
month commencing January 1, 1988.
The 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.
4.B. INCREASES IN MINIMUM RENT. In addition to the minimum rental,
upon the first anniversary of said Lease the rental payments shall be increased
in direct proportion to any increase in the cost of living over the previous
year based on figures released by the U.S. Department of Labor for the San
Francisco (Northern California) region. Example: If the cost of living shall
increase 10% over the first year of this Lease, the monthly rental payments
shall be increased 10% upon the Lease anniversary and thereafter. Should
similar increases occur in subsequent years, each successive anniversary the
rental shall be increased additionally by such amounts proportionate to the rise
in living costs over the previous year. In the event that the cost of living
shall decrease, then rental shall be reduced on the same basis as above except
that in no event shall the monthly payments be reduced below the monthly
payments set forth in the rental paragraph above. If Landlord waives these
rental increases for any year(s) and elects to charge the increases for
subsequent years, the cost of living increase shall be determined by comparing
the then current cost of living index with the index that was in effect on the
date the lease term commenced.
5. TERM. The Lease shall be for a term of five years commencing on July
1, 1987, and ending on June 30, 1992.
6. SECURITY DEPOSIT. Concurrently with Tenant's execution of this Lease,
Tenant has deposited with Landlord a sum equivalent to the first month's rent.
Said sum shall be held by Landlord as security for the faithful performance by
Tenant of all the terms, covenants, and conditions of this Lease to be kept and
performed by Tenant during the term hereof. If Tenant defaults with respect to
any provision of this Lease, including, but not limited to the provi-
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sions 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 of
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 Tenant's 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. In the event of termination of Landlord's
interest in this Lease, Landlord shall transfer said deposit to Landlord's
successor in interest.
7. POSSESSION. If Landlord, for any reason whatsoever, cannot deliver
possession of the said Premises to Tenant at the commencement of said term, as
hereinbefore specified, this Lease shall not be void or voidable, nor shall
Landlord be liable to Tenant for any loss or damage resulting therefrom; but in
that event there shall be a proportionate deduction of rent covering the period
between the commencement of the said term and the time when Landlord can deliver
possession.
8. USES PROHIBITED. Tenant shall not use, or permit said Premises, or any
part thereof, to be used, for any purpose or purposes other than the purpose or
purposes for which the said Premises are hereby leased; and no use shall be made
or permitted to be made of the said Premises, nor acts done, which will increase
the existing rate of insurance upon the building in which said Premises may be
located, or cause a cancellation of any insurance policy covering said building,
or any part thereof, nor shall Tenant sell, or permit to be kept, used, or sold,
in or about said Premises, any article which may be prohibited by the standard
form of fire insurance policies. Tenant shall, at his sole cost and expense,
comply with any and all requirements, pertaining to said Premises, of any
insurance organization or company, necessary for the maintenance of reasonable
fire and public liability insurance, covering said building and appurtenances.
9. ALTERATIONS AND ADDITIONS; LANDLORD'S LIEN.
9.A. 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 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 and alterations, additions, or improvements made by Tenant,
designated by Landlord to be removed, and Tenant shall, forthwith and with all
due diligence, at is sole cost and expense, repair any damage to the Premises
caused by such removal. For any period during which Tenant fails to so remove
and repair, rent shall continue to accrue and Landlord may, but shall not be
obligated to, remove Tenant's property, repair any damage, and collect from
Tenant the costs thereof as well as rent.
9.B. Notwithstanding the provisions of Article 10.A. in the event
Tenant shall "default" as defined in Article 22 below, Landlord shall have a
lien upon all of Tenant's movable furniture, trade fixtures and improvements to
the Premises which lien shall constitute Landlord a secured creditor with all
rights and remedies provided by the California Commercial Code.
10. ASSIGNMENT AND SUBLETTING.
10.A. Tenant shall not either voluntarily, or by operation of law,
assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any
interest therein, and shall not sublet the 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
con-
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sent 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 consent shall be void, and shall, at the option of the
Landlord, constitute a default under the terms of this lease.
10.B. In determining whether Landlord acts "reasonable" in giving or
withholding his consent pursuant to Article 10.A., the following criteria shall
be applied: (i) the creditworthiness and financial standing of the proposed
sublessees, assignee, etc.; and (ii) the consistency of the sublessee's,
assignees's, etc. proposed use with the use specified in this Lease, it being
of paramount interest to Landlord that the tenant mix and integrity of the
shopping center be preserved. These criteria shall not be exclusive of others
that Landlord may additionally apply.
11. ABANDONMENT. Tenant shall not vacate or abandon the Premises at any
time during the term; and if Tenant shall abandon, vacate or surrender said
Premises, or be dispossessed by process of law, or otherwise, any personal
property belonging to Tenant left on the Premises shall be deemed to be
abandoned, at the option of Landlord, except such property as may be mortgaged
to Landlord.
12. REPAIRS. Tenant shall, at his sole cost, keep and maintain the
Premises and appurtenances, including glazing and sidewalks, in good and
sanitary order, condition and repair, hereby waiving all right to make repairs
at the expense of the Landlord as provided in Section 1942 of the Civil Code of
the State of California, and all rights provided for by Section 1941 of said
Civil Code. By entry hereunder, Tenant accepts the Premises as being in good
and sanitary order, condition and repair and agrees on the last day of the
term, or sooner termination of this Lease, to surrender to Landlord the
Premises with the appurtenances in the same condition as when received,
reasonable use and wear thereof excepted.
13. FREE FROM 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 Tenant.
14. COMPLIANCE WITH GOVERNMENTAL REGULATIONS. Tenant shall, at his sole
cost and expense, comply with all of the requirements of all Municipal, State
and Federal authorities now in force, or which may hereafter be in force,
pertaining to the Premises, and shall faithfully observe in the use of the
Premises all Municipal ordinances and State and Federal statutes now in force
or which may hereafter be in force. The judgment of any court of competent
jurisdiction, or the admission of Tenant in any action or proceeding against
Tenant, whether Landlord be a party thereto or not, that Tenant has violated
any such ordinance or statute in the use of the Premises, shall be conclusive
of the fact as between Landlord and Tenant.
15. INDEMNIFICATION OF LANDLORD. Tenant, as a material part of the
consideration to be rendered to Landlord, hereby waives all claims against
Landlord for damages to goods, wares and merchandise, in, upon or about said
Premises and for injuries to persons in or about said Premises, from any cause
arising at any time, and Tenant will hold Landlord exempt and harmless from any
damage or injury to any person, or to the goods, wares and merchandise of any
person, arising from the use of the Premises by Tenant, or from the failure of
Tenant to keep the Premises in good condition and repair, as herein provided.
16. SIGNS. Tenant shall not have the right to place, construct, or
maintain on the glass panes or supports of the show windows of the Premises,
the doors, or the exterior walls or roof of the building in which the Premises
are located or any interior portions of the Premises that may be visible from
the exterior of the Premises, any signs, advertisements, names, insignia,
trademarks, descriptive material, or any other similar item without Landlord's
written consent. Landlord at Tenant's cost can remove any item placed,
constructed, or maintained that does not comply with the provisions of this
paragraph.
17. DISPLAYS. The Tenant may not display or sell merchandise outside the
defined exterior walls and permanent doorways of the Premises. Tenant further
agrees not to install any exterior lighting, amplifiers or similar devices for
use in or about the Premises any advertising medium which may be heard or seen
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outside the Premises, such as flashing lights, searchlights, loudspeakers,
phonographs or radio broadcasts.
18. AUCTIONS. Tenant shall not conduct or permit to be conducted any
sale by auction in, upon or from the Premises whether said auction be
voluntary, involuntary, pursuant to any assignment for the payment of creditors
or pursuant to any bankruptcy or other insolvency proceeding.
19. UTILITIES. Tenant shall pay for all water, gas, heat, power,
telephone service and all other services supplied to the Premises.
20. ENTRY TO LANDLORD. Tenant shall permit Landlord and his agents to
enter into and upon said Premises at all reasonable times for the purpose of
inspecting the same, or for the purpose of maintaining the building in which
said Premises are situated, or for the purpose of making repairs, alterations or
additions to any other portion of said building, including the erection and
maintenance of such scaffolding, canopies, fences and props as may be required,
or for the purpose of posting notices of non-liability for alterations,
additions or repairs or for the purpose of placing upon the property in which
the said Premises are located any usual or ordinary "for sale" signs, without
any rebate of rent and without any liability to Tenant for any loss of
occupation or quiet enjoyment of the Premises thereby occasioned; and shall
permit Landlord, at any time within thirty (30) days prior to the expiration of
this Lease, to place upon the Premises any usual or ordinary "to let" or "to
lease" signs. No rights of Landlord under this paragraph shall create a duty for
Landlord to repair or maintain the Premises.
21. DESTRUCTION OF PREMISES. In the event of a partial destruction of
the said Premises during the said term, from any cause, Landlord shall
forthwith repair the same, provided such repairs can be made within sixty (60)
days under the laws and regulations of State, Federal, County or Municipal
authorities, but such partial destruction shall in no wise annul or void this
Lease, except that Tenant shall be entitled to a proportionate deduction of
rent while such repairs are being made, such proportionate deduction to be
based upon the extent to which the making of such repairs shall interfere with
the business carried on by Tenant in the said Premises. If such repairs cannot
be made in sixty (60) days, Landlord may, at his option, make same within a
reasonable time, this Lease continuing in full force and effect and the rent to
be proportionately rebated as aforesaid in this paragraph provided. In the
event that Landlord does not so elect to make such repairs which cannot be
made in sixty (60) days, or such repairs cannot be made under such laws and
regulations, this Lease may be terminated at the option of either party. In
respect to any partial destruction which Landlord is obligated to repair or may
elect to repair under the terms of this paragraph, the provisions of Section
1932, Subdivision 2 and Section 1933, Subdivision 4, of the Civil Code of the
State of California are waived by Tenant. In the event that the building in
which the demised Premises may be situated be destroyed to the extent of not
less than 33 1/3% of the replacement cost thereof, Landlord may elect to
terminate this Lease, whether the demised Premises be injured or not. A total
destruction of the building in which the said Premises may be situated shall
terminate this Lease. In the event of any dispute between Landlord and Tenant
relative to the provisions of this paragraph, they shall each select an
arbitrator, the two arbitrators so selected shall select a third arbitrator and
the three arbitrators so selected shall hear and determine the controversy and
their decision thereon shall be final and binding on both Landlord and Tenant,
who shall bear the cost of such arbitration equally between them.
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:
22.A. The vacating or abandonment of the Premises by Tenant.
22.B. The failure by 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.
22.C. The failure by Tenant to observe or perform any of the
covenants, conditions or provisions of this Lease to be observed or performed
by the Tenant, other than described in Article 22.B. above, where such failure
shall continue for a period of thirty (30) days after written notice thereof by
Landlord to Tenant.
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22.D. 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; 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.
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;
23.A. 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
23.B. 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
23.C. 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. SURRENDER OF LEASE. The voluntary or other surrender of this Lease by
Tenant, or a mutual cancellation thereof, shall not work a merger, and shall,
at the option of Landlord, terminate all or any existing subleases or
subtenancies, or may, at the option of Landlord, operate as an assignment to
him of any or all subleases or subtenancies.
25. 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 or more than 25% 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.
26. HOURS OF BUSINESS. Tenant shall continuously during the entire term
hereof conduct and carry on Tenant's business in the Premises and shall keep
the Premises open for business and cause Tenant's business to be conducted
therein during the usual business hours of each and every business day as is
customary for businesses of like character in the area in which the Premises
are located to be open for business. Tenant shall keep the Premises adequately
stocked with merchandise, and with sufficient sales personnel to care for the
patronage, and to conduct said business in accordance with sound business
practice.
27. MERCHANT'S ASSOCIATION. A Shopping Center Merchant's Association
shall be formed if more than 50% of the shopping center tenants, who each lease
less than 10,000 square feet of space, elect to form the Association. Voting
shall be on the basis of each tenant having one vote. If the Association is
formed, Tenant agrees to become a member, to participate in, and to remain in
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good standing and abide by the regulations of the Association, except that
Tenant shall not be required to pay annual dues exceeding $300.00 in order to
comply with the requirements of this Lease.
28. LATE CHARGES. Tenant hereby acknowledges that late payment by Tenant
to Landlord of rent or other sums due thereunder 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 installment of rent or any sum due from Tenant shall not be
received by Landlord or Landlord's designee within five (5) days after it is
due, then Tenant shall pay to Landlord a late charge equal to $25.00 for each
delinquent installment, plus any attorney's 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 other rights and remedies
granted hereunder.
29. WAIVER. The waiver by Landlord of any breach of any term, covenent or
condition herein contained shall not be deemed to be a waiver of such term,
covenant or condition therein contained. The subsequent acceptance of rent
hereunder by Landlord shall not be deemed to be waiver of any preceding breach
by Tenant of any term, covenant or condition of this Lease, other than the
failure of Tenant to pay the particular rental so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of acceptance of such
rent.
30. HOLDING OVER. Any holding over after the expiration of the said term,
with the consent of Landlord, shall be construed to be a tenancy from month to
month, at a rental to be agreed upon by the parties, and shall otherwise be on
the terms and conditions herein specified.
31. 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 their 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.
32. TENANT'S STATEMENT. Tenant shall at any time and from time to time,
upon not less than three days prior written notice from Landlord, execute,
acknowledge and deliver to Landlord a statement in writing (a) certifying that
this Lease is unmodified and in full force and effect (or, if modified, stating
the nature of such modification and certifying that this Lease as so modified
is in full force and effect), and the date to which the rental and other
charges are paid in advance, if any, and (b) acknowledging that there are not,
to Tenant's knowledge, any uncured defaults on the part of the Landlord
hereunder, or specifying such defaults if any are claimed, and (c) setting
forth the date of commencement of rents and expiration of the term hereof. Any
such statement may be relied upon by the prospective purchaser or encumbrancer
of all or any portion of the real property of which the Premises are a part.
33. NOTICES. All notices to be given to Tenant may be given in writing
personally or by depositing the same in the United States mail, postage
prepaid, and addressed to Tenant at the said Premises, whether or not Tenant
has departed from, abandoned or vacated the Premises.
34. ATTORNEYS' FEES. In the event of 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.
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35. SUCCESSORS AND ASSIGNS. The covenants and conditions herein contained
shall, subject to the provisions as to assignment, apply to and bind the heirs,
successors, executors, administrators and assigns of all the parties hereto;
and all of the parties hereto shall be jointly and severally liable hereunder.
36. TIME. Time is of the essence of this Lease.
37. 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 understandings 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 and signed by the parties hereto or
their respective successors in interest. This Lease shall not be effective or
binding on any party until fully executed by both parties hereto.
38. 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.
39. 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.
40. 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.
41. CHOICE OF LAW. This Lease shall be governed by the laws of the State
of California.
42. RENEWAL OPTION. Tenant is herewith given an option to renew this Lease
for one additional 5 yr. term ___ under the same general terms and conditions
provided that Tenant gives Landlord written notice of his intent to renew prior
to January 1, 1992.
43. EMPLOYEE PARKING. Tenant and Tenant's employees shall park in such
parking spaces as Landlord shall from time to time designate.
44. LIGHTING. Tenant agrees to keep window lights and any exterior lights
illuminated during such hours as the shopping center Association or Landlord
shall from time to time designate.
45. REAL PROPERTY TAXES. In the event of any increase in taxes or
governmental impositions levied against the real property of which the demised
Premises are a part, the rental shall be increased to cover Tenant's share of
such increase based on his proportionate occupancy of the total square footage
of the building. Example: If Tenant occupies a one thousand square foot portion
of a two thousand square foot building and taxes assessed to this building go
up $120.00 July first of next year, then Tenant's monthly rental payments shall
be increased at the time by five dollars each month to cover his proportionate
share (1/2 or $60.00 per year) and this same procedure shall occur under any
tax increase.
46. MISCELLANEOUS COSTS. The parking lots shall be maintained at all times
by Landlord who shall also maintain the landscaping and see that the sidewalks
and common areas of the shopping center are kept neat and orderly. Tenant shall
pay to Landlord a proportionate share of said maintenance costs as well as the
shopping center's costs of public liability and fire insurance for the center
areas. Tenant's share shall be determined by dividing the aforementioned costs
by Tenant's percentile space occupancy of the center. Example: If Tenant
occupies ten percent of the gross leaseable area of the shopping center and the
costs are $1,000.00 during the first year of his occupancy, within thirty days
after billing by Landlord he shall pay ten percent of said cost or $100.00. In
no event shall the cost to Tenant in the first two years of this Lease exceed
$3,900.00 yr. Common area charges may be billed at any time convenient to
Landlord and shall be paid to Landlord by Tenant within thirty days of such
billing. Tenant is responsible for one parking lot light and will maintain same
per lease paragraph 44.
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47. Landlord shall maintain roof and structural elements of premises'
exterior walls.
IN WITNESS WHEREOF, Landlord and Tenant have executed these presents, the
day and year first above written.
"LANDLORD" "TENANT"
/s/ [SIG] Western Sierra National Bank
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By /s/ XXXXX X. XXXXXXXX
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