Exhibit 10.1
LEASE AGREEMENT
This Lease is made as of December 3, 1996 between Bank of America
National Trust and Savings Association and Bank of America NW, National
Association, both national banking associations, as lessors (together the
"Lessors" and each individually a "Lessor"), and XX Xxxxxxxx Services, Inc.
("BAMSI"), a corporation organized under the laws of the State of Delaware, as
lessee.
1. FACILITIES, SERVICES AND COMPENSATION
A. The Lessors shall provide BAMSI office space for the transaction of
its business at the locations indicated on the attached Schedule A.
B. BAMSI will pay to the Lessors monthly rental in an amount equal to one
twelfth the annual rent for each property as shown on the attached
Schedule A, payable monthly in advance by the fifth business day of
each month, which payment will include compensation for office space,
utilities and access to other portions of the premises where BAMSI is
located as may be required for the needs of BAMSI.
C. The rental payments are intended to be fair and reasonable
compensation for the facilities in accordance with payments for
comparable facilities, and shall be reasonably adjusted from time-to-
time by mutual consent of the parties, to result in continued fair and
reasonable compensation to the Lessors.
D. The Lessors shall provide BAMSI with additional office space under
such terms and conditions as may be mutually agreed by the Lessor and
BAMSI from time to time.
E. The Lessors will also provide BAMSI with access to limited space (e.g.
a desk or conference room) in other premises without additional
compensation, it being understood that the rental payments indicated
on Schedule A include compensation for such additional space. Any
such additional space will be subject to availability and such
reasonable limitations or conditions that may be imposed by the
Lessors.
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2. INDEPENDENT CONTRACTOR: In performing the services called for under this
Lease, the Lessors are for all purposes an independent contractor of BAMSI,
each with exclusive control over its employees and agents engaged in the
performance of the services provided by the Lessors under this Lease.
3. INDEMNIFICATION: BAMSI must defend and indemnify the Lessors against and
hold each harmless from any and all claims made by third parties for loss
or damage arising directly or indirectly from any and all services provided
by the Lessors pursuant to this Lease, except that due to the knowing and
willful misconduct of a Lessor. In the foregoing sentence the words "loss
or damage" include, but are not limited to, loss or damage arising directly
or indirectly from any actions or omissions of any employee or authorized
representative of NT&SA or NW.
4. CONFIDENTIALITY: All information disclosed by any party to the another
under the terms of this Lease, except such information as may be generally
available to the public or the banking industry, is and will be kept
confidential unless its disclosure is required by law or is required to be
submitted to the regulatory supervisor(s) of either party.
5. TERMS OF THE LEASE:
A. Unless sooner terminated as hereinafter provided, this Lease is in
effect for 5 years from the date hereof. At the expiration of the 5-
year term, and of any succeeding 5-year term, this Lease is
automatically renewed and extended for another 5-year term, unless a
Lessor or the Lessee gives at least 6 months notice in writing of its
intention not to renew or extend.
B. A Lessor or the Lessee may terminate this Lease with respect to any
covered location at any time upon 6 months prior written notice to the
other party.
C. The foregoing notwithstanding, this Lease terminates immediately if at
any time a majority of the voting securities of BAMSI is not owned,
directly or indirectly, by BankAmerica Corporation.
6. NOTICES: All notices relating to this Lease must be in writing and will be
considered to have been given by either party to the other party upon
personal delivery
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to a party's designated representative or upon the mailing thereof to the
other party by registered or certified mail at its address set forth on the
signature page of this Lease, or to such other address as the other party
may specify in writing.
7. BREACH: Upon the breach of any obligation under this Lease by either
party, the aggrieved party must give to the defaulting party notice of such
breach which notice must specify the exact nature of the breach. If this
Lease is terminated, the right of the aggrieved party to any damages for
such breach shall not be prejudiced.
8. INTEGRATION: This Lease supersedes all oral communications and prior
writings in respect of the subject matter hereof. In the event of any
conflict between the terms, conditions and provisions of this Lease and
those of any other prior agreements, documents or communications, the terms
and conditions of this Lease shall prevail.
9. CHOICE OF LAW: This Lease is governed by and construed in accordance with
the laws of the State where the real property is located.
10. SUBLEASE: If this Lease is a sublease "Lessor" means the tenant of the
master landlord under a master lease (a copy of which has been previously
provided) and "BAMSI" means the subtenant under the master lease for the
premises specified in paragraph 1.A. above. BAMSI takes such premises
subject to and agrees to abide by all of the provisions of the master
lease.
XX XXXXXXXX SERVICES, INC. BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxx Xxxxxxxxx
------------------------- ---------------------------
Xxxxxx Xxxxxxx Xxx Xxxxxxxxx
Vice President
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxx
------------------------- ---------------------------
Xxxxx X. Xxxxxxxx Xxxxx X. Xxxx
Senior Vice President
Address: Address:
Xxx Xxxxx Xxx Xxxx Xxxxxx 000 Xxxxxxxxxx Xxxxxx
----------------------------- ------------------------------
Xxx Xxxxxxxxx, XX 00000 Xxx Xxxxxxxxx, XX 00000
----------------------------- ------------------------------
BANK OF AMERICA NW, NATIONAL
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ASSOCIATION
By: /s/ Xxxxx X. Xxxx
---------------------------------
Xxxxx X. Xxxx
President, Seafirst Bank Division
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
Secretary
Address:
000 Xxxxx Xxxxxx
------------------------------
Floor 56
------------------------------
Xxxxxxx, XX 00000
------------------------------
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SCHEDULE A
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LOCATION SQ. FT. ANNUAL OWNED/ LESSOR
RENT LEASED
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0000 X. Xxxxxxxx Xxxx 5,538 $98,134 O NT&SA
Los Angeles, California
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One South Xxx Xxxx 58,336 $1,436,167 O NT&SA
San Francisco, California
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00000 Xxxxx Xxxx Xxxx 1,742 $39,927 X XX&XX
Xxxxxx Xxxxxxx, Xxxxxxxxxx
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000 X. Xxxxxxxxx Xxxxxx 7,935 $153,304 L NT&SA
Xxxxx, Xxxxxxxxxx 00000
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0000 Xxxxxx Xxxxx 6,788 $180,018 L NT&SA
Xxxxxx Xxxx, Xxxxxxxxxx 00000
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00000 Xx Xxx Xxxx 1,169 $28,898 L NT&SA
Laguna Niguel, California
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0000 Xxxxxxx Xxxxxx 360 $12,355 O NT&SA
Xxxxxxxxx, Xxxxxxxxxx 00000
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1510 The Alameda 1,500 $52,380 L NT&SA
San Jose, California
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000 Xxxxxx Xxxxxx 360 to be X XX&XX
Xxxx Xxxxxx, Xxxxxx 00000 determined
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1616 S. Rustle 7,000 $106,540 X XX
Xxxxxxx, Xxxxxxxxxx 00000
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000 000xx Xxxxxx, X.X. 10,700 $225,984 X XX
Xxxxxxxx, Xxxxxxxxxx 00000
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Fifth Avenue Plaza 4,500 $125,505 L NW
000 0xx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
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