EXHIBIT 10.2A
SUBLEASE
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1. PARTIES.
This Sublease, dated as of January 1, 1999, is made between Anchor Pacific
Underwriters, Inc. ("Sublessor"), and Talbot Agency of California, Inc.
("Sublessee").
2. MASTER LEASE.
Sublessor is the lessee under a written lease dated October 29, 1990,
wherein Xxxxxx Square ("Lessor") leased to Sublessor the real property
located in the City of Concord, County of Contra Costa, State of
California, described as certain portions of the fifth (5th) floor in the 9
story office building located on the corner of a city block with Xxxxxx
Street and Xxxxxxx Road ("Master Premises"). Said lease has been amended by
the following amendments: First Amendment to Lease dated June 10, 1991,
providing additional rentable square footage approximately 2,592 on the
fourth (4th) floor; Second Amendment to Lease dated April 16, 1994,
providing rentable square footage of approximately 8,027 on the fifth (5th)
floor; and Third Amendment to Lease dated September 9, 1994, providing
additional rentable square footage of approximately 2,665 on the fifth
(5th) floor; said lease and amendments are herein collectively referred to
as the "Master Lease" and are attached hereto as Exhibit "A".
3. PREMISES.
Sublessor hereby subleases to Sublessee on the terms and conditions set
forth in the Sublease the following portion of the Master Premises
("Premises"): An approximate ten thousand six hundred ninety two (10,692)
rentable square foot portion as "hatch" marked on Exhibit "B" attached
hereto.
4. WARRANTY BY SUBLESSOR.
Sublessor warrants and represents to Sublessee that the Master Lease has
not been amended or modified except as expressly set forth herein, that
Sublessor is not now, and as of the commencement of the Term hereof will
not be, in default or breach of any of the provisions of the Master Lease,
and the Sublessor has no knowledge of any claim by lessor that Sublessor is
in default or breach of any of the provisions of the Master Lease.
5. TERM.
The Term of this Sublease shall commence on January 1, 1999 ("Commencement
Date"), or when Lessor consents to the Sublease (if such consent is
required under the Master Lease), which ever shall last occur, and end on
October 31, 2004 ("Termination Date"), unless otherwise sooner terminated
in accordance with the provisions of this Sublease. Sublessee may terminate
this Sublease at any time by giving Sublessor six (6) months written
notice. In the event the Term commences on a date other than the
Commencement Date, Sublessor and Sublessee shall execute a memorandum
setting forth the actual date of commencement of the Term. Possession
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of the Premises ("Possession") shall be delivered to Sublease on the
commencement of the Term. If for any reason Sublessor does not deliver
Possession to Sublessee on the commencement of the Term, Sublessor shall
not be subject to any liability for such failure, the Termination Date
shall not be extended by the delay, and validity of this Sublease shall not
be impaired, but rent shall xxxxx until delivery of Possession.
Notwithstanding the foregoing, if Sublessor has not delivered Possession to
sublessee within thirty (30) days after the Commencement Date, then at any
time thereafter and before delivery of Possession, Sublessee may give
written notice to Sublessor of Sublesses's intention to cancel this
sublease. Said notice shall set forth an effective date for such
cancellation which shall be at least ten (10) days after delivery of said
notice to sublessor. If Sublessor delivers Possession to Sublessee on or
before such effective date, this Sublease shall remain in full force and
effect. If Sublessor fails to deliver possession to sublessee on or before
such effective date, this Sublease shall be cancelled, in which case all
consideration previously paid by Sublessee to Sublessor on account of this
Sublease shall be returned to Sublessee, this Sublease shall thereafter be
of no further force or effect, and Sublessor shall have no further
liability to Sublessee on account of such delay or cancellation. If
Sublessor permits Sublessee to take Possession prior to the commencement of
the Term, such early Possession shall not advance the Termination Date and
shall be subject to the provisions of this Sublease, including without
limitation the payment of rent.
6. RENT.
Minimum Rent. Sublessee shall pay Sublessor as minimum rent, without
deduction, setoff, notice, or demand, at 0000 Xxxxxx Xxxxxx, #000, Xxxxxxx,
XX 00000 or at such other place as Sublessor shall designate from time to
time by notice to Sublessee, as follows:
1/1/99 - 10/31/99 $1.40 per rentable square foot per month
11/1/99 - 10/31/04 $1.75 per rentable square foot per month
Sublessor will, in addition, pay the amount of any rental adjustments as
and when hereinafter provided in the Master Lease.
Notwithstanding, any other provisions of this Lease, any installment of
Minimum Rent or additional charges not paid to Landlord when due hereunder,
shall bear interest from the date due until the same have been fully paid,
at a rate (the "Default Rate") that is equal to the lessor of (i) two
percent (2%) above the rate on interest established by Bank of America
N.T.&S.A. at its San Francisco headquarters for 90-day unsecured loans to
corporate borrowers with the highest credit standing, adjusted monthly on
the first day of each month, such adjustment to be effective for the
following month, and (ii) the highest rate permitted by law. The payment of
such interest shall not constitute a waiver of any default by Sublessee
hereunder.
7. SECURITY DEPOSIT.
Sublessee shall deposit with Sublessor upon execution of the Sublease the
sum of
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fourteen thousand nine hundred sixty eight dollars and eighty cents
($14,968.80) as security for Sublessee's faithful performance of
Sublessee's obligations hereunder ("Security Deposit"). If Sublessee fails
to pay rent or other charges when due under this Sublease, or fails to
perform any of its other obligations hereunder, Sublessor may use or apply
all or any portion of the Security Deposit for the payment of any rent or
other amount due hereunder and unpaid, for the payment of any other sum for
which Sublessor may become obligated by reason of Sublessee's default or
breach, or for any loss of damage sustained by Sublessor as a result of
Sublessee's default or breach. If Sublessor so uses any portion of the
Security Deposit, Sublessee shall, within ten (10) days after written
demand by Sublessor, restore the Security Deposit to the full amount
originally deposited, and Sublessee's failure to do so shall constitute a
default under this Sublease. Sublessor shall not be required to keep the
Security Deposit separate from its general accounts, and shall have no
obligation or liability for payment of interest on the Security Deposit. In
the event Sublessor assigns its interest in this Sublease, Sublessor shall
deliver to its assignee so much of the Security Deposit as is then held by
Sublessor. Within ten (10) days after the Term has expired, or Sublessee
has vacated the Premises, and provided Sublessee is not then in default of
any of its obligations hereunder, the Security Deposit, or so much thereof
as had not theretofore been applied by Sublessor, shall be returned to
Sublessee or to the last assignee, if any, of Sublessee's interest
hereunder.
8. USE OF PREMISES.
The Premises shall be used and occupied only for office purposes, and for
no other use or purpose.
9. ASSIGNMENT AND SUBLETTING.
Sublessee shall not assign this Sublease or further sublet all or any part
of the Premises without the prior written consent of Sublessor (and the
consent of Lessor, if such is required under the terms of the Master
Lease).
10. OTHER PROVISION OF SUBLEASE.
All applicable terms and conditions of the Master Lease are incorporated
into and made a part of this Sublease as if Sublessor were the lessor
thereunder, Sublessee the lessee thereunder, and the Premises the Master
Premises, except for the following:
___________________________________________________________________
___________________________________________________________________
__________________________________________________________________.
Sublessee assumes and agrees to perform the lessee's obligations under the
Master Lease during the Term to the extent that such obligations are
applicable to the Premises, except that the obligation to pay rent to
Lessor under the Master Lease shall be considered performed by Sublessee to
the extent and in the amount rent is paid to Sublessor in accordance with
Section 6 of this Sublease. Sublessee shall not commit or suffer any act or
omission that will violate any of the provisions of the Master Lease.
Sublessor shall exercise due diligence in attempting to cause Lessor to
perform its obligations under the Master Lease for the benefit of
Sublessee. If the
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Master Lease terminates, the Sublease shall terminate and the parties shall
be relieved of any further liability or obligation under the Sublease,
provided however, that if the Master Lease terminates as a result of a
default or breach by Sublessor or Sublessee under this Sublease and/or the
Master Lease, then the defaulting party shall be liable to the
nondefaulting party for the damage suffered as a result of such
termination. Notwithstanding the foregoing, if the Master Lease gives
Sublessor any right to terminate the Master Lease in the event of the
partial or total damage, destruction, or condemnation of the Master
Premises or the building or project of which the Master Premises are a
part, the exercise of such right by Sublessor shall not constitute a
default or breach hereunder.
11. ATTORNEYS' FEES.
If Sublessee or Sublessor shall commence an action against the other
arising out or in connection with this Sublease, the prevailing party shall
be entitled to recover its costs of suit and reasonable attorney's fees.
12. RESERVED PARKING SPACES.
Sublessor grants Sublessee seven (7) reserved parking spaces. Said reserved
parking spaces are currently billed in the amount of $30.00 per space.
Sublessee to reimburse Sublessor monthly in the amount of $210.00. If for
any reason the cost to Sublessor for said reserved parking spaces is
increased, Sublessee's cost will be adjusted accordingly.
13. INSURANCE.
Sublessee shall name both Xxxxxx Square Assoc., LLC and Sublessor as
"additional insureds" on a standard business liability policy of limits not
less that two million dollars ($2,000,000.00) per occurrence and aggregate.
14. NOTICES.
All notices and demands which may or are to be required or permitted to be
given by either party on the other hereunder shall be in writing. All
notices and demands by the Sublessor to Sublessee shall be sent by United
States Mail, postage prepaid, addressed to the Sublessee at the Premises,
and to the address hereinbelow, or to such other place as Sublessee may
from time to time designate in a notice to the Sublessor. All notices and
demands by the Sublessee to Sublessor shall be sent by United States Mail,
postage prepaid, addressed to the Sublessor at the address set forth
herein, and to such other person or place as the Sublessor may from time to
time designate in a notice to the Sublessee.
To Sublessor: 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xx 00000
To Sublessee: "The Leased Premises"
15. CONSENT BY LESSOR.
THIS SUBLEASE SHALL BE OF NO FORCE OR EFFECT UNLESS
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CONSENTED TO BY LESSOR WITHIN 10 DAYS AFTER EXECUTION HEREOF, IF SUCH
CONSENT IS REQUIRED UNDER THE TERMS OF MASTER LEASE.
16. COMPLIANCE.
The parties hereto agree to comply with all applicable federal, state, and
local laws, regulations, codes, ordinances and administrative orders having
jurisdiction over the parties, property or the subject matter of this
Agreement, including, but not limited to, the 1964 Civil Rights Act and all
amendments thereto, the Foreign Investment In Real Property Tax Act, the
Comprehensive Environmental Response Compensation and Liability Act, and
the Americans With Disability Act.
Sublessor: Anchor Pacific Underwriters, Sublessee: Talbot Agency of
Inc. California, Inc.
By: /s/ J.R. Dunathan By: /s/ Xxxx Xxxxxx
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Title: President/C.E.O. Title: President
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By: N/A By: N/A
-------------------------------- -----------------------------
Title: Title:
Date: 3/23/99 Date: 3/15/99
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[THE CRANBROOK GROUP LETTERHEAD APPEARS HERE]
LANDLORD'S CONSENT TO SUBLEASE (LANDLORD'S CONSENT)
March 31, 1999
Xxx. Xxxxxx Xxxxxxxx
ANCHOR PACIFIC UNDERWRITERS, INC.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
RE: LANDLORD'S CONSENT TO SUBLEASE ("LANDLORD'S CONSENT")
Dear Xxxxxx:
We are in receipt of your sublease dated January 1, 1999 ("Sublease") by
and between Anchor Pacific Underwriters, Inc., as sublessor ("Sublessor") and
Talbot Agency of California, Inc., as sublessee ("Sublessee") for the premises
commonly known as Xxxxxx Square, 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxxxx, measuring approximately 8,027 square feet ("Premises"). Sublessor
leases the Premises from Xxxxxx Square Associates, LLC ("Landlord") pursuant to
that certain lease dated October 29, 1990, as amended by the First Amendment To
Office Lease dated June 10, 1991, and amended by Second Amendment To Office
Lease dated April 16, 1994, and amended by Third Amendment To Lease dated
September 9, 1994, made by and between Landlord and or Landlord's successors-in-
interest to Xxxxxx Square--California LTD, a California Limited Partnership,
successors-in-interest to Societe Generale, a California Corporation
(collectively the "Lease").
Landlord hereby consents to the Sublease of the Lease by Sublessor to
Sublessee as set forth in the Sublease, subject to the following agreements
between Landlord, Sublessor, and Sublessee.
1. Character of Consent: This Landlord's Consent is not and should not
be deemed or construed as, a consent to any other Sublease or subletting. This
Landlord's Consent shall not be deemed or construed to modify, waive, or alter
any of the terms, provisions, convenants, or conditions of the Lease, waive any
breach thereof or any of the rights of Landlord thereunder, or enlarge or
increase Landlord's obligation under the Lease.
2. Scope of Conditions of Consent: In granting this Landlord's
Consent, it is understood and agreed that: (1) Landlord does not consent to nor
approve any term, provision, covenant or condition contained in the Sublease and
Landlord shall not be bound thereby; (2) no rights shall be granted to Sublessee
under the Sublease which are greater than those granted to Sublessor under the
Lease; and (3) the Sublease shall be subordinate to the Lease and this
Landlord's Consent and in the event of any conflict between the terms and
provisions of the Lease or the Landlord's Consent and the terms and provisions
of the Sublease, the terms and provisions of the Lease or the Landlord's
Consent, as applicable, shall prevail.
3. Assumption of Lease Obligations: Sublessee hereby expressly assumes
and agrees to perform and comply with, for the benefit of Landlord, each and
every obligation of Sublessor under the Lease. Neither the foregoing assumptions
by Sublessee, the Sublease, nor the Landlord's Consent, shall release or
discharge Sublessor from any liability under the Lease including, without
limitation, the payment of rent and other amounts when and as due under the
Lease, and Sublessor shall remain liable and responsible for the full
performance and observance of all of the terms, provisions, covenants, and
conditions set forth in the Lease to be performed by the tenant thereunder. Any
breach or violation of any provision or obligation of the tenant under the Lease
shall be deemed an event of default by Sublessor and Sublessee under the Lease,
and Landlord, at its election, may proceed directly against Sublessee without
first exhausting Landlord's remedies against Sublessor.**
4. Bonus Value: Sublessor and Sublessee, by signing below, acknowledge
and agree, pursuant to paragraph 5.08 of the Lease, that Landlord is entitled to
ninety percent (90%) of any rent or other consideration in excess of Rent
payable under the Lease, that is realized under the Sublease.
5. No Obligations of Landlord: In no event shall Landlord be liable
for any cost or obligation of any kind or nature whatsoever arising from or in
connection with the Sublease including, without limitation, brokerage
commissions, or improvements to the Premises. Sublessor and Sublessee hereby
agree to indemnify, defend and hold Landlord harmless from and against any and
all claims, losses, liabilities, costs and expenses (including attorney's fees)
which Landlord may incur as a result of any claim to pay any person or entity
any commission, finder's fee or other charge in connection with the Sublease.
** The Sublessee's responsibility and liability in relation to the breach or
violation is limited to the extent of their subleased portion of the building.
Please acknowledge your agreement with the terms and conditions set
forth in this Landlord's Consent by executing the acknowledgment and consent set
forth below.
Very truly yours,
Cranbrook Realty Investment Fund
By: Cranbrook Equity Investment Fund, General Partner
/s/ Xxxxx X. XxxxXxxxxxx
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Xxxxx X. XxxxXxxxxxx
Vice President, Operations
THE UNDERSIGNED HEREBY AGREE AND CONSENT TO THE TERMS AND CONDITIONS IN
THE FOREGOING LANDLORD'S CONSENT.
ANCHOR PACIFIC UNDERWRITERS, INC.:
By: /s/ J.R. Dunathan
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J.R. Dunathan
Its: President/C.E.O.
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President/C.E.O.
TALBOT AGENCY OF CALIFORNIA, INC.:
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Its: President
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President
