THIS DOCUMENT IS A COPY OF THE LEASE FILED ON MAY 15, 1996
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION
OFFICE LEASE
BETWEEN
LIU CORP.,
A CALIFORNIA CORPORATION
AND
LIBERTY NATIONAL BANK,
A NATIONAL BANKING ASSOCIATION
TABLE OF CONTENTS
Paragraph Page
1. Basic Lease Provisions. . . . . . . . . . . . . . . . . . . . . .1
2. Premises, Parking and Common Areas. . . . . . . . . . . . . . . .2
3. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
4. Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5. Security Deposit. . . . . . . . . . . . . . . . . . . . . . . . .4
6. Use . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7. Maintenance, Repairs, Alterations and
Common Area Service. . . . . . . . . . . . . . . . . . . . 5
8. Insurance; Indemnity. . . . . . . . . . . . . . . . . . . . . . 7
9. Damage or Destruction . . . . . . . . . . . . . . . . . . . . . .8
10. Real Property Taxes . . . . . . . . . . . . . . . . . . . . . . .9
11. Utilities and Services. . . . . . . . . . . . . . . . . . . . . .9
12. Assignment and Subletting . . . . . . . . . . . . . . . . . . . 10
13. Default; Remedies . . . . . . . . . . . . . . . . . . . . . . . 11
14. Condemnation. . . . . . . . . . . . . . . . . . . . . . . . . . 12
15. Estoppel Certificate. . . . . . . . . . . . . . . . . . . . . . 12
16. Landlord's Liability. . . . . . . . . . . . . . . . . . . . . . 13
17. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . 13
18. Interest on Past-due Obligations. . . . . . . . . . . . . . . . 13
19. Time of Essence . . . . . . . . . . . . . . . . . . . . . . . . 13
20. Additional Rent . . . . . . . . . . . . . . . . . . . . . . . . 13
21. Incorporation of Prior Agreements; Amendments . . . . . . . . . 13
22. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
23. Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
24. Recording . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
25. Holding Over. . . . . . . . . . . . . . . . . . . . . . . . . . 14
26. Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . 14
27. Covenants and Conditions. . . . . . . . . . . . . . . . . . . . 14
28. Binding Effect; Choice of Law . . . . . . . . . . . . . . . . . 14
29. Subordination . . . . . . . . . . . . . . . . . . . . . . . . . 14
30. Attorneys Fees. . . . . . . . . . . . . . . . . . . . . . . . . 14
31. Landlord's Access . . . . . . . . . . . . . . . . . . . . . . . 14
32. Auctions . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
33. Signs . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
34. Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
35. Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
36. Guarantor . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
37. Quiet Possession. . . . . . . . . . . . . . . . . . . . . . . . 15
38. Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . . 15
39. Security Measures-Landlord's Reservations . . . . . . . . . . . 15
40. Easements . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
41. Performance Under Protest . . . . . . . . . . . . . . . . . . . 16
42. Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
43. Conflict . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
44. No Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
45. Lender Modification . . . . . . . . . . . . . . . . . . . . . . 16
46. Multiple Parties. . . . . . . . . . . . . . . . . . . . . . . . 16
47. Defined Terms and Marginal Headings . . . . . . . . . . . . . . 16
48. Broker . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
49. Substituted Premises. . . . . . . . . . . . . . . . . . . . . . 16
50. Hazardous Materials . . . . . . . . . . . . . . . . . . . . . . 16
51. Addendum . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Exhibit "A-1" Floor Plans
Exhibit "A-2" Plot Plan of Building
Exhibit "B" Rules and Regulations
Exhibit "C" Conference Center Reservation/Rental Agreement
Exhibit "D" Exterior Signage
Exhibit "E" Work Letter
OFFICE LEASE
This OFFICE LEASE (the "Lease") is made this 15th day of
December, 1995, by and between LIU CORP., a California
corporation with its office and place of business located at
17011 Beach Blvd, Suite 826, Huntington Beach, California 92647
("Landlord"), and Liberty National Bank, a National Banking
Association, (hereinafter called "Tenant"). With offices and
place of business located at 17011 Beach Blvd., Huntington
Beach, CA 92647.
LEASE OF PREMISES
Landlord hereby leases to Tenant and Tenant hereby hires
from Landlord, subject to all of the terms and conditions
hereinafter set forth, those certain premises (hereinafter called
the "Premises") described in Section 1.1 below, and shown
attached hereto as Exhibit "A-1". Said Premises are located in
the that certain multi-story Office Tower "Office Tower" situated
in the "Building Project" located on land situated in the City of
Huntington Beach, County of Orange, State of California, all as
set forth in paragraph 1.2 of the Basic Lease Provisions. The
following Basic Lease Provisions are an integral part of this
Lease. In the event of any conflict between any Basic Lease
Provision and the balance of this Lease, the latter shall
control.
1. Basic Lease Provisions
1.1 Leased Premises: Suites 100 & 120, of the Office
Tower, consisting of approximately 4,216 useable square feet and
4,722 rentable square feet. The parties agree that 4,216 shall
be the figure used for any calculations based on useable square
feet, and 4,722 shall be the figure used for any calculations
based on rentable square feet.
1.2 Office Tower and Building Project: The Building
Project is commonly described as being located at the Southwest
corner of Beach Blvd. and Warner Avenue, with the Office Tower
address being 17011 Beach Boulevard, in the City of Huntington
Beach, County of Orange, State of California.
1.3 Use of Premises: Retail Banking and General Offices,
subject to paragraph 6.
1.4 Lease Term: Approximately five (5) years and two (2)
months, commencing upon Tender of Possession, ("Commencement
Date") and ending on the last day of the second month following
the fifth anniversary of the Commencement Date, ("Expiration
Date").
The parties shall designate the exact Commencement Date
in a letter or amendment to be attached to this Lease at the time
such actual Commencement Date is ascertained.
Since the Base Rent schedule under this Lease is set
forth by month number, in the event the Commencement Date is
other than the first day of a month, then that first partial
month of this lease shall be at the same rate as scheduled for
month 1, with the first full month of this lease being considered
month 1 for purposes of the rent schedule.
1.5 Base Rent: $1.40 per rentable square foot, $6,610.80
per month, payable in advance on the first day of each month, per
paragraph 4.1.
1.6 Base Rent Increases: Fixed for the initial lease term.
1.7 Total Paid Upon Lease Execution: $13,882.68, which
represents the first month's Base Rent and the Security Deposit.
1.8 Security Deposit: $7,271.88
1.9 Tenant's Share of Operating Expenses: ("Additional
Rents") as defined in paragraph 4.2. Expense stop: 1996 Base
Year.
a) Office Tower:
(1) Premises Area: 4,722 rentable sq. ft.
(2) Total Building Area: 205,833 Sq.Ft.
(3) Tenant's Pro-Rate Share: 2.29%
b) Building Project Common Areas:
(1) Premises Area: 4,722 rentable sq. ft.
(2) Total Project Rentable Square Footage: 307,811
Sq.Ft.
(3) Tenant's Pro-Rata Share: 1.53%
1.10 Address for Notices:
LANDLORD:
LIU CORP.
c/o Birtcher Properties
17011 Beach Blvd., Suite 826
Huntington Beach, CA 92647
TENANT:
LIBERTY NATIONAL BANK
Attention: Philip S. Inglee,
President & CEO
7777 Center Avenue
Huntington Beach, CA 92647
1.11 Brokers: CB Commercial and Travers Realty Corporation
2. Premises, Parking and Common Areas.
2.1 Premises: The Premises as set forth in paragraph
1.1 located within the Office Tower identified in paragraph 1.2
of the Basic Lease Provisions. The Premises, the Office Tower,
the Common Areas (as hereinafter defined), the land upon which
the same are located, along with all other buildings, parking
structures, and improvements thereon, are hereinafter
collectively referred to as the "Building Project".
2.2 Vehicle Parking: (a) So long as Tenant is not in
default, and subject to the rules and regulations attached hereto
as Exhibit "B", and as may be modified by Landlord from time to
time, Tenant shall be entitled to use parking spaces within the
parking structure in the Building Project. Tenant and Tenant's
employees will be required to park their vehicles in the parking
structure. If however, Tenant commits, permits or allows any of
the prohibited activities described in the Lease or the rules and
regulations then in effect, then Landlord shall have the right to
terminate Tenant's use of the parking structure or other parking
area. Upon receipt of such notice, Tenant shall be prohibited
from using the parking structure or other parking area and said
vehicle involved will be subject to removal at the vehicle
owner's sole cost and expense.
(b) If Landlord elects or is required to limit or
control parking by customers or invitees of the Building Project
or any other method of assessment, or any program for free or
reduced cost transportation, Tenant agrees to participate in such
validation, assessment or transportation program under such
reasonable rules and regulations as are from time to time
established by Landlord with respect thereto. In the event
Landlord undertakes a voluntary reduction in the number of
parking spaces without consent of Tenant, and such reduction
creates an unreasonable negative impact on Tenant's business, the
parties agree to meet in good faith to attempt to resolve the
issue after written demand to Landlord from Tenant. If such
issue is not resolved by the parties within fifteen days from
Tenant's notice date, then provided Tenant gives Landlord further
written notice within said fifteen days, Tenant, as its sole
remedy, shall be permitted to terminate this Lease, effective in
thirty days from termination notice date.
2.3 Common Areas - Definition: The term "Common Areas" is
defined as all areas and facilities outside the Premises and
within the exterior boundary line of the Building Project that
are provided and designated by the Landlord from time to time for
the general non-exclusive use of Landlord, and of other tenants
of the Building Project and their respective employees,
suppliers, shippers, customers and invitees, including but not
limited to common entrances, lobbies, corridors, stairways and
stairwells, public restrooms, elevators, escalators, parking
areas to the extent not otherwise prohibited by this Lease,
loading and unloading areas, trash areas, roadways, sidewalks,
walkways, parkways, ramps, driveways, landscaped areas and
decorative walls.
2.4 Common Areas - Rules and Regulations: Tenant agrees to
abide by and to conform to the rules and regulations attached
hereto with respect to the Building Project, and to cause its
employees, suppliers, shippers, customers and invitees to so
abide and conform. Landlord or such other person(s) as Landlord
may appoint shall have the exclusive control and management of
the Common Areas and shall have the right, from time to time, to
modify, to amend and to enforce said rules and regulations as to
Tenant, their agents, employees and invitees of the Building
Project.
2.5 Common Areas - Changes: Landlord shall have the right,
in Landlord's sole discretion, from time to time:
a) To make changes to the Building interior and
exterior and Common Areas, including, without limitation, changes
in the location, size, shape, number, and appearance thereof,
including but not limited to the lobbies, windows, stairways, air
shafts, elevators, escalators, restrooms, driveways, entrances
parking spaces, parking areas, loading and unloading areas,
ingress, egress, direction of traffic, decorative walls,
landscaped areas and walkways;
b) To close temporarily any of the Common Areas for
maintenance purposes so long as reasonable access to the Premises
remains available;
c) To designate other land and improvements outside
the boundaries of the Building Project to be a part of the Common
Areas, provided that such other land and improvements have a
reasonable and functional relationship to the Building Project;
d) To add additional buildings and improvements to
the Common Areas;
e) To use the Common Areas while engaged in making
additional improvements, repairs or alterations to the Building
Project, or any portion(s) thereof;
f) To do and perform such other acts and make such
other changes in, to or with respect to the Building Project as
Landlord may, in the exercise of its reasonable business
judgment, deem appropriate.
3. Term.
3.1 Term: The term and Commencement Date of this Lease
shall be as specified in paragraph 1.4 of the Basic Lease
Provisions.
3.2 Delay in Possession: (a) Notwithstanding the
Commencement Date, if for any reason Landlord cannot deliver
possession of the Premises to Tenant, and subject to paragraph
3.2.2, Landlord shall not be subject to any liability therefor,
nor shall such failure affect the validity of this Lease or the
obligations of Tenant hereunder nor extend the term hereof; but
in such case, Tenant shall not be obligated to pay rent or
perform any other obligation(s) of Tenant under the terms of this
Lease, except as may be otherwise provided in this Lease, until
possession of the Premises is tendered to Tenant, as hereinafter
defined.
(b) In the event, through no acts or omissions of
Tenant, its agents, employees and/or contractors, Landlord is
unable to make a Tender of Possession of the Premises to Tenant
by July 1, 1996, then Tenant, as Tenant's sole remedy, shall be
permitted to terminate this lease, receive a refund of any
prepaid rent and any security deposit paid to Landlord.
3.2.1 Possession Tendered - Defined: Possession of the
Premises shall be deemed tendered to Tenant ("Tender of
Possession") upon the occurrence of the following events: (i)
the Office Tower utilities are ready for use in the Premises, and
(ii) upon substantial completion of Tenant Improvements to be
constructed by Landlord per Exhibit "E", attached hereto, and
(iii) Tenant has been provided access to the Premises.
3.2.2 Delays Caused by Lessee: Tenant shall be liable
for all of the terms and conditions of this Lease immediately
upon Landlord's Tender of Possession. There shall be no
abatement of rent, for any delays in possession of the Premises
by Tenant following Tender of Possession caused by any acts or
omissions of Tenant, its agents, employees and or contractors.
3.3 Early Possession: If Tenant occupies the Premises
prior to the Commencement Date, with Landlord's consent, such
occupancy shall be subject to all provisions of this Lease, such
occupancy shall not change the Expiration Date and Tenant shall
pay rent in accordance with the Lease for such occupancy.
4. Rent.
4.1 Base Rent: Subject to adjustment as hereinafter
provided in paragraph 4.2 and except as may be otherwise
expressly provided in this Lease, Tenant shall pay to Landlord
the Base Rent for the Premises set forth in paragraph 1.5 of the
Basic Lease Provisions, without offset or deduction. Tenant
shall pay Landlord upon execution hereof the Base Rent described
in paragraph 1.7 and Additional Rents payable under paragraph 1.9
of the Basic Lease Provisions. If the Commencement Date occurs
on a day other than the first day of a calendar month, Base Rent
and Additional Rents as defined in 4.2 shall be paid as if for a
full month and Base Rent and Additional Rent for the second month
shall be prorated on a daily basis, which proration shall be
calculated in accordance with Landlord's general accounting
practices. All Rents due under this Lease shall be paid in
lawful money of the United States of America at Landlord's
address as stated herein. If any check of Tenant should for any
reason fail to clear the bank and the proceeds are not credited
to Landlord's account, Tenant shall be assessed a fee of fifty
dollars ($50.00) for such check, and shall thereafter tender such
Rents by Cashier's Check which shall also include any other
applicable charges including, but not limited to, a late charge
and an interest charge as provided herein. Rent shall be
payable in lawful money of the United States to Landlord at the
address stated herein or to such other persons or at such other
places as Landlord may designate in writing.
4.2 Operating Expenses: If Operating Expenses (as defined
below) for any calendar year commencing with 1997 exceed the
Operating Expenses for the Base Year, Tenant shall pay to
Landlord "Additional Rent", Tenant's Share of such increase in
Operating Expenses. Tenant shall pay monthly to Landlord as
"Additional Rents" during the term hereof, in addition to the
Base Rent, Tenant's Share, as hereinafter defined, of all
Operating Expenses, as hereinafter defined, during each calendar
year of the term of this Lease, in accordance with the following
provisions:
a) "Tenant's Share" is defined, for purposes of this
Lease, as the percentages set forth in paragraph 1.9 of the Basic
Lease Provisions, which percentages have been determined by
dividing the approximate square footage of the Premises by the
total approximate square footage of the rentable space contained
in the Office Tower and the Building Project. It is understood
and agreed that the square footage figures set forth in the Basic
Lease Provisions are approximations which Landlord and Tenant
agree are reasonable and shall not be subject to revision except
in connection with an actual change in the size of the Premises
or a change in the rentable space in the Office Tower and/or the
Building Project.
b) "Operating Expenses" is defined, for purposes of
this Lease, to include all costs, if any, incurred by Landlord in
the exercise of its reasonable discretion, for:
(i) The administration, management, operations,
repair, maintenance, and replacement, in neat, clean, safe, good
order and condition, of the Office Tower and the Building
Project, including but not limited to, the following:
(aa) The Common Areas, including surfaces,
coverings, decorative items, carpets, drapes and window
coverings, and including parking areas, loading and unloading
areas, trash areas, roadways, sidewalks, walkways, stairways,
parkways, driveways, landscaped areas, striping, bumpers,
irrigation systems, Common Area lighting facilities, building
exteriors and roofs, fences and gates, pool and/or fountain.
(bb) All heating, air conditioning,
plumbing, electrical systems, life safety equipment,
telecommunication systems and other equipment used in common by,
or for the benefit of tenants or occupants of the Office Tower
and the Building Project, including elevators and escalators,
tenant directories, doors, locks and related hardware, fire
detection systems, including sprinkler system maintenance and
repair.
(ii) Trash disposal, janitorial and security
services, pest control;
(iii) Any other service to be provided by
Landlord that is elsewhere in this Lease stated to be an
"Operating Expense";
(iv) The cost of the premiums for the
liability and property insurance policies to be maintained by
Landlord under paragraph 8 hereof;
(v) The amount of the real property taxes to be
paid by Landlord under paragraph 10.1 hereof;
(vi) The cost of water, sewer, gas,
electricity, and other publicly mandated services to the Building
Project;
(vii) Labor, salaries and applicable fringe
benefits and costs, materials, supplies and tools, used in
maintaining and/or cleaning the Building Project and accounting
and a management fee attributable to the operation of the
Building Project;
(viii) Replacing and/or adding improvements that
might be mandated by any governmental agency.
(c) Any management fee charged (in Tenant's Share) to
the Tenant as provided in 4.2(b)(i) and 4.2(b)(vii) as part of
the Operating Expenses shall be fifteen percent (15%) of all
Operating Expenses (exclusive of said management fee), or the
actual management fee incurred by Landlord (provided such is
consistent with customary fees being charged by management
companies in the area for similar Office Building Projects),
whichever is greater. The "management fee" is separate from
labor costs for on-site management and maintenance personnel.
Landlord shall be entitled to a 15% management and administration
fee which reasonably represents the estimated costs and expenses
incurred by Landlord in performing these services.
(d) Operating Expenses shall not include any expenses
paid by any Tenant directly to third parties, or as to which
Landlord is otherwise reimbursed by any third party, other
tenant, or by insurance proceeds.
(e) Tenant's Share of Operating Expenses shall be
payable by Tenant within ten (10) days after a reasonably
detailed statement of actual expenses is presented to Tenant by
Landlord. At Landlord's option, however, an amount may be
estimated by Landlord from time to time of Tenant's Share of
annual Operating Expenses and the same shall be payable monthly
or quarterly, as Landlord shall designate, during each calendar
year of the Lease Term, on the same day as the Base Rent is due
hereunder. In the event that Tenant pays Landlord's estimate of
Tenant's share of Operating Expenses as aforesaid, Landlord shall
deliver to Tenant within ninety (90) days after the expiration of
each calendar year a reasonably detailed statement showing
Tenant's share of the actual Operating Expenses incurred during
the preceding year. Failure to issue said statement within the
ninety (90) days does not release Tenant of liability. If
Tenant's payments under this paragraph 4.2(e) during said
preceding calendar year exceeded Tenant's Share as indicated on
said statement, Tenant shall be entitled to a credit in the
amount of the overpayment against Tenant's Share of Operating
Expenses next falling due. If Tenant's payments under this
paragraph during said preceding calendar year were less than
Tenant's Share as indicated on said statement, Tenant shall pay
to Landlord the amount of the deficiency within ten (10) days
after delivery by Landlord to Tenant of said statement. Failure
of Landlord to issue said statement during the prescribed time
shall not relieve Tenant of liability for any amounts due.
(f) With respect to any calendar year or partial
calendar year during the term of this Lease in which the Office
Tower is not occupied to the extent of ninety-five percent (95%)
of the rentable area thereof, the annual Operating Expenses for
such period shall, for the purposes hereof, be increased to the
amount which would have been incurred had the Office Tower been
occupied to the extent of ninety-five percent (95%) of the
rentable area thereof at the same rate of Operating Expenses per
square foot of rentable area as that actually incurred during
such calendar year or partial calendar year.
4.3 Annual Rent Increases: If applicable to this Lease
pursuant to paragraph 1.6 of the Basic Lease Provisions, during
the term of this Lease, or any extension hereof, the Base Rent
payable herein shall not be increased.
5. Security Deposit: Tenant shall deposit with Landlord upon
execution hereof the security deposit set forth in paragraph 1.8
of the Basic Lease Provisions as security for Tenant's faithful
performance of Tenant's obligations hereunder. If Tenant fails
to pay rent or other charges due hereunder, or otherwise defaults
with respect to any provision of this Lease, Landlord may use,
apply or retain all or any portion of said deposit for the
payment of any rent or other charge in default for the payment of
any other sum to which Tenant may become obligated by reason of
Tenant's default, or to compensate Landlord for any loss or
damage which Landlord may suffer thereby. If Landlord so uses or
applies all or any portion of said deposit, Tenant shall within
ten (10) days after written demand therefore deposit certified
funds with Landlord in an amount sufficient to restore said
deposit to the full amount of the then Security Deposit of Tenant
plus an administrative fee of $100.00. If the monthly Base Rent
and/or Additional Rents hereunder shall, from time to time,
increase during the term of this Lease, Tenant shall, at the time
of such increase, deposit with Landlord additional money as a
security deposit so that the total amount of the security deposit
held by Landlord shall at all times bear the same proportion to
the then current Base Rent and Additional Rents as the initial
security deposit bears to the initial Base Rent and Additional
Rents set forth in paragraphs 1.5, 1.8 and 1.9 of the Basic Lease
Provisions. Landlord shall not be required to keep said security
deposit separate from its general accounts. If Tenant performs
all of Tenant's obligations hereunder, said deposit, or so much
thereof as has not heretofore been applied by Landlord, shall be
returned, without payment of interest or other increment for its
use, to Tenant (or, at Landlord's option, to the last assignee,
if any, of Tenant's interest hereunder) at the expiration of the
term hereof, but only after Tenant has vacated the Premises. No
trust relationship is created herein between Landlord and Tenant
with respect to said security deposit. In no event shall Tenant
request nor attempt to apply, any portion of said security
deposit, for any period of this Lease, towards any unpaid or
future rents due hereunder.
6. Use.
6.1 Use: The Premises shall be used and occupied only for
the purpose set forth in paragraph 1.3 of the Basic Lease
Provision and Tenant shall not otherwise use or permit any
unauthorized uses without the prior written consent of Landlord.
Landlord does not warrant that the Building Project is
appropriately zoned for Tenant's proposed or intended uses of
this leased space. Tenant assumes all responsibility and risk
therefore. Notwithstanding the above, Landlord warrants that, as
of the date of execution of this Lease, the property's municipal
zoning permits a retail bank branch and general office use.
6.2 Compliance with Law: Tenant shall, at Tenant's sole
cost and expense, promptly comply with all applicable statutes,
ordinances, rules, regulations, orders, covenants and
restrictions of record, and requirements of any fire insurance
underwriters or rating bureaus, now in effect or which may
hereafter come into effect, whether or not they reflect a change
in policy from that now existing, during the term or any part of
the term hereof, relating in any manner to the Premises and the
occupation and use by Tenant of the Premises. Tenant shall
conduct its business in a lawful manner and shall not use or
permit the use of the Premises or the Common Areas in any manner
that will tend to create waste or a nuisance or shall tend to
unreasonably disturb other occupants of the Building Project.
6.3 Condition of Premises: (a) Landlord shall deliver the
Premises to Tenant in a clean condition on the Commencement Date
unless Tenant is already in possession. Tenant acknowledges that
Landlord nor any of its agents has not made any representations
or warranty with respect to the Premises or the Building Project.
Possession of the Premises by Tenant shall conclusively establish
that the Premises and the Building Project were at such time of
Tenant's initial possession, in good and sanitary order,
condition and repair.
(b) Except as otherwise provided in this Lease, Tenant
hereby accepts the Premises and the Building Project in their
condition existing as of the Commencement Date or the date that
Tenant takes possession of the Premises, whichever is earlier,
subject to all applicable zoning, municipal, county and state
laws, ordinances and regulations governing and regulating the use
of the Premises, and any easements, covenants, or restrictions of
record, and accepts this Lease subject thereto and to all matters
disclosed thereby and by any exhibits attached hereto. Tenant
acknowledges that it has satisfied itself by its own independent
investigation that the Premises are suitable for its intended
use, and that neither Landlord nor Landlord's agent or agents
have made any representation or warranty as to the present or
future suitability of the Premises, Common Areas, or Building
Project for the conduct of Tenant's business. Subject to Section
2.2(b), Landlord expressly reserves the right to change the
configuration and location of the parking facilities and Common
Areas within the boundaries of the Building Project and such
changes shall not effect Tenant's obligations under this Lease.
7. Maintenance, Repairs, Alterations and Common Area
Service.
7.1 Landlord's Obligations: Landlord shall, and subject to
Section 4.2, keep in good condition and repair the foundations,
bearing walls (excluding surface maintenance such as painting)
and structural portions of the roof (excluding the roof membrane)
of the Premises unless the cause for such maintenance and repairs
are caused in part or in whole by any act, neglect, fault or
omission by Tenant, its agents, servants, employees, invitees, or
caused by breaking and entering, in which case Tenant shall pay
Landlord the actual cost of such maintenance and repairs
concurrently with the next payment of Base Rent plus a 20%
administration charge of such actual costs. Except as provided
in paragraph 9.5, there shall be no abatement of rent or
liability of Tenant on account of any injury or interference with
Tenant's business with respect to any improvements, alterations
or repairs made by Landlord to the Building Project or any part
thereof. Tenant waives the right to make repairs at Landlord's
expense under Section 1942 of the California Civil Code, or under
any law, statute or ordinance now or hereinafter in effect, or to
terminate this Lease because of Landlord's failure to keep the
Premises in good order, condition and repair.
7.2 Tenant's Obligations: a) Notwithstanding Landlord's
obligation to deliver the Premises in good condition and repair,
Tenant shall be responsible for payment of the cost to Landlord
as Additional Rent for that portion of the cost of any
maintenance and repair of the Premises, or any equipment
(wherever located) that serves only Tenant or the Premises, to
the extent such cost is attributable to causes beyond normal wear
and tear. Tenant shall be responsible for the cost of painting,
cleaning, repairing and or replacing wall coverings, carpets and
to repair or replace any Premises improvements that are not
ordinarily a part of the Building or that are above then Building
standards. Landlord may, at its option, upon reasonable notice,
elect to have Tenant perform any particular such maintenance or
repairs the cost of which is otherwise Tenant's responsibility
hereunder.
b) On the last day of the term hereof, or on any
sooner termination, Tenant shall surrender the Premises to
Landlord in the same condition as received, ordinary wear and
tear excepted, clear and free of debris. Any damage or
deterioration of the Premises shall not be deemed ordinary wear
and tear if the same could have been prevented by good
maintenance practices by Tenant. Tenant shall repair any damage
to the Premises occasioned by the installation or removal of
Tenant's trade fixtures, alterations, furnishings and equipment.
Except as otherwise stated in this Lease, Tenant shall leave the
air lines, power panels, electrical distribution systems,
lighting fixtures, air conditioning, window coverings, wall
coverings, carpets, wall paneling, ceilings and plumbing on the
premises and in good and operating condition.
7.3 Alterations and Additions:
a) Tenant shall not, without Landlord's prior written
consent, make any alterations, improvements, additions, Utility
Installations or repairs in, on or about the Premises or the
Building Project. As used in this paragraph 7.3 the term
"Utility Installation" shall include carpeting, window and wall
coverings, power panels, electrical distribution systems,
lighting fixtures, air conditioning, plumbing, and telephone and
telecommunication wiring and equipment. At the expiration of the
term, Landlord may require the removal of any or all of said
alterations, improvements, additions or Utility Installations,
and the restoration of the Premises and the Building Project to
their prior condition, at Tenant's expense. Should Landlord
permit Tenant to make its own alterations, improvements,
additions or Utility Installations, Tenant shall use only such
contractor as has been expressly approved by Landlord in writing,
and Landlord may require Tenant to provide Landlord, at Tenant's
sole cost and expense, a lien and completion bond in an amount
equal to one and one-half times the estimated cost of such
improvements, to insure Landlord against any liability for
mechanic's and/or materialmen's liens and to insure completion of
the work. Should Tenant make any alterations, improvements,
additions, or Utility Installations without the prior written
approval of Landlord, or use a contractor not expressly approved
by Landlord, Landlord may at any time during the term of this
Lease, require Tenant to remove any part or all of the same.
b) Any alterations, improvements, additions or
Utility Installations in or about the Premises or the Building
Project that Tenant shall desire to make shall be presented to
Landlord in written form, with proposed detailed plans. Tenant
agrees to reimburse Landlord upon written demand to Tenant for
all costs and expenses (including, without limitation, any
architects' and/or engineers' fees) incurred by Landlord in
approving or disapproving Tenant's plans for such alteration,
improvement, addition or Utility Installation. If Landlord shall
give its consent to Tenant's making such alteration, improvement,
addition or Utility Installation, the consent shall be deemed
conditioned upon Tenant acquiring a permit to do so from the
applicable governmental agencies, furnishing a copy thereof to
Landlord prior to the commencement of the work, and compliance by
Tenant with all conditions of said permit in a prompt and
expeditious manner.
c) Tenant shall pay, when due, all claims for labor
or materials furnished to or for Tenant at or for use in the
Premises, which claims are or may be secured by any mechanic's or
materialmen's lien against the Premises, the Building or the
Building Project, or any interest therein.
d) Tenant shall give Landlord no less than ten (10)
days' notice prior to the commencement of any work in the
Premises by Tenant, and Landlord shall have the right to post
notices of non-responsibility in or about the Premises or the
Office Tower as provided by law. If Tenant shall, in good faith,
contest the validity of any such lien, claim or demand, then
Tenant shall, at its sole cost and expense defend itself and
Landlord against the same and shall pay and satisfy any such
adverse judgment that may be rendered thereon before the
enforcement thereof against the Landlord or the Premises, the
Office Tower or the Building Project, upon the condition that if
Landlord shall require, Tenant shall furnish to Landlord a surety
bond satisfactory to Landlord in an amount equal to such
contested lien claim or demand indemnifying Landlord against
liability for the same and holding the Premises, the Building and
the Building Project free from the effect of such lien or claim.
In addition, Landlord may require Tenant to pay Landlord's
reasonable attorneys' fees and costs in participating in such
action if Landlord shall decide it is to Landlord's best interest
so to do.
e) All alterations, improvements, additions and
Utility Installations (whether or not such Utility Installations
constitute trade fixtures of Tenant) which may be made to the
Premises by Tenant, including but not limited to, floor
coverings, panelings, doors, drapes, built-ins, moldings, sound
attenuation, lighting and telephone or communication systems,
conduit, wiring and outlets, shall be made and done in a good and
workmanlike manner and of good and sufficient quality and
materials and shall be the property of Landlord and remain upon
and be surrendered with the Premises at the expiration of the
Lease term, unless Landlord requires their removal pursuant to
paragraph 7.2(b), in which case Tenant shall bear all cost and
expense for such removal and repair of the Premises. Provided
Tenant is not in default, notwithstanding the provisions of this
paragraph 7.3(e), Tenant's personal property and equipment, other
than that which is affixed to the Premises so that it cannot be
removed without material damage to the Premises or the Office
Tower, and other than Utility Installations, shall remain the
property of Tenant and may be removed by Tenant subject to the
provisions of paragraph 7.2(b). Tenant shall make any repairs
necessary as a result of such removal.
f) Tenant shall at its sole expense, provide Landlord
with as-built plans and specifications for any alterations,
improvements, additions or Utility Installations.
7.4 Utility Additions: Landlord reserves the right to
install new or additional utility facilities throughout the
Building Project for the benefit of Landlord or Tenant, or any
other tenant of the Building Project, including, but not limited
to such utilities as plumbing, electrical systems, security
systems, communication systems, fire protection and detection
systems, so long as such installations do not unreasonably
interfere with Tenant's use of the Premises.
8. Insurance; Indemnity.
8.1 Liability Insurance - Tenant: Tenant shall,
at Tenant's expense, obtain and keep in force during the term, or
any extension of this Lease, a policy of Comprehensive General
Liability insurance utilizing an Insurance Services Office
standard form with Broad Form General Liability Endorsement
(GL0404), or equivalent, in an amount of not less than $1,000,000
per occurrence of bodily injury and property damage combined or
in a greater amount as reasonably determined by Landlord. Said
policy of insurance shall insure Tenant with Landlord as an
additional insured against liability arising out of the use,
occupancy or maintenance of the Premises. Compliance with this
requirement of insurance shall not, however, limit the liability
of Tenant hereunder.
8.2 Liability Insurance - Landlord: Landlord shall obtain
and keep in force during the term or any extension of this Lease,
a policy of Combined Single Limit Bodily Injury and Broad Form
Property Damage Insurance, plus coverage against such other risks
Landlord deems advisable from time to time, insuring Landlord,
but not Tenant, against liability arising out of the ownership,
use, occupancy or maintenance of the Building Project in an
amount not less than $5,000,000.00 per occurrence.
8.3 Property Insurance - Tenant: Tenant shall, at
Tenant's expense, obtain and keep in force during the term of
this Lease for the benefit of Tenant, replacement cost fire and
extended coverage insurance, with vandalism and malicious
mischief, sprinkler leakage and earthquake sprinkler leakage
endorsements, in an amount equal to not less than 100% of the
full replacement cost, as the same may exist from time to time,
of all of Tenant's personal property, fixtures, equipment and
tenant improvements.
8.4 Property Insurance - Landlord: Landlord shall obtain
and keep in force during the term of this Lease a policy or
policies of insurance covering loss or damage to the Building
Project improvements, but not Tenant's personal property,
fixtures, equipment or tenant improvements, in the amount of the
full replacement cost thereof, as the same may exist from time to
time, utilizing Insurance Services Office standard form, or
equivalent, providing protection against all perils included
within the classification of fire, extended coverage, vandalism,
malicious mischief, plate glass, and such other perils as
Landlord deems advisable or may be required by a lender having a
lien on the Building Project. In addition, Landlord shall obtain
and keep in force, during the term of this Lease, a policy of
rental value insurance covering a period of one year, with loss
payable to Landlord, which insurance shall also cover all
Operating Expenses for said period. Tenant will not be named in
any such policies carried by Landlord and shall have no right to
any proceeds therefrom. The policies required by these
paragraphs 8.2 and 8.4 shall contain such deductibles as Landlord
or the aforesaid lender may determine. In the event that the
Premises shall suffer damage as defined in paragraph 9.1 hereof,
the deductible amounts under the applicable insurance policies
shall be deemed an Operating Expense. Tenant shall not do or
permit to be done anything which shall invalidate the insurance
policies carried by Landlord. Tenant shall pay the entirety of
any increase in the property insurance premium for the Building
Project over what it was immediately prior to the commencement of
the term of this Lease if the increase is specified by Landlord's
insurance carrier as being caused by the nature of Tenant's
occupancy or any act or omission of Tenant.
8.5 Insurance Policies: Tenant shall deliver to landlord
copies of liability insurance policies required under paragraphs
8.1 and 8.3 or certificates evidencing the existence and amounts
of such insurance within seven (7) days after the Commencement
Date of this Lease. No such policy shall be cancelable or
subject to reduction of coverage or other modification except
after thirty (30) days prior written notice to Landlord. Tenant
shall, at least (30) days prior to the expiration of such
policies, furnish Landlord with renewals thereof.
8.6 Waiver of Subrogation: Tenant and Landlord each
hereby release and relieve the other, and waive their entire
right of recovery against the other, for direct or consequential
loss or damage arising out of or incident to the perils covered
by property insurance carrier by such party, whether due to the
negligence of Landlord or Tenant or their agents, employees,
contractors and/or invitees. If necessary all property insurance
policies required under this Lease shall be endorsed to so
provide.
8.7 Indemnity: Subject to the provisions of paragraph 8.9,
Tenant shall indemnify and hold harmless Landlord and its agents,
employees, licensees and contractors, Landlord's master or ground
lessor, partners and lenders, from and against any and all claims
for damage to the person or property of anyone or any entity
arising from Tenant's use of the Building Project, or from the
conduct of Tenant's business or from any activity, work or things
done, permitted or suffered by Tenant in or about the Premises or
elsewhere and shall further indemnify and hold harmless Landlord
from and against any and all claims, costs and expenses arising
from any breach or default in the performance of any obligation
on Tenant's part to be performed under the terms of this Lease,
or arising from any act or omission of Tenant, or any of Tenant's
agents, contractors, employees or invitees and from and against
all costs, attorney's fees, expenses and liabilities incurred by
Landlord as the result of any such use, conduct, activity, work,
things done, permitted or suffered, breach, default or
negligence, and in dealing reasonably therewith, including but
not limited to the defense or pursuit of any claim or any action
or proceeding involved therein, and in case an action or
proceeding be brought against Landlord by reason of any such
matter, Tenant upon notice from Landlord shall defend the same at
Tenant's expense by counsel reasonably satisfactory to Landlord
and Landlord shall cooperate with Tenant in such defense.
Landlord need not have first paid any such claim in order to be
so indemnified.
8.8 Exemption of Landlord from Liability: Subject to the
provisions of paragraph 8.9, Tenant hereby agrees that Landlord
shall not be liable for injury to Tenant's business or any loss
of income therefrom or for loss of or damage to the goods, wares,
merchandise or other property of Tenant, Tenant's employees,
invitees, customers, or any other person in or about the Premises
or the Building Project. Landlord shall not be liable for injury
to the person of Tenant, Tenant's employees, agents, invitees,
customers or contractors, whether such damage or injury is caused
by or results from theft, fire, steam, electricity, gas, water or
rain, or from the breakage, leakage, obstruction or other defects
of pipe, sprinklers, wires, telecommunication wiring and
equipment, appliances, plumbing, air conditioning or lighting
fixtures, or from any other cause, whether said damage or injury
results from conditions arising upon the Premises or upon other
portions of the Building Project, or from other sources or
places, or from new construction of the repair, alteration or
improvement of any part of the Building Project, or of the
equipment, fixtures or appurtenances applicable thereto, and
regardless of whether the cause of such damage or injury or the
means of repairing the same is inaccessible. Landlord shall not
be liable for any damages arising from any act or neglect of any
other tenant, occupant or user of the Building Project, nor from
the failure of Landlord to enforce the provisions of any other
lease of any other tenant of the Building Project.
Notwithstanding the foregoing, Landlord will not be exempt from
liability for its own gross negligence or wilful misconduct.
8.9 No Representation of Adequate Coverage: Landlord
makes no representation that the limits or forms of coverage of
insurance specified in this paragraph 8 are adequate to cover
Tenant's property or obligations under this Lease.
9. Damage or Destruction
9.1 Definitions:
a) "Premises Damage" shall mean if the Premises are
damaged or destroyed to any extent.
b) "Office Tower Partial Damage" shall mean if the
Building of which the Premises are a part is damaged or destroyed
to the extent that the cost to is less than fifty percent (50%)
of the then Replacement Cost of the Building.
c) "Office Tower Total Destruction" shall mean if the
Building of which the Premises are a part is damaged or destroyed
to the extent that the cost to repair is fifty percent (50%) or
more of the then Replacement Cost of the Building.
d) "Insured Loss" shall mean damage or destruction
which was caused by an event required to be covered by the
insurance described in Paragraph 8. The fact than an Insured
Loss has a deductible amount shall not make the loss an uninsured
loss.
e) "Replacement Cost" shall mean the amount of money
necessary to be spent in order to repair or rebuild the damaged
area to the condition that existed immediately prior to the
damage occurring, excluding all improvements made by tenants.
9.2 Premises Damage; Office Tower Partial Damage.
a) Insured Loss: Subject to the provisions of
paragraphs 9.4 and 9.5, if at any time during the term or any
extension of this Lease, there is damage which is an Insured Loss
and which falls into the classification of either Premises Damage
or Office Tower Partial Damage, then Landlord shall, as soon as
reasonably possible and to the extent the required materials and
labor are readily available through usual commercial channels, at
Landlord's expense, repair such damage (but not Tenant's
fixtures, equipment, personal property or Tenant improvements,
which Tenant shall restore at Tenant's expense), to its condition
existing immediately prior to damage, and this Lease shall
continue in full force and effect without set off or abatement of
any rents.
b) Uninsured Loss: Subject to the provisions of
paragraphs 9.4 and 9.5, if at any time during the term or any
extension of this Lease, there is damage which is not an Insured
Loss and which falls within the classification of Premises Damage
or Office Tower Partial Damage, unless caused by a negligent or
willful act of Tenant (in which event Tenant shall make the
repairs at Tenant's expense), which damage prevents Tenant from
making any substantial use of the Premises, Landlord may at
Landlord's option either (i) repair such damage as soon as
reasonably possible at Landlord's expense, in which event this
Lease shall continue in full force and effect, or (ii) give
written notice to Tenant within thirty (30) days after the date
of the occurrence of such damage of Landlord's intention to
cancel and terminate this Lease as of the date of the occurrence
of such damage, in which event this Lease shall terminate as of
the date of the occurrence of such damage.
9.3 Office Tower Total Destruction: Subject to the
provisions of paragraphs 9.4 and 9.5, if at any time during the
term of this Lease there is damage, whether or not it is an
Insured Loss, which falls into the classification of Office Tower
Total Destruction then Landlord may at Landlord's option either
(i) repair such damage or destruction as soon as reasonably
possible at Landlord's expense (to the extent the required
materials are readily available through usual commercial
channels) to its condition existing immediately prior to the
damage, (but not Tenant's fixtures, equipment or tenant
improvements, which Tenant shall restore at Tenant's expense),
and this Lease shall continue in full force and effect, or (ii)
give written notice to Tenant within thirty (30) days after the
date of occurrence of such damage of Landlord's intention to
cancel and terminate this Lease, in which case this Lease shall
terminate as of the date of the occurrence of such damage.
9.4 Damage Near End of
Term: If at any time during the last twelve (12) months of
the term of this Lease there is damage which prevents Tenant from
making substantial use of the Premises, either party may cancel
and terminate this Lease as of the date of occurrence of such
damage by giving written notice to the other party within 30 days
after the date of occurrence of such damage.
9.5 Abatement of Rent; Tenant's Remedies. In the event
Landlord repairs or restores the Building or Premises pursuant to
the provisions of this Paragraph 9, and any part of the Premises
are not usable (including loss of use due to loss of access or
essential services), the rent payable hereunder (including
Lessee's Share of Operating Expenses) for the period during which
such damage, repair or restoration continues shall be abated,
provided (1) the damage was not the result of the negligence of
Tenant, and (2) such abatement shall be equal to that proportion
which the floor area rendered unusable bears to the gross floor
area of the Premises. Except for said abatement of rent, if any,
Tenant shall have no claim against Landlord for any damage
suffered by reason of any such damage, destruction, repair or
restoration.
(b) If Landlord shall be obligated to repair or
restore the Premises or the Building under the provisions of this
Paragraph 9 and shall not commence such repair or restoration
within ninety (90) days after such occurrence, or if Landlord
shall not complete the restoration and repair within six (6)
months after such occurrence, Tenant may at Tenant's option
cancel and terminate this Lease by giving Landlord written notice
of Tenant's election to do so at any time prior to the
commencement or completion, respectively, of such repair or
restoration. In such event this Lease shall terminate as of the
date of such notice.
(c) Tenant agrees to cooperate with Landlord in
connection with any such restoration and repair, including but
not limited to the approval and/or execution of plans and
specifications required.
9.6 Termination-Advance Payments. Upon termination of
this Lease pursuant to this Paragraph 9, an equitable adjustment
shall be made concerning advance rent and any advance payments
made by Tenant to Landlord. Landlord shall, in addition, return
to Tenant so much of Tenant's security deposit as has not
theretofore been applied by Landlord.
9.7 Waiver: Landlord and Tenant waive the provisions of
any statute which relate to termination of leases when leased
property is destroyed and agree that such an event shall be
governed by the terms of this Lease.
10. Real Property Taxes:
10.1 Payment of Taxes: Landlord shall pay the real
property tax, as defined in paragraph 10.3, applicable to the
Building Project subject to reimbursement by Tenant of Tenant's
share of such taxes in accordance with the provisions of
paragraph 4.2 herein.
10.2 Additional Improvements: Tenant shall pay to Landlord
at the time that Operating Expenses are payable under paragraph
4.2 the entirety of any increase in real property tax if assessed
solely by reason of additional improvements placed upon the
Premises by Tenant or at Tenant's request.
10.3 Definition of "Real Property Tax:" As used herein,
the term "real property tax" shall include any form of real
estate tax or assessment, general, special, ordinary or
extraordinary, and any license fee, commercial rental tax,
improvement bond or bonds, levy or tax (other than inheritance,
personal income or estate taxes) imposed on the Building Project
or any portion thereof by any authority having the direct or
indirect power to tax, including any city, county, state or
federal government, or any school, agricultural, sanitary, fire,
street, drainage or other improvement district thereof, as
against any legal or equitable interest of Landlord in the
Building Project or in any portion thereof, as against Landlord's
right to rent or other income therefrom, and as against
Landlord's business of leasing the Building Project. The term
"real property tax" shall also include any tax, fee, levy,
assessment or charge (a) in substitution of, partially or
totally, any tax, fee, levy, assessment or charge hereinabove
included within the definition of "real property tax", or (b) the
nature of which was hereinbefore included within the definition
of "real property tax," or (c) which is imposed for a service or
right not charged prior to June 1, 1978, or, if previously
charged, has been increased since June 1, 1978, or (d) which is
imposed as a result of a change in ownership, as defined by
applicable local statutes for property tax purposes, of the
Building Project or which is added to a tax or charge
hereinbefore included within the definition of real property tax
by reason of such change of ownership, or (e) which is imposed by
reason of this transaction, any modification or changes hereto,
or any transfers hereof.
10.4 Joint Assessment: If the improvements or property, the
taxes for which are to be paid separately by Tenant under
paragraph 10.2 or 10.5 are not separately assessed, Tenant's
portion of that tax shall be equitably determined by Landlord
from the respective valuations assigned in the assessor's work
sheets or such other information (which may include the cost of
construction) as may be reasonably available. Landlord's
reasonable determination thereof, in good faith, shall be
conclusive.
10.5 Personal Property Taxes:
a) Tenant shall pay prior to delinquency all taxes
assessed against and levied upon trade fixtures, furnishings,
equipment and all other personal property of Tenant contained in
the Premises or elsewhere.
b) If any of Tenant's said personal property shall be
assessed with Landlord's real property, Tenant shall pay to
Landlord the taxes attributable to Tenant's personal property
within ten (10) days after receipt of a written statement setting
forth the taxes applicable to Tenant's property.
11. Utilities and Services.
11.1 Services Provided by Landlord: Provided that Tenant
is not in default hereunder, Landlord agrees to furnish or cause
to be furnished to the Premises the utilities and services
described, subject to the conditions and in accordance with the
standards set forth below:
(a) Landlord shall provide automatic elevator
facilities Monday through Friday, excepting therefrom all
holidays recognized by Landlord, hereinafter collectively
referred to as "generally accepted business days," from 8:00 a.m.
to 6:00 p.m., and on Saturdays from 8:00 a.m. to 12:00 noon, and
have at least one elevator available for use at all other times.
(b) On generally accepted business days from 8:00 a.m.
to 6:00 p.m. and on Saturdays from 8:00 a.m. to 12:00 noon (and
at all other times for a reasonable additional charge to be fixed
by Landlord), Landlord shall ventilate the Premises and furnish
air conditioning when required for the reasonable and comfortable
occupancy of the Premises during such days and hours, subject to
any requirements or standards relating to, among other things,
energy conservation, imposed or established by governmental or
cooperative organizations. Landlord shall make available at
Tenant's expense after-hours power, including light and air
conditioning to each floor of the Building which shall be
controlled by digital control or other central control system
selected by Landlord. Any charges for after-hours power and air
conditioning and the cost thereof shall be determined by Landlord
and confirmed in writing to Tenant.
(c) Landlord shall furnish to the Premises at all
times, subject to interruptions beyond Landlord's control,
electric current as required by the Building standard office
lighting (approximately 40 to 55 candles per square foot) and
receptacles (approximately one (1) watt per square foot). At all
times Tenant's use of electric current shall never exceed the
capacity of the feeders to the Building or the risers or wiring
installation. Tenant shall not install nor use nor permit the
installation or use of any computer or electronic data processing
equipment in the Premises without the prior written consent of
Landlord.
(d) Landlord shall provide janitorial services to the
Premises comparable to those provided to other first class Office
Towers in the vicinity provided the same are used exclusively as
offices and are kept reasonably in order by Tenant. Tenant shall
pay Landlord the cost of removal of any of Tenant's refuse and
rubbish, to the extent that the same exceeds the refuse and
rubbish usually attendant upon the use of premises as offices.
(e) Landlord shall replace, as necessary, the
fluorescent tubes in the Office Tower standard lighting fixtures
installed by Landlord. If Tenant fails to make any replacement
of Tenant's light bulbs within five (5) days after written notice
from Landlord, Landlord may make such replacement within five (5)
days after written notice from Landlord and charge the cost of
labor and materials involved therein to Tenant, as Additional
Rent.
(f) Area thermostats are provided for the comfort of
tenants. However, the misuse and damage to any such thermostat by
Tenant will result in the Tenant incurring the entire cost of
replacement and reinstallation, plus a 20% servicing fee based on
the actual cost of such repair.
12. Assignment and Subletting.
12.1 Terms and Conditions Applicable to Assignment and
Subletting: Tenant may not (a) sell, assign, sublease, transfer,
or hypothecate the whole or any part of its interest under this
Lease, (b) sublet the whole or any part of the Premises, or (c)
allow the occupancy of the whole or any part of the Premises by
another without in each case obtaining the prior written consent
of Landlord, which shall not be unreasonably withheld.
Notwithstanding any permitted assignment or subletting, Tenant
shall at all times remain directly, primarily and fully
responsible and liable for the payment of rent and for compliance
with all obligations under the terms, provisions and covenants of
this Lease. Upon the occurrence of an "Event of Default" (as
defined in Article 13, below) if the Premises or any part thereof
are then sublet, Landlord, in addition to any other remedies
herein provided or provided by law, may at its option collect
directly from such sublessee all rents becoming due to Tenant
under such sublease and apply such rents against any sums due to
Landlord from Tenant hereunder, and no such collection shall be
construed to constitute a novation or release of Tenant from the
further performance of Lessee's obligations under this Lease.
Any sale, assignment, transfer of hypothecation of Tenant's
interest under this Lease, and any proposed subletting or
occupancy of the Premises not in compliance with this Article 12
shall be void and shall, at the option of Landlord exercisable by
Notice to Tenant, terminate this Lease. This Lease shall not be
assignable by operation of law, except that if Tenant is a
natural person, this Lease shall be binding upon and inure to the
benefit of the estate of Tenant.
12.2 Subletting: In the event Tenant desires to sublet all
or any portion of the Premises, Tenant shall give not less than
thirty (30) days' prior written notice thereof to Landlord
setting forth the name of the proposed subtenant, the term,
rental rate and any other relevant particulars to the proposed
subletting, including without limitation, evidence satisfactory
to Landlord that the proposed subtenant will immediately occupy
and thereafter use the sublet portion of the Premises for the
entire time of the sublease, a description of the proposed use of
the Premises and financial statements of the proposed subtenant.
Upon such subletting the subtenant shall furnish a certificate to
Landlord verifying the total consideration that it will pay for
the sublease.
12.3 Assignment: Tenant shall in no event assign less than
its entire interest in this Lease. In the event Tenant desires
to assign all (but not less than all) of its interest under this
Lease, Tenant shall give not less than thirty (30) days' prior
written notice thereof to Landlord setting forth the name of the
proposed assignee, the terms of the assignment, and any other
relevant particulars of the proposed assignment, including
without limitation, evidence satisfactory to Landlord that the
proposed assignee will immediately occupy and thereafter use the
entire premises for the remaining term of the Lease, a
description of the proposed use of the Premises and financial
statements of the proposed assignee. Upon such assignment the
assignee shall furnish a certificate to landlord verifying the
total consideration paid the Tenant of the assignment.
12.4 Landlord's Consent: Upon receipt of written notice
from Tenant of Tenant's desire to either sublet all or any
portion of the Premises or to assign its entire interest under
the Lease, Landlord shall have a period of thirty (30) days to
notify Tenant of the exercise of any one of the following two
options:
(a) Landlord's approval of the sublease or assignment.
In such event Landlord shall have the right to collect the excess
rental, if any, resulting from the new lease or sublease, as set
forth in Section 51.7, or;
(b) Disapprove of the proposed sublease or assignment,
provided that such disapproval will be based upon reasonable
grounds
In the event Landlord fails to notify Tenant within thirty
(30) days, as aforesaid, it shall be deemed as approval of the
proposed sublease or assignment.
12.5 Landlord's Expenses: Any requests for the consent of
Landlord to an assignment or subletting of this Lease shall be
accompanied by a payment in the amount of Five Hundred Dollars
($500.00) representing Landlord's cost of administration in
reviewing Tenant's request and the information pertaining
thereto. Landlord shall not be required to respond to any such
request without payment, as aforesaid.
13. Default; Remedies.
13.1 Default. The occurrence of any one or more of the
following events shall constitute a material default under the
terms of this Lease by Tenant:
a) Notwithstanding the foregoing, vacation or
abandonment of the Premises for a period of not to exceed sixty
(60) days shall not be a default under this lease so long as
Tenant is actively marketing the space to procure replacement
tenants for all or a portion of the Premises.
b) Any breach by Tenant of any of the covenants,
conditions or provisions of paragraphs 7.3(a),(b), or (d)
(alternations), 12.1 (assignment or subletting), 13.1(a)
(vacation or abandonment), 13.1(e) (insolvency), 13.1(f) (false
statement), 15(a) (estoppel certificate), 29(b) (subordination),
32 (auctions), or 40(a) (easements), all of which are hereby
deemed to be material, non-curable defaults without the necessity
of any notice by Lessor to Lessee thereof.
c) 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 from Landlord to
Tenant. In the event that Landlord serves Tenant with a Notice
to Pay Rent or Quit pursuant to Section 1161 of the California
Code of Civil Procedure such Notice to Pay Rent or Quit shall
also constitute the notice required by this subparagraph.
d) The failure by Tenant to observe or perform any of
the covenants, conditions or provisions of this Lease to be
observed or performed by Tenant other than those referenced in
subparagraphs (b) and (c), above, where such failure shall
continue for a period of thirty (30) days after written notice
thereof from Landlord to Tenant; provided, however, that if the
nature of Tenant's noncompliance is such that more than thirty
(30) days are reasonably required for its cure, then Tenant shall
not be deemed to be in default if Tenant commenced such cure
within said thirty (30) day period and thereafter diligently
pursues such cure to completion. To the extent permitted by law,
such thirty (30) day notice shall constitute the sole and
exclusive notice required to be given to Tenant under Section
1161 of the California Code of Civil Procedure.
e) (i) The making by Tenant of any general
arrangement or general assignment for the benefit of creditors;
(ii) Tenant becoming a "debtor" as defined in 11 U.S.C. Section
101 or any successor statute thereto (unless, in the case of a
petition filed against Tenant, the same is dismissed within sixty
(60) days); (iii) the appointment of a trustee or receiver to
take possession of substantially all of Tenant's assets located
at the Premises or of Tenant's of substantially all of Tenant's
assets located at the Premises or of Tenant's interest in this
Lease, where such seizure is not discharged within thirty (30)
days.
f) The discovery by Landlord that any financial
statement given to Landlord by Tenant, or its successor in
interest or by any guarantor of Tenant's obligation hereunder,
was materially false.
13.2 Remedies. In the event of any material default or
breach of the terms of this Lease by Tenant, Landlord may at any
time thereafter, with or without notice or demand and without
limiting Landlord in the exercise of any right or remedy which
Landlord may have by reason of such default:
a) Terminate Tenant's right to possession of the
Premises by any lawful means, in which case this Lease and the
term hereof shall terminate and Tenant shall immediately
surrender possession of the Premises to Landlord. In such event
Landlord shall be entitled to recover from Tenant:
i) the worth at the time of award of any unpaid
rent which has been earned at the time of such termination, plus
ii) the worth at the time of award of the amount
by which the unpaid rent which would have been earned after
termination until the time of award exceeds the amount of such
rental loss Tenant proves could have been reasonable avoided,
plus
iii) the worth at the time of award of the amount
by which the unpaid rent for the balance of the term after the
time of award exceeds the amount of such rental loss that Tenant
proves could have been reasonably avoided, plus
iv) any other amount necessary to compensate
Landlord for all the detriment proximately caused by Tenant's
failure to perform under this Lease or which in the ordinary
course of things would be likely to result therefrom.
As used in subsections i) and ii) the "worth at the
time of award" is computed by allowing interest at the rate of
ten percent (10%) per annum. As used in subsection iii) the
"worth at the time of award" is computed by discounting such
amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus one percent (1%). For the
purposes of this paragraph the term "rent" shall include the
monthly rent and all other sums required to be paid by Lessee
under this Lease.
b) Maintain Tenant's right to possession in which
case this Lease shall continue in effect whether or not Tenant
shall have vacated or abandoned the Premises. In such event
Landlord shall be entitled to enforce all of the Landlord's
rights and remedies under this Lease, including the right to
recover the Rents as they become due hereunder.
c) Pursue any other remedy now or hereafter available
to Landlord under the laws or judicial decisions of the State of
California. Unpaid installments of Rents and other unpaid
monetary obligations of Tenant under the terms of this Lease
shall bear interest from the date due at 12% per annum or the
maximum rate then allowed by law, whichever is greater.
13.3 Default by Landlord. Landlord shall not be in default
under the terms of this lease unless Landlord fails to perform
obligations required of Landlord within a reasonable time, but in
no event later than thirty (30) days after Landlord's receipt of
written notice from Tenant 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 in default if Landlord commences performance within such 30
day period and thereafter diligently pursues the same to
completion.
13.4 Late Charges. Tenant hereby acknowledges that late
payment by Tenant to Landlord of Base Rent, Tenant's Share of
Operating Expenses or other sums due hereunder will cause
Landlord to incur costs not otherwise 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 on Landlord by the terms of any mortgage or trust deed
covering the Building Project. Accordingly, if any installment
of Base Rent, Operating Expenses or any other sum due from Tenant
shall not be received by Landlord or Landlord's designee within
five (5) days after such amount shall be due, then without any
requirement for notice to Tenant, Tenant shall pay to Landlord a
late charge equal to five percent (5%) of such overdue amount.
The parties hereby agree that such late charge represents a fair
and reasonable estimate of the costs Landlord will incur by
reason of late payment by Tenant. Acceptance of such late charge
by 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.
14. Condemnation. If the Premises or any portion thereof or the
Building Project are taken under the power of eminent domain, or
sold under the threat of the exercise of said power (all of which
are herein called "condemnation"), this Lease shall terminate as
to the part so taken as of the date the condemning authority
takes title or possession, whichever first occurs; provided that
if so much of the Premises or the Building Project are taken by
such condemnation as would in Landlord's opinion substantially
and adversely affect the operation and profitability of Tenant's
business conducted from the Premises, Landlord shall have the
option, upon written notice to Tenant within thirty (30) days
after Landlord shall have given Tenant written notice of such
taking (or in the absence of such notice, within thirty (30) days
after the condemning authority shall have taken possession), to
terminate this Lease as of the date of condemning authority takes
such possession or may move Tenant to a substituted premises in
accordance with the provisions of paragraph 15. Common Areas
taken shall be excluded from the Common Areas usable by Tenant
and no reduction of rent shall occur with respect thereof.
Landlord shall have the option, in its sole discretion, to
terminate this Lease as of the taking of possession by the
condemning authority, by giving written notice to Tenant of such
election within thirty (30) days after receipt of notice of a
taking by condemnation of any part of the Premises or the
Building Project. Any award for the taking of all or any part of
the Premises or the Building Project under the power of eminent
domain or any payment made under threat of the exercise of such
power shall be the property of Landlord. In the event that this
Lease is not terminated by reasons of such condemnation, Landlord
shall to the extent of severance damages received by Landlord in
connection with such condemnation, repair any damage to the
Premises caused by such condemnation. Tenant shall pay any
amount in excess of such severance damages required to complete
such repair for its improvements. Tenant shall have the right to
pursue its own claims against a condemning authority for its own
damages, if any.
15. Estoppel Certificate.
a) Each party (as "responding party") shall at any time
upon ten (10) days prior written notice from the other party
("requesting party") execute, acknowledge, and deliver to the
requesting party a statement in writing: (i) 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 rent and other charges are paid in advance,
if any, and (ii) acknowledging that there are not, to the
responding party's knowledge, any uncured defaults on the part of
the requesting party, or specifying such defaults if any are
claimed. Any such statement may be conclusively relied upon by
any prospective purchaser or encumbrancer of the Building Project
or of the business of Tenant.
b) At the requesting party's option, the failure to
deliver such statement within such time shall be a material
default of this Lease by the party who is to respond, without any
further notice to such party, or it shall be conclusive upon such
party that (i) this Lease is in full force and effect, without
modification except as may be represented by the requesting
party, (ii) there are no incurred defaults in the requesting
party's performance, and (iii) if Landlord is the requesting
party, not more than one month's rent has been paid in advance.
c) If Landlord desires to finance, refinance, or sell the
Building Project, or any part thereof, Tenant hereby agrees to
deliver to any lender or purchaser designated by Landlord such
financial statements of Tenant as may be reasonably required by
such lender or purchaser. Such statements shall include the past
three (3) years' financial statements of Tenant. All such
financial statements shall be received by Landlord and such
lender or purchaser in confidence and shall be used only for the
purposes herein set forth.
16. Landlord's Liability. The term "Landlord" as used herein
shall mean only the owner or owners, at the time in question, of
the fee title or a lessee's interest in a ground lease of the
Building Project and in the event of any transfer of such title
or interest, Landlord herein named shall be relieved from any and
all liability thereafter to be performed. The obligations
contained in this Lease to be performed by Landlord shall be
binding on Landlord's successors and assigns, only during their
respective periods of ownership.
17. Severability. The invalidity of any provision of this Lease
as determined by a court of competent jurisdiction shall in no
way affect the validity of any other provision hereof.
18. Interest on Past-due Obligations. Except as expressly
herein provided, any amount due to Landlord not paid when due
shall bear interest at 12% per annum or the maximum rate then
allowable by law, whichever is greater, on judgments and any
other amount due but not yet paid by the prescribed time, from
the date due. Payment of such interest shall not excuse nor cure
any default by Tenant under this Lease.
19. Time of Essence. Time is of the essence with respect to
the obligations to be performed under this Lease.
20. Additional Rent. All monetary obligations of Tenant to
Landlord under the terms of this Lease including but not limited
to Tenant's Share of Operating Expense increase any other
expenses payable by Tenant hereunder shall be deemed to be Rent.
21. Incorporation of Prior Agreement; Amendments. This Lease
contains all agreements of the parties with respect to any matter
mentioned herein. No prior or contemporaneous agreement or
understanding pertaining to any such matter contained in this
Lease shall be effective. This Lease may be modified in writing
only, signed by the parties in interest at the time of the
modification. Except as otherwise stated in this Lease, Tenant
hereby acknowledges that neither Landlord nor any employee nor
agents of any of said persons has made any oral or written
warranties or representations to Tenant relative to the condition
or use by Tenant of the Premises or the Building Project and
Tenant acknowledges that Tenant assumes all responsibility
regarding the Occupational Safety Health Act, the legal use and
adaptability laws and regulations in effect during the term of
this Lease.
22. Notices. Any notice required or permitted to be given
hereunder shall be in writing and shall be given by certified or
registered mail to Tenant or to Landlord at the address noted in
paragraph 1.10 of the Basic Lease Provisions or as otherwise
provided in writing. Mailed notices shall be deemed given upon
actual receipt thereof at the address required. Either party may,
by giving notice to the other, specify a different address for
notice purposes except that upon Tenant's taking possession of
the Premises, the Premises shall constitute Tenant's address for
notice purposes. A copy of all notices required or permitted to
be given to Landlord hereunder shall be concurrently transmitted
to such party or parties at such addresses as Landlord may from
time to time hereafter designate by notice to Tenant.
23. Waivers. No waiver by Landlord or any provision hereof
shall be deemed a waiver of any other provision hereof of any
subsequent breach by Tenant of the same or any other provision.
Landlord's consent to, or approval, of, any act shall not be
deemed to render unnecessary the obtaining of Landlord's consent
to or approval of any subsequent act by Tenant. The acceptance
of rent hereunder by Landlord shall not be a waiver of any
preceding breach of Tenant of any provision hereof, other than
the failure of Tenant to pay the particular rent so accepted,
regardless of Landlord's knowledge of such preceding breach at
the time of acceptance of such rent.
24. Recording. Either Landlord or Tenant shall, upon request
of the other, execute, acknowledge and deliver to the other a
"short form" memorandum of this Lease for recording purposes. At
termination of this Lease, Tenant shall execute, acknowledge and
deliver to Landlord, within five (5) days after written demand
from Landlord to Tenant, any quitclaim deed or other document as
may be reasonably requested by any reputable title insurance
company to remove this Lease as a matter affecting title to the
Premises.
25. Holding Over. If Tenant, with Landlord's written consent,
remains in possession of the Premises or any part thereof after
the Expiration Date or sooner termination of the lease term
hereof, such occupancy shall be a tenancy from month to month
upon all the provisions of this Lease pertaining to the
obligations of Tenant, except that the Rents payable shall be one
hundred twenty-five percent (125%) of the Rents payable
immediately preceding the Expiration Date of this Lease.
Acceptance by Landlord of rent after expiration or earlier
termination of this Lease shall not constitute a consent to a
holdover hereunder or result in a renewal hereof. The foregoing
provisions of this paragraph are in addition to and do not affect
Landlord's right of re-entry or any other rights of Landlord
hereunder or as otherwise provided by law.
26. Cumulative Remedies. No remedy or election hereunder
shall be deemed exclusive but shall, wherever possible, be
cumulative with all other remedies at law or in equity.
27. Covenants and Conditions. Each provision of this Lease
to be performed by Tenant shall be deemed both a covenant and a
condition.
28. Binding Effect; Choice of Law. Subject to any provisions
hereof restricting assignment or subletting by Tenant, this Lease
shall bind the parties, their personal representatives,
successors and assigns. This Lease shall be governed by the laws
of the State of California and any litigation concerning this
Lease between the parties hereto shall be initiated in the County
of Orange, California.
29. Subordination; Non-Disturbance.
a) This Lease, at Landlord's option, shall be subordinate
to any ground lease, mortgage, deed of trust, or any other
hypothecation or security now or hereafter placed upon the
Building Project and to any and all advances made on the
security thereof and to all renewals, modifications,
consolidations, replacements and extensions thereof. If any
mortgagee, trustee or ground lessor shall elect to have this
Lease prior to the lien of its mortgage, deed of trust or ground
lease, and shall give written notice thereof to Tenant, this
Lease shall be deemed prior to such mortgage, deed of trust or
ground lease, whether this Lease is dated prior or subsequent to
the date of said mortgage, deed of trust or ground lease or the
date of recording thereof.
b) Tenant agrees to execute any documents required to
effectuate any attornment, a subordination, or to make this Lease
prior to the lien of any mortgage, deed of trust or ground lease,
as the case may be. Tenant's failure to execute such documents
within ten (10) days after written demand shall constitute a
material default by tenant hereunder without further notice to
Tenant or at Landlord's option. Landlord shall execute such
documents on behalf of Tenant as Tenant's attorney-in-fact.
Tenant does hereby make, constitute and irrevocable appoint
Landlord as Tenant's attorney-in-fact and in Tenant's name, place
and stead, to execute such documents in accordance with this
paragraph 29(b).
c) In the event Tenant wishes to obtain a non-disturbance
agreement from any existing trust deed holder(s) on the subject
property, Landlord agrees to present such agreement, furnished by
Tenant, to said trust deed holder(s) for execution. Landlord
makes no guarantees, however, as to whether or not a lender will
execute same.
30. Attorney's Fees.
a) If either party herein brings an action to enforce the
terms hereof or declares rights hereunder, the prevailing party
in any such action, trial or appeal thereon, shall be entitled to
his reasonable attorneys' fees to be paid by the losing party as
fixed by the court in the same or a separate suit.
b) Landlord shall be entitled to reasonable attorneys'
fees and all other costs and expenses incurred in the preparation
and service of notices of default and consultations in connection
therewith, whether or not a legal action is subsequently
commenced in connection with such default.
31. Landlord's Access.
a) Landlord and Landlord's agents shall have the right to
enter the Premises at reasonable times for the purpose of
inspecting the same, performing any services required of
Landlord, showing the same to prospective purchasers, lenders, or
lessees, taking such safety measures, erecting such scaffolding
or other necessary structures, making such alterations, repairs,
improvements or additions to the Premises or to the Building
Project as Landlord may reasonably deem necessary or desirable
and the erecting, using and maintaining of utilities, services,
pipe and conduits through the Premises and/or other premises as
long as there is no material adverse effect to Tenant's use of
the Premises. Landlord may at any time, place in or about the
Premises or the Office Tower any ordinary "For Sale" signs and
Landlord may at any time during the last 180 days of the term
hereof place on or about the Premises any ordinary "For Lease"
signs.
b) All activities of Landlord pursuant to this paragraph
shall be without abatement of rent, nor shall Landlord have any
liability to Tenant for the same.
c) Landlord shall have the right to retain keys to the
Premises and to unlock all doors in or upon the Premises other
than to files, vaults and safes, and in the case of emergency to
enter the Premises by any reasonably appropriate means, and any
such entry shall not be deemed a forcible or unlawful entry or
detainer of the Premises or any eviction. Tenant waives any
charges for damages or injuries for interference with Tenant's
property or business in connection therewith.
32. Auctions. Tenant shall not conduct, nor permit to be
conducted, either voluntarily or involuntarily, any auction upon
the Premises or the Building Project without first having
obtained Landlord's prior written consent. Notwithstanding
anything to the contrary in this Lease, Landlord shall not be
obligated to exercise any standard or reasonableness in
determining whether to grant such consent. The holding of any
auction on the Premises or common areas in violation of this
paragraph shall constitute a material default of this Lease.
33. Signs. Tenant shall not place any sign upon the Premises
or the Building Project without Landlord's prior written consent.
Under no circumstances shall Tenant place a sign on any roof of
the Building Project.
34. Merger. The voluntary or other surrender of this Lease by
Tenant, or mutual cancellation thereof, or a termination by
Landlord, shall not work a merger, and shall, at the option of
Landlord, terminate all or any existing subtenancies or may, at
the option of Landlord, operate as an assignment to Landlord of
any or all of such subtenancies.
35. Consents. Except for paragraphs 33 (Auctions) and 34
(Signs) herein, wherever in this Lease the consent of one party
is required to an act of the other party such consent shall not
be unreasonably withheld or delayed.
36. Guarantor. In the event that there is a guarantor of this
Lease, said guarantor shall have the same obligations as Tenant
under this Lease.
37. Quiet Possession. Upon Tenant paying the Rents for the
Premises and observing and performing all of the covenants,
conditions and provisions on Tenant's part to be observed and
performed hereunder, Tenant shall have quiet possession of the
Premises for the entire term hereof subject to all of the
provisions of this Lease. The individuals executing this Lease
on behalf of Landlord represent and warrant to Tenant that they
are fully authorized and legally capable of executing this Lease
on behalf of Landlord and that such execution is binding upon all
parties holding an ownership interest in the Building Project.
38. Force Majeure. If the performance by Landlord of any of its
obligations or undertakings under this Lease is interrupted or
delayed by any occurrence not occasioned by the conduct of
Landlord or its agents, whether that occurrence is an act of God
or public enemy, or whether that occurrence is caused by war,
riot, storm, earthquake, or other natural forces, or by the acts,
omissions, requests or conduct of Tenant or anyone not a party to
this Lease, then Landlord shall be excused from any further
performance for whatever period of time after the occurrence is
reasonable necessary, in the Landlord's sole discretion, to
remedy the effects of that occurrence. In such an event, Tenant
shall be entitled to equitable rental abatement during the period
of delay caused by such Force Majeure.
39. Security Measures-Landlord's Reservations.
39.1 Tenant hereby acknowledges that Landlord shall have no
obligation whatsoever to provide guard service or other security
measures for the benefit of the Building Project or Tenant's
Premises. Tenant shall assume all responsibility for the
protection of Tenant, its agents, customers, and invitees and the
personal property thereof. Nothing herein contained shall
prevent Landlord, at Landlord's sole option, from providing
security protection for the Building Project, or any part
thereof, in which event the cost thereof shall be included within
the definition of Operating Expenses, as set forth in paragraph
4.2.
39.2 Landlord shall have the following rights:
a) To change the name, address or title of the entire
Building Project and/or the Office Tower in which the Premises
are located;
b) To, at Tenant's expense, provide and install
Office Tower standard graphics on the door of the Premises and
such portions of the Common Areas as Landlord shall deems
appropriate;
c) To permit any Tenant the exclusive right to
conduct any business as long as such exclusive use does not
conflict with any rights expressly given herein;
d) To place such signs, notices or displays as
Landlord reasonably deems necessary or advisable upon the roof,
exterior of the Office Tower or the Building Project or on pole
signs in the Common Area.
39.3 Tenant shall not:
a) Use a representation (photographic or otherwise)
of the Office Tower or the Building Project or its name(s) in
connection with Tenant's business without the prior written
consent of Landlord;
b) Suffer or permit anyone, except in an emergency,
to go upon the roof of the Office Tower.
40. Easements.
a) Landlord reserves to itself the right, from time to
time, to grant such easements, rights and dedications as Landlord
deems necessary or desirable, and to cause the recordation of
Parcel Maps and restrictions, so long as such easements, rights,
dedications, Maps and restrictions do not unreasonably interfere
with the use of the Premises by Tenant. Tenant shall sign any of
the aforementioned documents upon request of Landlord or failure
to do so shall constitute a material default of this Lease by
Tenant without the need for further notice to Tenant.
b) The obstruction of Tenant's view, air or light by any
structure erected in the vicinity of the Office Tower, whether by
Landlord or third parties, shall in no way affect this Lease nor
impose any liability upon Landlord.
41. Performance Under Protest. If at any time a dispute shall
arise as to any amount or sum of money to be paid by one party to
the other under the provisions hereof, the party against whom the
obligation to pay the money is asserted shall have the right to
make payment "under protest" and such payment shall not be
regarded as a voluntary payment, and there shall survive the
right on the part of said party to institute suit for recovery of
such sum. If it shall be adjudged that there was no legal
obligation on the part of said party to pay such sum or any part
thereof, said party shall be entitled to recover such sum or so
much thereof as it was not legally required to pay under the
provisions of this Lease.
42. Authority. If Tenant is a corporation, trust or general
or limited partnership, Tenant, and each individual executing
this Lease on behalf of such entity, represents and warrants that
such individual is duly authorized to execute and deliver this
Lease on behalf of said entity. If Tenant is a corporation, trust
or partnership, Tenant shall deliver to Landlord evidence of such
authority satisfactory to Landlord prior to execution of this
Lease.
43. Conflict. Any conflict between the printed provisions,
Exhibits or Addenda of this Lease and the typewritten or
handwritten provisions, if any, shall be controlled by the
typewritten or handwritten provisions.
44. No Offer. Preparation of this Lease by Landlord's agent and
submission of same to Tenant shall not be deemed an offer to
Tenant to lease. This Lease shall become binding upon Landlord
and Tenant only when fully executed by both parties.
45. Lender Modification. Tenant agrees to make such reasonable
modifications to this Lease as may be reasonably required by an
institutional lender in connection with the obtaining of normal
financing or refinancing of the Building Project.
46. Multiple Parties. If more than one person or entity is
named as either Landlord or Tenant herein, except as otherwise
expressly provided herein, the obligations of the Landlord or
Tenant herein shall be the joint and several responsibility of
all persons or entities named herein as such Landlord or Tenant,
respectively.
47. Defined Terms and Marginal Headings. The words "Landlord"
and "Tenant" as used herein shall each include the plural as well
as the singular. If more than one person is named as Tenant the
obligations of each person are joint and several. The headings
to the paragraphs of this Lease are for convenience only and are
not a part of this Lease and shall have no effect upon the
construction or interpretation of any part hereof.
48. Broker. The parties recognize as the broker(s) who
negotiated this Lease the party or parties whose name or names
are stated in Section 1.11 of the Basic Lease Provisions, and
agree that Landlord shall be solely responsible for the payment
of brokerage commissions to said broker(s) and that Lessee shall
have no responsibility therefore unless written provision to the
contrary has been made.
Tenant represents and warrants that it has not dealt with or
employed any broker or agent as its representative in the
negotiation for or the obtaining of this Lease other than the
broker, if any, listed in said Section 1.11 as its sole and
exclusive agent (if any), and agrees to indemnify and hold
harmless Landlord against all costs or liability for compensation
claimed by any broker or agent (other than the broker, if any,
listed in said Section 1.11 as its sole and exclusive agent (if
any) and all attorneys' fees expended in connection therewith.
49. Substituted Premises. Paragraph deleted.
50. Hazardous Materials. Tenant agrees that Tenant, its agents
and contractors, licensees, or invitees shall not handle, use,
manufacture, store or dispose of any flammables, explosives,
radioactive materials, hazardous wastes or materials, toxic
wastes or materials, or other similar substances, petroleum
products or derivatives (collectively "Hazardous Materials") on,
under, or about the Premises, without Landlord's prior written
consent (which consent may be given or withheld in Landlord's
sole discretion), provided that Tenant may handled, store, use or
dispose of products containing small quantities of Hazardous
Materials, which products are of a type customarily found in
offices and households (such as aerosol cans containing
insecticides, toner for copies, paints, paint remover, and the
like), provided further that Tenant shall handle, store, use and
dispose of any such Hazardous Materials in a safe and lawful
manner and shall not allow such Hazardous Materials to
contaminate the Premises or the environment.
(a) Without limiting the above, Tenant shall reimburse,
defend, indemnify and hold Landlord harmless from and against any
and all claims, losses, liabilities, damages, costs and expenses,
including without limitation, loss of rental income, loss due to
business interruption, and attorneys fees and costs, arising out
of or in any way connected with the use, manufacture, storage, or
disposal of Hazardous Materials by Tenant, its agents or
contractors on, under or about the premises including, without
limitation, the costs of any required or necessary investigation,
repair, cleanup or detoxification and the preparation of any
closure or other required plans in connection herewith, whether
voluntary or compelled by governmental authority. The indemnity
obligations of Tenant under this clause shall survive any
termination of the Lease.
(b) Notwithstanding anything set forth in this Lease,
Tenant shall only be responsible for contamination of Hazardous
Materials or any cleanup resulting directly therefrom, resulting
directly from matters occurring or Hazardous Materials deposited
(other than by contractors, agents or representatives controlled
by Landlord) during the Lease term, and any other period of time
during which Tenant is in actual or constructive occupancy of the
Premises. Tenant shall take reasonable precautions to prevent
the contamination of the Premises with Hazardous Materials by
third parties. Landlord warrants that, to the best of Landlord's
actual knowledge, at the time of lease execution there are no
Hazardous Materials, as defined herein, except ordinary
janitorial and other products customarily used in connection with
maintenance of the property and stored at the Premises in the
proper manner and in compliance with all laws, and in quantities
or applications that do not present a danger to the health or
safety of Tenant. As used herein, the term "Hazardous
Material(s)" means any chemical, substance, material, object,
condition or waste, or combination thereof, which (i) is defined
as a hazardous substance, hazardous material, hazardous waste,
pollutant, toxic material, or contaminant under any Environmental
Law; (ii) is a petroleum hydrocarbon, including crude oil or any
fraction thereof; (iii) may be hazardous to human health or
safety or the environment due to its harmful or potentially
harmful properties or effects, including toxicity, corrosivity,
flammability, explosivity, infectiousness, radioactivity,
carcinogenicity, or reproductive toxicity; or (iv) is regulated
pursuant to any Environmental Law.
(c) It shall not be unreasonable for Landlord to withhold
its consent to any proposed Assignment or Sublease if (i) the
proposed Assignee's or Subtenant's anticipated use of the
Premisses involves the generation, storage, use, treatment or
disposal of Hazardous Materials; (ii) the proposed Assignee or
Subtenant has been required by any prior landlord, lender, or
governmental authority to take remedial action in connection with
Hazardous Materials contaminating a property if the contamination
resulted from such Assignee's or Subtenant's actions or use of
the property in question; or (iii) the proposed Assignee or
Subtenant is subject to an enforcement order issued by any
governmental authority in connection with the use, disposal, or
storage of a hazardous material.
(d) Notwithstanding any statement to the contrary in this
paragraph 50, Landlord warrants that as of the Commencement Date,
to the best of Landlord's knowledge, the Premises are free of
asbestos.
51. Addendum. The provisions in this Section 51 shall
supersede and override any other provisions in this Lease to the
extent the same are inconsistent.
ADDENDUM
51.1 Tenant Improvements. a) Landlord, at Landlord's sole
cost and expense, shall provide Tenant with a tenant improvement
allowance, which shall not exceed Ten dollars ($10.00) per usable
square foot (4,216 usable square feet x $10.00 = $42,160.00), and
shall utilize building standard materials in accordance with a
mutually agreed upon space plan and specifications and as
outlined in the Work Letter attached hereto as Exhibit "E".
Landlord will, at Tenant's option, amortize additional tenant
improvement dollars, up to and not to exceed an additional two
dollars ($2.00) per useable square foot, (for a total of $12.00
per sq. ft.), at an interest rate of ten percent (10%) per annum,
payable with the monthly Base Rent over the initial term of the
Lease.
b) Notwithstanding any provision in the Lease to the
contrary, including Sections 7.2 and 7.3, upon vacating of the
Premises by Tenant, Tenant shall not be required to remove any
interior improvements that were part of the initial tenant
improvements installed prior to occupancy, nor any improvements
subsequently installed or made, unless, as a condition to
Landlord's consent to allow such additional improvements,
Landlord specified, in writing, the need to remove same at the
end of the lease term.
51.2 Space Planning and Construction Drawings: Landlord
shall pay to Tenant's space planner up to $0.09 per usable square
foot for preliminary space planning and $0.45 per usable square
foot for Construction Drawings. Landlord reserves the right to
have its architect review all plans associated with the Space
Plans and Construction Drawings. These amounts shall be included
in the overall tenant improvement allowance of $10.00 per usable
square foot.
51.3 Free Base Rent. Provided Tenant is not in default of
the terms and conditions of the Lease during months two (2) and
three (3) of the initial lease term, Landlord shall abate the
Base Rent for month two (2) and three (3) of the initial Lease
Term.
51.4 Conference Center. Provided Tenant is not in default and
the Conference Center on the 2nd Level of the Office Tower is
available, for general use of the Office Tower Tenants, Tenant
shall receive free usage for up to four (4) hours per month for
the term of the Lease. Tenant shall be responsible for cleaning
and any other costs associated with the use of the Conference
Center in accordance with the Reservation/Rental Agreement
attached as Exhibit C.
51.5 Option to Extend. Subject to all the terms of this
paragraph and provided that Tenant is not in default under the
terms and conditions of the Lease, Tenant shall have and is
hereby granted the option to extend the term of the Lease for Two
(2) additional period of Five (5) years ("the Option Period").
The Option Period shall commence immediately upon the expiration
of the initial Term of the Lease.
a) Tenant may exercise the option only by written notice
to Landlord giving at least 180, but not more than 365 days prior
to the expiration of the then current Term. If this option is
not so exercised by such date it shall automatically expire.
Time is of the essence in exercising this option. This option
can be exercised only with respect to the area constituting the
Premises.
b) The Base Rent for the option period shall be the then
prevailing Fair Market Rental rate for like space in comparable
Office Towers.
c) The term "Fair Market Rental" shall mean and refer to
the annual amount per square foot that a willing, comparable,
non-renewal tenant would pay, and a willing, comparable, landlord
in the area would accept at arms length (excluding any special
concessions being given or made).
(i) Procedure for Determination of Fair Market
Rental. Within fifteen (15) days ("outside Agreement Date"),
following the date Tenant exercises its Option (but in no event
more than 180 days prior to expiration of the then current term),
Tenant and Landlord shall use their reasonable best efforts in
good faith and with due diligence to agree upon the Fair Market
Rental. If Landlord and Tenant are unable to reach agreement on
the Fair Market Rental within thirty (30) days, then within ten
(10) days after said period, Landlord and Tenant shall
simultaneously each submit to the other in a sealed envelope
their good faith estimate of the Fair Market Rental at the end of
said ten (10) day period (the "Estimated Fair Market Rental").
If the higher of the said estimates is not more than one hundred
five percent (105%) of the lower of such estimates, the Fair
Market Rental shall be the average of the Estimated Fair Market
Rentals. If otherwise, then, within five (5) business days after
submission of the estimates, either party may submit the question
to appraisal in accordance with the following procedure:
(ii) Within twenty (20) days after either party
request appraisal, the parties shall select a mutually acceptable
MAI appraiser with experience in appraising comparable space in
the area. If the parties cannot agree on an appraiser within
said twenty (20) day period, then within five (5) business days
thereafter, each party shall select an independent MAI appraiser
meeting the above criteria, and within ten (10) days thereafter
the two appointed appraisers shall select a third appraiser
meeting the above criteria, and the third appraiser shall
determine the Fair Market Rental. If the two appraisers selected
by Landlord and Tenant cannot agree on thee third appraiser, the
third appraiser shall be selected by the then sitting presiding
judge of the Superior Court of California in and for Orange
County.
(iii) Once the appraiser or appraisers have been
selected as provided herein, then as soon thereafter practicable,
the appraisers shall determine, in their opinion, the Fair Market
Rental. The appraiser or appraisers shall render a decision
pursuant thereto within thirty (30) days.
(iv) Each party shall be responsible for costs,
charges and fees of its respective appointee, and shall share
equally in the costs, charges and fees of the third appraiser.
51.6 Parking. Landlord shall provide Tenant with three (3)
designated twenty (20) minute parking spaces in the surface
parking lot ("L" section) adjacent to the Office Tower, for the
term of the Lease and any extensions thereof. Bank employees
shall be entitled to park in the parking structure without
payment of a parking fee to Landlord. The number of parking
spaces for the Premises shall be on the basis of 3.4 spaces per
1,000 rentable square feet of Tenant's rentable space, rounded
down to a whole number.
51.7 Right to Sublease or Assign. In the event Tenant receives
any excess rental consideration in conjunction with an agreement
providing for the assignment or sublease of the Leased Premises,
(excluding the payments due to Landlord under this Lease), Tenant
shall share fifty percent (50%) of said excess rental
consideration with Landlord less direct costs of subleasing, such
as reasonable brokerage commissions and tenant improvement costs,
if any. Notwithstanding anything to the contrary that may be
contained in the Lease, including Section 12, an assignment or
subletting to a parent or subsidiary shall not require Landlord's
consent.
51.8 Monument Signage. Provided Landlord maintains monument
signs at the corner of Beach Boulevard and Warner Avenue and Ash
Street and Warner Avenue, Tenant shall, subject to city approval,
be authorized to install two (2) sign placards at each location
as described in Exhibit "D" attached hereto, on said monument
sign.
51.9 Directory Signage. Landlord, at Landlord's sole cost and
expense, shall provide Tenant with one (1) directory signs to be
located on the directory board on the Plaza Level.
51.10 Office Tower Signage. Tenant shall be authorized
to install one eyebrow sign to be located approximately four (4)
horizontal bands (above the palm tree level) above the main
entrance of the Office Tower on the north east side, subject to a
mutually agreed upon location, at no additional rental rate
increase. Additionally, Landlord shall allow Tenant to have
eyebrow ATM signage on the lowest spandrel of the Office Tower,
located on the west side. Said signage is personal to tenant and
not transferrable. Said authorization shall expire if Tenant
does not install the sign within twelve (12) months of Tenant's
occupancy. Tenant shall be responsible for all costs associated
with the installation, maintenance, insurance and ultimate
removal of the sign. Said sign is subject to City and Landlord
approval based upon the project sign criteria mandated by the
City of Huntington Beach, attached hereto as Exhibit "D". A
likeness of said signage is encompassed within Exhibit "D",
attached hereto. Tenant shall remove sign at the end of the
Lease Term or upon vacating the Premises, whichever occurs first.
In the event Tenant fails to do so, Landlord may after providing
written notice to Tenant remove sign at Tenant's expense.
51.11 Building Project Name. Landlord shall change the
name of the Building Project prior to the occupancy of Tenant, so
that the name being promoted by Landlord is no longer "Guardian
Center".
51.12 Office of the Comptroller of the Currency ("OCC")
Approval. Landlord shall allow ninety (90) days, from the date
of full Lease execution, for Tenant to obtain OCC approval to use
the Premises as a retail banking location. Until Tenant receives
OCC approval, Landlord shall be permitted to continue marketing
the space and accept back-up offers. In the event Tenant does
not obtain final written OCC approval within said ninety (90)
days, then Tenant may terminate this lease by providing Landlord
with written notice of such termination within said ninety (90)
day period, and Landlord shall refund all monies paid by Tenant
less any costs incurred for Space Planning and Construction
Documents.
51.13 Arbitration. The parties agree that certain
specific disputes arising out of this Lease shall be resolved by
arbitration under the rules of the American Arbitration
Association, and not by court. These disputes shall be limited
to the following: Disputes over square footage, Commencement or
Expiration dates, classification of any expense as "Operating
Expenses", parking, exercise of options, and any Landlord
obligations, including refunds of security deposits at lease
termination.
Unless specifically mentioned above, all other disputes shall
be excluded from the obligation to arbitrate. Non-payment of
rents and/or non-performance by Tenant of any covenant to provide
insurance coverage shall be specifically excluded from any
obligation to arbitrate and may be pursued through an unlawful
detainer action by Landlord. Any matter within the jurisdiction
of the probate court shall also be excluded from arbitration. In
the event any dispute covered by arbitration is believed to
affect the rent amount owing, rent as established by the Landlord
shall continue to be paid in full pending final determination
through the arbitration process, at which time the parties shall
make the necessary reimbursements to comply with the award.
51.14 Structural Defect. Notwithstanding any other
provision of this Lease, Landlord, without passing through the
costs to Tenant, shall be responsible for repairs of all latent
defects in the structural components or mechanical systems of the
Office Tower and Building Project, other than routine maintenance
and minor repairs in the normal course of operations.
51.15 Exclusions from Operating Expenses. The following
items shall not be passed through to Tenant as part of the
"Operating Expenses":
a) Capital improvements or replacements, other than
costs which, in accordance with general accounting and management
principles, would be considered an expense of maintaining,
operating, managing or repairing the Office Building Project.
b) Repairs or other work occasioned by fire, windstorm,
or other casualty or by the exercise of eminent domain, or any
expenditure for which the Landlord is reimbursed from any source.
c) Attorney's fees, costs and disbursements and other
expenses incurred in connection with negotiations or disputes
with tenants, other occupants, prospective tenants or occupants
of the building.
d) Renovating or decorating space for other tenants or
occupants of the building.
e) Costs incurred due to violation by Landlord or any
tenant of the terms and conditions of any lease; any costs,
fines, or penalties incurred due to violations by Landlord of any
governmental rule or authority.
f) Overhead of Landlord for services on or to the real
property or the Office Building, to the extent that the costs of
such services exceed competitive costs of such services were they
not rendered by a subsidiary or affiliate; any compensation paid
to clerks, attendants or other persons in commercial concessions
operated by Landlord.
g) Interest on debt or amortization payments on any
mortgage, and rental under any ground lease.
h) Advertising and promotional expenses for the purposes
of securing tenants for the property.
I) Costs for sculpture, paintings, or other objects of
art.
j) Rentals and other related expenses incurred in
leasing air conditioning equipment or systems, elevators, or
other permanent equipment ordinarily considered to be of a
capital nature, except equipment which is used in providing
janitorial services and which is not affixed to the Office
Building; the value of lost income to the Landlord of any office
space in the Office Building which is utilized for the management
of the Office Building Project.
k) Financing costs, including but not limited to points,
commitment fees and legal fees.
l) Costs incurred by Landlord to remedy and defects in
the design of or materials used in, or the defective installation
of the structural steel or other framing, roof, foundations, and
underground utilities forming part of or servicing the Office
Building or the real property.
m) Landlord's costs in removing substances considered
detrimental to the environment or to the health of building
occupants, including the cost of removal and/or disposition of
cooling system or other chemicals used in the operation of the
Office Building, unless such substances are placed on the Office
Building Project by Tenant.
n) Any fines, penalties, or interest paid by Landlord as
a result of late payment of real estate taxes.
o) Leasing or other brokerage commissions.
p) Depreciation.
q) Franchise, estate, succession, inheritance, profit,
capital gains, capital stock, transfer and personal or corporate
income taxes (excluding any rental tax), imposed upon any part of
the Office Tower or Building Project including the related common
areas;
r) The cost of any repairs, alterations, additions,
changes, improvements, replacements or other items, which, under
generally accepted accounting principals, are classified as
capital improvements or capital expenditures (including without
limitation any items amortized or depreciated), except for items
of a relatively minor and reasonable costs incurred in the daily
maintenance of the property.
s) Overhead and profit increments paid to the Landlord
or to subsidiaries or affiliates of the Landlord, for services in
the Building Project to the extent the same exceeds the costs of
such services if rendered by qualified, first class, unaffiliated
third parties on a competitive basis.
51.15 American Disability Act ("ADA"): To the best of Landlord's
knowledge, the Premises
and common areas, in their existing use, comply with, and Landlord is not
in violation of, any applicable
federal, state, county or local statutes, laws, regulations rules,
ordinances, codes, licenses, and permits
(other than some ADA improvements that Landlord is in the process of
making pursuant to the City of
Huntington Beach Building Permit number 086376).
Tenant shall not have any responsibility (either to act or pay for
any cost) to correct any existing
violations. Any such cost incurred by the Landlord to correct any of the
violations listed above shall not be a
party of the building's operating expenses, or deducted from any tenant
improvement allowance.
LANDLORD AND TENANT HAVE CAREFULLY READ AND REVIEWED THIS LEASE
AND EACH TERM AND PROVISION CONTAINED HEREIN. THE PARTIES HAVE
ALSO HAD AMPLE OPPORTUNITY TO HAVE THEIR RESPECTIVE ATTORNEYS
REVIEW THE CONTENTS HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW
THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES
HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF
THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT
AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES.
IN WITNESS WHEREOF, the parties hereto have executed this Lease, consisting of
the foregoing provisions and paragraphs 1 through 51, together with
Exhibits "A-1"
through "E", incorporated herein by this reference, as of the date first above
written.
"LANDLORD" "TENANT"
LIU CORP., Liberty National Bank,
a California corporation a National Banking
Association
By: /s/ Mimi Liu By:/s/ Philip S. Inglee
Mimi Liu Philip S. Inglee
Secretary/Treasurer President and Chief Executive
Officer
Date: 2/23/96 Date: 2/2/96
EXHIBIT "A-1"
FLOOR PLANS
EXHIBIT "A-2"
PLOT PLAN OF BUILDING
EXHIBIT "B"
RULES AND REGULATIONS FOR GUARDIAN CENTER TENANTS
1. Tenant shall not obstruct or interfere with the rights of
other tenants of the Office Tower, or of persons having business
in the Building Project ("OBP"), or in any way injure or annoy
such tenants or persons.
2. Tenant shall only use Premises for the purpose stated in
Section 1.3. Tenant shall not use the Premises for lodging,
sleeping, cooking, or for any immoral or illegal purpose or for
any purpose that will damage the Premises or the OBP, or the
reputation thereof, or for any purposes other than those
specified in the Lease.
3. Canvassing, soliciting and peddling in the OBP prohibited
without the prior written approval of Landlord. Tenant shall not
disturb, solicit, or canvass any occupant of the Center without
the prior written approval of Landlord.
4. Tenant shall not bring or keep within the Premises any
animal, bicycle or motorcycle.
5. Tenant shall not conduct mechanical or manufacturing
operations, cook or prepare food, or place or use any
inflammable, or hazardous fluid, substance, or device in or about
the Premises without the prior written consent of Landlord.
Tenant shall comply with all rules, orders, regulations of the
applicable Fire Rating Bureau, or any other similar body, and
Tenant shall not commit any act or permit any object to be
brought or kept in the Premises which shall increase the rate of
fire insurance on the Premises or on property located therein.
6. Tenant shall not use the Premises for manufacturing or for
the storage of goods, wares or merchandise, except as such
storage may be incidental to the use of the Premises for general
retail purposes and except in such portions of the Premises as
may be specifically designated by Landlord for such storage.
Tenant shall not occupy the Premises or permit any portion of the
Premises to be occupied for the manufacture or direct sale of
liquor, narcotics, or tobacco in any form, or as a medical
office, music or dance studio or employment agency. Tenant shall
not conduct in or about the Premises any auction, public or
private, without the prior written approval of Landlord, except,
provided Tenant is a Bank, reasonable foreclosure sales of
personal and real property conducted in the Bank's normal course
of business.
7. Tenant shall not install or use in the Premises any
additional air conditioning unit, engine, boiler, generator,
machinery, heating unit, stove, water cooler, ventilator,
radiator or any other similar apparatus without the prior written
consent of Landlord, and then only as Landlord may direct.
8. Tenant shall not use in the Premises any machines, other
than standard office machines such as typewriters, calculators,
personal computers, copying machines and similar machines,
without the prior written approval of Landlord. All office
equipment and any other device of any electrical or mechanical
nature shall be placed by Tenant in the Premises in settings
approved by Landlord, so as to absorb or prevent any vibration,
noise, or annoyance. Tenant shall not cause improper noises,
vibrations or odors within the OBP.
9. Tenant shall move all freight, supplies, furniture,
fixtures and other personal property into, within and out of the
OBP at such times and through such entrances as may be designated
by Landlord, and such movement of such items shall be under the
supervision of Landlord. Landlord reserves the right to inspect
all such freight, supplies, furniture, fixtures and other
personal property to be brought into the OBP and to exclude from
the OBP, all such objects which violate any of these rules and
regulations of the provisions of the Lease. Tenant shall not
move or install such objects in or about the Premises in such a
fashion as to unreasonably obstruct the activities of other
Tenants, and all such moving shall be at the sole expense, risk
and responsibility of Tenant. Tenant shall not use any hand
trucks other than those equipped with rubber tires and side
guards in the delivery, receipt or other movement of freight,
supplies, furniture, fixtures and other personal property to,
from, or within the OBP.
10. Tenant shall not place within the Premises any safes,
copying machines, computer equipment other than desktop personal
computers or other objects of unusual size or weight, nor shall
Tenant place within the Premises any objects which exceed the
floor weight specifications of the Premises without the prior
written consent of Landlord. The placement and positioning of
all such objects within the Premises shall be prescribed by
Landlord and such objects shall, in all cases, be placed upon
plates or footings of such size as shall be prescribed by
Landlord.
11. Tenant shall not deposit any trash, refuse, cigarettes, or
other substances of any kind within or outside of the Premises,
except in the refuse containers provided therefore. Tenant shall
not introduce into the Premises any substance which might add an
undue burden to the cleaning or maintenance of the Premises or
the OBP. Tenant shall exercise its best efforts to keep the
sidewalks, entrances, passages, courts, lobby areas, garages or
parking areas, elevators, escalators, stairways, vestibules,
public corridors and halls in and about the OBP (hereinafter
"Common Areas") clean and free from rubbish.
12. Tenant shall use the Common Areas only as a means of
ingress and egress, and Tenant shall permit no loitering by any
persons upon Common Areas or elsewhere within the OBP. The
Common Areas and roof of the OBP are not for the use of the
general public, and Landlord shall in all cases retain the right
to control or prevent access thereto by all persons whose
presence, in the judgment of Landlord, shall be prejudicial to
the safety, character, reputation or interests of the OBP and its
tenants. Tenant shall not enter the mechanical rooms, air
conditioning rooms, electrical closets, janitorial closets, or
similar areas or go upon the roof of the Center without the prior
written consent of Landlord.
13. Tenant shall not use the washrooms, restrooms and plumbing
fixtures of the Premises and appurtenances thereto for any other
purpose than the purposes for which they were constructed, and
Tenant shall not deposit any sweepings, rubbish, rags or other
improper substances therein. Tenant shall not waste water by
interfering or tampering with the faucets or otherwise. In the
event Tenant or Tenant's servants, employees, agents,
contractors, licenses, invitees, guests or visitors cause any
damage to such washrooms, restrooms, plumbing fixtures or
appurtenances, Tenant shall pay to Landlord the costs of repair
or replacement plus a 20% administrative charge.
14. Tenant shall not hang any banners, signs and/or posters
(hereinafter collectively referred to as "Signs") of any kind
whatsoever in any exterior portion of the "Main Building
Structure" of the Leased Premises (the exterior portion of the
Main Building Structure as used herein, shall include but not be
limited to, the exterior side of all walls, windows and any and
all portions of patio areas of the Leased Premises), without the
prior written approval from Landlord and the City of Huntington
Beach, as specifically required by Article 961, Sections
9610.4(i) and 9610.9(a) of the City of Huntington Beach Sign
Code. In the event Tenant fails to obtain the prior written
approval of both Landlord and the City of Huntington Beach,
Landlord shall notify Tenant of its non-compliance with the City
Sign Code and these Rules and Regulations. Tenant shall
immediately comply with Landlord's demand to remove such Sign. If
Tenant should fail or refuse to remove such Sign, Tenant shall
thereafter be assessed a $200 per day fine by Landlord and shall
also be subject to any and all prosecution, penalties and fines
which the City of Huntington Beach may thereafter impose. Upon
removal of any wall decorations, banners, signs, or installations
or floor coverings by Tenant, any damage to the walls or floors
shall be repaired by Tenant at Tenant's sole cost and expense.
a. This Paragraph 14 shall apply to all work performed in the
Premises including without limitation, installation of
telephones, telegraph equipment, electrical devices and
attachments and installations of any nature affecting floors,
walls, woodwork, trim, windows, ceiling, equipment or any other
portion of the Premises.
b. Tenant shall refer all contractors' representatives,
installation technicians, janitorial workers and other mechanics,
artisans and laborers rendering any service in connection with
the repair, maintenance or improvement of the Premises to
Landlord for Landlord's approval and/or supervision before
performance of any such service.
c. The means by which telephone, telegraph and similar wires
are to be introduced to the Premises and the location of
telephones, call boxes, and other office equipment affixed to the
Premises shall be subject to the prior written approval of
Landlord. Plans and specifications for such work, prepared at
Tenant's sole expense, shall be submitted to Landlord and shall
be subject to Landlord's prior written approval in each instance
before the commencement of work. Work done without said approval
shall be restored upon the termination of the Lease at Landlord's
option at Tenant's expense. All installations, alterations and
additions shall be constructed by Tenant in a good and
workmanlike manner and only good grades of materials shall be
used in connection therewith.
15. Landlord shall have the right to prohibit any publicity,
advertising or use of the name of the Office Tower or the OBP by
Tenant which, in Landlord's opinion, tends to impair the
reputation of the Office Tower, or the OBP, or its desirability
for offices and retail operations and upon written notice from
Landlord, Tenant shall refrain from or discontinue any such
publicity, advertising or use of the OBP name.
16. The sashes, sash doors, skylights, windows and doors that
reflect or admit light or air into the Common Areas shall not be
covered or obstructed by Tenant through placement of objects upon
windowsills or otherwise. Tenant shall cooperate with Landlord
in obtaining maximum effectiveness of the cooling system of the
Premises by closing blinds and other window coverings when the
sun's rays fall upon windows of the Premises. Tenant shall not
obstruct, alter or in any way impair the efficient operation of
Landlord's heating, ventilation, air conditioning, electrical
wire, safety or light systems, nor shall Tenant tamper with or
change the setting of any thermostat or temperature control
valves in the Premises. Tenant shall give Landlord prompt notice
of all accidents to or defects in air-conditioning equipment,
plumbing, electric facilities, or any part of the appurtenances
of the Premises.
17. Subject to applicable fire or other safety regulations,
all doors opening onto Common Areas and all doors upon the
perimeter of the Premises shall be kept closed and, during non-business hours,
locked, except when in use for ingress or egress.
If Tenant uses the Premises after regular business hours or on
non-business days Tenant shall lock any entrance doors to the
Premises used by Tenant immediately after using such doors.
Tenant shall exercise reasonable precaution in the protection of
their personal property from loss or damage by keeping doors to
unattended areas locked. Tenant shall also report any thefts or
losses to the Landlord or security personnel as soon as
reasonably possible after discovery and shall also notify the
Landlord and security personnel of the presence of any persons
whose conduct is suspicious or causes a disturbance.
18. Employees of Landlord shall not receive or carry messages
for or to Tenant or any other person, nor contract with nor
render free or paid services to Tenant or Tenant's servants,
employees, contractors, jobbers, agents, invitees, licensees,
guests or visitors. In the event that any of Landlord's
employees perform any such services, such employees shall be
deemed to be the agents of Tenant regardless of whether or how
payment is arranged for such services and Tenant thereby
indemnifies and holds Landlord harmless from any and all
liability in connection with any such services and any associated
injury or damage to property or injury or death to persons
resulting therefrom.
19. All keys to the exterior of the Premises shall be obtained
by Tenant from Landlord, and Tenant shall pay to Landlord a
reasonable deposit determined by Landlord from time to time for
such keys. Tenant shall not make duplicate copies of such keys.
Tenant shall not install additional locks or bolts of any kind
upon any of the doors or windows of, or within, the Premises
without written prior consent of Landlord, nor shall Tenant make
any changes in existing locks or the mechanisms thereof. Tenant
shall, upon the termination of its tenancy, provide Landlord with
the combinations to all combination locks on safes, safe cabinets
and vaults and deliver to Landlord all keys to the Premises and
all interior doors, cabinets, and other key-controlled mechanisms
therein, whether or not such keys were furnished to Tenant by
Landlord. In the event of the loss of any key furnished to
Tenant by Landlord, Tenant shall pay to Landlord the cost of
replacing the same or of changing the lock or locks opened by
such lost key if Landlord shall deem it necessary to make such a
change, plus a 20% administrative charge.
20. For purposes hereof, the terms "Landlord", "Tenant", and
"Premises" are defined as those terms as defined in the Lease to
which these Rules and regulations are attached. Wherever Tenant
is obligated under these Rules and Regulations to do or refrain
from doing an act or things, such obligation shall include the
exercise by Tenant of its best efforts to secure compliance with
such obligation by the servants, employees, contractors, jobbers,
agents, invitees, licensees, guests and visitors of Tenant.
21. No person shall disturb the occupants of the OBP by the
use of any musical instruments, the making of unseemly noises, or
other unreasonable use.
22. Tenant, its employees, agents, customers, and invitees
shall have the right to use parking space provided by Landlord
but not so as to unreasonably interfere with the similar parking
rights of other tenants.
23. No vending machines or machines of any description shall
be installed, maintained, or operated upon the Premises without
the prior written consent of Landlord.
24. Temporary inconvenience occasioned by construction in or
near the OBP shall not be deemed to disturb Tenant as a part of
the covenant of quiet enjoyment and possession.
25. Landlord is not responsible to any Tenant for the
nonobservance or violation of the Rules and Regulations by any
other Tenant.
26. Storage of vehicles or equipment in the parking area is
prohibited. Landlord has the right to enforce this restriction
by removal and storage of vehicles or equipment and such cost of
storage and removal shall be borne by Tenant. Tenant shall
observe designated restricted parking areas, such as visitor
parking, fire lanes, handicap parking, and loading zones.
Landlord has the right to enforce this parking rule by removal
and storage of Tenant's vehicles at the expense of Tenant.
27. Tenant shall not be permitted to use any area of the
Office Tower outside of Tenant's Premises for storage of
supplies, furnishings, equipment, or personal property without
prior written consent of Landlord.
28. Landlord shall not be responsible to the Tenant, their
agents, employees, customers, or invitees for any loss of money,
jewelry, or other personal property from the Premises or Common
Areas. Landlord shall not be responsible to Tenant for any
damages to any property therein from any cause whatsoever whether
such loss or damage occurs when an area is locked against entry
or not.
29. Tenant will not be permitted to locate furnishings or
cabinets adjacent to mechanical or electrical access panels or
over air conditioning outlets so as to prevent operating
personnel from servicing such units as routine or emergency
access may require. Cost of moving such furnishings for
Landlord's access will be borne by Tenant.
30. Tenant will be responsible for any damage to carpeting and
flooring as a result of rust or corrosion of file cabinets, pot
holders, roller chairs, and metal objects and plants.
31. Tenant shall permit Landlord six (6) months prior to the
termination of this Lease to show Premises during business or
nonbusiness hours to prospective tenants however, Landlord shall
not unreasonably disturb Tenant's business.
32. Tenant valet parking, if applicable, shall be conducted in
accordance with the following current guidelines (which may be
modified at Landlord's discretion upon 15 days prior written
notice to Tenant). 1. Parking for valet vehicles shall be
permitted in allocated marked stalls only (which stalls may be
relocated at Landlords discretion upon 15 days prior written
notice to Tenant). 2. Valet service and parking shall be
conducted only between the hours of 5 p.m. and 1 a.m., seven days
a week. 3. The valet drop-off area and key station may be
located within the green canopy adjacent to the Office Tower. 4.
Only a single lane of valet vehicles will be permitted in the
drop-off area. 5. Keys are required to remain in the ignition of
valet vehicles left at the drop-off area. 6. Tenant shall keep
fire lanes clear of valet vehicles at all times. 7. Tenant shall
be responsible for conducting and maintaining its valet service
in full compliance with all federal, state and municipal laws and
regulations affecting such activity. 8. Tenant shall be solely
responsible for (a) policing the area to be used for valet drop-off and
parking; (b) all costs associated with the valet service
and incidents thereto; and (c) all liabilities arising from the
operation of the valet service. 9. Tenant and/or its designated
agent, at its sole cost and expense, shall provide proof of, and
maintain in full force and effect, comprehensive liability
insurance with respect to the Premises and operations of its
valet service in an amount not less than one million dollars
($1,000,000) combined single limit bodily injury, personal
injury, death and property damage liability per occurrence,
subject to such increases in an amount as Landlord may reasonably
require from time to time. Policy or policies to include a
provision that (a) coverage shall be primary with respect to any
loss or claim arising directly or indirectly out of the
operations of Tenant and/or its designated agent, any policies
carried by Landlord shall be excess and non-contributing with
such polity or policies, and (b) that Landlord and Landlord's
Agent shall be additional named insured under such policy or
policies, and (3) a provision that insurer will not cancel, or
materially change the coverage provided by such policy without
first giving Landlord thirty (30) days prior written notice.
PARKING RULES
1. Parking areas shall be used only for parking by vehicles no
longer than full size, passenger automobiles herein called
"Permitted Size Vehicles." Vehicles other than Permitted Size
Vehicles are herein referred to as "Oversized Vehicles."
2. Tenant shall not permit or allow any vehicles that belong
to or are controlled by Tenant or Tenant's employees, suppliers,
shippers, customers, or invitees to be loaded, unloaded, or parked
in areas other than those designated by Landlord for such
activities.
3. Parking stickers or identification devices shall be the
property of Landlord and shall be returned to Landlord by the
holder thereof upon termination of the holder's parking
privileges. Tenant will pay such replacement charge as is
reasonably established by Landlord for the loss of such devices.
4. Landlord reserves the right to refuse the sale of monthly
identification devices to any person or entity that willfully
refuses to comply with the applicable rules, regulations, laws,
and/or agreements as set forth by the Landlord.
5. Landlord reserves the right to relocate all or a part of
parking spaces from floor to floor, within one floor, and/or to
reasonably adjacent offsite location(s), and to reasonably
allocate them between compact and standard size spaces, as long as
the same complies with applicable laws, ordinances, and
regulations.
6. Users of the parking area will obey all posted signs and
park only in the areas designated for vehicle parking.
7. Unless otherwise instructed, every person using the parking
area is required to park and lock his own vehicle. Landlord will
not be responsible for any damage to vehicles, injury to persons,
or loss of property, all of which risks are assumed by the party
using the parking area.
8. Validation, if established, will be permissible only by
such method or methods as Landlord and/or its licensee may
establish at rates generally applicable to visitor parking.
9. The maintenance, washing, waxing, or cleaning of vehicles
in the parking structure or Common Areas is prohibited.
10. Tenant shall be responsible for seeing that all of its
employees, agents, and invitees comply with the applicable parking
rules, regulations, laws, and agreements.
11. Landlord reserves the right to modify these rules and/or
adopt such other reasonable and non-discriminatory rules and
regulations as it may deem necessary for the proper operation of
the parking area.
12. Such parking use, as is herein provided, is intended merely
as a license only, and no bailment is intended or shall be created
hereby.
13. Any vehicle not parked in a marked stall shall be towed at
vehicle owner's expense.
14. No overnight parking shall be permitted without prior
consent of Landlord.
15. If Tenant or its' employees park in any non-designated
parking area, Landlord may charge Tenant, as an additional charge,
twenty-five dollars ($25.00) per day for each day or partial day
such vehicle is parked in any part of the common areas other than
that designated.
16. Landlord reserves the right to designate reserved parking
spaces in the parking areas.
17. Landlord reserves the right to require Tenant and its
employees to park vehicles on designated levels of the parking
structure.
18. Tenant acknowledges that it is responsible and agrees to
comply with existing and future South Coast Air Quality Management
District (SCAQMD) mandates and requirements imposed on major
employers in Southern California.
By execution below, I acknowledge that I understand and agree to
abide by all the Rules and Regulations stated above.
"TENANT"
Liberty National Bank,
a National Banking Association
By: /s/ Philip S. Inglee
Philip S. Inglee
President and Chief Executive Officer
Date: 2/2/96
EXHIBIT "C"
CONFERENCE CENTER RESERVATION/RENTAL AGREEMENT
Date_____________________________________
Tenant's Tenant's
Name____________________________________ Suite_______________________
Reservation Date/Time:
Date_____________________________ Time_____________________________
_____ Hourly (Minimum 2 hours)
_____ _ Day
_____ One (1) Day
Floor Plan Set-UP..........No. 1 _____ No. 2 _____ No. 3
_____ No. 4 _____
Coffee Supplies
Required.............................................Yes ______ No _______
10 persons...$15.00 _____ 25 persons...$20.00
_____
50 persons...$50.00 _____ 75 persons...$75.00
_____
Acknowledgment and Agreement:
I hereby agree and acknowledge that the terms and conditions of
the Lease by and between LIU CORP. and
_____________________________________________ will be applicable
when leasing and utilizing the Conference Center, Suite 210, as
stated above.
In addition, the security deposit may be retained in part or in
whole as payment for any damage to the carpet, walls, furniture,
fixtures and equipment as a result of our usage.
__________________________________________ ___________________________
Tenant Signature Date
(Authorized Agent)
**************************************************************************
(To be completed by Property Management)
Security Deposit:
Date Received ____________________ Check No. _______________ Amount $_____
Held on Account __________________ Check No. _______________ Amount $___
Check Returned _______________________________________________ _____________
Tenant Signature Date
EXHIBIT "D"
EXTERIOR SIGNAGE
1. Monument Signage: Tenant shall be entitled to install, at
Tenant's sole cost and expense, four (4) monument placards at the
Center; two (2) placards on the monument sign at the corner of
Beach Blvd. & Warner Avenue and two (2) placards on the monument
sign at the corner of Ash Street & Warner Avenue. These sign
placards shall be submitted to the Landlord for approval and
installed by Landlord's sign contractor.
The locations of the tenant placards, as depicted below, do not
necessarily reflect the exact location of specified tenant
placards.
Tenant will be granted:
Sign A - Two (2) large placards;
Sign B - Two (2) small placards.
2. Exterior Signage: Planned Sign Program No. 84-2 as Approved
by the City of Huntington Beach:
A. GENERAL PROVISIONS:
l. No sign shall be installed, erected, altered, or
reconstructed without prior City approval and issuance of
appropriate Building Division permits.
a) Prior to submittal for plan check and issuance of
permits, the sign plans must be approved by the owner or owner's
representative.
b) UL listed housing or sleeving shall be required for all
wall signage.
2. Copy shall be limited to the establishment's name and/or
product name.
a) Box-type or can signs are prohibited.
b) Exposed raceway signs are prohibited.
c) Each letter, numeral or unit, shall comply with the
following color specifications:
(1) Approved letter colors are #72358 red and #899
turquoise.
(2) Approved letter return and trim cap color shall
be #899 turquoise.
(3) Transparent sign faces are prohibited.
3. No tenant shall affix or maintain upon the exterior walls of
the premises or the buildings or in the parking lot and landscape
areas any signs other than as permitted herein except with the
City's and landlord's approvals.
a) Temporary signs, such as banners, can only be permitted
in accordance with Section 976C.16 of the Huntington Beach
Ordinance Code.
b) Each retail or restaurant tenant may place on their
service or delivery door one sign indicating the name of their
business name in white lettering not to exceed 3" in height nor
more that 100 square inches. This sign shall be located at a
height of 5'6".
B. WALL SIGNAGE:
1. Each tenant in the retail/restaurant buildings adjacent to
the Office Tower establishment shall be permitted one illuminated
reverse aluminum pan channel letter sign:
a) To be located only on the space and on the surface
specially provided for same of the building exterior.
b) No other signage is permitted on the exterior of the
premises.
c) Tenants with a corner unit will be permitted two signs
providing the sign area does not exceed the maximum allowed by
City codes or as designated in this sign criteria.
2. Maximum letter height for the retail establishments shall be
twenty-four (24) inches.
3. Minimum letter size shall be ten (10) inches.
4. Sign length shall not exceed 75% of leasehold width.
Signage area shall be centered on facia vertically.
5. Upper and lower case letters from the top of the ascender to
the bottom of the descender shall not exceed thirty-six (36)
inches in overall height.
6. Maximum letter height for Holiday Health Spa and the Edwards
Cinemas shall be thirty (30) inches.
7. Signage for the retail establishments shall not exceed the
provisions of Section 9760.10 of the Huntington Beach Ordinance
Code.
8. Signs shall be illuminated in such a way to create a back-lit effect.
LEASE SPECIFICATIONS
BY AND BETWEEN
LIU CORP., A CALIFORNIA CORPORATION AND
LIBERTY NATIONAL BANK
FOR SIGNS AT GUARDIAN CENTER
3. Exterior Signage (Likeness):
A. GENERAL PROVISIONS:
1. The design and construction of Tenant's exterior sign must
receive written approval by Landlord prior to fabrication and
installation.
2. Tenant shall not hang any banners, signs and/or posters
(hereinafter collectively referred to as "Signs") of any kind
whatsoever in any exterior portion of the leased premises without
the prior written approval from Landlord and the City of
Huntington Beach. (Please refer to the Rules and Regulations
attached to and made a part of the Lease.)
3. All signs shall be in accordance with Section 976C.16 and/or
Section 9760.10 of the Huntington Beach Ordinance Code.
4. Tenant shall pay for all signs, their installation
(including final connection, transformers and all other labor and
materials) and maintenance. Tenant's sign contractor must file,
pay for and obtain any licenses, permits and variances as required
for sign installation.
5. Tenant will notify Landlord of the installation schedule no
less than twenty four (24) hours prior to the scheduled
installation.
B. BLUE PRINTS/DRAWINGS:
1. In order to obtain the Landlord's written approval for each
sign two (2) blue prints/drawings, which will depict size, color,
material, location, etc., will be submitted with a written request
for approval. One (1) blue print/drawing will be retained for
Landlord's records. Upon the written approval (denoted on the
blue print) one original blue print will be returned to the Tenant
or Tenant's sign contractor. A plot plan indicating location of
Tenant sign must be included.
2. Neon tubing sizes, colors, wattage and intensity must be
depicted on blue prints.
3. Tenant should allow three (3) to five (5) working days for
Landlord's written approval.
C. FABRICATION AND INSTALLATION:
The fabrication and installation of all signs shall be subject
to the following restrictions:
1. All Channel letters are to be fabricated with .060 aluminum
sheet. Seams on letter returns to be welded sanded and buffed
prior to painting. Channelume, Channel Classic and Channel LET-R-edge will not
be permitted.
2. Three and one-half inch (3 1/2") deep letter returns.
3. Neon tubing will be 13 millimeters.
4. 30 MA high power factor transformers must be used. No
exposed lamps will be permitted.
5. All penetrations of the building structure required for sign
installation shall be sealed in a watertight condition and be
patched to match adjacent finish.
6. No sign company labels will be permitted on the exposed
surfaces of the signs except those required by Underwriters Laboratories
(UL) which shall be placed in an inconspicuous
location.
7. The Landlord shall provide primary electrical service
terminations to the signage area on the rear side of the parapet
wall.
8. All signs shall conceal all necessary wiring, ballasts,
transformers, starters and other necessary equipment within their
individual letters or behind storefront construction.
9. It will be the responsibility of the Tenant's sign
contractor to verify all conduit and transformer locations and
service prior to fabrication.
10. The contractor who installs the signage will provide a
Certificate of Insurance for property and liability insurance in
the amount of $1,000,000 naming Landlord and Landlord's agent as
additional insureds prior to the installation of any signs.
11. The contractor who installs the signage will comply with
all City and State building codes.
12. Further information regarding contractors and signage can
be obtained in the Lease.
D. NON-CONFORMANCE
1. Any sign that is installed by Tenant which is not in
conformance with the approved drawings shall be corrected by
Tenant within fifteen (15) days after written notice by Landlord.
In the event Tenant's sign is not brought into conformance within
said fifteen (15) day period, then Landlord shall have the option
to correct said sign at Tenant's sole cost and expense.
EXHIBIT "E"
WORK LETTER
This Exhibit "E" is attached to and made a part of that certain
Lease dated October 30th, 1995, by and between LIU CORP., a
California corporation ("Landlord"), and Liberty National Bank,
hereinafter called "Tenant") for the Premises known as 17011
Beach Blvd., Suites 100 and 120, Huntington Beach, California
92647.
1. APPLICATION OF EXHIBIT
Capitalized terms used and not otherwise defined herein shall
have the same definitions as set forth in the Lease. The
provisions of this Work Letter shall apply to the planning and
completion of leasehold improvements requested by Tenant (the
"Tenant Improvements") for the fitting out of the initial
Premises, as more fully set forth herein.
2. LANDLORD AND TENANT PRE-CONSTRUCTION OBLIGATIONS
a) Preliminary Space Plans. Pursuant to paragraph 51.2
Tenant's space planner will develop preliminary space plans for
the Tenant Improvements ("the Preliminary Space Plans"), which
include, without limitation, sketches and/or drawings showing
locations of doors, partitioning, electrical fixtures, outlets and
switches, plumbing fixtures and other requirements, which are
subject to mutual agreement by Landlord and Tenant and determined
by Tenant as required for its use of the Premises. Landlord and
Landlord's Architect shall be entitled, in all respects, to rely
upon all information supplied by Tenant regarding the Tenant
Improvements.
b) Working Drawings. Within twenty-one (21) days following
OCC approval of this Lease Tenant's Architect shall prepare
working drawings ("the Working Drawings") for the Tenant
Improvements based upon the approved Preliminary Space Plans. The
Working Drawings shall include architectural drawings for the
Tenant Improvements based on the Preliminary Space Plans.
Notwithstanding the Preliminary Space Plans, in all cases the
Working Drawings (i) shall be subject to Landlord's final
approval, which approval shall not be unreasonably withheld, (ii)
shall not be in conflict with building codes for the City or
County or with insurance requirements for a fire resistive Class A
Office Tower, and (iii) shall be in a form satisfactory to
appropriate governmental authorities responsible for issuing
permits and licenses required for construction.
c) Approval of Working Drawings. Tenant or Tenant's Architect
shall submit the Working Drawings to Landlord for Landlord's and
Landlord's Architects review to confirm compliance with the
Preliminary Space Plan, and Tenant shall notify Landlord and
Tenant's Architect within five (5) business days after delivery
thereof of any requested revisions. Within five (5) days after
receipt of Landlord's notice, Tenant's Architect shall make all
approved revisions to the Working Drawings and submit two (2)
copies thereof to Tenant and Landlord for its final review and
approval, which approval shall be given within three (3) business
days thereafter. Concurrently with the above review and approval
process, Tenant's Architect may submit all plans and
specifications to City and other applicable governmental agencies
in an attempt to expedite City approval and issuance of all
necessary permits and Licenses to construct the Tenant
Improvements as shown on the Working Drawings. Any changes which
are required by City or other governmental agencies shall be
immediately submitted to Landlord and Tenant for review and
reasonable approval.
d) Schedule of Critical Dates. Set forth below is a schedule
of certain critical dates relating to Landlord's and Tenant's
respective obligations for the design and construction of the
Tenant Improvements. Such dates and the respective obligations of
Landlord and Tenant are more fully described elsewhere in this
Work Letter. The purpose of the following schedule is to provide
a reference for Landlord and Tenant and to make certain the Final
Approval Date occurs as set forth herein. Following the Final
Approval Date, Tenant shall be deemed to have released Landlord to
commence construction of the Tenant Improvements as set forth in
Section 4 below.
Reference Date Due Responsible
Party
A. "Preliminary Space Plan Approval" Thirty (30) days after
Board Approval Tenant & Landlord
B. "Working Drawings Completion" Twenty-one (21) days after
OCC Tenant & Landlord
Approval
C. "Working Drawings Review" Five (5) business days
after Tenant's Tenant & Landlord
Architect submits the Working
Drawings to Landlord & Tenant
D. "Working Drawings Revisions" Five (5) business days
after Tenant & Tenant & Landlord
Landlord return the Working Drawings
to Tenant's Architect
E. "Final Approval Date" Three (3) business days
after Tenant's Tenant & Landlord
Architect submits the revised Working
Drawings to Landlord & Tenant
3. BUILDING PERMIT
After the Final Approval Date has occurred, Tenant's Architect
shall, if Tenant's Architect has not already done so, submit the
Working Drawings to the appropriate governmental body or bodies
for final plan checking and a building permit. Tenant's
Architect, with Landlord's and Tenant's cooperation, shall cause
to be made any change in the Working Drawings necessary to obtain
the building permit; provided, however, after the Final Approval
Date, no changes shall be made to the Working Drawings without the
prior written approval of both Landlord and Tenant, and then only
after agreement by Tenant to pay any excess costs resulting from
such changes.
4. CONSTRUCTION OF TENANT IMPROVEMENTS
After the Final Approval Date has occurred and a building permit
for the work has been issued, Landlord shall, through a
construction contract ("Construction Contract") with a reputable,
licensed contractor selected by Landlord ("Contractor"), cause the
construction of the Tenant Improvements to be carried out in
substantial conformance with the Working Drawings in a good and
workmanlike manner using first-class materials. The costs
associated with the construction of the Tenant Improvements shall
be paid as set forth in Section 5 and 6 of this Work Letter.
Landlord shall see that the construction complies with all
applicable building, fire, health, and sanitary codes and
regulations, the satisfaction of which shall be evidenced by a
certificate of occupancy for the Premises.
5. TENANT IMPROVEMENT ALLOWANCE
Landlord shall provide Tenant with a Tenant Improvement
Allowance as set forth in Section 51.1 of the Lease towards the
cost of the design, purchase and construction of the Tenant
Improvements, including without limitation design, engineering and
consulting fees (collectively, the "Tenant Improvement Costs").
The Tenant Improvement Allowance shall be used for payment of the
following Tenant Improvements Costs:
(i) Preparation by Tenant's Architect of the Preliminary
Space Plans and the Working Drawings as provided in Section 2 of
this Work Letter, including without limitation all fees charged by
City (including without limitation fees for building permits and
plan checks) in connection with the Tenant Improvements work in
the Premises;
(ii) Construction work for completion of the Tenant
Improvements as reflected in the Construction Contract;
(iii) All contractors' charges, general conditions,
performance bond premiums and construction fees; and
(iv) Tenant Improvements which shall be depicted on the
approved Preliminary Space Plans.
In the event that Tenant does request modifications, changes or
alterations of the Tenant Improvements from what is shown on said
approved Preliminary Space Plans, or causes any Tenant Delays as
defined in Section 7 of this Work Letter, then all associated
costs that exceed the Tenant Improvement Allowance shall be borne
by Tenant. If Tenant does seek to modify, change or alter the
Tenant Improvements from the approved Preliminary Space Plans, or
does cause a Tenant Delay, Tenant shall pay to Landlord any excess
costs resulting therefrom in accordance with Section 6 of this
Work Letter.
6. CHANGE ORDERS
Tenant may from time to time request and obtain change orders
before or during the course of construction provided that: (i)
each such request shall be reasonable, shall be in writing and
signed by or on behalf of tenant, and shall not result in any
structural change in the Building, as reasonably determined by
Landlord, (ii) all additional charges and costs, including without
limitation architectural and engineering costs, construction and
material costs, and processing costs of any governmental entity
shall be the sole and exclusive obligation of Tenant, and (iii)
any resulting delay in the completion of the Tenant Improvements
shall be deemed a Tenant Delay and in no event shall extend the
Commencement Date of the Lease. Upon Tenant's request for a
change order, Landlord shall as soon as reasonably possible submit
to Tenant a written estimate of the increased or decreased cost
and anticipated delay, if any, attributable to such requested
change. Within three (3) business days of the date such estimated
costs adjustment and delay are delivered to Tenant, Tenant shall
advise Landlord whether it wishes to proceed with the change
order, and if Tenant elects to proceed with the change order,
Tenant shall remit, concurrently with Tenant's notice to proceed,
the amount of the increased costs that exceed the Tenant
Improvement Allowance, if any, attributable to such change order.
Unless Tenant includes in its initial change order request that
the work in process at the time such request is made be halted
pending approval and execution of a change order, Landlord shall
not be obligated to stop construction of the Tenant Improvements,
whether or not the change order relates to the work then in
process or about to be started.
7. TENANT DELAYS
In no event shall the Commencement Date of the Lease be extended
or delayed due or attributable to delays due to the fault of
Tenant ("Tenant Delays"). Tenant Delays shall include, but are
not limited to, delays caused by or resulting from any one or more
of the following:
a) Tenant's failure to timely review and reasonably approve
the Working Drawings or to furnish information to Landlord or
Landlord's Architect for the preparation by Landlord or Landlord's
Architect of the Working Drawings;
b) Tenant's request for or use of special materials, finishes
or installations which are not readily available, provided that
Landlord shall notify Tenant in writing that the particular
material, finish, or installation is not readily available
promptly upon Landlord's discovery of same;
c) Change orders requested by Tenant;
d) Interference by Tenant or by Tenant's Agents with
Landlord's construction activities;
e) Tenant's failure to approve any other item or perform any
other obligation in accordance with and by the dates specified
herein or in the Construction Contract;
f) Tenant's requested changes in the Preliminary Space Plans,
Working Drawings or any other plans and specifications after the
approval thereof by Tenant or submission thereof by Tenant to
Landlord;
g) Tenant's failure to approve written estimates of costs in
accordance with this Work Letter; and
h) Tenant's obtaining or failure to obtain any necessary
governmental approvals or permits for Tenant's intended use of the
Premises, other than building permits that Landlord shall obtain.
If the Commencement Date of the Lease is delayed by any Tenant
delays, whether or not within the control of Tenant, then the
Commencement Date of the Lease and the payment of Rent shall be
accelerated by the number of days of such delay. Landlord shall
give Tenant written notice within a reasonable time of any
circumstance that Landlord believes constitutes a Tenant Delay.
8. TRADE FIXTURES AND EQUIPMENT
Tenant acknowledges and agrees that Tenant is solely responsible
for obtaining, delivering and installing in the Premises all
necessary and desired furniture, trade fixtures, equipment and
other similar items, and that Landlord shall have no
responsibility whatsoever with regard thereto. Tenant further
acknowledges and agrees that neither the Commencement Date of the
Lease nor the payment of Rent shall be delayed for any period of
time whatsoever due to any delay in the furnishing of the Premises
with such items.
9. FAILURE OF TENANT TO COMPLY
Any failure of Tenant to comply with any of the provisions
contained in this Work Letter within the times for compliance
herein set forth shall be deemed a default under the Lease. In
addition to the remedies provided to Landlord in this Work Letter
upon the occurrence of such a default by Tenant, Landlord shall
have all remedies available at law or equity to a landlord against
a defaulting tenant pursuant to a written lease, including but not
limited to those set forth in the Lease.
"TENANT"
Liberty National Bank,
a National Banking Association
By:/s/ Philip S. Inglee
Philip S. Inglee
President and Chief Executive Officer
Date: 2/2/96