LEASE AGREEMENT
TABLE OF CONTENTS
SECTION NUMBER PAGE NUMBER
BASIC LEASE PROVISIONS
1. Leased Premises and Use. . . . . . . . . . . . . . . . . . . . . . . 1
2. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3. Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4. Payment of Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5. Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6. Payment of Taxes and Assessments by Lessee . . . . . . . . . . . . . 7
7. Assignment and Subletting. . . . . . . . . . . . . . . . . . . . . ..7
8. Rights and obligations Under the Bankruptcy Code . . . . . . . . . . 9
9. Waste; Nuisance. . . . . . . . . . . . . . . . . . . . . . . . . . .10
10. Prohibited Uses. . . . . . . . . . . . . . . . . . . . . . . . . . .10
11. Alterations. . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
12. Abandonment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
13. Utilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
14. Maintenance and Repair . . . . . . . . . . . . . . . . . . . . . . .11
15. Glass Breakage . . . . . . . . . . . . . . . . . . . . . . . . . . .13
16. Common Area. . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
17. Additional Rent. . . . . . . . . . . . . . . . . . . . . . . . . . .14
18. Lessor's Right to Relocate the Premises. . . . . . . . . . . . . . .15
19. Entry by Lessor . . . . . . . . . . . . . . . . . . . . . . . . . .15
20. Compliance with governmental Regulations . . . . . . . . . . . . . .15
21. Insurance and Indemnification . . . . . . . . . . . . . . . . . . .15
22. Waiver of Subrogation. . . . . . . . . . . . . . . . . . . . . . . 17
23. Surrender. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
24. Subordination; Estoppel Certificate. . . . . . . . . . . . . . . . .17
25. Attorneys' Fees. . . . . . . . . . . . . . . . . . . . . . . . . . .18
26. Holding Over . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
27. Sale by Lessor . . . . . . . . . . . . . . . . . . . . . . . . . . .18
28. Damage or Destruction. . . . . . . . . . . . . . . . . . . . . . . .19
29. Condemnation . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
30. Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
31. Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
32. No Personal Liability of Lessor's Shareholders, et al. . . . . . . .21
33. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . .21
34. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
35. Competition. . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
36. Rent Control . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
37. Quiet Enjoyment. . . . . . . . . . . . . . . . . . . . . . . . . . .22
39. Signs, Auctions,Window . . . . . . . . . . . . . . . . . . . . . . .22
39. Covenant of Continuous Operation . . . . . . . . . . . . . . . . . .23
40. Security Deposit . . . . . . . . . . . . . . . . . . . . . . . . . .23
41. Late Charges:. . . . . . . . . . . . . . . . . . . . . . . . . . . .24
42. Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . .24
43. Merchants' Association/Marketing Fund. . . . . . . . . . . . . . . .26
44. Lessor and Lessee. . . . . . . . . . . . . . . . . . . . . . . . . .27
45. Relationship of the Parties. . . . . . . . . . . . . . . . . . . . .27
46. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
47. Quitclaim. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
LEASE AGREEMENT
TABLE OF CONTENTS
SECTION NUMBER PAGE NUMBER
48. Other Payments to be Constructed as Rent . . . . . . . . . . . . . .27
49. Headings and Titles. . . . . . . . . . . . . . . . . . . . . . . . .27
50. Conditions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
51. Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
52. Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
53. Corporate Authority. . . . . . . . . . . . . . . . . . . . . . . . .28
54. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .28
55. No Reservation of Premises . . . . . . . . . . . . . . . . . . . . .28
LEASE AGREEMENT
BASIC LEASE PROVISIONS'
The words in and figures set forth in paragraphs A to Q, both inclusive,
are part of this "Lease" wherever appropriate reference is made thereto,
unless they are expressly modified elsewhere in this lease.
A. Date of Lease:
April 17, 1995
B. Lessor:
Western Investment Real Estate Trust, a California unincorporated
association doing business as a real estate investment trust and
Pinecreek Shopping Center Associates, a California limited partnership
C. Lessee:
Truckee River Bank, a California banking corporation
D. Lessee's Trade Name:
Truckee River Bank
E. Leased Premises and address of Leased Premises:
Pine Creek Shopping Center, the "Shopping Center", in the City of
Grass Valley, County of Nevada, and the State of California, located
at 736 Taylorville Road, Suite D, hereinafter referred to as the
"Leased Premises", as shown on the "Site Plan" Exhibit A of
approximately 2,760 square feet of gross leasable area. "Gross
Leasable Area" shall be defined as the measurements from the exterior
face of outside wall(s) to the center line of party wall(s). On the
Exhibit A the Leased Premises shall be outlined in red and the
Shopping Center shall be outlined in blue.
F. Use of Leased Premises:
Bank and savings and loan and for no other purpose.
G. Term and Lease Commencement Date:
This Lease shall commence on April 17, 1995, hereinafter referred to
as the "Lease Commencement Date", and shall terminate five (5) years
after the first day of the month next following the Lease Commencement
Date, the "Lease Term". As a confirmation of said Lease Commencement
Date, the parties shall execute an "Acknowledgment of Commencement" as
set forth in the form attached as Exhibit C.
H. Minimum Monthly Rent:
Months 1 - 6 $3,312.00
Months 7 - 12 $3,450.00
Months 13 - 24 $3,726.00
Months 25 - 36 $4,002.00
Months 37 - 48 $4,278.00
Months 49 - 60 $4,554.00
I-1. Percentage Rent Rate:
None
I-2. Prepaid Rent:
Three thousand three hundred twelve ($3,312.00) dollars
J. Security Deposit:
None
K. Monthly Marketing Charge:
Sixty-nine ($69.00) dollars per month
L. Taxes, Insurance, and Common Area Maintenance:
The Lessee shall pay a proportionate share, as defined in Paragraph 17
below, of taxes, insurance, and common area maintenance including
property management fees plus fees for Lessor's administrative costs,
which said administrative costs shall not exceed 10% of all taxes,
insurance and common area maintenance charges, payable monthly. The
"Common Area" for the Shopping Center is designated in Exhibit B
attached hereto. Additional Rent, as defined in Paragraph 17 below,
shall become due and payable April 17, 1995.
M. Lessor's Address for payment of Rent including Additional Rent under
Paragraph 17:
Western Investment Real Estate Trust
Dept #GB53
P.O. Box 45575
San Francisco, CA 94145-0575
N. Lessor's Address and Phone Number for Notices and all other
correspondence:
Western Investment Real Estate Trust 6861 Douglas Boulevard;
P.O. Box 2695
Roseville, CA 95746
(800) 643-4770 or (916) 791-0600
and
Pinecreek Shopping Center
c/o Connolly Development Co.
P.0. Box 348600
Sacramento .CA 95834
O. Lessee's Address and Phone Number for Notices:
To the Leased Premises:
736 Taylorville Road, Suite D
Grass Valley, CA 95949
and
Truckee River Bank
Attn: Director of Operations
10181 Truckee Tahoe Airport Road
Truckee, CA 96160
P. Addendum(s): The following addendum(s) are attached hereto and made a
part hereof:
First Addendum - Option To Extend Term
Second Addendum - Option To Extend Term
Third Addendum - Option To Extend Term
Fourth Addendum
Q. Exhibits: The following exhibits are attached hereto and made a part
hereof:
Exhibit A: Site Plan
Exhibit B: Common Area
Exhibit C: Acknowledgment of Commencement
Exhibit D: Sign Criteria
1. Leased Premises and Use.
That Lessor hereby leases to Lessee hereby hires from Lessor, the
Premises as described in Paragraph E of the Basic Lease Provision.
(a) Use. The Premises, shall be solely for the purposes and under
the trade name set forth in Paragraph D and F of the Basic Lease Provisions
and for no other purpose and under no other trade name.
(b) Leased Premises Under Construction. In the event that the are
under construction, Lessor and Lessee recognize that final construction may
result in a minor increase or in the decrease in the dimensions or the
total square feet of the Gross Area of the total square feet of the Gross
Leasable Area of the Premises is increased or by less than five (5%)
percent, no change will be made in this Lease. If the final construction
results in an increase or decrease in total square feet of the Gross
Leasable Area of the Premises in excess of five (5%) percent, Lessor and
Lessee shall enter into an amendment of this Lease confirming the correct
square feet of the Gross Leasable Area of the Premises and adjusting the
Minimum Monthly Rent on a prorata basis.
(c) Suitability. Lessee acknowledges that neither Lessor nor any
agent of Lessor has made any representation or warranty with respect to the
Premises or with respect to the suitability of the Leased Premises or the
Shopping Center for the conduct of Lessees business, nor has Lessor agreed
to undertake any modification, alteration or improvement to the Leased
Premises except as provided in this
2. Term.
The Lease Term shall be as set forth in Paragraph G of the Basic Lease
Provisions.
3. Rent.
(a) Minimum Monthly Rent The "Minimum Monthly Rent shall be as set
forth in
Paragraph H of the Basic Lease Provisions.
(1) Rental Payment Date. The Minimum Monthly Rent shall be
payable in equal monthly installments without offset or reduction, in
advance, on the first day of each and every month of the Lease Term
beginning on the Lease commencement Date. Should the Lease Commencement
Date fall on a date other than the first day of the month, the first
month's Minimum Monthly Pent shall be paid in full and the second months
Minimum Monthly Rent shall be prorated appropriately.
(b) Percentage Rent. In addition to the lease Monthly Rent to be
paid by Lessee pursuant to this Paragraph 3, Lessee pay to Lessor an amount
equal to a percentage of "Gross Sales", as defined below, of the Lessee
made in, upon or from the Premises during each lease year of the Lease
Term, less the aggregate amount of the Minimum Monthly Rent paid by Lessee
during such lease year. The percentage of Gross Sales herein referred to
shall be the percent set forth in Paragraph I-1 of the Basic Lease
Provisions specified as "Percentage Rent".
Such Percentage Rent shall be computed on a monthly basis in each
lease year and,. on or before the tenth (10th) day of the calendar month
immediately following the close of such monthly period, Lessee shall pay to
Lessor the amount by which the sum so computed as the percentage of Gross
Sales of the Lessee during said period exceeds the installment of Minimum
Monthly Rent payable during said period.
At the close of each lease year and within thirty (30) days
thereafter, there shall be determined the Gross Sales of during said lease year
and the amounts paid to Lessor as Minimum Monthly Rent and as Percentage Rent
for said lease year. Thereupon, an adjustment shall be made with respect to
said Minimum Monthly Rent and Percentage Rent as follows: if Lessee shall have
an amount of Percentage Rent greater than is in fact required to pay for the
lease year under the terms hereof the excess so determined shall be applied
against amounts due from Lessee p to the Lease, except that, if any unused
excess exists at the expiration or termination of this Lease, such sum
shall. be paid to within fifteen (15) days after Lease returns the Leased
Premises in the condition required under this Lease. If has paid to Lessor
an amount of Percentage Rent less than Lessee is required to pay, Lease
shall immediately pay the difference to Lessor.
For the purpose of computing Percentage Rent, sales in the period prior
to the commencement of the first lease year shall be added to the sales for
the first full month of the first lease yew, Percentage Rent due and
payable (if any) for this entire period shall be the amount in excess of
the monthly installments of Minimum Monthly Rent which shall be payable by
during said period.
(1) Definition of Gross Sales. Gross Sales of Lessee means
that gross selling price of all merchandise or services sold, leased,
licensed, or delivered in or from the Premises by Lessee, its permitted
sublessee, licensees, or concessionaires, whether for cash or on credit,
including the gross amount received by reason of orders taken on the
Premises although filled elsewhere, and whether made by store personnel or
vending machines (as allowed by this Lease). Any transaction on an
installment basis, including, without limitation, any "lay-away" sale or
like on, or otherwise involving the extension of credit, shall be treated
as a sale for the first. price at the time of the transaction, of the time
of payment or when title passes. Gross Sales shall also include any sums
Lessee shall receive from pay telephones and stamp machines. Gross Sales
shall not include, or if included there shall be deducted (but only to the
extent they have been included), sales taxes, but only if such sales taxes
are added to the selling price, separately stated, collected separately
from the selling price of merchandise or services, and collected from
customers.
Within three (3) years after the receipt of any such statement, Lessor
at any time shall be entitled to an audit of such Gross Sales either by
Lessor or by a certified public accountant to be designated by Lessor.
Such audit shall be limited to the determination of Gross Sales as defined
herein; all records of business done in and about the Leased Premises by
Lessee, its subleases, licensees and concessionaires, including but in no
way limited to, all state and municipal sales tax and remits, reports to
the State Board of Equalization., income and franchise tax returns daily
detailed dated cash register strips, bank books, voucher bills and all
records, documents and papers pertaining to the business done in the Leased
Premises, shall be subject to the inspection of Lessor for such purpose;
additionally, Lessor shall have the right to examine and check the total an
said cash register, daily, weekly, or monthly at its election for the
purpose of determining Gross Sales and Percentage Rent; all such inspection
may be conducted during normal business hours at Lessee's principal place
of business by Lessor, its accountants and/or Attorneys. If it shall be
determined as a result of such audit that there has been a deficiency in
the payment of Percentage Rent, then such deficiency shall become
immediately due and payable with interest at the highest rate allowed by
law. If Lessee's statements for the pertinent lease year shall be found to
have understated Gross Sales by more than two percent (2%), then the
reasonable cost of the audit shall be paid by Lessee to Lessor, if the
understatement exceeds ten percent (10%), then in addition to the payment
of said audit cost and all other legal remedies of Lessor, such
understatement shall be deemed a breach of this Lease and shall entitle
Lessor to cancel and terminate this Lease. Any information gained from
such statements or inspection shall be confidential and shall not be
disclosed other than to carry out the purposes hereof; provided; however,
Lessor shall be permitted to divulge the contents of any such statements in
connection with any financing arrangements or assignments of Lessor's
interest in the Leased Premises or in connection with any administrative or
judicial proceedings in which Lessor is involved and where Lessor may be
required to divulge such information.
Statement of Gross Sales. Lessee agrees to furnish or cause to be
furnished to Lessor simultaneously with the payment of Percentage Rent (if
any) a statement of Gross Sales of the within (10) days after the close of
each calendar month, and an annual statement of Gross Sales within thirty,
(30) days after the close of each lease year or within thirty (30) days
after the expiration or termination of the Lease Term. Such statements
shall be signed by Lessee if Lessee is composed of individuals or by a
responsible officer if Lessee is a corporation.
Lessee shall keep at the Leased Premises full and accurate books of
account, records, cash receipts, and other pertinent data showing its Gross
Sales and Lessee shall record therein every sale and other transaction made
from the Leased Premises. Lessee shall also furnish to Lessor upon
request, copies of its quarterly state sales and use tax returns filed with
the state in which the Shopping Center is located. Such books of account,
records, cash receipts, and other pertinent data shall be kept for a period
of three (3) years after the end of each lease year. The receipt by Lessor
of any statement or any payment of Percentage Rent for any period, shall
not bind Lessor as to the correctness of the statement or the payment
(c) Prepaid Rent Concurrently with Lessees execution of this
Lease, Lessee shall pay to Lessor the sum as stated in Paragraph I-2 of the
Basic Lease Provisions as "Prepaid Rent" for the months designated therein.
(d) Definition of Rent All of the payments described in the
foregoing subsections 3(a) through 3(c), are hereinafter collectively
referred to as "Rent"
4. Payment of Rent.
Lessee agrees to pay the Rent herein reserved at the time hereinabove set
forth, without deduction or offset, prior notice or demand, in lawful money
of the United States of America, to the Lessor as set forth in Paragraph M
of the Basic Lease Provisions or to such other person and/or at such other
place as Lessor may from time to time designate in writing.
5. Possession.
Possession of the Leased Premises shall be tendered to the Lessee upon
execution of the agreement or at such later date as the parties may agree
in writing.
If Lessor is unable to do possession of the Premises by the date
specified for the commencement of the term as a result of causes beyond its
reasonable control Lessor shall not be liable for any damage caused for to
deliver possession, and this shall not be void or voidable. Lessor shall
not be liable for rent until Lessor delivers possession of the Premises to
but the term not be extended by the delay
6. Payment of Taxes and Assessments by Lessee.
Lessee shall reimburse Lessor as more specifically provide in
Paragraph 17, below, for Lessee's Proportionate Share, as defined in
Paragraph 17 below, of all taxes and assessments assessed, levied, imposed
or applicable to the Premises and/or the Shopping Center including without
limitation, real property taxes, assessment. improvement bonds, and other
governmental charges, commercial rental tax, business tax, license fees, or
levies, general and special, regular and supplemental, ordinary and
extraordinary, unforeseen as well as foreseen, of any kind or nature,
hereinafter collectively referred to as "Impositions", which are assessed,
levied, imposed or become a lien upon the Premises, the Shopping Center of
which the Premises are a part or become payable during the term; excepting
only inheritance taxes, or taxes levied on or computed by reference to
Lessor's personal net income as a whole on all of Lessor's investments.
The term Impositions shall also include any tax, fee, levy, assessment or
charge imposed as the result of a transfer, either partial or total of
Lessor's interest in the Leased Premises and/or the Shopping Center. If at
any time subsequent to the date of this Lease, the methods of taxation
prevailing as of the date of this Lease shall be altered so that in lieu of
or as a supplement to or a substitute for the whole or any part of any
taxes, charges or assessments now levied, assessed, or imposed on the
Leased Premises and for the Shopping Center and appurtenances thereto and
the facilities thereof, or the real property relating thereto, there shall
be levied, assessed, or imposed (a) a tax, assessment, levy, imposition or
charge wholly or partially as a net income, capital or franchise levy or
otherwise on the rents, issues, profits or income derived therefrom or (b)
the tax, assessment, levy (including but not limited to any municipal,
state or federal levy), imposition or charge measured by or based in whole
or in part upon the Leased Premises and appurtenances thereto and the
facilities thereof or the real property relating thereto and unposed upon
Lessor, or (c) a license fee measured by the Rent payable under this Lease,
then all such taxes, assessments, levies, impositions or charges, or the
part thereof so measured or based, shall be deemed to be included in the
term Impositions.
7. Assignment and Subletting.
(a) Lessor's Consent Required. Lessee shall not voluntarily, by
operation of law or otherwise assign this Lease or enter into license or
concession agreements, sublet all or any part of the Leased Premises, or
otherwise transfer, mortgage, pledge, hypothecate, or encumber all or any
part of Lessee's interest in this Lease or in the Leased Premises or any
part thereof, or suffer or permit the Leased Premises or any part thereof,
to be used by any third party other than Lessee, its authorized agents,
employees, invitee, and visitors, without Lessor's prior written consent
and any attempt to do so without such consent being first had and obtained
shall be wholly void and shall constitute a breach of this Lease.
(b) Reasonable Consent. If Lessee is in default under this Lease, it
will not be unreasonable for Lessor to withhold consent regardless of the
proposed assignee or sublessee. If Lessee is not in default and complies
with the following conditions and Lessor is satisfied with the
documentation submitted Lessor shall not unreasonably withhold its consent
to the assignment of this Lease or the subletting of the Leased Premises or
any portion thereof. Lessee shall submit in writing to Lessor for Lessor's
review and approval sixty (60) days prior to the effective date of the
proposed assignment (i) the name and legal composition of the proposed
assignee or sublessee; (ii) the nature of the proposed assignee's or
sublessee's business to be carried on in the Leased Premises; (iii) the
terms and provisions of the proposed transfer; (iv) and information as
Lessor may request concerning the proposed assignee or sublessee, including
without limitation, financial history, credit rating, and business
experience. Lessee acknowledges that Lessor has entered into this Lease in
reliance on the particular skills, knowledge, and experience of Lessee
and/or the principal officer of Lessee with respect to the conduct of
business in the Leased Premises; Lessee recognizes that Lessor's
substantial investment in the Leased Premises and the willingness of Lessor
to put that investment at risk under the terms of this Lease is based upon
Lessor's judgment. If in Lessor's sole judgment, the quality of
professional services or business is or may be in any way adversely
affected during the term of this Lease or the financial worth of the
proposed new Lessee is less than that of Lessee executing this Lease or
Lessee, and Lessee's Guarantor, if any, or if the investigation discloses
other information unsatisfactory to Lessor, Lessor reserves the right to
refuse such consent.
Anything to the contrary notwithstanding contained herein or
elsewhere in this Lease, Lessor, as additional consideration for approval
of such assignment or subletting, shall be entitled; (i) to receive any and
all consideration payable in connection therewith, including without
limitation, any additional rent or other charges or any lump sum
settlement; and/or (ii) to require increases in Minimum Monthly Rent and
Percentage Rent payable to Lessor consistent with the then current Minimum
Monthly Rent rate for a new lease for similar Leased Premises and to modify
this Lease accordingly increasing the Minimum Monthly Rent, adding and/or
amending a Percentage Rent clause; and/or (iii) to modify such other
provisions of this Lease, as Lessor may require to bring this Lease into
compliance with its current leasing practice, including without limitation
cancellation of any options to extend the term granted hereunder, if any;
and/or (iv) to assume the Lease, to sublease the Leased Premises or to
consummate the proposed transfer on the same terms and conditions
(excluding any differences in Rent or other financial terms) specified in
any notice of a proposed assignment, sublease, or transfer, such option to
be exercised within ten (10) days of receipt of a written notice thereof,
and/or (v) to cancel or terminate this Lease upon thirty (30) days written
notice to Lessee provided that in such event, Lessee, may elect by written
notice to Lessor within ten (10) days of delivery of notice of the
cancellation or termination to forego such assignment or subletting and to
retain the Leased Premises for the balance of the term of this Lease on the
terms and conditions herein set forth.
(c) No Release of Lessee. No consent by Lessor to any assignment or
subletting by Lessee shall relieve of any obligations to be performed by
Lessee under this Lease, whether occurring before or after such consent
assignment of the Lease, or subletting of the Premises. The consent by
Lessor to any assignment or subletting shall not relieve Lessee from the
obligation to obtain Lessor's express written consent to any other such
assignment of the Lease or subletting of the Leased Premises. The
acceptance of Rent by Lessor from any other person shall not be deemed to
be a waiver by Lessor of any provision of this Lease or to be a consent to
any assignment subletting, or other transfer. Consent to one assignment,
subletting, or other transfer shall not be deemed to constitute consent to
any subsequent assignment, subletting, or other transfer.
Lessee hereby irrevocably assigns to Lessor all Rent and other
sums from any such assignment or subletting of the Leased Premises, and
agrees that Lessor, as assignor and as attorney-in-fact for Lessee, or a
receiver for Lessee appointed upon Lessor's application, may collect such
Rent other sums and apply the same as provided in Paragraph 30 upon
Lessee's default. Until the occurrence of any act of default by Lessee,
assignee, or sublessee, Lessee shall have the right to collect such sums,
provided that all excess sums over the Minimum Monthly Rent called for in
the Basic Lease Provisions which any assignee or sublessee covenants to pay
shall belong solely and exclusively to Lessor.
(d) Costs; Form of Consent. Lessee agrees to reimburse Lessor for
Lessor's reasonable fees and costs, with a minimum of two hundred and
fifty ($250) dollars, incurred in conjunction with the processing and
documentation of any such requested transfer, assignment, subletting,
licensing, or concession agreement, change of ownership, mortgage, or
hypothecation of this Lease or Lessee's interest in and to the Leased
Premises. Each transfer, assignment, subletting, licensing, concession
agreement, mortgage, and hypothecation to which there has been consent
shall be by an instrument in a writing in a form satisfactory to Lessor,
and shall be executed by the transferor, assignor, sublessor, licensor,
concessionaire, hypothecator, or mortgagor, and the transferee, assignee,
sublessee, licensee, concessionaire, or mortgagee in each instance, as the
case may be; and each transferee, assignee, sublessee, licensee,
concessionaire, or mortgagee shall agree in writing for the benefit of
Lessor herein to assume, to be bound by, and to perform the terms,
covenants, and conditions of this Lease to be done, kept, and performed by
Lessee including the payment of all amounts due or to become due under this
Lease directly to Lessor. One executed copy of such written instrument
shall be delivered to Lessor. Failure to first obtain in writing Lessor's
consent or failure to comply with the provisions of this Paragraph shall
operate to prevent any such transfer, assignment, subletting, licensing,
concession agreement, change of ownership, mortgage, or hypothecation from
becoming effective.
(e) Transfer of Ownership. If Lessee hereunder is a corporation
which under the then current laws of the state in which the Shopping Center
is located is not deemed a public corporation, or is an unincorporated
association or partnership, the transfer, assignment, or hypothecation of
any stock or interest in such corporation, association, or partnership in
the aggregate in excess of forty (40%) percent shall be deemed an
assignment within the meaning and provisions of this Paragraph 7. Further,
the dissolution, merger, consolidation or other reorganization of the
corporation or the sale or other transfer of forty (40%) percent or more of
the assets of the corporation shall be deemed an assignment within the
meaning and provisions of this Paragraph 7.
8. Rights and Obligations Under the Bankruptcy Code.
Upon the filing of a petition by or against Lessee under the United
States Bankruptcy Code, Lessee, as debtor in possession, and any trustee
who may be appointed by the Bankruptcy Court agree as follows: (i) to
perform each and every obligation of Lessee under this Lease until such
time as this Lease is either rejected or assumed by order of the United
States Bankruptcy Court; and (ii) to pay monthly in advance on the first
day of each month as reasonable, compensation for use and occupancy of the
Leased Premises the sum set forth in the Basic Lease Provisions as Rent,
and all other charges otherwise due to this Lease; and (iii) to reject or
assume this Lease within sixty (60) days of the filing of such petition
under Chapter 7 of the Bankruptcy Code or under any other Chapter; and (iv)
to give Lessor at least forty-five (45) days prior written notice of any
abandonment of the Leased Premises; any such abandonment is to be deemed a
rejection of this Lease; and (v) to do all other things of benefit to
Lessor otherwise required under the Bankruptcy Code; and (vi) to be deemed
to have rejected this Lease in the event of the failure to comply with any
of the above; and (vii) to have consented to the entry of an order by an
appropriate United States Bankruptcy Court providing all of the above,
waiving notice and hearing of the entry of same.
Included within and in addition to any other conditions or obligations
imposed upon Lessee or its successor in the event of assumption and/or are
the following: (i) the cure of any monetary defaults and the reimbursement
of any loss within not more than thirty (30) days of assumption and/or
assignment; (ii) the deposit of an additional sum equal to three (3)
months' Minimum Monthly Rent to be held as a security deposit; (iii) the
use of the Leased Premises as set forth in Paragraph 1 of this Lease, (iv)
the reorganized debtor or assignee of such debtor in possession or of its
trustee demonstrates in writing that it has sufficient background including
but not limited to, substantial business experience and financial ability
to operate a business in the Leased Premises in the manner contemplated in
this Lease and meet all other reasonable criteria of Lessor as did upon
execution of this Lease; (v) the prior written consent of any mortgagee to
which this Lease has been assigned as collateral security; and (vi) the
Leased Premises, at all times, remains a single Leased Premises and
business and no physical changes of any kind may be made to the Premises
unless in compliance with the applicable provisions of this Lease.
No default under this Lease by Lessee, either prior to or subsequent
to filing of such a petition, shall be deemed to have been waived unless
expressly done so in writing by Lessor. The provisions of this Paragraph 8
shall also apply to any guarantor of this Lease.
9. Waste; Nuisance.
Lessee shall not do or permit anything to be done in or about the
Premises which will in any way obstruct or interfere with the rights of
other lessee or occupants of the building of which the Leased Premises may
be a part or any other building in the Shopping Center, or injure or annoy
them use or maintain or permit any nuisance in, on or about the Leased
Premises. Lessee shall not commit or suffer to be committed any waste in
or upon the Premises.
Lessee further covenants and agrees that it will not use or suffer or
permit any person or persons to use the Leased Premises or any part thereof
for conducting therein a second-hand store, auction, distress or fire sale,
or bankruptcy or going-out-of-business sale. During said term, Lessee
shall keep the Leased Premises and every part thereof in a clean and
wholesome condition, free of any objectionable noises, odors, or nuisances;
all health and police regulations shall in all respects and at all times be
fully complied with by Lessee.
Lessee shall not install any exterior lighting or plumbing fixtures,
shades, or awnings, or make any exterior decoration or painting or similar
devices on the roof of exterior walls of the Leased Premises, or make any
changes to the store front, without Lessor's prior written consent. Use of
the roof of the Leased Premises is reserved to Lessor. shall not do
anything on the Leased Premises that will cause damage to the building in
which the Leased Premises are located; the Leased Premises shall not be
overloaded and no machinery, apparatus, or other appliance shall be used or
operated in or on the Leased Premises that will in any manner injure,
vibrate, or shake the Leased Premises or the premises of an adjacent
lessee. Lessee shall not install, maintain, use, or allow in or upon the
Leased Premises any pinball machine, coin-operated music machine, or other
coin-operated amusement device of any kind or character.
10. Prohibited Use
Lessee shall not use, or permit said Leased Premises or any part
thereof, to be used for any purpose or purposes other than the purpose or
purposes for which said Leased Premises are hereby leased; including but
not limited to entertainment (other than as incidental to the use and for
which no charge is made to customers) or recreational purposes. a bowling
alley, skating rink, health studio or gym, billiard room, game arcade or
amusement center, gambling establishment, movie theater, night club, dance
hall, bar or tavern (except if incidental to the operation of a restaurant
or delicatessen, if said Premises am hereby leased for such purpose or
purposes), pawn shop or the sale of second hand property, an "adult" book
store, a pornographic shop, house of prostitution or massage parlor, a
"training or education facility", a beauty school or barber college,
reading room, place of instruction or any other operation catering
primarily to students or trainees rather than to customers or for an
auction or for the sale or display of motor vehicles, boats, trailers,
motor homes, and establishments. Lessee shall not use, or permit said
Leased Premises or any part thereof for any use in direct conflict or
competition with then granted or existing exclusives. No use shall be made
or permitted to be made of said Leased Premises, no acts done, which will
increase the existing rate of insurance upon the Leased Premises in which
said Leased Premises may be located (once said rate is established), or
cause the cancellation of any insurance policy covering said Leased
Premises or any part thereof, nor shall Lessee permit to be kept, used or
sold in or about said Leased Premises any article which may be prohibited
by standard form of fire insurance policies. Lessee shall, at its sole cost
comply with any and all requirements, pertaining to the use of said Lease
Premises, of any organizations or company necessary for the maintenance of
reasonable fire and public liability insurance, covering said Leased
Premises and appurtenances. If applicable and if requested by Lessor, and
if required by any insurance organization or governmental agency, Lessee
agrees to install and maintain good order an Ansul system and such other
adequate fire protection systems as Lessor may deem necessary.
11. Alterations.
Lessee shall not make, or suffer to be made, any alterations of the
Leased Premises, or any part thereof, without the written consent of Lessor
having been first had and obtained, which consent shall not be unreasonably
withheld. Lessee agrees that all additions or improvements of whatsoever
kind or nature made to the Leased Premises, other than equipment, furniture
and movable fixtures, shall belong to and become the property of the Lessor
upon the expiration of the term of this Lease or sooner termination
thereof. The right of the Lessee to remove such equipment, furniture or
movable fixtures is conditioned, however, upon Lessee's agreement, and
Lessee hereby agrees to repair any damages to the Leased Premises caused by
such removal.
12. Abandonment.
Lessee shall not vacate or abandon the Premises at any time during the
term hereof,. and if Lessee shall abandon, vacate or surrender the Leased
Premises, or be dispossessed by process of law or otherwise, it shall be a
default under this Lease, and any personal property belonging to Lessee and
left on said Leased Premises shall be deemed to be abandoned, at the option
of Lessor, or the Lessor may store the same in the name and at the cost of
the Lessee. The term "abandoned" as used herein means vacation of the
Leased Premises by Lessee or any sublessee or assignee of Lessee for a
period of more than six (6) consecutive normal business days.
13. Utilities
Lessee agrees to pay, prior to delinquency, all charges and/or
assessments for gas, electricity, water, sewage, air conditioning, and
telephone service or other services which may be used in said Leased
Premises if separately metered, and Lessee's Proportionate Share, as
defined in Paragraph 17 below, of such utility charges if not separately
metered, in the same manner as payments for the Common Area Maintenance, as
set forth in Paragraph 17 below.
14. Maintenance and Repair.
Lessee shall at all times-during the term hereof and, and at Lessee's
sole cost and expense keep, maintain and repair the Leased Premises and
other improvements upon and about the Leased Premises in good and sanitary
order and condition including, without limitation, the maintenance, repair
and replacement, of any store front, doors, signs, entrances and exits,
interior walls, ceilings and floors, fire sprinklers, window casements,
glazing and air conditioning system, including contracting with a service
company for the monthly maintenance, with a copy of the service contract
furnished to Lessor, security system, plumbing, pipes, and utility lines,
electrical wiring and conduits. Lessee shall maintain the whole of said
Leased Premises in a clean and sanitary condition, in accordance with all
applicable state, city and county health and sanitation laws and ordinances
and as directed by the proper public, officials during the term of this
Lease, Lessee shall also at its sole cost and expense be responsible for
any alterations or improvements to the Leased Premises necessitated as a
result of the requirement of any municipal, state, or federal authority.
If applicable, Lessee shall install and maintain in good working order at
all times devices as necessary to ensure that the sewage and drainage
system shall not have stoppages. In the event of stoppages created by
Lessee's operations, Lessee shall pay or reimburse Lessor for the cost of
clearing said stoppages. Lessee shall make any repair or replacement
necessary, at its sole cost and expense, for any and all damages caused by
a forced entry or attempted forced entry.
By accepting possession of the Leased Premises, Lessee shall be deemed
to have accepted the Leased Premises as being in good condition and repair.
Lessee shall undertake all necessary repairs and maintenance to maintain
the Leased Premises in a first class condition, and Lessee agrees on the
last day of said term or sooner termination of this Lease to surrender the
Leased Premises in a first class condition. Lessee shall not defer needed
and reasonably necessary items of maintenance and repair in the final
months of this Lease, but shall perform the same throughout and including
the last day of the term of the Lease, so that when possession is returned
to Lessor, Lessor will not have to perform repairs and maintenance that
should have been taken care of by the Lessee under its duty to maintain and
make repairs to the Leased Premises.
Lessee covenants and agrees to pay promptly when due all claims for
work and materials furnished in connection with its maintenance or
alteration of the Leased Premises and shall not permit or suffer any liens
or encumbrances to attach to the Leased Premises, and shall indemnify
Lessor against loss therefrom; provided, however, that Lessee within five
(5) days after any final judgment which may be recovered against Lessee or
the Leased Premises in any action or litigation ensuing by reason of
Lessee's contest of such lien or claim of lien, shall pay the same and
fully discharge the Leased Premises and improvement from said lien and
judgment, or in the event Lessee appeals any judgment rendered against it
or the Leased Premises, provided shall forthwith upon the rendering of such
judgment furnish an appeal bond or otherwise cause a stay of execution of
such judgment, pending final determination of such appeal.
Lessee further covenants and agrees that Lessor may go upon the Leased
Premises and make any necessary repairs to the Leased Premises and perform
any work therein (i) which may be necessary to comply with any laws,
ordinances, rules or regulations of any public authority or of the
Insurance Commissioner or Lessor's Insurance Carrier or of any similar
body, if Lessee does not make or cause such repairs to be made or performed
or cause such work to be performed promptly after receipt of written demand
from Lessor, or (ii) which Lessor may deem necessary to prevent waste or
deterioration in connection with the Leased Premises if Lessee does not
make or cause such repairs to be made or performed or cause such work to be
performed promptly after receipt of written demand from Lessor, or (iii)
which Lessor may deem necessary to perform construction work incidental to
any portion of the Shopping Center adjacent to, above or below the Leased
Premises. Nothing herein contained shall imply any duty on the part of
Lessor to do any such work which under any provision of the Lease Lessee
may be required to do, nor shall it constitute a waiver of Lessee's default
in failing to do the same. No exercise by Lessor of any rights herein
reserved shall entitle Lessee to any damage for any injury or inconvenience
occasioned thereby nor to any abatement of Rent.
Except as provided below, Lessor shall not be called upon to make any
improvements or repairs in or upon the Leased Premises during the term of
this Lease, it being the intention that this Lease shall be what is
commonly referred to as a "triple net lease", Lessee being responsible for
all expenses of every kind and nature, including capital improvements as
well as operating expenses.
Subject to the Lessor's right to recoup Lessee's Proportionate Share,
as defined in Paragraph 17 below, of such expenses as provided in Paragraph
17 below, Lessor, agrees to repair, maintain and replace as necessary the
exterior buildings, foundation roof and structure of the Leased Premises
and/or the Shopping Center.
15. Glass Breakage
Lessee assumes all risks from breakage of glass on said Leased
Premises and will promptly replace all such breakage at its own expense.
16. Common Area.
All Common Area shall be subject to the exclusive control and
management of Lessor or such other persons or nominees as Lessor may have
delegated or assigned to excise such management or control, in whole or in
part, in Lessor's place and stead. In no event shall have the right to
sell or solicit in any manner in any of the Common Area.
Lessor shall at all times have the right and privilege of determining
the nature and extent of the Common Area, and of making such changes
therein and thereto from time to time which in its opinion are deemed to be
desirable and for the best interests of all persons using said Common Area,
including the location and relocation of driveways, entrances, exits,
automobile parking spaces, the direction and flow of traffic, installation
of prohibited areas, landscaped areas, and all other facilities hereof.
Lessor hereby grants to customers patrons, suppliers and employees and
invitee of Lessee, sub-lessees and concessionaires of Lessee, a non-
exclusive license to use parking areas in the Shopping Center for the use
of parking motor vehicles during the term of this Lease, subject to rights
reserved to Lessor as hereinafter contained. Lessor reserves the right at
any time and from time to time to grant similar non-exclusive use to other
lessees; to adopt reasonable rules and regulations relating to the use of
common areas including parking and no parking areas, and any part thereof;
to make changes in parking layout from time to time; to withdraw property
from parking use provided adequate customer parking is maintained as
reasonably determined by the Lessor; to close any portion of such parking
area to such extent as, in the reasonable opinion of Lessor or Lessor's
counsel, may be legally sufficient to prevent a dedication thereof or
accrual of any right to any person or the public therein or to close
temporarily any portion of the parking areas or facilities; and to do and
perform any other acts in and to said areas and improvements thereon as
Lessor in its reasonable judgement determines to be advisable.
It is understood that the employees of Lessee and the other lessee of
Lessor within the Shopping Center and the employees of other owners of the
Shopping Center shall not be permitted to park their automobiles in the
automobile parking areas of the common areas winch may from time to time be
designated for patrons of the Shopping Center. Lessor may at its election
furnish and/or cause to be furnished either within the Shopping Center
parking area, or reasonably close thereto, space for employee parking.
Lessor at all times shall have the right to designate the particular
parking area to be used by any or all of such employees and any such
designation may be changed from time to time.
17. Additional Rent.
In addition to the maintenance and repair obligations set forth in
Paragraph 14 above, and the Rent specified, Lessee shall pay to Lessor
further "Additional Rent" as follows:
(a). Lessee's proportionate share of the operating costs of the common
areas in the Shopping Center. Lessee's "Proportionate Share" shall be
defined, as the proportion that the total square feet of the Gross Leasable
Area of the Leased Premises bears to the total square feet of Gross
Leasable Area leased to and occupied by others in the Shopping Center,
which is owned by Lessor (whether or not open for business). "Opening
Costs" shall mean the total costs and expenses incurred in operating and
maintaining the common areas including the parking lot, including, without
limitation, re-paving and re-striping of the parking area, maintenance of
on-site and off-site sewer and utility fines, maintenance of appurtenant
easements, gardening and landscaping, exterior painting and maintenance,
water and utility charges, alterations due to changes in the law, costs of
public liability insurance (including umbrella insurance), rental income
and property damage insurance to be obtained by Lessor, cleaning, sweeping,
replacements, repairs, lighting, sanitary control and sewer charges,
removal of snow, ice, trash, rubbish, garbage and other refuse, reasonable
reserves for anticipated expenditures, the cost of personnel to implement
such services, to direct parking, and to police the common areas.
Operating costs shall also include Lessor's or third parties' expenses for
management, accounting, bookkeeping, and collection services, such sums to
be reasonably determined by Lessor at rates comparable to those charged for
similar services in comparable projects in the same geographic area.
"Common Areas" means all areas, space, equipment and special services for
parking and ingress and egress, and/or for the common and joint use and
benefit of the occupants of the Shopping Center as Lessor may in the future
designate, and may change at any time during the term hereof including,
without limitation, canopy, parking areas, access roads, on-site and off-
site sewer and utility servicing the Shopping Center, driveways, retaining
walls, landscaped areas, truck service ways or tunnels, loading docks,
pedestrian walkways, courts, stairs, ramps, and sidewalks, storage areas,
comfort and first aid stations, wash rooms and parcel pickup stations.
(b) Lessee's Proportionate Share of the Lessor's costs as provided in
the last paragraph of Paragraph 14.
(c) Lessee's Proportionate Share of Impositions, as provided in
Paragraph 6.
(d) Lessee's Proportionate Share of costs as provided in-Paragraph
21(c).
(e) Ten percent (10%) of all the foregoing costs listed in
subparagraphs (a) to (d) inclusive to Lessor's administrative and overhead
expenses.
Upon commencement of Rent, Lessor shall submit to Lessee a statement
of the anticipated monthly Additional Rent for the period between such
commencement and the following January and shall pay this Additional Rent
on a monthly basis concurrently with the payment of the Rent. Lessee shall
continue to make such monthly payments until notified by Lessor of a change
thereof. By April 1st of each year, Lessor shall endeavor to give Lessee a
statement showing the Additional Rent for the prior calendar year and
Lessee's allocable share thereof, prorated for the commencement of Rent.
In the event the total of the total monthly payments which Lessee has made
for the prior calendar year is less than Lessee's actual share of such
Additional Rent, then shall pay the difference in a lump sum with the
monthly Additional Rent next coming due. Any over payment by Lessee shall
be credited towards the monthly Additional Rent next coming due. A budget
estimating the anticipated expenditures, shall be prepared by Lessor, and
shall be used for purposes of calculating the anticipated monthly.
Additional Rent for the then current year with actual determination of such
Additional Rent after each calendar year as above provided; excepting that
in any year in which re-surfacing or re-roofing is contemplated, Lessor
shall be permitted to include the anticipated cost of same as part of the
budget. Even though the term has expired and Lessee has vacated the Leased
Premises, when the final determination is made of Lessee's share of said
Additional Rent for the year in which this Lease terminates, Lessee shall
immediately pay any increase due over the estimated Additional Rent
previously Paid and/or conversely, any overpayment made shall be
immediately rebated by Lessor to Lessee. Failure of Lessor to submit
statements as called for herein shall not be deemed a waiver of Lessee's
obligation to pay the above amounts, however, the obligation to pay shall
be postponed until Lessor has submitted the statement and Lessee shall have
ten (10) days thereafter to tender payment to Lessor.
18. Lessor's Right to. Relocate the Leased Premises
Lessor shall have the right to relocate the Leased Premises to another
part of the Shopping Center in accordance with the following: (i) the new
leased premises shall be substantially the same in size, dimensions,
configuration, decor, and nature as the Leased Premises described in this
Lease, and shall be placed in that condition by Lessor at its cost; (ii)
the physical relocation of the Leased Premises shall be accomplished by
Lessor at its cost; and (iii) Lessor shall give Lessee at least sixty (60)
days notice of Lessor's intention to relocate the Leased Premises.
19. Entry by Lessor.
Lessor reserves and shall at any and all reasonable times and with
reasonable notice during business hours, have the right to enter the Leased
Premises to inspect the same, and agrees to allow "for lease" signs of
reasonable size to be placed and remain upon the exterior front of the
Leased Premises during the last ninety (90) days of the term hereby
created.
20. Compliance with Governmental Regulation
Lessee agrees that it will comply with and conform to all laws and
ordinances, municipal, state and federal, and any and all lawful
requirements and orders of any property constituted municipal, state or
federal Board or authority, present or future, in anyway relating to the
condition, alteration, use or occupancy of the Leased Premises throughout
the entire term of this Lease and to the perfect exoneration from liability
of the Lessor doing such work as may be required at its sole expense
including, but not limited to, any regulations regarding hazardous or
dangerous substances. Without limiting the foregoing, Lease agrees that it
will not at any time use or occupy the Leased Premises in violation of the
certificate of occupancy issued with regard to the Leased Premises. The
judgment of any court of competent jurisdiction or the admission of Lessee
in any action or proceeding against Lessee, whether Lessor be a party
thereto or not, that Lessee has violated any such law, ordinance,
requirement or order in the use of the Leased Premises, shall be conclusive
of that fact as between Lessor and Lessee.
21. Insurance and Indemnification.
Lessee shall, at its sole cost and expense, cause to be placed in
effect immediately prior to commencement of the term of this Lease, and
shall maintain in full force and effect during said term of this Lease and
any renewals thereof, the following insurance in companies satisfactory to
the Lessor and licensed in the state in which the Leased Premises are
located and in the joint names of Lessor and Lessee as insured (or as
additional insured should Lessor so elect). The insurance carrier shall at
all times during the term of this Lease have a policyholder's rating of not
less than "A/7" in the most current edition of Bests Insurance Reports:
(a) Comprehensive public liability insurance including, if
applicable, but not limited thereto, boiler and machinery and any other
similar insurance covering the Leased Premises in an amount normally
carried by the Lessee in Lessee's normal "blanket" policy, but in any event
not less than $1,000,000 combined single limit bodily injury and property
damage for injury and/or death to any number of persons in any one
accident. Any insurance required of Lessee under this Lease may be
furnished by Lessee under a blanket policy carried by it. Such blanket
policy shall contain an endorsement in joint names of Lessor and Lessee,
reference the premises, and guarantee a minimum limit available for the
Leased Premises equal to the insurance amounts required in this Lease.
Annually the policy limits of said public liability insurance shall be
reviewed and adjusted to a limit as recommended by the Lessor's insurance
carrier. Said limit shall be set at an amount which is reasonable given
the nature of Lessee's use. In no event shall said coverage be less than $
1,000,000.
(b) Lessee shall, during the entire term of this Lease, keep in full
force and effect a policy of Use, Occupancy and Contents Insurance and
insurance covering all glass and windows, and if liquor is to be sold on
the Leased Premises, Dram Shop Insurance.
(c) Lessor shall, during the Lease Term, subject to Lessor's right to
recoup, Lessee's Proportionate Share of such costs, as more specifically
set forth in Paragraph 17, keep the Leased Premises insured for the benefit
of Lessor, for its full replacement value against loss or damage by fire,
including a broad form endorsement.
Lessee shall provide copies of the insurance policies, appropriately
authenticated by the insurer, as set forth in subparagraphs (a) and (c)
above (or insurance certificates should Lessor so elect). Such copies or
certificates shall be furnished to Lessor upon execution of this Lease.
The policies or certificates shall contain a provision that the insurer
will not cancel or refuse to renew the policies, or change in any material
way the nature or extent of the coverage provided by such policies without
first giving the Lessor thirty (30) days prior written notice by certified
or registered mail, return receipt requested. Thirty (30) days prior to
expiration of any policies of insurance carried by Lessee, Lessee shall
provide proof of continuing coverage.
In the event Lessee fails to procure, maintain and/or pay for the
insurance required by this Lease, at the times and for the duration
specified in this Lease, Lessor shall have the right, but not the
obligation, at any time and from time to time, and without notice, to
procure such insurance and/or pay the premiums for such insurance, in which
event shall repay Lessor, as additional rent, all sums so paid by Lessor
together with interest thereon and any costs or expenses incurred by Lessor
in connection therewith, without prejudice to any other rights and remedies
of the Lessor under this Lease. Failure of the Lessee to take out or
maintain the insurance policy hereinabove described or to pay the premiums
thereon or reimburse the Lessor when due shall carry with it the same
consequences as failure to pay any installment of Rent.
Lessor shall not be liable for any damage done to said Leased Premises
or any of the fixtures, merchandise, property or equipment therein
contained, whether owned by Lessee or by any other person, due to the
overflowing or breaking of steam or water pipes, drains, boilers, basins,
toilets, lavatories or gutters or from smoke, fire, odor, earthquake,
explosion, gas, electricity, lighting and wiring, or from any other cause
and whether having its origin in the Leased Premises hereby leased or
elsewhere.
Lessee, as a material part of the consideration to be rendered to
Lessor, hereby waives all against Lessor for injury to any person or for
damages to goods, wares, and merchandise in, upon or about said Leased
Premises from any cause arising at any time except the negligence or
willful misconduct of Lessor, and Lessee will indemnify, protect, defend
and hold Lessor harmless from any damages or injury to any person of to the
goods, wares and merchandise of any person arising from the use of the
Leased Premises by or under Lessee or from the failure of the Lessee to
maintain the Leased Premises in the manner herein required
22. Waiver of Subrogation.
Lessor and Lessee hereto do hereby waive its entire right of recovery
against the other for any damages caused by an occurrence against by Lessor
or Lessee, and the rights of any insurance carrier to be subrogated to the
rights of the insured under the applicable policy to the extent allowed by
the respective insurance carrier. Lessor and Lessee each covenant that at
the Commencement Date of the term hereof, their respective insurance
policies will contain waiver of subrogation endorsements, and that if such
endorsements, for any reason whatsoever, are about to become unavailable,
they will give the other party not less than thirty (30) days prior written
notice of such impending unavailability.
23. Surrender.
Upon the expiration of the term hereof to the leasehold interest
created hereby and subject to Lessor's lien rights set forth herein, Lessee
shall remove its interior and exterior signs and all of its movable trade
fixtures, equipments, and personal property from the Leased Premises and
fully repair and/or restore for all damage thereto resulting from such
removal, and shall thereupon surrender the Leased Premises in the same
condition as they were on the Lease Commencement Date, reasonable wear and
tear excepted. Lessee shall upon surrender, furnish a certification by a
qualified company that all mechanical equipment in the Leased Premises is
in good working condition. All property of any kind not removed from the
Leased Premises shall be deemed abandoned by Lessee. If the Leased
Premises are not surrendered at the end of the Lease Term, Lessee shall
indemnify Lessor against loss or liability resulting from delay by Lessee
in surrendering the Leased Premises including but not limited to any loss
arising from any claim made by any succeeding Lessee founded on such delay.
Except as provided herein, no act or conduct of the Lessor, whether
consisting of the acceptance of the keys to the Leased Premises, or
otherwise, shall be deemed to be or constitute an acceptance of the
surrender of the Leased Premises by the Lessee prior to the expiration of
the term hereof, and such acceptance by the Lessor of the surrender by the
Lessee shall only flow from and must be evidenced by a written
acknowledgment of acceptance of surrender signed by the Lessor.
24. Subordination; Estoppel Certificate.
At Lessor's option, this Lease shall be subordinated to any mortgage
or deed of trust which is now or shall be placed upon the Leased Premises,
and Lessee agrees to execute and deliver any instrument, without cost to
it, which may be deemed necessary to further effect the subordination of
this Lease to any such mortgage or deed of trust; provided, however, such
mortgage or deed of trust shall provide, or the mortgage or beneficiary
thereunder shall agree, in writing in recordable form delivered to Lessee,
that so long as Lessee is not in default under this Lease, foreclosure of
any such mortgage or deed of trust or sale pursuant to exercise of any
power of sale thereunder shall not affect this Lease but such foreclosure
or sale shall be made subject to this Lease which shall continue in full
force and effect, binding on the Lessee and transferee. Lessee shall
thereafter attorn to the transferee as if said transferee was the Lessor
under this Lease.
Lessee shall, at any time upon not less than ten (10) days prior
request by Lessor, execute, acknowledge and deliver to Lessor an estoppel
certificate, in writing in a form satisfactory to Lessor certifying that
this Lease is unmodified and in full force and effect (or if there have
been modifications, that the same is in full force and effect as modified
and stating the modifications) and, if so, the dates to which the Rent and
any other charges have been paid in advance, it being intended that any
such statement delivered pursuant to this subparagraph may be relied upon
by a prospective purchaser or encumbrancer (including assignees) of the
Leased Premises.
25. Attorneys' Fees.
In the event of the bringing of any action by either party hereto as
against the other hereon or hereunder or by reason of the breach of any
covenant or condition on the part of the other party or arising out of this
Lease, then and in that event the party in whose favor final judgment shall
be entered shall be entitled to have and recover of and from the other
reasonable attorneys' fees which shall be fixed by the Court
Should Lessor become a party defendant to any litigation concerning
this Lease or any part of the Leased Premises by reason of any act or
omission of the Lessee and not because of any act or omission of the
Lessor, then Lessee shall indemnify, protect, defend and hold Lessor
harmless from all liability by reason thereof and shall pay to Lessor all
reasonable attorneys' fees and costs incurred by Lessor in such litigation.
In addition, Lessee shall reimburse Lessor for any Attorneys' fees or
costs reasonably incurred by Lessor, whether or not suit be instituted,
with respect to any default of Lessee under the terms of this Lease
26. Holding Over.
Should the Lessee hold over the term hereby created with or without
consent of the Lessor, the term of this Lease shall be extended, at
Lessor's option on a month to month basis, at twice the rent paid in the
last year of the term, including Percentage Rent and adjustments,
hereinabove provided, and otherwise upon the covenants and conditions in
this Lease contained, until either party hereto serves upon the other
thirty (30) days written notice of termination, reciting therein the
effective date of cancellation.
27. Sale by Lessor.
In the event of a sale or conveyance by the Lessor of the Leased
Premises, upon the execution of a written assumption by the purchaser of
Lessor's obligations under this Lease, the same shall operate to release
the Lessor from any liability arising thereafter out of any of the
covenants or conditions, expressed or implied, herein contained in favor of
the Lessee, and in such event the agrees to look solely to the
responsibility of the successor in interest of the Lessor in and to this
Lease. If any security given by Lease to secure the faithful performance
of all or any of the covenants of this Lease on part of the Lessee, Lessor
may transfer and/or deliver the security, as such, to the purchaser, and
upon proper written notice to the Lessee, as provided by law, Lessor shall
be discharged from any liability arising thereafter in reference thereto.
28. Damage or Destruction.
In the event of damage or destruction of the Leased Premises from an
insured casualty, Lessor shall forthwith and with all due diligence repair
the same and restore the Lease Premises to substantially the same condition
in which they existed prior to such damage or destruction, at Lessor's cost
and expense, and such damage or destruction shall in no way annul or void
this Lease. Anything in this Paragraph to the contrary notwithstanding, if
any such damage or destruction to the Leased Premises is not covered by
insurance or cannot be repaired and the Leased Premises restored in the
manner hereinabove set forth within one hundred eighty (180) days after the
permits to repair such damage or destruction have been obtained, then this
Lease may be terminated by the Lessor by notice in writing to the Lessee
within sixty (60) days after such damage and destruction, and following
such notice this Lease shall be null and void and of no force and effect
and the parties shall be relieved of all further liability hereunder. If
this Lease is not thereby terminated, Lessor shall repair such damage and
destruction and restore the Leased Premises in the manner hereinabove set
forth. If the damage or destruction is caused by a casualty covered by
insurance, the proceeds of the insurance provided in Paragraph 21 shall be
used and paid to Lessor for such repair or reconstruction and both parties
shall execute such documents as may be necessary to effect such payment.
Rent payments shall continue while the Leased Premises are being replaced
or restored for resumption of business operations.
In the event that destruction occurs and the destruction amounts to
more than one-third of the then replacement value of the Shopping Center,
then either party by written notice given to the other within fifteen (15)
days after the destruction occurs may elect to terminate this Lease
forthwith.
In the event that this Lease is terminated under provisions of the
above Paragraph the entire proceeds of the insurance but not including any
awards attributable to the loss of any trade fixtures or personal property
of Lessee, shall belong to Lessor. Both parties shall execute such
documents as the insurance company may require.
29. Condemnation.
If title to all of the Premises is taken for any public or quasi-pubic
use under any statue, or by right of eminent domain, or by private purchase
in lieu of eminent domain, or if title to so much of the Leased Premises is
so taken that a reasonable amount of reconstruction of the Leased Premises
will not result in the Leased Premises being a practical improvement and
reasonably suitable for Lesse's continued occupancy for the uses and
purposes for which the Leased Premises are leased, then, in either event,
this Lease shall terminate on the date that possession of the Leased
Premises, or part of the Leased Premises, is taken.
If any part of the Leased Premises shall be so taken and the remaining
part of the Leased Premises. (after reconstruction of the then existing
building in which the Leased Premises are located) is reasonably suitable
for Lessee's continued occupancy for the purposes and uses for which the
Leased Premises are leased, this Lease shall, as to the part so taken,
terminate as of the date that possession of such part is taken, and the
Minimum Monthly Rent shall be reduced in the same proportion that the Gross
Leasable Area of the portion of the Leased Premises so taken (less any
additions to Leased Premises by reconstruction) bears to the original Gross
Leasable Area of the Leased Premises. Lessor shall, at its own cost and
expense, make all necessary repairs or alterations to the building in which
the Leased Premises are located so as to constitute the portion of the
Leased Premises a complete merchandising unit. There shall be no abatement
of Rent during such restoration except to the extent otherwise provided in
this Paragraph.
All compensation awarded or paid upon a total or partial taking of the
fee title of the Leased Premises shall belong to the Lessor, whether such
compensation be awarded or paid as compensation for diminution in value of
the leasehold or of the fee, Lessee not being entitled to any award for the
value of this Lease; provided, however, that Lessor shall not be entitled
to any award made to Lessee for depreciation to and cost of removal of
stock and fixtures, from the entire award, Lessee shall be entitled to the
value of the appropriation of its trade fixture and any amount included
therein with respect to Lessee's removal or relocation costs or damages to
Lessee's personal property.
30. Default.
In the event of any default under this Lease by Lessee, and such
default, if it be in the payment of Rent or any other default which can be
cured by the payment of money, continues uncured for a period of three (3)
days after written notice thereof from Lessor, or if it be a default in any
of the other provisions of this Lease, and such default continues uncured
for a period of (30) days after written notice thereof from Lessor, then
besides any other rights and remedies of Lessor at law or equity, Lessor
shall have the right either to terminate this Lease or to have this Lease
continue in full force and effect with Lessee at all times having the right
to possession of the Leased Premises.
Lessor shall recover from Lessee an award of damages equal to the sum
of (A) the Worth at the Time of Award of the unpaid Rent which had been
earned at the time of termination, (B) 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 Rent loss
that Lessee affirmatively proves could have been reasonably avoided, (C)
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 the amount of such Rent
loss that Lessee affirmatively proves could be reasonably avoided, (D) any
other amount necessary to compensate Lessor for all the detriment either
proximately caused by Lessee's failure to perform Lessee's obligations
under this Lease or which in the ordinary course of things would be likely
to result therefrom, and (E) all such other amounts in addition to or in
lieu of the foregoing as may be permitted from time to time under
applicable law.
For purposes of this Section, "Worth at the Time Award" shall be
computed by allowing interest at the highest contract rate permissible
under the laws of California or at such other rate as may be specifically
prescribed by statue and by using as the annual Rent reserved hereunder the
annual Rent plus the aggregate amount of any other Rent, charges and
payments paid or payable by Lessee hereunder for the twelve (12) month
period prior to the Lessee's default including, without limitation, all
amounts payable for taxes, insurance, and other common area and Operating
Costs.
Should Lessor, following any breach or default of this Lease by
Lessee, elect to keep this Lease in full force and effect with Lessee
retaining the right to on possession of the Leased Premises
(notwithstanding the fact that Lessee may have abandoned the Leased
Premises), then besides all other rights and remedies Lessor may have at
law or equity, Lessor shall have the right to enforce all of Lessor's
rights and remedies under this Lease, including, but not limited to,
Lessor's right to recover the Rent as it becomes due under this Lease.
Nothing herein shall prevent Lessor from pursuing any and all other
remedies it may have upon Lessee's default including but not limited to its
statutory unlawful detainer remedy.
Lessor shall have the right, in addition to its other remedies and
means of redress provided by this Lease and by law, to obtain specific
performance of any and all covenants or obligations of Lessee to be kept
and performed under this Lease.
Lessee hereby waiver any and all rights conferred by Section 3275 of
the Civil Code of California and by Sections 1174(c) and 1179 of the Code
of Civil Procedure of California and any and all other laws and rules of
law from time to time in effect during the Lease Term providing that Lessee
shall have any right to redeem, reinstate this Lease following its
termination by reason of Lessee's breach.
Lessor hereby Lessee hereto waive trial by jury in any action or
proceeding arising out of or relating to this Lease and the right to file
therein any cross-complaints, counterclaims against the other, other than
those which may be compulsory.
All remedies herein conferred shall be deemed cumulative and no one
exclusive of the other or of any other remedy conferred by law.
31. Waiver.
No covenant or condition of this Lease can be waived except by the
written consent of the Lessor or Lessee as appropriate, and forbearance or
indulgence by Lessor or Lessee in any regard whatsoever shall not
constitute a waiver of the covenant or condition to be performed by the
Lessee or Lessor to which the same may apply, and, until complete
performance by the Lessee or Lessor of said covenant or condition, the
Lessor or Lessee shall be entitled to any invoke any remedy available unto
it under this Lease or by law, despite said forbearance or indulgence. The
subsequent acceptance of Rent hereunder by Lessor shall not be deemed to be
a waiver of any preceding breach by Lessee of any term, covenant or
condition of this Lease, other than the failure of Lessee to pay the
particular Rent so accepted, regardless of Lessor's knowledge of such
proceeding breach at the time of acceptance of such Rent.
32. No Personal Liability of Lessor's Shareholders, et al.
Lessor, is a California unincorporated association doing business as a
real-estate investment trust. The trustees, officers, agents and employees
of Lessor have no power to bind its shareholders personally, and no
obligation of Lessor shall be binding personally upon its shareholders,
trustees, officers, agents, or employees. All persons dealing with Lessor,
its trustees, officers, agents, employees or representatives shall look
solely to Lessor's property for satisfaction of claims of any nature
arising in connection with the affairs of Lessor.
33. Successors and Assigns.
This Lease shall inure to the benefit of and be binding upon the
heirs, executors, administrators, successors and assigns of the respective
parties hereto, always providing that nothing in this Paragraph contained
shall impair any of the provisions hereinabove set forth inhibiting
assignment without the written consent of the Lessor.
34. Notice
Any notice, statement, demand, request, consent, approval,
authorization or designation required hereunder to be served upon either of
the parties hereto shall be sufficiently served upon the other party by
personal delivery or forty eight (48) hours after mailing the same,
registered or certified mail, return receipt requested, postage prepaid, or
Federal Express, addressed as set forth in Paragraph M, of the Basic Lease
Provisions, in the instance of Lessor, and to the Leased Premises in the
instance of the Lessee, or to such other address as may from time to time
be furnished in writing by Lessor to Lessee or by Lessee to Lessor or which
may be set forth in the Basic Lease Provisions.
35. Competition.
Lessee, or any individual, firm or corporation that controls Lessee or
is controlled by Lessee, shall not own, operate, or become financially
interested in a business similar to the one conducted on the Leased
Premises within five (5) miles in any direction from the Leased Premises,
the mileage measured on a straight-line basis on a map, not following
contours of the land and streets.
If Lessee defaults in performance under this Paragraph, Lessor can
elect to include the gross sales from such other business in the gross
sales made from or upon the Leased Premises for the purpose of computing
any Percentage Rent payable under this Lease.
36. Rent Control
The Rent and other terms of this Lease are the result of extensive
negotiations between Lessor and Lessee, both of whom have professional real
estate advice, and represent what both Lessor and Lessee have agreed are
fair and reasonable for similar properties in the area. In the event any
governmental body or agency should enact any regulation, ordinance or law
which would reduce the Rent herein provided and the Lessee upon the
enactment or at any time thereafter seeks to avail itself of the benefits
of such regulation, ordinance or law, then the Lessor may upon thirty (30)
days written notice to Lessee terminate this Lease and take possession of
the Leased Premises for Lessor's use or such other use as Lessor may wish
to make of the property. Nothing herein however shall require Lessee to
violate any statute or regulation which will subject Lessee to a fine or
penalty.
37. Quiet Enjoyment.
Lessor covenants and warrants that upon Lessee's paying the Rent and
observing and performing all of the terms, covenants and conditions to be
observed and performed by hereunder, Lessee may peaceably and quietly enjoy
the Leased Premises.
38. Signs, Auctions, Window.
Lessor covenants not place, construct or maintain on the glass panes
or supports of the windows of the Leased Premises, the doors, or the
exterior walls or roof of the building in which the Leased Premises are
located or any portion of the common and parking areas or any improvements
located thereon, or on any other area of the Shopping Center or on any
interior portion of the Leased Premises that may be visible from the
exterior of the Leased Premises, any signs, (including, but not limited to,
going out of business signs), advertisements, name, insignias, trademarks,
descriptive material or any other similar item, which does not otherwise
comply with Exhibit D, without Lessor's prior written consent issued
subjected to Lessor's sole discretion. All exterior signs installed by or
at the of expense of the Lessee shall be subject to Lessor's prior written
approval and shall comply with Exhibit D attached hereto. Lessee shall not,
without Lessor's prior written consent, place, construct or maintain on the
Leased Premises any advertising media including, but not limited to, search
lights, flashing lights, loud speakers, phonographs or other similar visual
or audio media. Lessee shall not without Lessor's prior written consent
solicit business in, on or about the common and parking areas or display or
sell merchandise outside the Leased Premises or permit to be conducted any
sale by auction in, on or about the Leased Premises, whether said action be
voluntary or involuntary, pursuant to any assignment, for the benefit of
creditors or pursuant to any bankruptcy other insolvency proceedings.
Lessee shall not place, construct, install or maintain any covering on the
inside or outside of the windows of the Leased Premises, without Lessor's
prior written consent.
39. Covenant of Continuous Operation.
Lessee shall continuously and uninterruptedly use the Leased Premises
for the uses specified in this Lease at least eight (8) hours per day every
day excepting Federal holidays. Further the Lessee shall maintain adequate
inventory and have an adequate number of personnel operating the Leased
Premises at all times to service and supply the requirements of Lessee's
customers and keep its Leased Premises in a neat, clean and orderly
condition. Lessee shall not lower the quality of its merchandise or change
the quality of its operations without Lessor's written consent. Lessee
shall employ its best efforts to operate its business on the Leased
Premises so as to produce maximum Gross Sales. For the purpose of
computing Percentage Rent, the Gross Sales for any period during which does
not conduct its business as required by this Paragraph and/or any other
provision in this Lease shall be deemed to be the greater of the Gross
Sales generated on the Leased Premises during that period, or the Gross
Sales generate during the corresponding period of the lease year in which
Lessee's highest Gross Sales were generated. If the Leased Premises are
destroyed or partially condemned and this Lease remains in full force and
effect, Lessee shall continue operation of its business at the Leased
Premises to the extent reasonably practical from the standpoint of good
business judgment during any period of reconstruction. Lessee shall not
use all or any portion of the Leased Premises for office, clerical, and
other non-selling purposes.
40. Security Deposit
As set forth in Paragraph J of the Basic Lease Provision, Lessee shall
pay a "Security Deposit" which will be held by the lessor to secure
performance under this Lease.
The Security Deposit shall not be mortgage, assigned, transferred or
encumbered by Lessee and any such act on the part of Lessee shall be
without force and effect and shall not be binding upon Lessor.
If any Rent or other sums due hereunder shall be overdue and unpaid or
should Lessor make payments on behalf of the Lessee or should Lessee fail
to perform any of the terms of this Lease, then Lessor may at its option
and without prejudice to any other remedy which Lessor may have, on account
thereof, appropriate and apply said Security Deposit or so much thereof as
may be necessary to compensate Lessor toward the payment of Rent or other
sums due Lessor or for the loss or damage sustained by Lessor due to such
breach on the part of Lease; Lessee shall within ten (10) days of demand
therefore restore said Security Deposit to the original sum deposited. In
the event Lessee fails to occupy the Leased Premises in accordance with the
terms of this Lease, Lessor's remedies shall include, without limitation
thereto, retention of all sums deposited herewith or otherwise paid
pursuant to this Lease. Further, the Lessor may apply the Security Deposit
to repair damages to the Leased Premises caused by the Lessee or to clean
the Leased Premises upon termination of this Lease. The Security Deposit
shall not bear interest nor shall Lessor be required to keep such sum
separate from its general funds. Should Lessee comply with all of said
terms and promptly pay all Rent and all other sums payable by Lessee when
due to Lessor, said Security Deposit shall be returned in full to Lessee,
(or, at Lessor's option, to the last assignee of Lessee's interest
hereunder) at the expiration of the term of this Lease.
In the event of bankruptcy or other debtor-creditor proceedings
against Lessee, such Security Deposit shall be deemed to be applied first
to the payment of Rent and other sums due Lessor for all periods prior to
the filing of such proceedings.
41. Late Charges.
Lessee hereby acknowledges that late payment by Lessee to Lessor of
Rent or other sums due hereunder shall cause Lessor to incur costs not
contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges. Accordingly, if any installment of Rent
or any other sums due from Lessee shall not be received by Lessor or
Lessor's assignee within six (6) days after the date due, then Lessee shall
pay to Lessor a late charge equal to ten (10%) percent of such overdue
amount plus any attorney's fees incurred by Lessor by reason of Lessee's
failure to pay Rent and/or other sums when due hereunder. Any payment
postmarked by the 5th of the month shall be presumed to be mailed in a
timely manner. The parties hereby agree that such late charge represents a
fair and reasonable estimate of the cost that Lessor will incur by reason
of the late payment by Lessee. Acceptance of such late charges by the
Lessor shall in no event constitute a waiver of Lessee's default with
respect to such overdue amounts, nor prevent Lessor from exercising any of
the other rights and remedies granted hereunder.
42. Environmental Matters
(a) Lessee's Covenants Regarding Hazardous Materials.
(1) Compliance with Environmental Laws. Lessee shall at its
sole cost and expense, at all times and in all comply with all federal,
state, local or regional laws, regulations ordinances or guidelines,
"Hazardous Materials Laws" concerning the management, use, handling,
generation, storage, transportation, presence, discharge or disposal of any
oil, petroleum products, carcinogens, reproductive toxins, flammable or
explosive materials, asbestos, pollutants, contaminants, urea formaldehyde,
Freon, or other radioactive, hazardous, toxic, or infectious wastes,
materials or substances, "Hazardous Materials". Lessee agrees not to
treat, dispose, release, handle, store, generate or install any Hazardous
Materials in or about the Leased Premises without Lessor's prior written
consent, issued subject to Lessor's sole discretion. Lessor may withdraw
its consent to such activities or the presence of any Hazardous Materials
at any time for any reason. Upon Lessor's withdrawal of consent to such
activities, Lessee shall remove those Hazardous Materials from and/or cease
those activities on the Leased Premises as are no longer permitted.
Lessor's refusal to consent or withdrawal of consent to activities
involving Hazardous shall not limit or affect any of Lessee's obligations
under this Lease. Lessee shall provide to Lessor upon execution of this
Lease a list of any Hazardous Materials which will be present at the Leased
Premises and copies of any and all Material Safety Data Sheets associated
therewith. Lessee shall update said list on a regular basis if any changes
occur in the types or amounts of such Hazardous Materials. Lessor shall
have the right to enter the Leased Premises from time to time to conduct
tests, inspections and surveys concerning Hazardous Materials and to
monitor Lessee's compliance with its obligations concerning Hazardous
Materials and Hazardous Materials Laws. Lessee is hereby advised that
there are certain notice requirements under Proposition 65, which may be
applicable to Lessee and Lessee should consult its counsel with respect to
its responsibilities therefor.
(2) Hazardous Materials Handling. Lessee shall at its own
expense procure, maintain in effect and comply with all conditions of any
and all permits, licenses and other governmental and regulatory approvals
required for Lessee's use of the Leased Premises. Lessee shall cause any
and all Hazardous Materials to be taken away or removed from the Leased
Premises and to be removed and transported solely by duly licensed haulers
to duly licensed facilities for final disposal of such materials and
wastes, and shall deliver to Lessor copies of any Uniform Hazardous Waste
Manifests associated with such disposal. Prior to expiration or earlier
termination of this Lease, Lessee shall cause all Hazardous Materials to be
removed from the Leased Premises and transported for use, storage or
disposal in accordance and in compliance with all applicable Hazardous
Materials Laws. Lessee shall not take any remedial action in response to
the presence of any Hazardous Materials in or about the Leased Premises,
nor enter into any settlement agreement; consent decree or other compromise
in respect to any claims relating to any Hazardous Materials or Hazardous
Materials Laws in any way connect with the Leased Premises, without first
notifying Lessor of Lessee's intention to do so and affording Lessor ample
opportunity to appear, intervene or otherwise appropriately assert and
protect Lessor's interest with respect thereto.
(3) Notices. Lessee shall immediately notify Lessor in writing
of: (i) any release or suspected release of Hazardous materials on, in,
under, about, from or around the Leased Premises, whether caused by Lessee
or any other person; (ii) any remedial or mitigation action Lessee
institutes or proposes with respect to any Hazardous Materials in any
Hazardous Materials in any way connected with the Leased Premises; (iii)
any enforcement, cleanup, removal, remedial or other governmental or
regulatory action instituted, completed or threatened pursuant to any
Hazardous Materials Laws; (iv) any claims made or threatened by any person
against Lessee, of the Leased Premises relating to damage, contribution,
cost recovery compensation, loss or injury resulting from or claimed to
result from any Hazardous Materials; and (v) any reports made to or by any
governmental agency or any lender arising out of or in connection with any
Hazardous Materials in or removed from the Leased Premises, including any
citizen's or agency complaints, notices, warnings or asserted violations in
connection therewith and any reports made by any environmental consultants
which pertain to the Leased Premises or the Property on which it is
located. Lessee shall also supply to Lessor as promptly as possible, and
in any event within five (5) business days after Lessee first receives or
sends the same, copies of all claims, reports, complaints, notices,
warnings or asserted violations relating in any way to the use or presence
of Hazardous Material on the Leased Premises.
(b) Indemnification of Lessor. Lessee shall indemnify, defend (by
counsel reasonably acceptable to Lessor), protect and hold Lessor, and each
of Lessor's trustee, shareholders, officers, employees, agents, attorneys,
successors and assigns, free and harmless from and against any and all
claims, liabilities, penalties, forfeitures, losses or expenses (including
attorneys' fees) for death of or injury to any person or damage to any
property whatsoever, arising from or caused in whole or in part, directly
or indirectly, by Lessee or its employees, agents, assignees, contractors,
subcontractors or others acting for or on behalf of Lessee (whether or not
their acts or omissions are negligent, intentional willful or unlawful) and
related to (A) the presence in, on, or, under, around or about the Leased
Premises or the discharge or release in or from the Leased Premises of any
Hazardous Materials due to the use, analysis, storage, transportation,
disposal, release, threatened release, discharge or generation of Hazardous
Materials to, in, on, under, around, about or from the Leased Premises, or
(ii) Lessee's failure to comply with any Hazardous Materials Laws. Lessee's
obligations hereunder shall include, without limitation, and whether
foreseeable or unforeseeable, all costs of any required or necessary
repair, cleanup or detoxification or decontamination of the Leased
Premises, and the preparation and implementation of any closure remedial
action or other required plans in connection therewith. Said obligations
shall survive the expiration or earlier termination of the term of this
Lease.
(c) Additional Insurance or Financial Capacity. If at any time it
reasonably appears to Lessor that Lessee is not maintaining sufficient
insurance or other means of financial capacity to enable Lessee to fulfill
its obligations to Lessor hereunder, regarding environmental matters,
whether or not then accrued, liquidated, conditional or contingent, Lessee
shall procure and thereafter maintain in full force and effect such
insurance or other form of financial assurance, with or from companies or
persons and in forms reasonably acceptable to Lessor, as Lessor may from
time to time reasonably request.
43. Merchants Association/Marketing Fund.
Lessee shall join and thereafter maintain, until the termination of
this Lease, membership in a nonprofit "Merchants Association" composed of
a majority of the occupants of the Shopping Center Bylaws of the Merchants'
Association shall be originally adopted by a majority vote of the members
of the Merchants' Association. Each member of the Merchants' Association
and Lessor shall have one (1) vote.
Such membership shall include the obligation of Lessee to pay
assessments, as determined by said Merchants' Association, and subject to
annual increases as determined by a majority vote of the Merchants'
Association, to cover the expense of all advertising and other activities
carried on by such Merchants' Association for the mutual benefit of its
members.
Lessee shall also pay to the Association on demand an initial
assessment, such sum shall be used for the purpose of defraying the
promotional expenses to be incurred by the Merchants' Association in
connection with Lessee's initial opening in the Shopping Center. Any
portion of such initial assessment not actually expended in connection with
such initial opening shall be retained by the Merchants' Association.
The provisions of this Lease shall prevail over any conflicting
provisions which may be contained in the articles, bylaws or regulations of
the Merchants' Association, and shall be deemed to be covenants for the
benefit of Lessor and said Merchants' Association and shall be enforceable
by each of them.
Should Lessor so elect, these provisions regarding a Merchants'
Association shall be replaced with the following provisions establishing a
"Marketing Fund" which will provide for monthly payments to the Lessor to
maintain a fund for promotion and marketing of the Shopping Center.
Lessor may establish a Marketing Fund for the Shopping Center.
Concurrently with each payment of Minimum Monthly Rent, as set forth in
Paragraph H of the Basic Lease Provisions, Lessee shall pay to Lessor a
"Monthly Marketing Charge", as set forth in Paragraph K of the Basic Lease
Provisions, prorated for any partial month of the term of this Lease.
Lessee hereby acknowledges that Lessor may not send monthly statements as a
condition to Lessee paying Monthly Marketing Charge due under this Lease.
Such Monthly Marketing Charge shall serve as Lessee's contribution towards
the Shopping Center's advertising, promotion and public relations,
including the administrative costs related thereto.
The Monthly Marketing Charge shall be increased by ten (10%) percent
every three (3) years. Lessee hereby agrees to pay such increase upon
notice from Lessor
Lessee further agrees to advertise Lessee's business operated from the
Leased Premises in any special publications sponsored by Lessor for
advertising by the Shopping Center Lessees at least twice during each lease
year.
Lessor shall maintain books and records of all contributions to and
expenditures from the Marketing Fund. Lessor may elect to contribute
special advertising or promotional items as well as all or part of the
services of a marketing director and staff and their respective offices,
compensation and expenses as a part of Lessor's contribution. Lessor shall
have the sole right and exclusive authority to hire, control, supervise and
discharge the marketing director and staff.
44. Lessor and Lessee.
The words "Lessor" and "Lessee" as used herein shall include the
plural as well as the singular, and the neuter shall include the masculine
and feminine genders, and if there be more than one lessee, the obligations
hereunder imposed upon the Lessee shall be joint and several.
45. Relationship of the Parties.
The relationship of the parties hereto is that of Lessor and Lessee,
and it is expressly understood and agreed that Lessor does not in any way
nor for any purpose become a partner of Lessee or joint venturer with
Lessee in the conduct of Lessee's business or otherwise, and that the
provisions of any agreement Lessor and Lessee, relating to Rent, are made
solely for the purpose of providing a method whereby the Rent payments are
to be measured and ascertained.
46. Severability.
If any term or provision of this Lease shall, to any extent, be
determined by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of this Lease shall not be affected thereby,
and each term and provision of this Lease shall be valid and enforceable to
the fullest extent permitted by law; it is the intention of Lessor and
Lessee hereto that if any provision of this Lease is capable of two
constructions, one of which would render the provision void and the other
of which would render the provision valid, then the provision shall have
the meaning which renders it valid.
47. Quitclaim.
Where requested by the Lessor, at the expiration or earlier
termination of this Lease, Lessee shall execute acknowledge and deliver to
Lessor, within five (5) days after written request from Lessor to Lessee,
any quitclaim deed or other document required by any reputable title
company to remove the cloud of this Lease from the real property subject to
this Lease.
48. Other Payments to be Construed as Rent.
Failure of Lessee to pay taxes, insurance premiums, or any other
obligations of the Lessee under the terms of this Lease which can be
satisfied by the payment of money by the Lessee shall be deemed to be Rent
and shall carry the same consequences as failure to pay any installment of
Rent.
49. Headings and Utilities.
The marginal headings or titles to the paragraphs of this Lease are
not part of this Lease and shall have no effect upon the construction or
interpretation of any part of this Lease, but are intended for the
convenience of the parties only.
50. Conditions.
It is agreed between the parties hereto that all the agreements herein
contained on the part of the Lessee, whether technically covenants or
conditions, shall be deemed to be conditions at the option of the Lessor,
conferring upon the Lessor, in the event of breach of any of said
agreements, the right to terminate this Lease.
51. Jurisdiction.
Lessee hereby consents and agrees that the courts of the City, County
and State as set forth Paragraph E, of the Basic Lease Provisions, shall
have jurisdiction over its person in actions arising under or relating to
this Lessee, and Lessee agrees that any action brought by it arising out of
or relating to this Lease shall be filed in said County. Lessor and Lessee
agree that said City and County shall for all purposes be considered the
place in which this Lease was entered into, notwithstanding the order in
which, or the location or locations at which, it may have been executed or
delivered.
52. Time
Time is of the essence of this Lease and each and all of its
provisions.
53. Corporate Authority.
If Lessee is a corporation, Lessee shall deliver to Lessor on
execution of this Lease a certified copy of a resolution of its board of
directors authorizing the execution of this Lease and naming the officers
that are authorized to execute this Lease on behalf of the corporation.
54. Entire Agreement.
This instrument along with any exhibits and attachments hereto
constitutes the entire agreement between Lessor and Lessee relative to the
Leased Premises. Except as contained herein, no person purporting to hold
the authority to bind Lessor to any statement, covenant, warranty, or
representation shall be deemed to have such authority and Lessee agrees
that it is not reasonable for Lessee to have assumed that any person had or
has such authority. This agreement and the exhibits and attachments may be
altered amended, or revoked only by an instrument in writing signed by both
Lessor and Lessee. Lessor and Lessee agree hereby that all prior or
contemporaneous oral agreements between and among themselves and their
agents, including any leasing agent or lender, and representatives relative
to the leasing of the Premises are merged in or revoked by this agreement
55. No Reservation of Premises.
Submission of this Lease shall not be deemed to be a reservation of
the Leased Premises. This Lease is subject to the review and mutual
acceptance of the final terms, conditions and related documents by Lessor.
Lessor shall not be bound hereby until Lessor delivers to Lessee an
executed copy of this Lease for the Leased Premises signed by Lessor,
having already been signed by Lessee. Lessor reserves the right to exhibit
and lease the Leased Premises to other prospective Lessees until such time
as the delivery to of this executed Lease.
IN WITNESS WHEREOF, the parties hereto have executed this Lease the
day and year first above written.
LESSOR:
Western Investment Real Estate Trust, a
California unincorporated association doing
business as a real estate investment trust
Date: June 6, 1995 By: /s/
Its: Vice President, Legal
By: /s/
Its:
Pinecreek Shopping Center Associates, a
California limited partnership
By: Connolly Development Inc., General
Partner
By: /s/
Its: President
LESSEE:
Truckee River Bank, a California corporation,
doing business as Truckee River Bank
Date: 5/16/95 By: /s/ Martin Sorensen
Its: Pres/CEO
By:
Its:
FIRST ADDENDUM TO LEASE
THIS FIRST ADDENDUM TO LEASE, is made and entered into this 17th day
of April 1995, by and between Western Investment Real Estate Trust, a
California unincorporated association doing business as a real estate
investment trust, and Pinecreek Shopping Center Association, a California
limited partnership, as "Lessor", and Truckee River Bank, a California
corporation, as "Lessee", collectively referred to as the "Parties".
WHEREAS, the Parties are bound by a lease agreement dated April 17,
1995, for those certain premises at the Pine Creek Shopping Center, the
"Shopping Center", located at 736 Taylorville Road, Suite D, in the City of
Grass Valley, County of Nevada., and State of California, the "Leased
Premises".
NOW THEREFORE, Lessee and Lessor hereby agree to the addition of
certain paragraph(s) to the Lease and the amendment and modification of
certain paragraphs of the Lease as follows:
FIRST OPTION TO EXTEND TERM
1. Lessee shall have the right to extend the initial term of this Lease
for a period of five (5) years upon the same terms and conditions as stated
in this Lease, except for Minimum Monthly Rent and except as set forth in
this First Option to Extend Term, the "First Option". Lessee may exercise
this right by written notification to Lessor not less than one hundred and
eighty (180) days prior to the expiration of the initial term of this Lease
provided that Lessee is not in default under the Lease at the time of the
exercise of the First Option or commencement of the First Option.
a. Lessee has not been in default beyond any cure period of any of
the provisions of this Lease during the initial term of this Lease; and
b. The First Option granted in this First Option to Extend Term is
personal to the original Lessee executing this Lease, and notwithstanding
anything to the contrary contained in this Lease, the First Option and the
rights contained in this First Option to Extend Term are not assignable or
transferable by such original Lessee; and
c. Lessee's net worth at the time of exercising this First Option,
as determined in accordance with generally accepted accounting principles,
is no less than Lessee's net worth at the Lease Commencement Date; and
d. Lessee is operating in the Leased Premises in a manner consistent
with the Shopping Center.
e. During the last twelve (12) months of the Lease Term immediately
preceding the date on which Lessee notifies Lessor of its intent to
exercise this First Option, Lessee shall have been obligated to pay and
shall have paid Lessor Percentage Rent in accordance with subsection (b) of
Paragraph 3 Rent.
2. Lessor grants the rights contained herein to Lessee in consideration
of Lessee's strict compliance with the provisions hereof, including,
without limitation, the manner of exercise of this First Option.
3. The Minimum Monthly Rent and escalations thereto during this First
Option, if exercised, shall be mutually agreed upon between Lessee and
Lessor prior to the thirtieth (30) day following the exercise of this First
Option, as hereinabove stated, at fair market rate which shall be the then
comparable rental rate for similar quality and location premises as
determined by Lessor. However, in no event shall the Minimum Monthly Rent,
payable during the term of this First Option, be less than the Minimum
Monthly Rent payable during the last year of the initial term of this
Lease, and the escalations shall in no event be less than five (5%) percent
annually. Upon failure of the parties to mutually agree upon a Minimum
Monthly Rent for the First Option within such period, each party shall
appoint an appraiser to determine the Minimum Monthly Rent. If either party
fails to select an appraiser, the one appraiser appointed shall set the
Minimum Monthly Rent within sixty (60) days. If the two appointed
appraisers cannot agree on the Minimum Monthly Rent, the two appraisers
shall appoint a third appraiser and the three appraisers shall set the
Minimum Monthly Rent within sixty (60) days. Agreement by any two
appraisers shall bind the parties as to the agreed fair market Minimum
Monthly Rent. If no two appraisers agree, the Minimum Monthly Rent shall
then be the average of the three appraisers' rent figures. Lessor and
Lessee shall each bear the cost of the appraiser they selected and one-half
of the cost of the third appraiser.
4. The Security Deposit, if any; shall be adjusted to the amount which is
the next higher five hundred ($500.00) dollar increment above one month's
Minimum Monthly Rent for the last year of the initial term of this Lease.
This amount shall be paid concurrently with the first Minimum Monthly Rent
payment of this First Option.
SECOND ADDENDUM TO LEASE
THIS SECOND ADDENDUM TO LEASE, is made and entered into this 17th day
of April 1995, by and between Western Investment Real Estate Trust, a
California unincorporated association doing business as a real estate
investment trust, and Pinecreek Shopping Center Association, a California
limited partnership, as "Lessor", and Truckee River Bank, a California
corporation, as "Lessee", collectively referred to as the "Parties"
WHEREAS, the Parties are bound by a lease agreement and dated April
17, 1995, for those certain premises at the Pine Creek Shopping Center, the
"Shopping Center", located at 736 Taylorville Road, Suite D, in the City of
Grass Valley, County of Nevada, and State of California, the "Leased
Premises".
NOW THEREFORE, Lessee and Lessor hereby agree to the addition of
certain paragraph(s) to the Lease and the amendment and modification of
certain paragraphs of the Lease as follows:
SECOND OPTION TO EXTEND TERM
1. Lessee shall have the right to extend the term of this Lease for an
additional period of five (5) upon the same terms and conditions as stated
in this Lease, except for Minimum Monthly Rent and except as set forth in
this Second Option to Extend Term, the "Second Option". Lessee may
exercise this right by written notification to Lessor not less than one
hundred and eighty (180) days prior to the expiration of the term of the
First Option to Extend Term as set forth in the First Addendum to Lease, of
this Lease provided that:
a. Lessee has not been in default beyond any cure period of any of
the provisions of this Lease during the initial term and the term of the
First Option; and
b. The Second Option granted in this Second Option to Extend Term is
personal to the original Lessee executing this Lease, and notwithstanding
anything to the contrary contained in this Lease, the Second Option and the
rights contained in this Second Option to Extend Term are not assignable or
transferable by such original Lessee; and
c. Lessee's net worth at the time of exercising this Second Option,
as determined in accordance with generally accepted accounting principles,
is no less than Lessee's net worth at the commencement of the First Option
hereof; and
d. Lessee is operating in the Leased Premises in a manner consistent
with the Shopping Center.
e. During the last twelve (12) months of the Lease Term immediately
preceding the date on which Lessee notifies Lessor of its intent to
exercise this First Option, Lessee shall have been obligated to pay and
shall have paid Lessor Percentage Rent in accordance with subsection (b) of
Paragraph 3 Rent.
2. Lessor grants the rights contained herein to Lessee in consideration
of Lessee's strict compliance with the provisions hereof, including,
without limitation, the manner of exercise of this Second Option.
3. The Minimum Monthly Rent and escalations thereto during this Second
Option, if exercised, shall be mutually agreed upon between Lessee and
Lessor prior to the thirtieth (30th) day following the exercise of this
Second Option, as hereinabove stated, at fair market rate which shall be
the then comparable rental rate for similar quality and location premises
as determined by Lessor. However, in no event shall the Minimum Monthly
Rent, payable during the term of this Second Option, be less than the
Minimum Monthly Rent payable during the last year of the term of the First
Option, and the escalations shall in no event be less than five (5%)
percent annually. Upon failure of the parties to mutual agree upon a
Minimum Monthly Rent for the Second Option within such period, each party
shall appoint an appraiser to determine the Minimum Monthly Rent. If
either party fails to select an appraiser, the one appraiser appointed
shall set the Minimum Monthly Rent within sixty (60) days. If the two
appointed appraisers cannot agree on the Minimum Monthly Rent, the two
appraisers shall appoint a third appraiser and the three appraisers shall
set the Minimum Monthly Rent within sixty (60) days. Agreement by any two
appraisers shall bind the parties as to the agreed fair market Minimum
Monthly Rent. If no two appraisers agree, the Minimum Monthly Rent shall
then be the average of the three appraisers' rent figures. Lessor and
Lessee shall each bear the cost of the appraiser they selected and one-half
of the cost of the third appraiser.
4. The Security Deposit, if any, shall be adjusted to the amount which is
the next higher five hundred dollars and zero cents ($500.00) increment
above one month's Minimum Monthly Rent for the last year of the term of
this Second Option. This amount shall be paid concurrently with the first
rental payment of this Second Option.
THIRD ADDENDUM TO LEASE
THIS THIRD ADDENDUM TO LEASE, is made and entered into this 17th day
of April 1995, by and between Western Investment Real Estate Trust, A
California unincorporated association doing business as a real estate
investment trust, and Pinecreek Shopping Center Association, a California
limited partnership as "Lessor" and Truckee River Bank, a California
corporation, as "Lessee", collectively referred to as the "Parties".
WHEREAS, the Parties are bound by a lease agreement and addendums
dated April 17, 1995, for those certain premises at the Pine Creek Shopping
Center, the "Shopping Center", located at 736 Taylorville Road, Suite D, in
the City of Grass Valley, County of Nevada, and State of California, the
"Leased Premises."
NOW THEREFORE, Lessee and Lessor hereby agree to the addition of
certain paragraph(s) to the Lease and the amendment and modification of
certain paragraphs of the Lease as follows:
THIRD OPTION TO EXTEND TERM
1. Lessee shall have the right to extend the term of this Lease for an
additional period of five (5) years upon the same terms and conditions as
stated in this Lease, except for Minimum Monthly Rent and except as set
forth in this Third Option to Extend Term, the "Third Option". Lessee may
exercise this right by written notification to Lessor not less than one
hundred and eighty (180) days prior to the expiration of the term of the
Second Option to Extend Term as set forth in the Second Addendum to Lease,
of this Lease provided that:
a. Lessee has not been in default beyond any cure period of any
of the provisions of this Lease during the initial term, the term of the
First Option and the term of the Second Option; and
b. The Third Option granted in this Third Option to Extend Term is
personal to the original Lessee executing this Lease, and notwithstanding
anything to the contrary contained in this Lease, the Third Option and the
rights contained in this Third Option to Extend Term are not assignable or
transferable by such original Lessee; and
c. Lessee's net worth at the time of exercising this Third Option,
as determined in accordance with generally accepted accounting principles,
is no less than Lessee's net worth at the commencement of the First Option
hereof, and
d. Lessee is operating in the Leased Premises in a manner consistent
with the Shopping Center.
e. During the last twelve (12) months of the Lease Term immediately
preceding the date on which Lessee notifies Lessor of its intent to
exercise this First Option, Lessee shall have been obligated to pay and
shall have paid Lessor Percentage Rent in accordance with subsection (b) of
Paragraph 3 Rent.
2. Lessor grants the rights contained herein to Lessee in consideration
of Lessee's strict compliance with the provisions hereof, including,
without limitation, the manner of exercise of this Third Option.
3. The Minimum Monthly Rent and escalations thereto during this Third
Option, if exercised, shall be mutually agreed upon between Lessee and
Lessor prior to the thirtieth (30th) day following the exercise of this
Third Option, as hereinabove stated, at fair market rate which shall be the
then comparable rental rate for similar quality and location premises as
determined by Lessor. However, in no event shall the less than the Minimum
Monthly Rent, payable during the term of this Third Option, be less than
the Minimum Monthly Rent payable during the last year of the term of the
First Option, and the escalations shall in no event be less than five (5%)
percent annually. Upon failure of the parties mutually agree upon a
Minimum Monthly Rent for the Third Option within such period, each party
shall appoint an appraiser to determine the Minimum Monthly Rent. If
either party fails to select an appraiser, the one appraiser appointed
shall set the Minimum Monthly Rent within sixty (60) days. If the two
appointed appraisers cannot agree on the Minimum Monthly Rent, the two
appraisers shall appoint a third appraiser and the three appraisers shall
set the Minimum Monthly Rent within sixty (60) days. Agreement by any two
appraisers shall bind the parties as to the agreed fair market Minimum
Monthly Rent. If no two appraisers agree, the Minimum Monthly Rent shall
then be the average of the three appraisers' rent figures. Lessor and
Lessee shall each bear the cost of the appraiser they selected and one-half
of the cost of the third appraiser.
4. The Security Deposit, if any, shall be adjusted to the amount which is
the next higher five hundred dollars and zero cents ($500.00) increment
above one month's Minimum Monthly Rent for the last year of the term of
this Third Option. This amount shall be paid concurrently with the first
rental payment of this Third Option.
5. Lessee shall have no other right to extend the Lease Term beyond this
Third Option.
FOURTH ADDENDUM TO LEASE
THIS FOURTH ADDENDUM TO LEASE is made and entered into this 17th day
of April, 1995 by and between Western Investment Real Estate Trust a
California unincorporated association doing business as a real estate
investment trust, and Pinecreek Shopping Center Associates, a California
limited partnership, as "Lessor", and Truckee River Bank, a California
banking corporation, doing business as Truckee River Bank, as "Lessee",
collectively referred to as the "Parties".
WHEREAS, the Parties are bound by a lease agreement, first addendum to
lease and second addendum to lease and third addendum to lease dated April
17, 1995 , for those certain premises at the Pine Creek Shopping Center,
the "Shopping Center", located at 736 Taylorville Road, Suite D, in the
City of Grass Valley, County of Nevada, and State of California, the
"Leased Premises".
NOW THEREFORE, Lessee and Lessor hereby agree to the addition of
certain paragraph(s) to the Lease and modifications of certain paragraphs
of the Lease as follows:
C. Lessee:
The following is added as the last sentence of Paragraph C Lessee:
Truckee River Bank may amend its name and the Lease shall be
deemed so amended upon notice by Lessee of its new corporate/bank
name.
D. Lessee's Trade Name:
The following is added as the last sentence of Paragraph D. Lessee's
Trade Name:
Truckee River Bank may amend its name and the Lease shall be
deemed so amended upon notice by Lessee of its new corporate/bank
name.
L. Taxes, Insurance, and Common Area Maintenance:
The following sentence is hereby added as the last sentence of
Paragraph L. Taxes, Insurance, and Common Area Maintenance., of Basic
Lease Provisions.:
Initial Taxes, Insurance and Common Area Maintenance expense for
the most current period available is represented by Lessor to be
the aggregate sum of $0.28 per square foot of space leased. Any
increase in said amount shall be based upon proven increases in
taxes, insurance and common area maintenance.
1. Leased Premises and Use.
The words, "and under no other trade name" in the last sentence of
section (a) of Paragraph 1. Leased Premises and Use, located on the
second and third lines are deleted in their entirety:
3. Rent.
Subsections (b) Percentage Rent., is hereby deleted in its entirety.
The words "through 3 (c)," in the first sentence of subsection (d)
Definition of Rent., of
Paragraph 3. Rent., are hereby changed to "and 3 (c)"
5. Possession
The following paragraph is hereby added as the third paragraph of
Paragraph 5. Possession:
Lessee hereby acknowledges and agrees to accept possession of the
Leased Premises in its "As-Is" condition. Lessor acknowledges
that the term "as-is" includes, in good condition, of the
following items of personal property/fixtures: teller line,
vault, vault door, all cabinetry and existing bank equipment.
Lessee shall be responsible for returning said personal
property/fixtures at the conclusion of the Lease, subject to
reasonable wear and tear.
7. Assignment and Subletting.
The second paragraph of subsection (b) Reasonable Consent., of
Paragraph 7. Assignment and Subletting, is hereby deleted in its entirety,
and the following inserted in lieu thereof:
Lessor hereby acknowledges and agrees that Lessee may assign to any
financial institution that intends to merge with Lessee or acquire
substantially all of Lessee's assets, Truckee River Bank's interest as
Lessee in the lease so long as the merging or acquiring adheres to all
the provisions of the Lease, as modified by this Amendment. Still
further, Lessee is granted express authority to sublet a portion of
the Leased Premises for use by any subsidiary, division or affiliate
of Lessee for purposes related to the sale, lease or purchase of
products or services legally offered by a financial institution to
business or consumer customers.
Subsection (e) Transfer of Ownership., of Paragraph 7. Assignment and
Subletting, is hereby deleted in its entirety.
10. Prohibited Uses.
The second sentence of Paragraph 10 Prohibited Uses., starting with
the words, "Lessee shall not use" and ending with the words, "with then
granted or existing exclusives" located on lines eleven through thirteen is
hereby deleted in its entirety.
The last sentence of Paragraph 10 Prohibited Uses., starting with the
words, "If applicable and if requested by Lessor" and ending with the
words, "as Lessor may deem necessary" located on lines page eleven on lines
six through nine is hereby deleted in its entirety.
The following paragraph is hereby added as the second paragraph of
Paragraph 10. Prohibited Uses:
Without limiting nor broadening the foregoing, Lessor hereby
acknowledges and agrees that Lessee's use of the Leased Premises in
accordance with Paragraph F of the Basic Lease Provisions, shall not
be a violation, as set forth in this Paragraph 10, Prohibited Uses.
11. Alterations.
The last sentence of Paragraph 11. Alterations., starting with the
words, "The right of the Lessee to remove such equipment" and ending with
the words, "repair any damages to the Leased Premises caused by such
removal" is hereby deleted in its entirety and the following inserted in
lieu thereof:
From time to time Lessee may repair, replace, substitute and remove
its Lessee's furniture, equipment, fixtures, and machinery so long as
Lessee repairs any and all damage caused by said removal to the Leased
Premises.
14. Maintenance and Repair.
The word "replacement" in the first sentence of the first paragraph of
Paragraph 14. Maintenance and Repair., located on the fourth line is
hereby deleted in its entirety.
The word "replacement" in the sixth sentence of the first paragraph of
Paragraph 14.
Maintenance and Repair., located on the fifteenth line is hereby
deleted in its entirety.
The word "replace" in the first sentence of the last paragraph of
Paragraph 14. Maintenance and Repair., located on the second line is
hereby deleted in its entirety.
The following paragraph is hereby added as the last paragraphs of
Paragraph 14. Maintenance and Repair:
Lessor warrants the condition of all items described in this
paragraph for a period of six (6) months from the effective date
of the Lease to be in a clean and sanitary condition and in
proper repair and current maintenance. Should any system or item
not be in such condition during that six (6) month period, Lessor
shall repair same at Lessor's sole cost and expense. Except for
reasonable costs of maintenance and repair, Lessor does not deem
Lessee to be responsible for the cost arising from the failure of
major structural system(s), including but not limited to, floors,
walls, ceilings, the roof, water distribution or sewer systems,
electrical systems or natural gas systems.
18. Lessor's Right to Relocate the Leased Premises.
Paragraph 18. Lessor's Right to Relocate the Leased Premises., is
hereby deleted in its entirety.
19. Entry by Lessor.
The following is hereby added after the words "during the last ninety
(90) days of the term hereby created" in the first sentence of Paragraph
19. Entry by Lessor., located on the last line:
including options to renew.
The following is hereby added as the second sentence of Paragraph 19.
Entry by Lessor:
Lessor shall notify Lessee before entry into the leased Premises
so that Lessee may take reasonable steps to deactivate or disable
internal alarms and security measures. Lessor understands that
inspection of certain areas of the Leased Premises may have to be
in the presence of an officer of Lessee due to security reasons
and the nature of Lessee's business operations on the Leased
Premises.
25. Attorneys' Fees.
The following paragraph is hereby added as the fourth and fifth
paragraphs of Paragraph 25 Attorney's Fees:
Should Lessee become a party defendant to any litigation
concerning this Lease or any part of the Leased Premises by
reason of any act or omission of the Lessor and not because of
any act or omission of the Lessee, then Lessor shall indemnify,
protect, defend and hold Lessee harmless from all liability by
reason thereof and shall pay to Lessee all reasonable attorneys'
fees and costs incurred by Lessee in such litigation.
In addition, Lessor shall reimburse Lessee for any
attorney's fees or costs reasonably incurred by Lessee, whether
or not suit be instituted, with respect to any default of Lessor
under the terms of this Lease.
26. Holding Over.
The word "at twice the rent paid" in the first sentence of Paragraph
26. Holding Over., located in line 3 is hereby deleted in its entirety and
the following inserted in lieu thereof:
at one hundred ten (110%) percent the rent paid
33. Successors and Assigns.
Paragraph 33. Successors and Assigns is hereby deleted in its
entirety and the following inserted in lieu thereof: amended as follows:
The words "nothing in this Paragraph contained" in the first sentence
of Paragraph 33. Successors and Assigns, located on the second and
third lines shall be deleted and the words, nothing contained in this
Paragraph" shall be inserted in their place.
35. Competition.
Paragraph 35. Competition., is hereby deleted in its entirety.
39. Covenant Of Continuous Operation.
Paragraph 39. Covenant Of Continuous Operation., is hereby deleted in
its entirety and the following inserted in lieu thereof:
Lessee agrees, in compliance with applicable banking or other
laws, to remain open on each bank business day and to maintain a
fully operational branch during those hours of operations.
Lessee further agrees that the presence of an automatic teller
machine in the Leased Premises, in and of itself, shall not be
construed as the equivalent of continuous branch operations.
40. Security Deposit.
Paragraph 40. Security Deposit., is hereby deleted in its entirety.
56. Exclusive Use.
The following paragraph is hereby added as Paragraph 56. Exclusive
Use:
56. Exclusive Use.
As long as Lessee is not in default of this Lease and is
operating in accordance with the Use of Leased Premises, as set
forth in Paragraph F of the Basic Lease Provisions, Lessor agrees
not to lease space in the Shopping Center to any new lessees
whose primary business use would be a bank, savings and loan
institution, credit union or similar financial institution.
Lessee hereby acknowledges and agrees that the term bank and
savings and loan as used herein shall not be deemed to include
Household Finance, Beneficial, Commercial Credit, stock
brokerages, credit unions, mortgage companies, or any other uses
which are financially related. This exclusive does not apply to
any existing lessee prior to the execution of this Lease or any
future assignees thereof.
First Addendum to Lease - First Option to Extend Term
The words "one hundred and eighty (180) days" located on the fourth
line of Paragraph 1 of the First Addendum to Lease, First Option to
Extend Term, are hereby changed to "ninety (90) days".
Subsection (b) of Paragraph 1 of the First Addendum to Lease, First
Option to Extend Term, is hereby deleted in its entirety.
Subsection (e) of Paragraph 1 of the First Addendum to Lease, First
Option to Extend Term, is hereby deleted in its entirety.
Paragraph 4 of the First Addendum to lease, First Option to Extend
Term, is hereby deleted in its entirety.
Second Addendum to Lease - Second Option to Extend Term
The words " one hundred and eighty (180) days" located on the fourth
line of Paragraph 1 of the Second Addendum to Lease, First Option to
Extend Term, are hereby changed to "ninety (90) days".
Subsection (b) of Paragraph 1 of the Second Addendum to Lease, Second
Option to Extend Term, is hereby deleted in its entirety.
Subsection (e) of Paragraph 1 of the Second Addendum to Lease, Second
Option to Extend Term, is hereby deleted in its entirety.
Paragraph 4 of the Second Addendum to Lease, Second Option to Extend
Term, is hereby deleted in its entirety.
Third Addendum to Lease - Third Option to Extend Term
The words "one hundred and eighty (180) days" located on the fourth
line of Paragraph 1 of the Third Addendum to Lease, First Option to
Extend Term, are hereby changed to "ninety (90) days"
Subsection (b) of Paragraph 1 of the Third Addendum to Lease, Third
Option to Extend Term, is hereby deleted in its entirety.
Subsection (e) of Paragraph 1 of the Third Addendum to Lease, Third
Option to Extend Term, is hereby deleted in its entirety.
Paragraph 4 of the Third Addendum to Lease, Third Option to Extend
Term, is hereby deleted in its entirety.
EXHIBIT "A"
SITE PLAN
This Exhibit is a graphic of the shopping center wherein Leased Premises
are located.
EXHIBIT "B"
COMMON AREA
This Exhibit is a graphic of the common areas related to the shopping
center wherein Leased Premises are located.
EXHIBIT "C"
ACKNOWLEDGMENT OF COMMENCEMENT
ESTOPPEL AGREEMENT
LESSOR: Western Investment Real Estate Trust, a California
unincorporated association doing business as a
real estate investment trust, and Pine Creek
Shopping Center Associates, a California limited
partnership
LESSEE: Truckee River Bank, a California corporation,
doing business as Truckee River Bank
SHOPPING CENTER: Pine Creek Shopping Center, Grass Valley,
California
LOCATION OF PREMISES: 736 Taylorville Road
LEASE DATED: February 28, 1995
This is to certify:
1. That the undersigned Lessee occupies the Leased Premises commonly
known as 736 Taylorville Road, at Pine Creek Shopping Center,
City of Grass Valley, County of Nevada, State of California.
2. That the Lease term will commence on April 1, 1995.
3. That rent has been prepaid in the amount of $3,312.00 by Lessee
to Lessor.
4. That a Security Deposit has been paid in the amount of $0.00 by
Lessee to Lessor,
5. That as of this date hereof, the undersigned Lessee is entitled
to NO credit, offset of deduction in rent.
6. That all construction to be performed by Lessor is complete and
has been approved by Lessee.
7. That the undersigned Lessee claims no right, title or interest in
the above-described Leased Premises, or right to the possession
of said Leased Premises other than under the terms of said Lease,
and that there are no written or oral agreements affecting
tenancy other than the Lease.
LESSOR:
Western Investment Real Estate Trust, a
California unincorporated association doing
business as a real estate investment trust
Date: 7/19/95 By: /s/
Its: CFO
By: /s/
Its:
Pinecreek Shopping Center Associates, a
California limited partnership
By: Connolly Development Inc., General
Partner
By: /s/
Its: Vice Pres
LESSEE:
Truckee River Bank, a California corporation,
doing business as Truckee River Bank
Date: 6/28/95 By: /s/Martin Sorensen
Its: Pres/CEO
By:
Its:
EXHIBIT "D"
SIGN CRITERIA
PINE CREEK SHOPPING CENTER
GRASS VALLEY, CALIFORNIA .
February 1, 1988
These criteria have been established for the purpose of maintaining a
continuity of quality and aesthetics throughout the Shopping Center for the
mutual benefit of all tenants and to comply with the regulations of the
City of Grass Valley. Conformance will be strictly enforced and any
installed non conforming or unapproved signs must be brought into
conformance at the expense of the Lessee.
I. GENERAL REQUIREMENTS - ALL SIGNS
A. Each Lessee shall submit or cause to be submitted to the Lessor
for approval, prior to fabrication, four (4) copies of detailed
drawings indicating the location, size, layout, design,
dimensions, colors, illumination, materials and method of
attachment of all signage.
B. All permits for signs and their installation shall be obtained
and paid to the City of Grass Valley by the Lessee or his
representative prior to fabrication and installation.
C. All signs shall be constructed and installed at the Lessee's
expense.
D. Lessee shall be responsible for the fulfillment of all
requirements and specifications, including those of the City of
Grass Valley.
E. All signs shall be reviewed for conformance with these criteria
and overall design quality. Approval or disapproval of sign
submittal based on aesthetics of design shall remain the right of
the Lessor or his authorized representative and the City of Grass
Valley.
F. Lessee shall be responsible for the installation and maintenance
of his sign. Should Lessee's sign require maintenance or repair,
Lessor shall give Lessee thirty (30) days written notice to
perform said maintenance or repair. Should Lessee fail to do
same, Lessor shall undertake repairs and Lessee shall reimburse
Lessor within ten (10) days from receipt of invoice.
II. SPECIFICATIONS - ALL SIGNS
All companies bidding to manufacture these signs are advised that no
substitutes will be accepted be Lessee whatsoever, unless so indicated
in the specifications and approved by the Lessor and Lessee. Any
deviation from these specifications may result in purchaser's refusal
to accept same.
All manufactures are advised that prior to acceptance and final
payment, each unit will be inspected for conformance by an authorized
representative of Lessor. Any signs found not in conformance will be
rejected and removed at Lessee's expense.
Lessee is required to have signs as shown on attached Exhibits D-1, D-
2, D-3, and D-4, installed and operable upon lease commencement date.
A. General Specifications
1. No animated, flashing or audible signs will be permitted.
2. No exposed lamps or tubing will be permitted.
3. All signs and their installation shall comply with all local
building codes, electrical codes and the City of Grass
Valley Sign Ordinance.
4. No portable signs will be permitted.
5. Grand opening or promotional sign shall comply with the City
of Grass Valley Sign Ordinance and be approved by Lessor
prior to installation.
6. No exposed raceways, crossovers or conduit will be
permitted.
7. All cabinets, conductors, transformers and other equipment
shall be concealed.
8. Painted lettering will not be permitted.
B. Location of Signs
1. All signs or devices advertising an individual use, business
or building shall be attached to the building at the
location directed by Lessor and in accordance with the sign
criteria.
III. DESIGN REQUIREMENTS
A. Canopy Sign (In-Line Shops)
Pertains to: Buildings 1, 3 (Spaces 1 and 2), 5, 6 (Spaces 2
and 3), 8 and Pad B
1. Individual Letter Sign
a. All Lessee signs shall be of individual letter construction,
mounted structurally, electrically, and individually on the
raceway as shown on Exhibit D-1 attached hereto. Sign
cabinets will not be permitted.
b. Each letter or numeral will be internally illuminated and
will be faced with plexiglass or similar material.
c. Maximum width shall be equal to eighty percent (80%) of the
lineal leased frontage except as noted in criteria A.l.d. In
any case, no sign shall be greater than fifty (50) lineal
feet wide.
d. Maximum sign width for Building 3, Space 1, shall not exceed
twenty (20) feet Further, the maximum width of signage for
Building 6, Spaces 2 and 3, and Building 8, Space 1, shall
not exceed twelve (12) feet for each named space.
e. Letter height shall be twenty-four (24") inches except for
Building 3, Space 1, where letter height shall be thirty-six
(36") inches. If Lessee's name cannot accommodate in that
size, smaller letters may be approved. Minimum acceptable
letter size shall be eighteen (18") inches.
f. Logos shall not exceed ten (10%) percent of sign area and
will be included in the allowable signage subject to
criteria A. l.c. and A. l.d. The maximum height of logos
shall be twenty-four (24") inches except for Building 3,
Space 1, where logos shall not exceed thirty-six (36")
inches.
g. Sign copy shall include minimal information only. The name
of the store shall be depicted on the sign.
h. Letter faces shall be 3/16" acrylic with 3/4" trimcap
retainers used at the perimeter. Trimcap color shall be
gold. Returns of individual letters shall be five (5")
inches. Colors shall be considered on a case by case basis
and may not duplicate the sign color used by adjacent stores
except at Lessor's discretion. Exterior color shall be
Dupont Duranodic #313 Dark Bronze.
i. Neon tubing shall be fifteen (15mm) millimeters.
B. Undercanopy Signs
1. Lessee shall install a non-illuminated Undercanopy sign in
accordance with Exhibit D-1 attached hereto. Said sign
shall be located as depicted on Exhibit D-1.
2. One (1) Undercanopy sign shall be allowed per Lessee.
C. Arcade Signs
Pertains to: Buildings 2, 3 (Space 3), 4, 6 (Space 1), 7 and
Future Major Tenants.
1. Individual Letter Sign
a. All signs shall be of individual letter construction,
mounted structurally, electrically and individually on
the raceway as shown on Exhibit D-2 attached hereto.
Sign cabinets will not be permitted.
b. Each letter or numeral will be in internally
illuminated and will be faced with plexiglass or
similar material.
c. Sign width shall not exceed the following:
Building 2 Thirty (30) feet
Building 3, Space 3 Twenty six (26) feet
Building 4 Twenty eight and one-half
(28.5) feet
Building 6, Space 1 Twenty (20) feet
Building 7 Forty one (41) feet
d. Letter height shall not exceed the following:
Building 2 Forty eight (48) inches
Building 3, Space 3 Twenty four (24) inches
Building 4 Sixty (60) inches
Building 6, Space 1 Thirty six (36) inches
Building 7 Twenty eight (28) inches
e. Logos shall not exceed ten (10%) percent of sign area
and will be included in the allowable signage subject
to criteria C.1.c. and C. 1.d. The maximum height of
logos shall not exceed that of sign letters as
specified in C. l.d.
f. Sign copy shall include minimal information only. The
name of the store shall be depicted on the sign.
g. Letter faces shall be 3/16" acrylic with 3/4' trimcap
retainers used at the perimeter. Trimcap color shall
be gold. Returns of individual letters shall be five
(5") inches. Colors shall be considered on a case by
case basis and may not duplicate the sign color used by
adjacent stores except at Lessor's discretion.
Exterior color shall be Dupont Duranodic #313 Dark
Bronze.
h. Neon tubing shall be fifteen (15mm) millimeters.
i. Signing for major tenants (5,000 square feet minimum
with five or more locations) will be considered on an
individual basis subject to Lessor's criteria and City
of Grass Valley ordinances.
D. Pad Signs - Walls
Pertains to: All pads except Pad B
1. Individual Letter Sign
a. All Lessee signs shall be of individual letter construction,
mounted structurally, electrically and individually on the
raceway as shown on Exhibit D-3 attached hereto. Sign
cabinets will not be permitted.
b. Each letter or numeral will be internally illuminated and
will be faced with plexiglass or similar material.
c. Sign size will be proportionate to the building or
development involved. The aggregate area of all signs on
the building shall not exceed two (2) square feet for each
lineal foot of frontage. Frontage shall be determined at
the entry and that portion of the establishment that abuts
on the street.
d. Letter height shall not exceed forty eight (48") inches. If
Lessee's name cannot be accommodated in that size, smaller
letters may be approved. Minimum acceptable letter size
shall be eighteen (18") inches.
e. Logos shall not exceed ten (10%) percent of the sign area
and will be included in the allowable signage subject to the
criteria D.1.c. and D.l.d. The maximum height of logos shall
be forty eight (48") inches.
f. Sign copy shall include minimal information only. The name
of the store shall be depicted on the sign.
g. Letter faces shall be 3/16" acrylic with 3/4" trimcap
retainers used at the perimeter. Trimcap color shall be
gold. Returns of individual letters shall be five (5")
inches. Colors shall be considered on a case by case basis
and may not duplicate the sign color used by adjacent stores
except at Lessor's discretion. Exterior colors shall be
Dupont Duranodic #313 Dark Bronze.
h. Neon tubing shall be fifteen (15mm) millimeters.
E. Pad Signs - Monument
Pertains to: All Pads except Pad B
1. Number is limited to one (1) per pad building.
2. Size may not exceed six (36) square feet for a single
face. Height shall be six (6) feet including the sign
base which shall be two (2) feet in height.
3. Construction shall be as shown on Exhibit D-4.
4. Minor variations to the specifications contained herein
will be considered on a case-by-case basis by the
Lessor when it is determined such consideration is in
the best interests of the Shopping center.
IV. CONSTRUCTION REQUIREMENT'S
A. All exterior signs shall be installed per the Exhibits attached.
Signs shall bear the UL label and comply with all required codes.
Exterior signs shall be secured by concealed fasteners, stainless
steel or nickel or cadmium plated.
B. Sign outlet will be provided by Lessor. Fluorescent lights,
tubes and time clocks shall be provided and installed by Lessee.
C. All exterior signs exposed to the weather shall be mounted at
least 3/4" from the building to permit proper direct and water
drainage.
D. All penetrations of the building structure required for sign
installation shall be neatly sealed and watertight.
E. No labels will be permitted on the exposed surface of signs
except those required by local ordinance and those shall be
placed in an inconspicuous location.
F. Sign contractor shall repair any damage to any work caused by his
work. Damage to structure that is not repaired by the sign
contractor shall become the Lessee's responsibility to correct.
G. Lessee shall be fully responsible for the operations of its sign
contractor.
V. GUARANTEE
A. Entire display shall be guaranteed for one (1) year from date of
instillation against defects in materials and workmanship.
Defective parts shall be replaced without charge.
VI. INSURANCE
A. Sign contractor shall carry workers' compensation and public
liability insurance against all damage suffered or done to any
and all persons and/or property while engaged in the construction
or erection to signs in tire amount of Five Hundred Thousand
Dollars ($500,000.00) combined single limit.
VII. INSTALLATION
A. Lessor reserves the right to hire an independent electrical
engineer (at Lessee's sole expense) to inspect the installation
of all Lessee signs and to require the Lessee to have any
discrepancies and/or code violations corrected at the Lessee's
expense.
VIII. HOURS OF OPERATION
A. Sign lighting will be operated by time clocks to be provided by
Lessee, Hours of illumination shall be mandated by Lessee's
Lease.
IX. MISCELLANEOUS REQUIREMENTS
A. Each Lessee shall be permitted to place upon each entrance of its
demised Premises not more than one hundred forty four (144)
square inches of vinyl, Scothcal #365A gold lettering not to
exceed two (2") inches in height, indicating hours of business,
emergency telephone numbers, etc.
B. Except as provided herein, no advertising placards, banners,
pennants, names, insignia, trademarks or other descriptive
material shall be affixed or maintained upon either the interior
or exterior of the glass panes and supports of the show windows
and doors, or upon the exterior wall of the building.
C. If Lessee has a non-customer door for receiving merchandise,
Lessee may have its name and address uniformly applied to said
door in such location directed by the Project Manager.
Application shall consist of black block letters which are two
(2") inches high. If more than one Lessee uses the same non-
customer door, each Lessee's name and address shall be applied to
said door.
D. At the expiration or sooner termination of Lessee's Lease term,
Lessee shall be required to remove his signs and patch the canopy
and fascia and paint the patched area to match the surrounding
areas.
X. COLORS
A. The following Plexiglass Brand colors are approved for use in all
Lessee signs. Additional colors are subject to Lessor's approval.
White #7328 Yellow #2325
Ivory #2146 Red #2793
Yellow #2037 Green #2108
Orange #2119 Black #2025
Blue #2114 Brown #2418
XI.. REMOVAL OF SIGN
A. If the fascia sign is removed for replacement or because of
termination of Lease, Lessee shall leave the reader board or
fascia in good condition, normal wear and tear excepted. Without
limitation, shall be specifically required to fill in, in a
professional manner, any holes in the fascia panel caused by
removal of the sign and conduit, and, if necessary, shall pay for
any painting and/or waterproofing that is necessary to repair
said work and to remove sign or "shadows".
EXHIBIT "D-1"
In-Line Shops Sign Criteria
This Exhibit is a graphic which includes specifications as to the height
and width of acceptable signs. This Exhibit also sets forth the materials
from which the sign is to be made.
EXHIBIT "D-2"
Major Tenant and Arcade Sign Criteria
This Exhibit is a graphic which includes specifications as to the height
and width of acceptable signs for Buildings 2, 3 (space 3), 4, Building 4
(space 1) and 7.
EXHIBIT "D-3"
Pad Bldg. Tenant Sign Criteria
This Exhibit is a graphic which includes specifications as to the height
and width of acceptable signs for a "Pad Building".
EXHIBIT "D-4"
Monument Sign Criteria; Pad Buildings
This Exhibit is a graphic which includes specifications as to the height
and width of acceptable signs for a monument sign (one per Pad Building).
EXHIBIT "C"
ACKNOWLEDGMENT OF COMMENCEMENT
ESTOPPEL AGREEMENT
LESSOR: Western Investment Real Estate Trust, a California
unincorporated association doing business as a
real estate investment trust, and Pine Creek
Shopping Center Associates, a California limited
partnership
LESSEE: Truckee River Bank, a California corporation,
doing business as Truckee River Bank
SHOPPING CENTER: Pine Creek Shopping Center, Grass Valley,
California
LOCATION OF PREMISES: 736 Taylorville Road
LEASE DATED: April 17, 1995
This is to certify:
1. That the undersigned Lessee occupies the Leased Premises commonly
known as 736 Taylorville Road, Suite D, at Pine Creek Shopping
Center, City of Grass Valley, County of Nevada, State of
California.
2. That the Lease term will commence on April 17, 1995.
3. That rent has been prepaid in the amount of $3,312.00 by Lessee
to Lessor.
4. That a Security Deposit has been paid in the amount of $0.00 by
Lessee to Lessor.
5. That as of this date hereof, the undersigned Lessee is entitled
to NO credit, offset of deduction in rent.
6. That all construction to be performed by Lessor is complete and
has been approved by Lessee.
7. That the undersigned Lessee claims no right, title or interest in
the above-described Leased Premises, or right to the possession
of said Leased Premises other than under the terms of said Lease,
and that there are no written or oral agreements affecting
tenancy other than the Lease.
LESSOR:
Western Investment Real Estate Trust, a
California unincorporated association
doing business as a real estate
investment trust
Date: By:
Its:
By:
Its:
Pinecreek Shopping Center Associates, a
California limited partnership
Date: By: Connoly Development Inc., General
Partner
By:
Its:
LESSEE:
Truckee River Bank, a California
corporation, doing business as Truckee
River Bank
Date: By:
Its:
By:
Its: