LEASE
THIS LEASE is made at Santa Cruz, California, as of the first day of
November, 1991, between SCOTTS VALLEY PARTNERS, a California general
partnership, (herein called "Landlord") and COAST COMMERCIAL BANK, (herein
called "Tenant").
WITNESSETH:
That Landlord hereby leases to Tenant, the Tenant hereby leases from
Landlord, upon the terms and conditions hereinafter set forth, those certain
Premises located on Landlord's real property which is situated at 203 Mt. Hermon
Road, City of Scotts Valley, Santa Cruz County, California, which real property
is more particularly described in Exhibit "A" attached hereto and incorporated
herein by this reference (herein called Landlord's Real Property). The Premises
consist of approximately 3420 square feet and are shown on that certain diagram
attached hereto, marked Exhibit "B", and incorporated herein by this reference.
Prior to commencement of the Lease term Landlord shall install the HVAC
mechanical equipment on the roof, and make all other roof penetrations required
for the completion of the tenant improvements. Landlord shall pay for the cost
of such mechanical equipment and installation up to a maximum of $5,000.00,
Tenant shall be responsible for the balance of this and all other costs of
tenant improvements.
1. TERM. The term of this Lease shall be five (5) years and shall
commence on the April 1, 1992 (the "Commencement Date").
If Tenant, with Landlord's consent, takes possession of the Premises
prior to the Commencement Date, Tenant shall do so subject to all of the terms
and conditions of this Lease, except the obligation to pay rent for the period
prior to the Commencement Date. The initial term of this Lease shall end five
(5) years from the date of commencement.
Provided Lessee is not in default of any of the terms of this Lease,
than it shall have three (3) options to extend the term of this lease for
additional five (5) year periods, ("The Option Periods"). Lessee shall give
Lessor written notice no less than six (6) months prior to the expiration of the
term, (or Option period) of its intent to exercise the option.
Rent for the First Option Period: Rental for the first Option period
(years six through ten) shall be adjusted according to the provisions of
Paragraph 2.B, with the sixth year of the term being increased by the CPI over
the fifth year.
Rent for the first year of the second and third Option periods shall
be an amount equal to the "fair market monthly rent" as hereinafter determined
for similar buildings in the City of Scotts Valley, (years 11 and 16 shall be
adjusted to market). In no event shall the monthly rent be less than for the
prior year.
The rent for years following each year the rent is adjusted to market
shall be adjusted as outlined in paragraph 2.b and in no event shall the rent be
less than the rent for the prior year.
The procedure for establishing the Rent for the first year of the
second and third Option periods shall be as follows.
A. During the thirty (30) day period following receipt of Lessee's
notice of extension (the "negotiation Period"), Lessor and Lessee
shall use their best efforts to agree on the fair market rent for the
Premises for the first year of the Option period.
B. If the parties are unable to agree on the fair market rent within
the Negotiation Period, then within ten (10) days after the expiration
of that period each party shall, at its cost and by written notice to
the other party, appoint a real estate appraiser with at least five
years full time commercial real estate appraisal experience in Santa
Cruz County. Each appraiser selected by a party pursuant to the
provisions hereof shall be impartial and unrelated, professionally or
otherwise, to either of the parties hereto. If either party fails to
appoint an appraiser and give written notice of such appointment to
the other party within said ten (10) day period, the single appraiser
shall alone establish, by written notice to the parties within (30)
days of being appointed, the fair market monthly rent for the first
year of that Option period. If both parties appoint appraisers, the
two appraisers shall promptly meet and attempt to agree on the fair
market monthly rent. If the two appraisers agree on the fair market
monthly rent, such amount shall be binding on the parties hereto and
shall be the monthly Rent for the first year of that Option period.
C. If the two appraisers are unable to agree on the fair market
monthly rent within thirty (30) days after the second appraiser has
been appointed, they shall elect a third appraiser meeting the above
stated qualifications within then (10) days after the expiration of
said thirty (30) day period. If they are unable to agree on the third
appraiser, either of the parties of this Lease by giving ten (10) days
written notice to the other party, may apply to the presiding judge of
the Superior Court of Santa Cruz County to select a third appraiser
who meets the qualifications stated in subparagraph (B). The third
appraiser, however selected, shall not have acted in any capacity for
either party. Each of the Parties shall bear one-half of the cost of
the third appraiser.
D. Within thirty (30) days after the selection of the third
appraiser, the fair market monthly rent, and the monthly Rent for the
first year of the Option period shall be determined by a majority of
appraisers in accordance with the provisions of paragraph (a) above.
If the majority of appraisers are
unable to agree within the stipulated period of time, the fair market
monthly rent for the first year of the Option period shall be the
average of the three (3) appraisals; provided, however, that if any
appraisal differs from the median appraisal by an amount equal to or
more than ten percent (10%) of such median appraisal, that appraisal
shall be disregarded, and the average of the remaining appraisals (or
the remaining appraisal) shall be the monthly rent for the Second
Extended Term.
2. RENT.
A. Tenant shall pay to Landlord as minimum monthly base rent, without
deduction, set-off, prior notice, or demand, the sum of Four Thousand One
Hundred and four dollars ($4,104.00) per month ($1.20 per square foot NNN) in
advance, which sum is subject to possible adjustment as provided in subsection
(B) of this section, on the first day of the month, commencing on the date the
term commences, and continuing throughout the term, except as provided by the
following Paragraph:
Minimum monthly rent for the first month or portion of it shall be
paid on the day the term commences. In the event Tenant has not completed its
tenant improvements as of April 1, 1992, than it shall pay 1/2 the base monthly
rental until the improvements are completed, or June 1, 1992, whichever event
occurs sooner. In the event the improvements are completed "mid-month" than the
rental for that month shall be prorated with a charge for those days the
improvements were not completed of $68.40 and the days of completed improvements
$136.80. Operating expenses are due when the term commences without setoff. All
rent shall be paid to Landlord at the address to which notices to Landlord are
given.
B. The minimum monthly rent provided for in subsection (A) shall be
subject to adjustment at the commencement of the second year of the term and
each year thereafter (the adjustment date) as follows:
The base for computing the adjustment is the Consumer Price Index for
All Urban Consumers (base year 1982-84 = 100) for San Francisco-
Oakland, California, published by the United States Department of Labor, Bureau
of Labor Statistics (Index), which is published for the date nearest the date of
commencement of the term (Beginning Index). If the Index published nearest the
adjustment date (Extension Index) has increased over the Beginning Index, the
minimum monthly rent for the following year (until the next rent adjustment)
shall be set by multiplying the minimum monthly rent set forth in subsection (A)
by a faction, the numerator of which is the extension index and the denominator
of which is the Beginning Index. In no case shall the minimum monthly rent be
less than the minimum monthly rent set for the in subsection (A). On adjustment
of the minimum monthly rent as provided in this lease, the parties shall
immediately execute an amendment to the lease stating the new minimum monthly
rent.
If the Index is changed so that the base year differs from that used
as the month immediately preceding the month in which the term
commences, the Index shall be converted in accordance with the
conversion factor published by the United States Department of Labor,
Bureau of Labor Statistics. If the Index is discontinued or revised
during the term, such other government index or computation with which
it is replaced shall be used in order to obtain substantially the same
result as would be obtained if the Index has not been discontinued or
revised.
3. LATE PAYMENT. In the event that any monthly payment is
delinquent for a period of ten (10) days or more, Tenant shall pay to Landlord
as and for a late payment the sum of 5% of the delinquent monthly rental
payment, which shall be payable with the delinquent monthly rental payment.
4. SECURITY DEPOSIT. Tenant hereby deposits with Landlord the sum of Ten
thousand five hundred sixty dollars, ($10,560.00) as security for the full and
faithful performance of each and every provision of this Lease to be performed
by Tenant. Landlord shall not be required to keep this security deposit separate
from its general funds in a trust account, and Tenant shall not be entitled to
any interest on such deposit.
If Tenant defaults with respect to any provisions of this Lease, including, but
not limited to the provisions relating to the payment of rent, Landlord may use,
apply or retain all or any part of this security deposit for the payment of any
delinquent rent or other sum in default, or for the payment of any other amount
which landlord may spend or become obligated to spend by reason of Tenant's
default, or to compensate Landlord for any other loss or damage which landlord
may suffer by reason of Tenant's default. If any portion of this security
deposit is so used or applied, Tenant shall, within five (5) days after written
demand therefor, deposit cash with Landlord in an amount sufficient to restore
the security deposit to its original amount and Tenants failure to do so shall
be a material breach of this Lease. If Tenant shall fully and faithfully perform
every provision of this Lease to be performed by it, the security deposit shall
be returned to tenant within thirty (30) days from the date of expiration of the
Lease term, or any extension thereof
In the event of Landlords termination of Landlords interest in this Lease,
Landlord shall transfer said deposit to Landlords successor in interest
whereupon Landlord shall automatically be released from liability for the return
of such deposit or the accounting therefor.
5. TAX ON THE PREMISES. Except for the following real property taxes and
assessments that are levied against the Common Areas which is covered in
Paragraph "Common Area", below, Tenant hereby agrees to be responsible for and
pay to Landlord the following percentages of any and all real property taxes and
assessments levied by the City of Scotts Valley and the County of Santa Cruz or
any other governmental agency
against Landlord's real property and improvements thereon as described in
Exhibit "A" attached hereto, during the term of this Lease, including
extensions:
100% of Taxes and Assessments Levied for Tenant's improvements.
6.2% of Taxes and Assessments Levied for Land and other Improvements.
Tenant's pro rata share of said real property taxes and assessments
shall be payable in advance on the first day of each month in an equal to one
twelfth (1/12) of the total of such real property taxes and assessments
reasonably estimated by Landlord to be payable during the calendar year in which
such month falls, multiplied by tenant's pro rata share. Within ninety (90) days
after the end of each calendar year, Landlord will give to Tenant a written
statement of the actual real property taxes and assessments during the preceding
calendar year. Within ten (10) days after said statement is given, an adjustment
will be made by payment to Landlord or to Tenant as the case may require so that
Tenant shall have paid its pro rata share of the real property taxes and
assessments actually assessed and no more. Notwithstanding the above, Tenant
shall be solely responsible for the payment of any increase in real property
taxes arising out of Tenant's leasehold improvements, whether or not of a
permanent nature.
Tenant has represented to Landlord that it is exempt from personal
property taxes. In the event any agency of the government assesses Tenant for
personal property taxes, it shall be the duty of Tenant to either pay the taxes
or resolve the issue to the satisfaction of all parties. If this Lease expires
prior to the determination of the amount of such taxes and assessments for the
last fiscal year in which the Lease expiration occurs, Tenant shall nevertheless
promptly pay such percentage following proper notice from Landlord appropriately
prorated for the portion of the Lease term that falls within such last fiscal
year.
6. TAX ON TENANT'S PROPERTY. Tenant shall be liable for all taxes
levied against any personal property or trade fixtures placed by Tenant in or
about the Premises. If any such taxes on Tenant's personal property or trade
fixtures are levied against Landlord or Landlord's property, and if Landlord
pays same, which Landlord shall have the right to do regardless of the validity
of such levy, or if the assessed value of Landlord's Premises in increased by
the inclusion therein of the value placed upon such personal property or trade
fixtures of Tenant, and if Landlord pays the taxes based upon such increased
assessment, which Landlord shall have the right to do regardless of the validity
thereof, Tenant, upon demand shall, as the case may be, repay to Landlord the
taxes so levied against Landlord, or the proportion of such taxes resulting from
such increase in the assessment.
Tenant shall be responsible for payment of any business, gross
receipts or similar tax or charge and any penalties or interest thereon imposed
by any governmental agency that arises as a result of Tenant's use of the
Premises. Tenant shall not be
responsible for the payment of any taxes levied on Landlord's business such as
income, excess profits, franchise, capital, or stock tax.
7. USE. The Premises are to be used for the operation of a
Commercial Bank. The business conducted by the Tenant on the Premises shall be
of a character and nature that will not be detrimental to the value of the real
property. No use shall be made or permitted to be made of the Premises, nor acts
done in or about the Premises, which will in any way conflict with any law,
ordinance, rule or regulation affecting the occupancy or use of the Premises,
which are or may hereafter be enacted or promulgated by any public authority, or
which will increase the existing rate of insurance upon the building as of the
Commencement Date or cause a cancellation of any insurance policy covering
Landlord's real property described in Exhibit "A", attached hereto. Should the
rate of insurance increase through any use conducted by Tenant on the Premises,
Tenant shall have the right to pay the increased premium.
8.a: COMMON AREA. Certain areas have been or will be constructed by
Landlord within Landlord's Real Property for the general use, convenience and
benefit of the occupants of the buildings located thereon and their customers
and employees, including the automobile parking areas, sidewalks, landscaped
areas and other areas for pedestrian and vehicular use (herein called the
"Common Area"). Except as may be limited herein, Tenant shall have the
nonexclusive right for itself and for its customers, invites, employees,
contractors, subtenants and licensees to use the Common Area in common with
Landlord and other persons permitted to use the same for parking of vehicles and
for vehicular and pedestrian ingress, egress and access.
The Common Area, and all improvements and facilities situated thereon
and required in connection therewith, shall be maintained by Landlord or its
designee. Tenant shall pay six and 2/10s percent (6.2%) of those certain costs
paid and incurred in connection with the operating, management, maintenance and
repair of the Common Area as provided below.
Landlord shall, at or about the time that Tenant's obligation to pay
rent commences and from time to time thereafter, submit to Tenant an estimate of
the monthly payments required to discharge Tenant's obligations with respect to
payment of its share of Common Area Expenses pursuant to this paragraph.
Landlord shall, no more than annually, revise such estimate in the event that
the then current estimate is not reasonably related to actual amounts then
payable by Tenant hereunder. Tenant shall pay such estimated amounts to Landlord
on the first day of each calendar month during the term. Adjustments shall be
made by Landlord within sixty (60) days after the end of each calendar year, so
that if the total of such estimated amounts paid by Tenant during such year
exceeds the actual amounts payable by Tenant during such year, Landlord shall
pay such overages to Tenant forthwith at the time such adjustment is made.
Failure of Tenant to pay when due any of the charges required by this paragraph
to be paid shall constitute a default the same as a failure to pay rent when
due.
Common Area Expenses incurred in connection with the operation and
maintenance of the Common Area shall include, but are not limited to, all sums
expended in connection with Common Area for all general maintenance and repairs,
resurfacing or painting, restriping, cleaning, sweeping and janitorial services;
maintenance and repair of sidewalks, curbs and signs; sprinkler systems,
planting and landscaping; lighting and other utilities; directional signs and
other markers and bumpers; maintenance and repair of any fire protection systems
and lighting systems; management and personnel to implement such services
(including administrative, bookkeeping, clerical and similar office staff)
including, if Landlord deems necessary, the cost of security guards; real and
personal property taxes and assessments on the improvements and land comprising
the Common Area; fees, charges, assessments, payments and other amounts of any
kind or nature levied or collected by any governmental agency for the use or
operation of the Common Area; premiums for public liability, casualty and other
insurance on the Common Area; provided, however, that notwithstanding anything
to the contrary contained herein, Common area expenses shall exclude any costs
for items that are capitalized by Landlord, executive salaries, depreciation and
interest, legal fees, leasing commissions, costs to correct original
construction defects in the improvements and property (excluding Tenants
Improvements other than the equipment requiring roof penetrations). Tenant shall
have no liability for payment of roof repairs other than for normal wear and
tear. Tenant shall be responsible for reimbursement to Landlord of expenses
related to the maintenance of the HVAC equipment, including maintenance
contracts and roof repairs required after one year from commencement.
Subject to the following qualifications, Landlord shall also have the
right to establish from, time to time, change alter and amend, and to enforce
against Tenant and the users of the automobile parking areas, such reasonable
rules and regulations as may be deemed necessary or advisable for the proper and
efficient operation and maintenance of said automobile parking areas. Such rules
and regulations may include the hours during which the automobile parking areas
shall be open for use, and designated parking areas for employees of Tenant.
Landlord shall not restrict use of parking areas in any manner which conflicts
with normal business hours of the type of business being conducted by Tenant on
the Premises. Tenant shall have the right to identify and so mark, with
Landlord's consent which shall not be unreasonably withheld, up to ten parking
spaces as being exclusively for Tenants clients and employees use. Landlord
shall have no liability to enforce parking space use of the spaces identified be
Tenant as being for the exclusive use of Tenants clients and employees.
8.b: COMMON AREA AND TENANTS SHARE: Notwithstanding anything to the
contrary contained in this Lease, tenant shall be responsible for 100% of the
expenses, including property taxes, that can be directly related to Tenants
portion of the building and project. Landlord, or Landlord's agents, shall make
its best efforts to isolate expenses incurred by the building of which the
premises are a part and then bill Tenant according to its percentage of
occupancy of the building. Expenses that cannot be directly related to the
building, shall be billed to Tenant in accordance with Tenants portion of the
total project.
In the event Landlord sells or separates a portion of the project, Landlord and
tenant agree to execute an addendum to this Lease setting forth the new
percentages of Property taxes and other common area expenses Tenant is
responsible for.
9. EXISTING CONDITIONS. Tenant is aware that subject building is
existing in a shell form. Tenant has examined the building and as-built drawings
and accepts subject building in its present form. Landlord agrees to install a
demising wall to secure the premises from the balance of the premises. This wall
shall be a one hour fire wall. Landlord will assist Tenant, Tenants architect
and/or Tenants general contractor with locations of utility stubs. Landlord
shall also make all roof penetrations, and install the heating, ventilation air
conditioning equipment on the roof Landlord shall pay for such HVAC equipment
and corresponding work on roof, up to a maximum of $5,000.00.
10. ASSIGNMENT AND SUBLETTING: Tenant shall not voluntarily assign,
sell, encumber, pledge or otherwise transfer all or any part of Tenant's
leasehold estate hereunder, or permit the Premises to be occupied by anyone
other than Tenant or Tenant's employees, or sublet the Premises or any portion
thereof, without Landlord's prior written consent. Landlord's consent shall not
be unreasonably withheld provided:
(a) The proposed assignee or subtenant is financially capable to
fully perform all of the terms, covenants, conditions to be
performed by Tenant herein;
(b) That each and every covenant, condition or obligation imposed
upon Tenant by this Lease, and each and every right, remedy or
benefit afforded Landlord by this Lease is not thereby materially
impaired or diminished;
(c) Tenant remains liable for performance of each and every
obligation under this Lease to be performed by Tenant;
(d) As to subletting, Landlord shall receive 50% of the gross rent in
excess of the gross rent otherwise payable to Landlord pursuant
to this Lease.
(e) Tenant reimburses Landlord for Landlord's reasonable costs and
professional fees (legal and/or accounting) incurred in
conjunction with the processing and documentation of any such
requested assignment or subletting of this Lease by Tenant.
If Tenant desires at any time to assign this Lease, or sublet any
portion of the Premises, Tenant Shall first notify Landlord of its desire to do
so and shall submit in writing to Landlord, at least fifteen (15) days but not
more than sixty (60) days before the intended date of assignment/subletting, the
name of the proposed assignee/subtenant, the nature of the proposed assignee's
subtenant's business to be carried on in the Premises, the terms and provisions
of the proposed assignment/subletting, and such reasonable financial information
as Landlord my request, certified by the proposed assignee/ subtenant as being
true and correct as of the date of certification. If Landlord disapproves the
proposed
assignment or subletting, it shall give Tenant in writing specific reasons for
the disapproval.
11. REPAIRS AND MAINTENANCE
A. Landlord's Obligations. Subject to the provisions of Paragraph
"Damage or Destruction", below, Landlord, at its sole cost and expense, shall
maintain, in a good state of repair, the structural parts of the roof (but not
the roof surface), exterior walls (excluding the interior of all walls and the
exterior and interior of all windows, doors, plate glass and show cases),
foundations of the Premises and building, all capital repairs and structural
portions of the building and any repairs required by governmental agencies or
regulations, including but not limited to life and safety systems within the
building that are not required due to the particular use of the building by
Tenant or Tenant's assignee or subtenants; provided however that in the event
any maintenance and repairs are made necessary by the wrongful act or omission
of Tenant or its employees, agents, customers, or invites, Tenant shall pay to
Landlord within ten (10) days after written demand, as additional rent, the
actual cost of such maintenance and repairs plus interest from the date of
expenditure at the highest rate of then permitted under California law. Landlord
shall make repairs under this Paragraph within thirty (30) days after Tenant has
notified Landlord in writing of the need for such repairs and maintenance unless
the particular work to be performed would take longer than thirty (30) days to
complete. In such case, the time period shall be extended to a reasonable time
so long as Landlord exercises due diligence in carrying out such repair and
maintenance. Landlord shall be responsible to repair roof damage (including
leaks) caused by the installation of the HVAC and other equipment installed by
Landlord that penetrates the roof
Landlord shall have no maintenance or repair obligations whatsoever
with respect to the Premises except as expressly provided in this Paragraph.
Tenant hereby expressly waives the provisions of subsection 1 of Section 1932
and Sections 1941 and 1942 of the Civil Code of California and all rights to
make repairs at the expense of Landlord as provided in Section 1942 of said
Civic Code.
B. Tenant's Obligations. Tenant, at Tenant's sole cost and expense,
shall maintain the Premises and appurtenances and every part thereof (excepting
only those items which Landlord is specifically obligated to repair pursuant to
A, above,) in good state of repair, exclusive of ordinary wear and tear,
including without limitation, all interior walls, partitions and floors,
interior surfaces and the ceilings, doors, windows, plate glass, show cases, all
electrical, plumbing and lighting systems and equipment, HVAC equipment and any
fixtures, signs and equipment installed by or at the expenses of Tenant. Tenant
shall not be obligated to repair the roof surface unless said repairs are for
ordinary wear and tear or are the result of Tenants acts or the acts of Tenants
agents.
Should Tenant fail to make repairs required of Tenant hereunder, within
thirty (30) days after notice is given by Landlord, Landlord, in addition to all
other remedies available hereunder or by law and without waiving any alternative
remedies, may make the repairs,
and in that event, Tenant shall reimburse Landlord, as additional rent, for the
cost of such maintenance or repairs within ten (10) days of written demand by
Landlord. Notwithstanding the above, should Tenant diligently commence repairs
and should said repairs require more than thirty (30) days to complete, Tenant
shall have a reasonable time beyond thirty (30) days from Landlord's notice
within which to complete same.
12. ALTERATIONS. Except as provided below, Tenant shall not make, or
suffer to be made, any alterations, improvements or additions (collectively
"alterations") in, on, about or to the Premises or any part thereof, without the
prior written consent of Landlord (which consent shall not be unreasonably
withheld or delayed) and without a valid building permit issued by the
appropriate governmental authority. As a condition to giving such consent,
Landlord may impose such requirements as Landlord in its sole discretion deems
necessary, including without limitation, requirements that (i) Tenant agrees to
remove any such alterations at the termination of this Lease, and to restore the
Premises to their prior condition; (ii) Tenant secure a completion and lien
indemnity bond satisfactory to Landlord for said work; and (iii) Landlord may
reasonably approve the contractor for such alterations and limit the times
during which the alteration work may be done. Unless Landlord requires that
Tenant remove any such alterations, the alteration, except moveable furniture,
and trade fixtures not affixed to the Premises, shall become the property of the
Landlord upon installation and shall remain upon and be surrendered with the
Premises at the termination of this Lease. (Vaults and vault doors are trade
fixtures) Notwithstanding the above, Tenant shall have the right to make minor,
decorating-type, non-structural alterations and changes to the Premises without
the prior consent of Landlord so long as such changes do not affect the exterior
of the Premises and Tenant obtains all required governmental permits and
approvals at its own cost prior to commencement of work.
Tenant shall not permit any mechanic's or materialman's liens to be
placed on the Premises and shall indemnify, defend and hold Landlord harmless
against any liens, claims, demands, encumbrances or judgments relating to any
labor or services performed or materials furnished for such alterations to the
Premises.
Tenant shall also give Landlord written notice ten (10) days prior to
commencement of services or receipt of material for such alterations and shall
permit Landlord to post a notice of non-responsibility in accordance with the
statutory requirement of California Civil Code Section 3095 or any amendment
thereof Tenant shall have the right to construct improvements to the interior of
the building subject to Landlord's prior written approval of the improvements,
which approval will not be unreasonably withheld.
13. TRADE FIXTURES: Subject to the provisions on Paragraphs "Repairs
and Maintenance" and "Alterations", above, Tenant may install and maintain its
trade fixtures on the Premises, provided that such fixtures, by reason of the
manner in which they are affixed, do not become and integral part of the
building or Premises. Tenant, if not in default hereunder, may at any time or
from time to time during the term hereof or
upon the expiration of termination of this Lease, alter or remove any such trade
fixtures so installed by Tenant, and any damage to the Premises caused by such
installation, alteration or removal of such trade fixtures shall be promptly
repaired by Tenant at the expense of Tenant. If not so removed by Tenant within
fifteen (15) days of the expiration or sooner termination of this Lease, said
trade futures shall, at Landlord's option, become the property of Landlord, or
Landlord, at his option, may remove said trade futures and any damage to the
Premises caused by such installation, alteration or removal of such trade
fixtures and the cost of such removal shall be paid by Tenant to Landlord upon
demand. It is understood and agreed that Vaults and Vault doors and equipment
are trade futures.
14. DAMAGE OR DESTRUCTION. In the event the Premises, or the building
or other improvements (exclusive of Tenant's Improvements) in which the Premises
are located, shall be damaged by fire, earthquake, the elements or other
casualty so that the damage thereto is such that the Premises, or the building
and other improvements in which the Premises are located, may be repaired,
reconstructed or restored within a period of ninety (90) days, Landlord shall
give Tenant notice of its intent to repair within fifteen (15) days and shall
promptly commence the work of repair, reconstruction and restoration, and shall
diligently prosecute the same to completion at Landlord's expense. During this
period of time, this Lease shall continue in full force and effect except that
Tenant shall not be liable for monthly rent if the Premises are totally
destroyed or are unusable by Tenant. Tenant would be liable only for monthly
rent in proportion to usable space if partially destroyed. If the Premises, or
the building or other improvements (exclusive of Tenant's Improvements) in which
the Premises are located, could not be restored within three hundred sixty-five
(365) days, either Tenant or Landlord has the option to terminate this Lease by
giving written notice to the other, Notwithstanding the above, in the event of
any partial destruction to the building representing thirty percent (30%) or
more of the replacement cost of the building housing the Premises or any partial
destruction to the Premises occurring during the last six (6) months of the
Lease term, or any extension thereof, Landlord shall have the right for a period
of thirty (30) days after the determination of the availability of insurance
proceeds to retain all insurance proceeds and to terminate this Lease which
right shall be exercised by giving written notice to Tenant of such termination
within said thirty (30) day period.
Should the Lease be terminated as provided in this Paragraph, the
termination date shall be the date of the casualty.
15. ENTRY AND INSPECTION. Tenant will permit Landlord and his agents
to enter into and upon the Premises at all reasonable times and upon reasonable
written notice for the purpose of inspecting the same, or for the purpose of
protecting the interest therein of Landlord, or to post notices of
nonresponsibility, or to service or make alterations, repairs or additions to
the Premises or to any other portion of the building in which the Premises are
situated, including the erection of scaffolding, props, or other mechanical
devises, and will permit Landlord, at any time within sixty (60) days prior to
the expiration of this Lease, to bring upon the Premises, for purposes of
inspection or
display, prospective tenants thereof. Landlord shall not unreasonably interfere
with Tenant's use and possession of the Premises.
It is understood and agreed that Tenant intends to use the premises as
a commercial bank and as such certain areas are not available to open and
immediate inspections. Tenant shall use its best efforts to comply with the
provisions of this paragraph in accordance with the applicable laws and Landlord
agrees to be accompanied by Tenant or Tenants agent when so requested by Tenant.
16. HOLD HARMLESS AND NON-LIABILITY OF LANDLORD. Tenant agrees to and
shall defend and indemnify Landlord against all claims, liability, loss and
expense by reason of injury to person or property, or both, including, without
limitation, injury to the person or property of Tenant, it's agents, officers,
employees, licensees or invites arising out of the condition of the Premises or
any portion thereof over which Tenant has control and a duty to repair and
maintain under the terms of this Lease; provided, however, that this covenant
shall not apply to injury to person or property resulting from acts of Landlord,
his agents or employees while in or on the Premises.
Landlord agrees to and shall defend and indemnify Tenant against all
claims, liability, loss, and expense by reason of injury to person or property,
or both, including, without limitation, injury to the person or property of
landlord, its agents, officers, employees, licensees or invites arising out of
the condition of the Premises and the Landlord's Real Property and Common Area,
or any portion thereof, over which Landlord has control and a duty to repair and
maintain under the terms of this Lease; provided, however, that this covenant
shall not apply to injury to person or property resulting from acts of Tenant,
his agents or employees while in or on the Premises.
17. UTILITIES. Tenant shall be responsible for the payment of the
cost it's proportionate share of all utilities serving the Premises.
18. NOTICES. Any notice require to be given pursuant to this
Agreement shall be given in writing to the other party and delivered either
personally or by depositing the same in the United States postal service,
registered or certified mail, return receipt requested, with the postage
prepaid, addressed to the parties as follows:
If, to Landlord:
Scotts Valley Partners
350 Coral Street
Santa Cruz, CA 95060
with copy to:
Monterey Bay Property Management
133 Mission St. #103
Santa Cruz, CA. 95060
If, to Tenant:
Coast Commercial Bank
P.O. Box 1818
Santa Cruz, CA 95061-1818
Attn.: Chief Operating Officer
Any notice delivered by mail shall be deemed delivered forty-eight
(48) hours after deposit in the United States Postal Service mail. The address
to which any notice is to be delivered may be changed by either party by
compliance with the provisions of this Paragraph.
19. BANKRUPTCY AND INSOLVENCY. The filing or commencement of any
proceeding by or against Tenant under the Federal Bankruptcy Code whether
voluntary or involuntary, if not dismissed within sixty (60) days from the date
of filing, shall constitute a default under this Lease.
20. RECEIVERSHIP. Either the appointment of a receiver to take
possession of all, or substantially all, of the assets of any Tenant or
garnishment of or levy or writ of execution on, all or substantially all of the
assets of any Tenant which remains in effect for more than sixty (60) days, or a
general assignment by any Tenant for the benefit of creditors, shall constitute
a breach of this Lease by Tenant.
21. DEFAULT AND REMEDIES. The occurrence of any one or more of the
following events shall constitute a material default and breach of this Lease by
Tenant:
(a) The failure by Tenant to make any payment of rent or any
other payment required to be made by Tenant hereunder as and when due
and after ten (10) days written notice to Tenant by Landlord to pay
same.
(b) The occurrence of an event described in Paragraphs
"Bankruptcy and Insolvency" and "Receivership", hereof
(c) The failure by Tenant to observe or perform any of the
covenants, conditions or provisions of this Lease to be observed or
performed by Tenant, other than described in subparagraph (b) and (c)
above, where such failure shall continue for a period of thirty (30)
days after written notice thereof from Landlord to Tenant, provided
that if such failure cannot be cured within such thirty (30) day time
period, then it shall not be an event of default so long as Tenant is
diligently pursuing the cure of such matter.
In the event of any such material default or breach by Tenant,
Landlord may at any time thereafter, with or without notice or demand and
without limiting Landlord in the exercise of any right or remedy which Landlord
may have by reason of such default or breach:
(a) Terminate Tenant's right to possession of the Premises by
any lawful means, in which case this Lease shall terminate and Tenant
shall immediately surrender possession of the Premises to Landlord. In
such event, Landlord shall be entitled to recover from Tenant all
damages incurred by Landlord by reason of Tenant's default, including,
but not limited to expenses of reletting, reasonable attorney's fees,
and any real estate commission actually paid; the worth at the time of
award by a court having jurisdiction of the unpaid rent which had been
eared after termination until the time of such award exceeds the
amount of such rental loss that the Tenant proves could have been
reasonably avoided; the worth at the time of such award of the amount
by which the unpaid rent for the balance of the term after the time of
such award exceeds the amount of such rental loss that the Tenant
proves could be reasonably avoided; and the portion of any real estate
commission payable by Landlord applicable to the unexpired term of
this Lease. Unpaid installments of rent or other sums shall bear
interest from the date due at the rate of ten percent (10%) per annum.
In the event Tenant shall have abandoned the Premises, Landlord shall
have the option of (i) retaking possession of the Premises and
recovering from Tenant the amount specified in this subparagraph (a),
or (ii) proceeding against subparagraph (b). For purposes of
subparagraph (a), the term "worth at the time of such award" shall
have the meaning provided in Section 1951.2(b) of the California Civil
Code.
(b) As provided in Section 1951.4 of the California Civil Code,
maintain Tenant's right to possession, in which case this Lease shall
continue in effect whether or not Tenant shall have abandoned the
Premises. In such event, Landlord shall be entitled to enforce all of
Landlord's rights and remedies under this Lease, including the right
to recover the rent as it becomes due hereunder.
(c) Pursue any other remedy now or hereafter available to Landlord
under the laws or judicial decisions of the State of California
22. REMOVAL OF PROPERTY. Should Tenant default, as provided in
Paragraph "Default and Remedies", above, Landlord shall, at his option, be
entitled to remove any property of Tenant from the Premises and store the same
elsewhere for the account, and at the expense and risk, of Tenant and should
Tenant fail to pay the cost of storing any such property after it has been
stored for a period of ninety (90) days or more, Landlord, after ten (10) days'
written notice to Tenant and Tenant's failure to pay the required amount, may
sell any or all of such property at public or private sale, in such manner and
at such times and places as Landlord, in his sole discretion, may deem proper,
for the payment of any charges for the removal, storage and sale of such
property, and shall apply the proceeds of such sale: first, to the cost and
expenses of such sale, including reasonable attorney's fees actually incurred;
second, to the payment of the cost of or charges for removing and storing any
such property; third, to the payment of any other
sums of money which may then or thereafter be due to Landlord from Tenant under
any of the terms hereof; and fourth, the balance, if any, to Tenant.
23. WAIVER OF DAMAGES FOR REENTRY. Tenant hereby waives all claims
for damages that may be caused by Landlord's reentering and taking possession of
the Premises or removing and storing the property of Tenant as herein provided,
and will save Landlord harmless from, loss, costs or damages occasioned thereby,
and no such reentry shall be considered or construed to be a forcible entry.
24. ATTORNEY'S FEES. In the event suit is brought to enforce or
interpret any part of this Agreement, the prevailing party shall be entitled to
recover as an element of his costs of suit, and not as damages, a reasonable
attorney's fee to be fixed by the Court. The "prevailing parties shall be the
party who is entitled to recover his costs of suit, whether or not the suit
proceeds to final judgment. A party not entitled to recover his costs shall not
recover attorney's fees. No sum for attorney's fees shall be counted in
calculating the amount of a judgment for purposes of determining whether a party
is entitled to recover his costs or attorney's fees.
25. LITIGATION AGAINST TENANT OR LANDLORD. Should Landlord, without
fault on Landlord's part, be made a party to any litigation instituted by Tenant
against any third party, or instituted by any third party against Tenant, or by
or against any person holding under or using the premises by license of Tenant,
or for the foreclosure of any lien for labor or material furnished to or for
Tenant or for such other person otherwise arising out of or resulting from any
act or transaction of Tenant or of any such other person, Tenant covenants to
pay to Landlord the amount of any judgment rendered against landlord of the
premises, or any part thereof, and all costs and expenses, including reasonable
attorney's fees, incurred by landlord or in connection with such litigation.
Should Tenant, without fault on Tenant's part, be made a party to any litigation
instituted by Landlord, against any third party, or instituted by any third
party against Landlord, Landlord covenants to pay to Tenant the amount of any
judgment rendered against Tenant, and all costs and expenses, including
reasonable attorneys fee's incurred by Tenant in connection with such
litigation.
Tenant's obligation under this paragraph, shall not be applicable to
any action brought by Tenant against Landlord.
26. WAIVER. The waiver by Landlord of any breach of any term,
covenant or condition herein contained shall not be deemed to be a waiver of
such term, covenant, or condition or of any subsequent breach of the same or any
other term, covenant or condition herein contained. The subsequent acceptance of
rent hereunder by Landlord shall not be deemed to be a waiver of any preceding
breach by Tenant of any term, covenant or condition of this Lease, other than
the failure of Tenant to pay the particular rental so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of acceptance of such
rent.
The waiver by Tenant of any breach of any term, covenant or condition
herein contained shall not be deemed to be a waiver of such term, covenant or
condition or of any subsequent breach of the same or any other term, covenant or
condition herein contained.
27. LIENS. Tenant shall keep the Premises and building and the
property on which the premises are situated, free of any liens arising out of
work performed, materials furnished or obligations incurred by Tenant. Tenant,
however, shall have the right to contest in good faith any lien arising out of
work performed or materials furnished or obligations incurred by Tenant provided
Tenant posts a bond reasonably satisfactory to Landlord in the amount of such
lien or otherwise provides landlord with security reasonably acceptable to
Landlord in the amount of such lien.
28. SUBORDINATION AND OFFSET STATEMENT. Tenant agrees that this Lease
shall be subject to any mortgage, trust deed or like encumbrance heretofore or
hereafter placed upon said Premises by Landlord or his successors in interest to
secure the payments of monies loaned, interest thereon and other obligations.
Landlord shall seek to have any mortgage, deed of trust or like encumbrance
placed upon the Premises by landlord to secure the payments of monies loaned,
interest thereon, and other obligations to recognize the phooey of this Lease,
or if such lender requires that this Lease be subordinate to any such
encumbrance, that Landlord shall further seek to have such lender execute a
written agreement that provides substantially the following:
As long as Tenant performs its obligations under this Lease, no
foreclosure of, deed given in lieu of foreclosure of, or sale under
the encumbrance, and no steps or procedures taken under the
encumbrance, shall affect Tenant's rights under this Lease. The
provisions in Paragraph "Insurance" below, concerning the disposition
of insurance proceeds on destruction of the premises, and the
provision in Paragraph "Condemnation" below, concerning the
disposition of any condemnation award, shall prevail over any
conflicting provisions in this encumbrance.
Should such lender not accept this Lease as being prior to such
encumbrance, Tenant agrees that this Lease shall be subject to such encumbrance.
In all instances, Tenant shall attain to any purchaser at any foreclosure of
sale or any grantee or transferee designated in any deed given in lieu of
foreclosure. Tenant shall execute any written agreement and any other documents
required by the lender to accomplish the purpose of this Paragraph.
If Landlord desires to sell or to finance or refinance Landlord's real
property described in Exhibit "A", attached hereto, or any part thereof, Tenant
agrees to deliver to any prospective purchaser or lender designated by Landlord
such financial statements of Tenant that are provided to shareholders of Tenant
upon request.
Tenant also agrees to promptly execute and deliver to Landlord from
time to time, as demanded by Landlord, an offset statement of estoppel
certificate containing such facts as are within the knowledge of or are
available to Tenant pertaining to this Lease, as a purchaser of the leased
property or a lender may reasonably require if said statement is prepared for
signing by Landlord. Failure to deliver the executed offset statement or
estoppel certificate to Landlord within ten (10) days from receipt of same,
shall be conclusive upon Tenant for the benefit of the party requesting the
statement or certificate, or his successor, that this Lease is in full force and
effect and has not been modified except as may be represented by Landlord in the
statement of certificate delivered to Tenant.
29. INSURANCE.
(a) During the lease term, Tenant shall at its own expense, maintain
in full force a policy or policies of comprehensive liability
insurance, including property damage, written by one or more
responsible insurance companies licensed to do business in California,
and in good standing with the Insurance Commissioner of California,
that will insure Tenant and Landlord (or lender(s) of Landlord)
against liability for injury to persons and property and for death of
any person or persons occurring in or about the Premises. The
liability under such insurance shall not be less than Three Million
Dollars ($3,000,000.00) for bodily injury and One Million Dollars
($1,000,000.00) for property damage.
(b) During the lease term, Tenant shall maintain in full force on all
of its fixtures and equipment in the Premises, a policy or policies of
fire insurance with standard extended coverage endorsement, to the
extent of at lease eighty percent (80%) of their insurable value.
Landlord shall have no interest in the insurance upon Tenant's
equipment and fixtures and will sign all documents necessary or proper
in connection with the settlement of any claim or loss by Tenant.
(c) During the lease term, Landlord shall maintain in full force on
the Premises exclusive of Tenant's improvements, fixture and
equipment, a policy or policies of all-risk, hazard insurance and fire
insurance with standard extended coverage endorsement to the extent of
at least the full replacement value of the improvements located on the
Landlord's real property described in Exhibit "A", attached hereto,
exclusive of Tenant's fixtures, equipment, furnishings and other
personal property. As long as this Lease is in effect, the proceeds
from any such policy or policies shall be used for the repair or
replacement of the Premises pursuant to Paragraph "Damage or
Destruction:, above. Tenant shall pay its pro rata share of the amount
of the premium cost for this insurance (based on the property the
premium is covering), within ten (10 days of receipt from Landlord of
a copy of the premium statement for the particular premium. Tenant
shall pay a pro rata share of any premium or insurance which covers a
period prior
to the Commencement Date or subsequent to the expiration date of this
Lease.
Tenant shall provide Landlord with certificates of all policies,
require under subparagraph (a) and (b), including in each instance an
endorsement providing that such insurance shall not be canceled except after
thirty (30) days written notice to Landlord.
Landlord hereby releases Tenant, and Tenant hereby releases Landlord,
from any and all claims or demands for damages, loss, expense or injury to the
Premises, or to the improvements, fixtures and equipment, or personal property
or other property of either Landlord or Tenant in, about or upon the Premises
adjoining property, as the may be, which is caused by or results from perils,
events or happening which are the subject of insurance carried by the respective
parties and in force at the time of any such loss; provided, however, that such
mutual waiver shall be effective only to the extent permitted by the insurance
covering such loss.
30. CONDEMNATION. Should the whole or any part of the Premises be
condemned and taken by any competent authority for any public or quasi-public
use or purpose, or should Landlord make a conveyance in lieu thereof, all awards
payable on account of such condemnation and taking or conveyance shall be
payable to Landlord, and Tenant hereby waives all interest in or claim to said
awards, or any part thereof Tenant shall be entitled, however, to any award
based upon the taking of or damage to Tenant's trade fixtures and improvement to
the Premises to the extent Tenant has the right to remove them at the end of the
lease term., Tenant shall also be entitled to any award for removal or
relocation costs as well as injury to its business being conducted on the
Premises.
If the whole of the Premises shall be so condemned and taken or
conveyed, then this Lease shall terminate.
If a part only of the Premises is so condemned and taken or conveyed,
and the remaining portion thereof is not suitable for the purposes for which
Tenant has leased said Premises, Tenant shall have the right to terminate this
Lease. If by such condemnation and taking a part only of the Premises is taken,
and the remaining part thereof is suitable for the purposes for which Tenant has
leased said premises, this Lease shall continue, but the rental shall be reduced
in an amount proportionate to the value of the portion taken as it related to
the total value of the Premises.
31. WAIVER OF REDEMPTION BY TENANT, HOLDING OVER. Tenant hereby
waives for Tenant and for all those claiming under Tenant, all right now or
hereafter existing to redeem by order or judgment of any court or by any legal
process or writ, Tenant's right to occupancy of the leased Premises after any
termination of this Lease. If Tenant holds over the term hereof, with the
express or implied consent of Landlord, such tenancy shall be from month-to-
month only, and not a renewal hereof, or an extension for any further term, and
in such case rent shall be payable in the amount and at the time
specified in Paragraph "Rent", above, including adjustments for real property,
tax and assessments increase and consumer price index change. Such
month-to-month tenancy shall be subject to every other term, covenant, and
agreement contained herein.
32. RULES AND REGULATIONS. Landlord shall have the right from time to
time to adopt reasonable rules and regulations for the use of the Common Area by
all of the tenants within Landlord's Real Property and their respective agents,
employees, customers, and other invites. Attached hereto, marked Exhibit "C" and
incorporated herein by this reference, is a copy of the initial Rules and
Regulations to which Tenant shall be subject. Tenant, on behalf of itself and
its agents, employees, customers and other invites, agrees to abide by each and
every rule and regulation.
33. HAZARDOUS MATERIALS. As used in this Lease, the term "hazardous
materials" shall mean any substance or material which has been determined by the
State of California, the federal government, the City of Scotts Valley, or any
agency of said governments, to be capable of posing a risk of injury to health,
safety and property including, but not limited to, all of those materials and
substances designated as hazardous or toxic by the Environmental Protection
Agency, the California Water Quality Control Board, the US Department of Labor,
the California Department of Industrial Relations, and the Department of
Transportation, the Department of Agriculture, the Consumer Products Safety
Commission, the Department of Health, Education and Welfare, the Food and Drug
Administration or any other governmental agency now or hereafter authorized to
regulate materials and substances in the environment. Without limiting the
generality of the foregoing, the term "hazardous materials" shall include all of
those materials and substances defined as "toxic materials" in Section s 66680
through 66685 of Title 22 of the California Administrative Code, Division 4,
Chapter 30, as the same may be amended from time to time.
Landlord and Tenant shall promptly comply with all laws related to
hazardous materials, including any and all required monitoring and record
keeping, and any orders of a governmental authority requiring the cleanup and
removal of hazardous materials from the Premises. If the Premises, or any part
thereof (including the soil, surface water, ground water or the air in or about
the Premises), becomes contaminated by any hazardous material through any act or
omission of either party, its agents, employees, or invites, such party shall
promptly at its sole cost take all action necessary to clean up and remove such
contamination and restore the Premises to the condition existing immediately
prior to the existence of such hazardous material in or about the Premises.
Tenant's and Landlord's obligations under this Paragraph shall survive Lease
termination. Tenant shall immediately notify Landlord in writing if Tenant
causes or permits any hazardous material to be used or kept in or about the
Premises or know or has reasonable cause to believe that any hazardous material
has come to be located in or about the Premises or discovers the existence of
any hazardous material in or about the premises.
Landlord shall be solely responsible for the cost of any required
cleanup and removal of hazardous materials and/or toxic wastes which have been
placed or left
upon the Premises or the rest of Landlord's Real Property by Landlord. Landlord
shall immediately notify Tenant in writing if Landlord causes or permits any
hazardous material to be used or kept in or about the Premises or the rest of
Landlord's Real Property, or knows or has reasonable cause to believe that any
hazardous material has come to be located in or about the Premises or the rest
of Landlord's Real Property or discovers the existence of any hazardous material
in or about the Premises or the rest of Landlord's Real Property.
Each party shall indemnify the other and its successors and assigns
against and hold them harmless from any and all claims, demands, liabilities,
damages, including punitive damages, costs and expense, including reasonable
attorneys fees, herein collectively referred to as "Claims":
(1) Any Claim by a federal, state and local governmental agency
arising out of or in any way connected with the environmental condition of
the Premises including, but not limited to, claims for additional cleanup
of the Premises which is due to any act or omission of such party, its
agents, employees, or invites; and
(2) Any Claim by a successor in interest of Tenant (including a
mortgagee who acquires title to the Premises through foreclosure or by
accepting a deed in lieu of foreclosure), or by any subtenant, licensee, or
invitee of Tenant arising out of or in any way connected with the
environmental condition of the Premises.
34. DEFINED TERMS. The words "Landlord" and "Tenant" as used herein,
shall include the plural as well as the singular, words used in neuter gender
include the masculine and feminine and words in the masculine or feminine gender
include the neuter. If there be more than one Landlord or Tenant, the
obligations hereunder imposed upon Landlord or Tenant shall be joint and
several. The marginal headings or titles to the paragraphs of this Lease are not
a part of this Lease and shall have no effect upon the construction or
interpretation of any part thereof.
35. HEIRS. Subject to the provisions hereof relating to assignment,
mortgaging, pledging and subletting, this Lease is intended to and does bind the
heirs, executors, administrators, successors and assigns of any and all of the
parties hereto.
36. JURISDICTION. This Agreement shall be governed by and construed
in accordance with the laws of the State of California
37. TIME. Time is of the essence of this Lease.
38. SEVERABILITY If any term or provisions hereof is illegal or
invalid for any reasons whatsoever, such illegality or invalidity shall not
affect the validity of the remainder of this Lease.
39. ENTIRE AGREEMENT. This Lease contains the sole and entire
agreement of the parties, and correctly sets forth the rights, duties and
obligations of each to the other, and any prior agreements, promises,
negotiations, or representations not expressly set fourth in this Agreement are
hereby superseded and of no force and effect. Any changes to this Lease must be
in writing, signed by both Landlord and Tenant.
40. AUTHORIZATION. Tenant hereby represents to Landlord that the
party executing this Lease on behalf of Tenant, is authorized by Tenant to
execute this Lease and thus bind Tenant to all of the terms, covenants and
conditions contained herein.
Landlord hereby represents to Tenant that the party executing this
Lease on behalf of Landlord is authorized by Landlord to execute this Lease and
thus bind Landlord to all of the terms, covenants and conditions contained
herein.
41. TENANT'S REMEDY. If, as a consequence of a default by Landlord
under this Lease, Tenant recovers a money judgment against Landlord, such
judgments shall be satisfied only out of the proceeds of sale received upon
execution of such judgment and levied thereon against the right, title and
interest of Landlord in the real property described in Exhibit "A", attached
hereto, and out of rent or other income from such property receivable by
Landlord where out of consideration received by Landlord from the sale or other
disposition of all or any part of Landlord's right, title or interest in said
real property, and neither Landlord nor its agents shall be liable for any
deficiency.
Transfer of Landlord's interest in the event of a sale of conveyance
by Landlord of Landlord's interest in the Premises other than a transfer for
security purposes only, Landlord shall be relieved from and after the date
specified in any such notice of transfer of all obligations and liabilities
accruing thereafter on the part of Landlord provided that any funds in the hands
of Landlord at the time of transfer in which Tenant has an interest shall be
delivered to the successor of Landlord. This Lease shall not be effected by any
such sale and Tenant agrees to attorn to the purchaser or assignee provided all
of Landlord's obligations hereunder are assumed in writing by the transferee.
42. QUIET ENJOYMENT. So long as Tenant fully performs under the terms
and conditions of this Lease, Landlord covenants to Tenant quiet enjoyment of
the Premises.
43. Warranty. Landlord represents and warrants to Tenant that as of
the Commencement Date the Premises and all improvements shall comply with all
applicable laws and governmental regulations, that Landlord is the sole owner of
the Real Property where the Premises are situated and has not assigned, pledged,
transferred or otherwise encumbered its interest in the Real Property in a
manner which would preclude Landlord from entering into this Lease and fully
performing all of the covenants, terms and conditions contained herein, and that
Landlord has all right, authority and power to execute and perform under this
Lease.
44. SIGNAGE. Tenant shall have the right to place signs on the
exterior of the Premises so long as such signs are in full compliance with
applicable ordinances and regulation of the City of Scotts Valley and, if
required, all approvals and permits of said City have been obtained. Tenant must
also obtain approval from Landlord of design and location. Landlords approval
will not be unreasonably withheld.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the date
and year first above written.
SCOTTS VALLEY PARTNERS, a
California general partnership
By: /s/
---------------------------
Landlord
COAST COMMERCIAL BANK
By: /s/
---------------------------
Tenant
EXHIBIT "C"
RULES & REGULATIONS
1. Lessee shall not suffer or permit the obstruction of any Common Areas,
including driveways or walkways.
2. Lessee shall not keep animals or birds within the Office Building
Project, and shall not bring motorcycles or other vehicles into areas
not designated as authorized for same.
3. Lessee shall not make, suffer or permit litter except in appropriate
receptacles for that purpose.
4. Lessee shall not deface the walls, partitions or other surfaces of the
Premises or Office Building Project.
5. Lessee shall not suffer or permit anything in or around the Premises
or Building that causes excessive vibration or floor loading in any
part of the Office Building Project.
6. No exterior window coverings, shades, or awnings shall be installed or
used by Lessee, unless approved by Lessor and City of Scotts Valley.
7. Lessee shall not use any method of heating or air conditioning other
than as provided or approved by lessor.
8. The Premises shall not be used for lodging, cooking or food
preparation except in approved designated areas.
9. Lessee shall comply with all safety, fire protection and evacuation
regulations established by Lessor or any applicable governmental
agency.
10. Lessor reserves the right to waive any one of these rules or
regulations and/or as to any particular Lessee, and any such waiver
shall not constitute a waiver of any other rules or regulations or any
subsequent application thereof to such Lessee.
11. Lessee assumes all risks from theft or vandalism and agrees to keep
its Premises locked as may be required.
12. Lessor reserves the right subject to Lessee's review and comment, to
make such other reasonable rules and regulations as it may from time
to time deem necessary for the appropriate operation and safety of the
Office Building
Project and its occupants. Lessee agrees to abide by these and such
rules and regulations.
EXHIBIT "C" (CONT.)
13. Lessee will abide by all laws and/or ordinances established by the
State of California, County of Santa Cruz and City of Scotts Valley,
or any governmental agency having jurisdiction.
14. Parking areas shall be used only for parking by vehicles no longer
than full size passenger automobiles herein called "Permitted Size
Vehicles." Vehicles other than Permitted Size Vehicles are herein
referred to as "Oversize Vehicles" and must be parked in designated
parking spaces only.
15. Lessee shall not permit or allow any vehicles that belongs to or are
controlled by Lessee or Lessee's employees, suppliers, shippers,
customers, or invitees to be loaded, unloaded, or parked in areas
other than those designated for such activities for an unreasonable
length of time or that it blocks the normal flow of traffic.
16. Users of the parking area will obey all posted signs and park only in
the areas designated for vehicle parking.
17. Unless otherwise instructed, every person using the parking area is
required to park and lock his own vehicle. Lessor will not be
responsible for any damage to vehicles, injury to persons or loss of
property, all of which risks are assumed by the party using the
parking area.
18. The maintenance, washing, waxing or cleaning of vehicles in the Common
Areas is prohibited. (This rule (#18) does not apply to secured
parking area behind Building #l)
19. Lessee shall be responsible for seeing that all of its employees,
agents and invitees comply with the applicable parking rules,
regulations, laws and agreements.
20. Lessor reserves the right to modify these rules and/or adopt such
other reasonable and nondiscriminatory rules and regulations as it may
deem necessary for the proper operation of the parking area.
21. Such parking use as is herein provided is intended merely as a license
only and no bailment is intended or shall be created hereby.