INDEX
Section Page
1 PREMISES .......................................................... 1
2 TERM .............................................................. 1
3 HOLDING OVER ...................................................... 1
4 RENTAL
(a) Monthly Rent ............................................. 1
(b) Percentage Rent .......................................... 1
(c) Taxes .................................................... 2
(d) Personal Property Taxes .................................. 2
(e) Maintenance of Common Areas .............................. 2
(f) Insurance ................................................ 3
5 SECURITY DEPOSIT .................................................. 3
6 PURPOSE ........................................................... 3
7 OPERATION OF BUSINESS ............................................. 3
8 AREA CLAUSE ....................................................... 3
9 ADVERTISING AND MERCHANTS ASSOCIATION ............................. 3
10 ABANDONMENT ....................................................... 4
11 SURRENDER OF PREMISES ............................................. 4
12 ASSIGNMENT AND SUBLETTING ......................................... 4
13 USES PROHIBITED ................................................... 4
14 SIGNS ............................................................. 4
15 OBSTRUCTION ....................................................... 4
16 WASTE ............................................................. 4
17 COMPLIANCE WITH LAW ............................................... 4
18 RULES AND REGULATIONS ............................................. 5
19 EMPLOYEES' PARKING ................................................ 5
20 ALTERATIONS AND LIENS ............................................. 5
21 REPAIRS ........................................................... 5
22 SERVICES AND UTILITIES ............................................ 5
23 ENTRY BY LESSOR ................................................... 5
24 INDEMNIFICATION OF LESSOR ......................................... 5
25 LESSEE INSURANCE .................................................. 6
26 FIRE CLAUSE ....................................................... 6
27 PUBLIC APPROPRIATION .............................................. 6
28 INSOLVENCY OR BANKRUPTCY .......................................... 6
29 RECEIVER ON BEHALF OF LESSOR ...................................... 6
30 DEFAULT ........................................................... 6
31 ATTORNEY'S FEES ................................................... 7
32 SALE BY LESSOR .................................................... 7
33 EXCUSE OF PERFORMANCE ............................................. 7
34 SUBORDINATION ..................................................... 7
35 OFFSET STATEMENTS ................................................. 7
36 WAIVER ............................................................ 7
37 PARTIAL INVALIDITY ................................................ 7
38 NOTICE OF LEASE ................................................... 8
39 NOTICES ........................................................... 8
40 SUCCESSORS ........................................................ 8
41 ENTIRE AGREEMENT .................................................. 8
42 MISCELLANEOUS ..................................................... 8
43 CONSTRUCTION OF IMPROVEMENTS ...................................... 8
44 JOINT OPENING ..................................................... 8
45 FINANCING ......................................................... 8
46 RIGHT TO RELOCATE ................................................. 8
47 CONSTRUCTION PHASES ............................................... 9
48 TELEPHONES ........................................................ 9
49 MAINTENANCE CONTRACTS ............................................. 9
Exhibit Page
A SITE PLAN & DESCRIPTION OF PREMISES............................. 10
B RULES AND REGULATIONS........................................... 11
C. SCOPE OF WORK................................................... 12
SHOPPING CENTER LEASE
PARTIES
THIS LEASE made the day of November 1986 between Friend, Friend and
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Friend, a partnership as Lessor and Coast Commercial Bank as Lessee
1. PREMISES
Lessor does hereby lease to Lessees and Lessee hereby hires from Lessor
those certain premises (hereinafter called "premises") outlined in red on
Exhibit A, attached hereto and made a part hereof said premises being
approximately commonly known as 720 Front Street, Santa Cruz, California 95060
square feet more specifically described as that free standing building and land
on the North end of that shopping center located at Front and Soquel in Santa
Cruz as shown on Exhibit "A: attached hereto, being approximately 5,760 square
feet of building.
2. TERM
Said leasing is upon and subject to the terms, covenants and conditions to
be kept and performed and this lease is made upon the condition of such
performance
Said leasing is for a term of One hundred twenty (120) months beginning on
June 1, 1987 and terminating on May 31, 1997.
3. HOLDING OVER
Any holding over after the expiration of the said term, with or without the
consent of Lessor, shall be construed to be a tenancy from month to month, and
shall be on the terms and conditions herein specified, so far as applicable.
Such holding over shall not constitute an extension of this lease during such
holding over. Lessee shall pay rent at one hundred ten percent (110%) of the
highest monthly rent paid during the term of the Lease, and shall provide Lessor
with written notice at least one month prior to the date of termination as such
monthly tenancy of his intention to terminate such tenancy.
4(a). RENTAL
(1) Lessee agrees to pay minimum monthly rental in advance on the first
day of each calendar month throughout the demised term without deduction of
offset of any kind as follows
First Year: $8000.00 per month.
Second Year: $8500.00 per month.
Third Year: $9000.00 per month.
Fourth Year: $10000.00 per month.
Fifth Year: $11000.00 per month.
Sixth year through tenth year: See addendum paragraph 50
(2) Lessee agrees that should his rental or any other amount due Lessor
pursuant to this Lease not be paid within fourteen (14) days of the date due,
that Lessor will incur additional expense of management, accounting and legal
costs in an amount impossible to determine with certainty at the time and the
parties therefore agree pursuant to the provisions of California Civil Code,
Sections 1951.5, 1670 and 1671, that Lessor shall recover an additional ten
percent (10%) of the outstanding rental amount as liquidated damages and the
same shall become immediately due and payable. Failure to pay any such late
charge shall bear the same consequence, and Lessor shall have the same remedies
as provided in the Lease for a failure to pay rent.
(3) In the event the term of this Lease commences other than on the first
day of a calendar month, the first and last month's rental shall be prorated
accordingly. Remittance shall be made to Lessor at such address as shall from
time to time be designated by Lessor to Lessee in writing.
(4) Not used.
(b). PERCENTAGE RENT - NOT USED
(c). TAXES
Lessee agrees to pay to Lessor in each year of the demised term as
additional rental an amount equal to One hundred percent (100.00*%) of all real
property taxes on the shopping center land and improvements thereon and any
special assessments on the property and improvements hereby demised. Such
additional rental shall be prorated for the first and last years of the demised
term to reflect periods during either or both of said years not included within
the demised term. Payment of rental under this paragraph shall be made within
fifteen (15) days of presentation of the tax bill from Lessor to Lessee. The
amount of taxes to be paid by Lessee, as set forth above, shall include any
taxes, in whole or in part, assessed in lieu of or as an addition to real
property taxes including without limitation a tax or
excise on gross sales, rents, rental income, profits or otherwise. *Separate
tax parcel number 005-082-19. See addendum paragraph 53.
(d). PERSONAL PROPERTY TAXES
Lessee agrees to pay before delinquency, any and all taxes levied or
assessed and which become payable during the term hereof on all equipment,
fixtures, and other personal property located on the premises.
(e). MAINTENANCE OF COMMON AREAS
(1) The halls, toilets, and other common areas within the buildings of
which the demised premises form a part as well as the parking lot, walkways, and
landscaped areas within the property, shall be deemed to be the common areas. In
addition to the rental heretofore provided for Lessee shall pay unto Lessor
twenty-one and 15/100 percent (21.15*%) of the cost of maintenance of such
common areas. Cost of maintenance may include upkeep, repairs and replacement to
and of improvements in the common areas, paving, landscaping, signs, lighting,
storm and sanitary sewer, utility services, police protection, night watchman,
sanitary control, scavenger service, public liability and property damage
insurance premiums, personal property taxes, termite inspection, maintenance,
depreciation of machinery and equipment used in such maintenance, the cost of
personnel to implement such services and any and all other expenses, including
ten percent (10%) of all the foregoing costs to cover the Lessor's
administrative and overhead costs, related to the existence of said common areas
and their use by and for the benefit of the several Lessees of the building or
buildings of which the demised premises form a part their employees, customers,
and invitees.
(2) Cost of maintenance as aforesaid shall be determined periodically, but
not more often than monthly, and Lessee shall reimburse Lessor for his proper
proportion thereof within fifteen (15) days from data of receipt of the
computation of said cost of maintenance and demand therefore from Lessor. The
manner and method of operation, maintenance, upkeep and repair shall be at the
sole and absolute discretion of Lessor, and all costs in connection therewith
incurred by Lessor in good faith shall conclusively and finally bind Lessee.
(3) All automobile parking areas, driveways, entrances and exits thereto,
and other facilities furnished by Lessor in or near the shopping center,
including employee parking area, the truck way or ways, loading docks, package
pick-up stations, pedestrian sidewalks and ramps, landscaped areas, exterior
stairways, first-aid stations, comfort stations, and other areas and
improvements provided by
Lessor for the general use, in common, of Lessees, their officers, agents,
employees and customers, shall at all times be subject to the exclusive control
and management of Lessor and Lessor shall have the right from time to time to
establish, modify and enforce reasonable rules and regulations with respect to
all facilities and areas mentioned in this article. Lessor shall have the right
to construct, maintain and operate lighting facilities on all said areas and
improvements to police the same from time to time to change the areas, level,
location and arrangement of parking areas and other facilities hereinabove
referred to; to restrict parking by Lessees, their officers, agents and
employees to employees' parking areas; to enforce parking charges (by operation
of meters or otherwise) with appropriate provisions for free parking areas or
facilities; to discourage non-customer parking; and to do and perform such other
acts in and to said areas and improvements as in the use of good judgment, the
Lessor shall determine to be advisable with a view to the improvement of the
convenience and use thereof by Lessees, their officers, agents, employees and
customers. Lessor shall further have the right to bill Lessee its share as per
the percentage in Paragraph 1 hereinabove, of any charge for parking imposed on
the Lessor or the shopping center, by any governmental or quasi-governmental
agency or body, however computed. Lessor will operate and maintain the common
facilities referred to above in such manner as Lessor, in its sole discretion,
shall determine from time to time. Without limiting the scope of such
discretion, Lessor shall have the full right and authority to employ all
personnel and to make all rules and regulations pertaining to and necessary for
the proper operation and maintenance of the common areas and facilities. Lessor
hereby reserves the right at any time to make alterations or additions to and to
build additional stories on the building in which the premises are contained and
to build adjoining the same. Lessor also reserves the right to construct other
buildings or improvements in the shopping center from time to time and to make
alterations thereof or additions thereto and to build additional stones on any
such building or buildings and to build adjoining same and to construct double-
deck or elevated parking facilities. *This percentage is based on lessee's
prorata share of the square footage of the shopping center, excluding the Long's
space is responsible for its own maintenance of the common areas.
(f). INSURANCE
Lessee agrees to pay Lessor in each year of the demised term an additional
rental an amount equal to Twelve and 20/100 percent (12.20%) of all insurance
premiums on the shopping center improvements. Said insurance may include
Standard Form Fire Policy with Extended Coverage and Vandalism and Malicious
Mischief Coverage, Broad Form Bolier Coverage, Rental income insurance with one
hundred percent (100% contribution covering all rental and any other payments
due and payable to Lessor, All-Risk and/or Difference in Conditions Coverage,
including flood and earthquake coverage. General Liability Coverage, and any
other business insurance deemed necessary by Lessor. Said insurance shall be in
amounts not greater than the full insurable replacement cost of the shopping
center improvements.
5. SECURITY DEPOSIT
Lessee has deposited with Lessor the sum of ten thousand dollars
($10,000.00). Said sum shall be held by Lessor as security for the faithful
performance by Lessee of all of the terms, covenants, and conditions of this
Lease to be kept and performed by Lessee during the term hereof. If Lessee
defaults with respect to any provision of this Lease, including but not limited
to the provisions relating to the payment of rent, Lessor may (but shall not be
required to) use, apply or retain all or any part of the security deposit for
the payment of any rent or any other sum in default, or for the payments of any
other amount which Lessor may spend or become obligated to spend by reason of
Lessee's default. If any portion of said deposit is so used or applied, Lessee
shall, upon demand therefor deposit cash with Lessor in an amount sufficient to
restore the security deposit to its original amount and Lessee's failure to do
so shall be a material breach of the Lease. Lessor shall not be required to keep
the security deposit separate from its general funds, and Lessee shall not be
entitled to interest on such deposit. If Lessee shall fully and faithfully
perform every provision of this Lease to be performed by it, the security
deposit or any balance thereof shall be returned to Lessee (or, at Lessor's
option, to the assignee of Lessee's interests hereunder) at the expirations of
the Lease term. In the event of termination of Lessor's interest in the Lease.
Lessor shall transfer said deposit to Lessor's successor in interest.
6. PURPOSE
Lessee agrees to use and occupy the premises during the term hereof for the
purpose of operating a commercial bank and for no other purpose whatever without
the written consent of Lessor. Lessor shall not use or permit said premises, or
any part thereof, to be used for any purposed other than the purposes for which
the said premises are hereby leased.
7. OPERATION OF BUSINESS
Lessee shall continuously use, occupy and operate all of the demised
premises during the entire term of this Lease for the purpose provided in
Paragraph 6 and no other without consent of Lessor, with due diligence and
efficiency so as to produce all of the gross sales which may be produced by such
manner of operation, unless prevented from doing so by causes beyond Lessee's
control. Subject to inability by reason of strikes or labor disputes. Lessee
shall carry at all times in said premises a stock of merchandise of such size,
character and quality as shall be reasonably designed to produce the maximum
return to Lessor and Lessee. Lessee shall conduct its business in the demised
premises during the regular customary days and hours of such type of business in
the city or trade area in which the shopping center is located, and will keep
the leased premises open for business during the same days,
nights and hours as stores located in the shopping center, or during the same
days, night and hours agreed upon by a majority of the members of the Merchants'
Association, if any. Lessee shall keep the display windows and signs, if any,
in the demised premises well lighted during the hours from sundown to 11:00 p.m.
unless prevented by causes beyond the control of Lessee.
8. AREA CLAUSE
Lessee agrees that during the term of its lease it will not, nor will any
person, firm, or corporation which controls or is controlled by Lessee, own,
operate, or become financially interested in a business similar to the one to be
operated by Lessee hereunder within three (3) miles in any direction from the
demised premises, excluding, however, any business being conducted as of the
date of this Lease. Lessee agrees that from and after the expiration or earlier
termination of the demised terms, it will not, nor will any person, firm, or
corporation which controls or is controlled by Lessee, operate under or use in
any manner any name which includes the name of the shopping center in which the
demised premises form a part.
9. NOT USED
10. ABANDONMENT
Lessee shall not vacate or abandon the premises at any time during the term
hereof, and if Lessee should abandon, vacate or surrender said premises or be
dispossessed by process of law, or otherwise, it shall be a breach of this Lease
and any personal property belonging to Lessee and left on the premises shall be
deemed to be abandoned, and an addition to any other rights which Lessor may
have. Lessor may remove any personal property belonging to Lessee which remains
on the demised premises and store the sane, the cost of such removal and storage
to be charged to the account of Lessee.
11. SURRENDER OF PREMISES
The voluntary or other surrender of this Lease by Lessee, or a mutual
cancellation thereof shall not work a merger, but shall at the option of the
Lessor terminate all or any existing subleases or
subtenancies, or may at the option of Lessor, operate as an assignment to it
of any or all such subleases or subtenancies.
12. ASSIGNMENT AND SUBLETTING
Lessee shall not assign this Lease or any interest therein, nor lease or
sublet the said premises, or any part thereof, or any right or privilege
appurtenant thereto, nor permit the occupancy or use of any part thereof by any
other pension, without the written consent of the Lessor first had and obtained,
and a consent to one assignment, subletting, occupancy or use, shall not be
construed as a consent to any subsequent assignment, subletting, occupancy or
other use, shall be based upon standards and conditions as follows: The credit
rating of the new tenant; the similarity of the proposed use to the previous
use; the nature or character of the new tenant; the requirements of the new
tenant for services furnished by Lessor; the impact of the new tenant on a
common facilities. Any such assignment, subletting, occupancy, or use, without
the prior written consent of Lessor, shall at the option of Lessor terminate the
Lease and any such purported assignment, sublease, occupancy, or use, without
the prior written consent of Lessor, shall not nor shall any interest therein be
assignable as to the interest of Lessee by operation of law, without the
written consent of Lessor. Transfer of fifty percent (50%) or more of the stock
or effective management control of Lessee shall constitute an assignment under
the terms of this paragraph. SEE ADDENDUM PARAGRAPH 54.
13. USES PROHIBITED
Lessee shall not do or permit anything to be done in or about the premises
or any other areas of the shopping center, nor bring or keep anything therein
which will in any way increase the existing rate of or affect any insurance,
including but not limited to fire, extended coverage, vandalism, malicious
mischief, flood, liability, etc., upon the buildings or any of its contents or
any other building or common areas of the shopping center, or cause a
cancellations of any insurance policy covering said building or any part thereof
or any of its contents. Lessee agrees that if any such activity causes an
increase in any or all insurance premium rates, it will pay such increase in
premiums to Lessor within ten (10) days after receipt by Lessee from Lessor of a
bill setting forth the amount of such increase. In the event any of Lessee's
activities shall cause cancellation of any insurance policy covering the leased
premises, Lessee shall immediately cease to conduct such activity. Lessee shall
not conduct or permit to be conducted any sale of auction on or from said
premises.
14. SIGNS
Lessee shall not place or permit to be placed any sign, marquee, awning,
decoration, security bars, or other attachment on or to the roof, front,
windows, doors, visible interior walls or exterior walls of the demised premises
without the written consent of Lessor first had and obtained. Lessor may,
without liability, enter upon the premises and remove any such sign, marquee,
awning, decoration or attachment affixed in violations of this paragraph.
Lessee agreeing to pay the cost of removal thereof. Lessor may establish rules
and regulations as to the size, type, and design of all exterior signs and
decorations and Lessee agrees to abide thereby. Lessee shall not exhibit or
affix flags, pennants, banners or similar items on or to the exterior or
interior of the windows or doors. Lessee shall at all time maintain the doors
and store front in a neat and clean condition. Lessee shall not place anything
or allow anything to be placed near the glass of any window, door, partition, or
wall which in the opinion of Lessor appears unsightly from outside the premises.
15. OBSTRUCTION
Lessee shall not obstruct the sidewalks and paved areas adjacent to the
demised premises or any portion of the property on which the demised premises
are situated.
16. WASTE
Lessee shall not commit, or suffer to be committed, any waste upon said
premises, or any nuisance, or other act or thing which may disturb the quiet
enjoyment of any other tenant in the shopping center in which the demised
premises may be located or in any way obstruct, interfere with, injure or annoy
them, or do or permit to be done anything in any way tending to disturb them.
17. COMPLIANCE WITH LAW
Lessee shall not use the premises or permit anything to be done in or about
the premises which will in any way conflict with any law, statute, ordinance or
governmental rule or regulation now in force or which may hereafter be enacted
or promulgated. Lessee shall at its sole cost and expense promptly comply with
all laws, statutes, ordinances and governmental rules, regulations or
requirements now in force or which may hereafter be in force and with the
requirements of any board of fire underwriters or other similar body now or
hereafter constituted relating to or affecting the condition, use or occupancy
of the premises, excluding structural changes not related to or affected by
Lessee's improvements or acts. The judgment of any court of competent
jurisdiction or the admission of Lessee in any action against Lessee, whether
Lessor be a party thereto or not that Lessee has violated any law, statute,
ordinance or governmental rule, regulations or requirement shall be conclusive
of that fact as between Lessor and Lessee.
18. RULES AND REGULATIONS
Lessee shall faithfully observe and comply with the rules and regulations
attached to this Lease, marked Exhibit B, and all reasonable modifications of
and additions thereto from time to time put into effect by Lessor, provided that
in such event Lessor shall give written notice thereof to Lessee. Lessor shall
not be responsible to Lessee for the non-performance by any other tenant or
occupant of the building of any said rules and regulations.
19. EMPLOYEES' PARKING
Lessee agrees that Lessee and Lessee's employees and agents will park their
automobiles only in that area designated by Lessor for said parking. All other
parking areas are reserved for customers. Should there be any violations of this
provision after written notice from Lessor. Lessee agrees to pay Lessor the sum
of Twenty-Five and No/100 Dollars ($25.00) for each violation and if the
violations persist, Lessee agrees that the offending automobile may be towed to
the designated employee parking area at the expense of Lessee.
20. ALTERATIONS AND LIENS
Lessee shall not make, or allow to be made, any alterations of the demised
premises, or any part thereof, without the written consent of Lessor first had
and obtained and any additions to or alterations of the said premises shall
become at once a part of the realty and belong to Lessor, at Lessor's option.
Lessee shall retain title to all movable furniture and trade fixtures placed in
the property by him. All heating, lighting, plumbing, electrical and air
conditioning installations made by Lessee shall be and become the property of
Lessor upon installation and shall not be deemed trade fixture. If written
consent of Lessor to any proposed alterations by Lessee shall have been
obtained, Lessee agrees to advise Lessor in writing in advance of the data upon
which such alterations will commence in order to permit Lessor to post notices
of non-responsibility. Lessee agrees to post a performance bond in an amount to
be determined by Lessor, should Lessor request that Lessee obtain the same.
Lessee shall keep the demised premises free from any and all liens arising out
of any work performed, materials furnished or obligations incurred by Lessee. In
the event Lessor consents to the making of any alterations, additions or
improvements to the premises by Lessee, the same shall be made by Lessee at
Lessee's sole cost and expense and any contractor or person selected by Lessee
to make the same must
first be approved of in writing by Lessor. Upon the expiration or sooner
termination of the Lease, Lessee shall, upon demand by Lessor, at Lessee's sole
cost and expense, remove any alterations, additions or improvements made by
Lessee, designated by Lessor to be removed and Lessee shall immediately, at its
sole cost and expense, repair any damage to the premises caused by such removal.
21. REPAIRS
Lessee shall, at his sole cost, keep and maintain said premises and
appurtenances and every part thereof (except exterior walls and roofs)
including, without limitation, glazing storefront, walls, floors, ceilings,
doors, electrical facilities and equipment, including lighting fixtures,
plumbing, air conditioning, heating and sewer facilities, and the interior of
the premises, in good and sanitary order, condition and repair. The Lessor
agrees to maintain the roof over said demised premises in good order and repair.
Lessor agrees to keep all drains and gutters and surfaces of the said roof free
and clear of leaves and debris. It is an express condition precedent to all
obligations of Lessor to repair and maintain that Lessee shall have notified
Lessor in writing of the need of such repairs or maintenance. After such notice,
Lessor shall have a reasonable time in which to effect the necessary repairs or
maintenance. Lessee agrees that any delay by Lessor in the performance of the
obligations of this section shall not be a basis for Lessee canceling this
agreement or for non-performance by Lessee of any of the terms hereunder. By
entry hereunder, Lessee accepts the premises as being in good sanitary order,
condition and repair, and agrees on the last day of said term, or sooner
termination of this Lease, to surrender unto Lessor said premises with said
appurtenances in the same condition as when received, reasonable use and wear
thereof and damage by fire, act of God or by the elements excepted, and to
remove all of Lessee's signs from said premises. In the event that the
provisions of any law, ordinance, or rule now in force or hereafter enacted by
Municipal State or National authority, requires by reason of Lessee's use of the
premises, any alterations, additions, repairs or acts of any kind to be done in
connection with the premises or any part thereof, the same shall be done at the
sole cost and expense of Lessee. It is specifically understood and agreed that
Lessor has no obligations and has made no promises to alter, remodel, improve,
repair, decorate or paint the premises, or any part thereof, and that no
representations respecting the condition of the premises or the building of
which the premises are a part have been made by Lessor to Lessee, except as
specifically herein set forth. If Lessee fails to perform Lessee's obligations
under this section, Lessor may, at Lessor's option, enter the premises and put
the same in good order, condition, and repair, and the cost thereof shall become
due and payable as additional rental by Lessee to Lessor upon demand, but
nothing contained in this sentence shall be deemed to impose any duty upon
Lessor or affect in any manner the obligations placed upon Lessee by this
section.
22. SERVICES AND UTILITIES
Lessee, from the time it first enters the premises for the purpose of
setting fixture, or from the commencement of the term of this Lease, whichever
date shall first occur, and throughout the term of this Lease shall pay for
water, gas, heat, air conditioning, light, power, telephone service and all
other services supplied to or consumed in or on the leased premises. Lessee
shall not allow refuse, garbage, or trash to accumulate outside of the demised
premises. Lessee shall not be entitled to any abatement or reduction of rental
and Lessor shall not be liable for an interruptions in any of the foregoing when
such failure is caused by accidents, breakage, repair, strikes, lockouts, or
other labor disturbances or labor disputes of any character, or by any other
cause, similar or dissimilar. Wherever heat-generating machines or equipment are
used in the premises which affect the temperature otherwise maintained by the
air conditioning system, Lessor reserves the right to install supplementary air
conditioning units in the premises or any other part of the shopping center and
the cost thereof, including the cost of installation and the cost of operation
and maintenance thereof, shall be paid by Lessee to Lessor upon demand by
Lessor.
23. ENTRY BY LESSOR
Lessee shall permit Lessor and his agents to enter the demised premises at
all reasonable times for any of the following purposes: To inspect the same; to
show said premises to prospective purchasers; to maintain the building in which
the said premises are located; to make such repairs to the demised premises as
Lessor is obligated or may elect to make; to make repairs, alterations,
additions or utility installations to any other portion of the building in
which the demised premises are located, including the erection and maintenance
of such scaffolding, ladders, fences and props as may be required; to post
notices of non-responsibility for alterations, additions, repairs or utility
installations; for the purpose of placing upon the property in which said
premises are located any ordinary "for sale" sign. Lessee shall permit Lessor
within one hundred and twenty (120) days prior to the expiration of this Lease
to place upon the premises ordinary "for lease" signs, and to show said premises
to prospective lessees, during reasonable business hours.
Lessor, or his agent, shall have the right to use any and all means which
Lessor may deem proper to open said doors in an emergency, in order to obtain
entry to the premises, and any entry to the premises obtained by Lessor, or his
agents, by any of said means, or otherwise, shall not under any circumstances be
construed or deemed to be a forcible or unlawful entry into, or a detainer of,
the premises, or an eviction of Lessee from the premises or any portion thereof.
24. INDEMNIFICATION OF LESSOR
Lessor shall not be liable to Lessee, and Lessee hereby waives all claims
against Lessor, for any injury or damage to any person or property in or about
the premises by or from any cause whatsoever, and without limiting the
generality of the foregoing, whether caused by water leakage of any character
from the roof, walls, basement or other portion of the premises or the building
or caused by gas, fire, oil, electricity or any cause whatsoever in, on or about
the premises or the building or any part thereof. Lessor shall not be liable to
Lessee, his officers, agents, employees, customers, invitees, or third parties
for loss or damage to property, including goods, wares and merchandise, or for
injury or death to persons in, on or about the demised premises. Lessee agrees
to indemnify and save Lessor harmless of and from any and all cost expense,
claims, demands, obligations and liabilities cause or causes of action by reason
of or in connection with the condition of, state of repair or use of the
demised premises or appurtenances thereto, including all adjacent sidewalks,
alleys and parking lots, if any. Lessee's agreement to hold Lessor harmless
under the provisions of this paragraph shall include Lessee's obligation to pay
Lessor reasonable attorney's fees and costs incurred in connection with the
settlement, trial or appeal of any such matter wherein the Lessor must defend
against any such claim, demand or cause of action.
Lessor shall not be liable to Lessee for any damage by or from any act of
negligence of any co-tenant or other occupant of the same building or by any
owner or occupant of adjoining or contiguous property. Lessee agrees to pay for
all damage to the building, as well as to tenants or occupants caused by
Lessees, its agents, servants, employees or invitees misuse or neglect of said
premises, its apparatus and appurtenances.
25. LESSEE INSURANCE
Lessee shall during the entire term hereof keep in full force and effect a
policy of public liability and property damage insurance with respect to the
leased premised and the business operated by Lessee and any subtenants of Lessee
in the leased premises in which the limits of public liability shall be not less
then One Hundred Thousand Dollars ($100,000) for one person injured in one
occurrence and not less than Three Hundred Thousand Dollars ($300,000) for more
than one person injured in one occurrence and in which the property damage
liability shall be not less than Fifty Thousand Dollars ($50,000). Lessee also
agrees to carry a One Million Dollar ($1,000,000) catastrophe "umbrella"
liability policy with a thirty (30) day notice or cancellation clause. The
policy shall name Lessor, any person, firms or corporations designated by Lessor
and Lessee as insured and shall contain a clause that the insurer will not
cancel or materially change the insurance without first giving Lessor thirty
(30) days prior written notice. The insurance shall be with an insurance company
approved by Lessor and a copy of the policy or a certificate of insurance shall
be delivered to Lessor. Lessee agrees that in the event of any loss due to any
peril for which they have agreed to provide insurance or otherwise, that it
shall look solely to its insurance for recovery and does hereby grant to Lessor,
on behalf of any insurer providing insurance with respect to the demised
premises, a waiver of any right of subrogation which any such insurer of Lessee
may acquire against Lessor by virtue of payment of any loss under such
insurance.
26. FIRE CLAUSE
In the event of partial destruction of demised premises during said term
from any cause insured under a Standard Form of Fire and Extended Coverage
Insurance policy, Lessor shall forthwith repair the same, provided such repairs
can be made within (90) days from date of such destruction, under the then
applicable laws and regulations of Federal, State, County and Municipal
authorities and in the light of the extent of such damage and the then condition
of the labor market and availability of materials and supplies, but such partial
destruction shall in no way annul or void this Lease except that Lessee shall be
entitled to a proportionate reduction to be based upon the extent to which the
making of such repairs shall interfere with the business carried on by Lessee in
the said premises. If Lessor need not make such repairs, but never the less
elects within a reasonable time to make the same, this Lease shall continue in
full force and effect and the rent shall be proportionately reduced as
hereinabove provided in the event that Lessor does not so elect to make such
repairs or such repairs cannot be made, this Lease may be terminated at the
option of either party. In respect to any partial destruction which Lessor is
obligated to repair or may elect to repair under the terms of this paragraph,
the provisions of Section 1932. Subdivision 2 and of Section 1933, Subdivision
4, of the Civil Code of the State of California are waived by Lessee. In the
event that the building in which the demised premises may be situated be
destroyed to the extent of not less than twenty-five percent (25%) of the
replacement cost of said building. Lessor may elect to terminate this Lease,
whether the demised premises be injured or not. A total destruction of the
building in which the said premises be situated shall at the option either of
Lessor Lessee, terminated this Lease. Lessee agrees that in the event of any
loss due to any peril for which it has agreed to provide insurance, that it
shall look solely to its insurance for recovery, and does hereby grant to
Lessor, on behalf of any insurer providing insurance with respect to the demised
premises, a waiver of any right of subrogation which any such insurer of Lessee
may acquire against Lessor by virtue of payment of any loss under such
insurance.
Lessor shall not be required to repair any injury or damage by fire or
other cause, or to make any repairs or replacements of any fixtures, contents,
or any other property contained or installed in the premised by Lessee. Anything
to the contrary contained in this paragraph notwithstanding, Lessor shall not
have any obligation whatsoever to repair, reconstruct or restore the premises
when the damage resulting from any casualty covered under this paragraph occurs
during the last twelve (12) months of the term of this Lease or any extension
thereof, nor shall Lessor be required to make any expenditures greater than the
actual amount of any insurance recovery.
27. PUBLIC APPROPRIATION
In the event any proceedings shall be commenced by any public or quasi-
public authority under the powers of eminent domain, condemnation, or otherwise
affecting the demised premises, Lessee shall have no right to claim any
valuation for his leasehold interest or otherwise by reason of his occupancy of
or improvements to the premises, and any award adjudicated or by way of
settlement shall belong in its entirety to Lessor. Lessee shall, however, be
entitled to any award made to him for depreciation to and cost of removal of
stock, fixtures, and equipment placed in the demised premises by Lessee,
provided that said award does not otherwise diminish the amount to be received
by Lessor. In the event of a partial taking of the said premises, the rent shall
be reduced in the proportion that the floor area taken bears to the total floor
area prior to the taking. If more than twenty-five percent (25%) of the floor
area of said premises is taken, only then may Lessee, at Lessee's option,
terminate this Lease as of the date the public or quasi-public authority takes
possession of said portion by giving written notice to Lessor within ten (10)
days after the public or quasi-public authority takes such possession. If Lessee
does not terminate this Lease as hereinabove provided, then the rent payable
shall be reduced as set forth above. If any part of building other than the
demised premises shall be so taken or appropriated Lessor shall have the right,
at its option, to terminate this Lease and shall be entitled to the entire
award, as provided above.
In the event of a condemnation of a leasehold interest in all or a portion
of the leased premises, without the condemnation of the fee simple title also,
this Lease shall not terminate and such condemnation shall not excuse Lessee
from full performance of all of its covenants hereunder, but Lessee, in such
event, shall be entitled to present or pursue against the condemning authority
its claim for, and to receive, all compensation or damages sustained by it by
reason of such condemnation, and Lessor's right to recover compensation or
damages shall be limited to compensation for and damages, if any, to its
reversionary interest, it being understood, however, that during such time as
Lessee shall be out of possession of the leased premises by reason of such
condemnation, and the Lease shall not be subject to forfeiture for failure to
observe and perform those covenants not calling for the payment of money. In the
event of condemning authority shall fail to keep the premises in the state of
repair required hereunder, or to perform any other covenant not calling for the
payment of money, Lessee shall have ninety (90) days after the restoration of
possession to it within which to carry out its obligations under such covenant
or covenants. During such time as Lessee shall be out of possession of the
leased premises by reason of such leasehold condemnation. Lessee shall pay to
Lessor, in lieu of the minimum and percentage rents provided for hereunder, and
in addition to any other payments required of Lessee hereunder, an annual rent
equal to the average annual minimum and percentage rents paid by Lessee for the
period from the commencement of the term until the condemning authority shall
take possession, or during the preceding three full calendar years, whichever
period is shorter. At any time after such condemnation proceedings are
commenced, Lessor shall have the right at its option, to require Lessee full
performance of Lessee's covenants, hereunder, such compensation and damages
received pursuant to said assignment to be applied first to the payment of rents
and all other sums from time to time payable by Lessee pursuant to the terms of
this Lease as such sums fall due, and the remainder, if any, to be payable to
Lessee at the end of the term hereof or on restoration of possession to Lessee,
whichever shall first occur, it being understood and agreed that such assignment
shall not relieve Lessee of any of its obligations under this Lease with respect
to such rents, and other sums, except as the same shall be actually received by
Lessor.
28. INSOLVENCY OR BANKRUPTCY
The appointment of a receiver (except a receiver contemplated by Paragraph
29 hereof) to take possession of all or substantially all of the assets of
Lessee or of the operations of Lessee in the demised premises, or a general
assignment by Lessee for the benefit of creditors, or the filing of proceedings
or insolvency or bankruptcy by or against Lessee shall at the option of Lessor
constitute a default of this Lease by Lessee, such option to be exercised by
Lessor within ninety (90) days from receipt of actual notice of any of the
aforesaid events, and shall such option be exercised. Lessor shall have all the
remedies available under Paragraph 30 herein.
29. RECEIVER ON BEHALF OF LESSOR - NOT USED
30. DEFAULT
In the event of any breach of this Lease by Lessee, the Lessor, besides
other rights or remedies he may have, shall have the right of re-entry and may
remove all persons and property from the premises pursuant to legal proceedings
or pursuant to any notice provided for by law, and may store any such property
removed in a public warehouse or elsewhere, at the cost of, and for the account
of Lessee. Further, pursuant to legal proceedings Lessor may either terminate
this Lease or may, from time to time, without terminating this Lease, relet said
premises or any part thereof for such term or terms (which may be for a term
extending beyond the term of this Lease) and at such rental or rentals and upon
such other terms and conditions as Lessor in his sole discretion may deem
advisable, with the right to make alterations and repairs to said premises Upon
each such re-letting (a) Lessee shall be immediately liable to pay to Lessor,
inaddition to any indebtedness other than rent due hereunder, the cost and
expenses of such re-letting ad of such alteration sand repairs incurred by
Lessor, and the amount if any, by which the rent reserved in this Lease for the
period of such re-letting (up to, but not beyond the terms of this Lease)
exceeds the amount agreed to be paid as rent for the demised premises for such
period, or (b) at the option of Lessor, rents received by Lessor from such re-
letting shall be applied, first, to the payment of any indebtedness, other than
rend due here under from Lessee to Lessor; second, to the payment of any costs
and expenses of such re-letting and of such alterations and repairs; third, to
the payment of rent due and unpaid hereunder and the residue, if any, shall be
held by Lessor and applied in payment of future rent as the same may become due
and payable hereunder. If Lessee has been credited with any rent to be received
by such re-letting under Option (b) during any month be less than that to be
paid during that month by Lessee hereunder, Lessee shall pay any such deficiency
to Lessor. Such deficiency shall be calculated and paid monthly. No such re-
entry or taking possession of said premises by Lessor shall be construed as an
election on his part to terminated this Lease, unless a written notice of such
intention be given to Lessee, or unless the termination thereof be decreed by a
court of competent jurisdiction. Notwithstanding any such re-letting without
termination.
Lessor may at any time thereafter elect to terminate this Lease for such
previous breach. No such termination of this Lease shall relieve Lessee of its
liabilities and obligations under this Lease, and such liabilities and
obligations shall survive any such termination. In the event of any such
termination, whether or not the demised premises or any part thereof shall have
been re-let. Lessor may recover from Lessee all damages Lessor may incur by
reason of such termination, specifically, including the costs of recovering the
demised premises and including, as provided in California Civil Code Section
1951.2: (A) The worth at the time of award of any unpaid rent which had been
earned after termination; plus, (B) the worth at the time of the amount by which
the unpaid rent which would have been earned after termination until the time of
award exceeds the amount of such rental loss Lessee proves could have been
reasonably avoided; plus, (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
exceeds the amount of such rental loss that Lessee proves could be reasonably
avoided; plus (D) any other amount necessary to compensate Lessor for all the
detriment proximately caused by Lessee's failure to perform its obligations
under this Lease or which, in the ordinary course of things, would be likely to
result therefrom.
The term "rent," as used in this section, shall be deemed to be an d to
mean the rental, rental adjustment payments, taxes, common area maintenance
payments, percentage rent payments, and all other sums required to be paid by
Lessee pursuant to the term of this Lease. The term "rental loss," as used in
this section, shall be deemed to include, but shall not be limited by
implication to, all repossession costs, brokerage commissions, legal expenses,
reasonable attorney's fees, alteration costs and expenses of preparation of the
demised premises or parts thereof for re-letting.
As used in Subsections (A) and (B) above, the "worth at the time of award"
is computed by allowing interest at the rate of ten (10%) per annum. As used in
Subsection (C) above, the "worth at the time of award" is computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award, plus one percent (1%).
Nothing herein contained shall limit or prejudice the right of the Lessor
to prove for and obtain as liquidated damages by reason of such termination, an
amount equal to the maximum allowed by any statute or rule of law in effect at
the time when, and governing the proceedings in which, such damages are to be
proved, whether or not such amount be greater, equal to, or less than the amount
of the damages referred to above.
Lessee hereby waives all claim for damages that may be caused by Lessor's
re-entering and taking possession of the premises or removing and storing
furniture and property, as herein provided, and will save Lessor harmless from
loss, costs or damages occasioned Lessor thereby, and no such re-entry shall be
considered or construed to be a forcible entry as the same is defined in the
Code of Civil Procedure of the State of California.
31. ATTORNEY'S FEES
If Lessor shall be made a party to any litigation commenced by or against
Lessee, Lessee shall pay all costs, expenses and attorney's fees incurred by
Lessor in connection with such litigation, except in the event that such
litigation shall determine that Lessor has committed a breach of this Lease and
shall
adjudicate that Lessor is liable therefor. In the event of any action at law or
in equity between Lessor and Lessee to enforce any of the provisions and /or
right hereunder, the unsuccessful party to such litigation covenants and agrees
to pay to the successful party all costs and expenses, including reasonable
attorney's fees incurred therein by such successful party, and if such
successful party shall recover judgment in any such action or proceeding, such
costs, expenses and attorney's fees shall be included in and as part of such
judgment.
32. SALE BY LESSOR
In the event of a sale or conveyance by Lessor of the building containing
the premises, or conveyance of his interest in the demised premises, the same
shall operate to release Lessor from any future liability on any of the
covenants or conditions, expressed or implied, herein contained in favor of
Lessee, and in such event Lessee agrees to look solely to the responsibility of
the successor in interest of Lessor in and to this Lease. This Lease shall not
be affected by any such sale, and Lessee agrees to attorn to the purchaser or
assignee.
33. EXCUSE OF PERFORMANCE
Anything in this agreement to the contrary notwithstanding, providing such
cause is not due to the willful act or neglect of the Lessor, the Lessor shall
no be deemed in default, with respect to the performance of any of the terms,
covenants and conditions of this Lease, if same shall be due to any strike,
labor disturbance, lockout, civil commotion, war-like operation, invasion,
rebellion, hostilities, military or usurped power, sabotage, governmental
regulations or control, inability to obtain any material or service, difficulty,
delay or inability to obtain financing acceptable to Lessor, whether through
inclement weather, fire, flood, or other casualty, Act of God, or other cause
beyond the control of the Lessor.
34. SUBORDINATION
This Lease is and shall always be subordinate to any Mortgage, Deed of
Trust, Master Lease, Ground Lease, or any other lien which may result from any
form of financing or otherwise, which is now or shall at any time be placed upon
the demised premises or any part thereof or the building of which the demised
premises are a portion, and Lessee agrees to execute and deliver any instrument,
without cost, which may be deemed necessary to further effect the subordination
of this Lease to any such Mortgage, Deed of Trust, Master Lease, Ground Lease,
or any other lien which may result from any form of financing or otherwise, or
to any purchaser thereof or successor thereto. This Lease shall
not terminate if Lessee is not in default by Lessee shall attorn to said new
owner as if a party hereto, regardless of any rule or law to the contrary or
absence of privity of contract. In order that Lessor may obtain a loan against
said remises, or the building in which they are situated, at all time during the
term of this Lease. Lessee agrees to furnish Lessor with Lessee's financial
statements as required by any lending institution.
35. OFFSET STATEMENTS
Lessee shall at any time and from time to time, upon not less than ten (10)
days prior request by Lessor, execute, acknowledge, and deliver to Lessor a
statement in writing, and in recordable form, certifying the date of
commencement of this Lease, that this Lease is unmodified and in full force and
effect (or if there has been modification, that the same is in full force and
effect as modified and stating the date of modification ) and further stating
the dates to which the rent and other charges have been paid, and setting forth
such other matters as may reasonably be requested by Lessor.
36. WAIVER
The waiver by Lessor 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 by any subsequent breach of the same or any other term, covenant, or
condition therein contained. 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 rental so accepted, regardless of Lessor's knowledge of
such preceding breach of the time of acceptance of such rent.
37. PARTIAL INVALIDITY
This Lease is subject to the laws of the State of California, and it is
agreed between the parties hereto that if any word, phrase, clause, sentence,
article, provision, or paragraph of this Lease is or shall be held invalid or
unlawful under the laws of the State of California for any reason, the same
shall be deemed severed from the remainder hereof, and stricken therefrom, and
shall in no way affect or impair the validity of this Lease or any other portion
thereof and this Lease shall otherwise remain in full force and effect.
38. NOTICE OF LEASE
Either party hereto may record Notice or Memorandum hereof and what, when
so requested by the other party, execute such Notice or Memorandum of Lease.
When so requested, Lessor shall at Lessee's sole expense, provide to Lessee a
description of the demised premises which meets the standards for recording as
established by the laws of the state in which said premises are situated.
39. NOTICES
All notices and demands which may or are required to be given by either
party to the Lease shall be in writing. All notices and demands by the Lessor to
the Lessee shall be personally served or sent by United States certified or
registered mail postage prepaid, addressed to the Lessee at the premises or to
such other place as the Lessee may from time to time designate in a notice to
the Lessor. All notices and demands by the Lessee to the Lessor shall be
personally served or sent by United States certified or registered mail postage
prepaid, addressed to the Lessor or to such other person or place as the Lessor
may from time to time designate in a notice to the Lessee.
LESSOR - Friend, Friend, & Friend 585 Mission Street, San Francisco, California
94105
LESSEE - C.C.B. 104 Walnut Avenue, Suite 201, Santa Cruz, California 95060
40. SUCCESSORS
All the terms, covenants and conditions hereof shall be binding upon and --
- - --- to the benefit of the heirs, executors, administrators, successors and
assigns of the parties hereto provided that nothing in this paragraph shall be
deemed to permit any assignment, subletting, occupancy or use contrary to the
provisions of Paragraph 12. No assignee for the benefit of creditors, trustee,
receiver, or referee in bankruptcy shall acquire any rights under this Lease by
virtue of this paragraph.
41. ENTIRE AGREEMENT
This Lease may be modified in writing only if constitutes the entire
agreement of the parties who acknowledge that no oral or other representations
have been made by themselves or any agent of either of them with respect to the
condition of said premises or any obligation of the Lessor hereunder or
otherwise. The parties agree to execute any documents necessary to carry this
Lease into effect.
42. MISCELLANEOUS
(a) The paragraph titles in this Lease are fro convenience only and shall
not in any way limit or be deemed to construe or interpret the terms and
provisions hereof
(b) Time is of the essence of this Lease and of all provisions hereof
except in respect to the delivery of possession of the demised premises.
(c) The words "Lessor" and "Lessee" as used here shall include the plural
as well as the singular. Words used in the neuter gender include the masculine
and feminine. If there be more than one Lessor or Lessee, the obligations
hereunder imposed upon Lessor or Lessee shall be joint and several.
(d) This Lease shall be construed and enforced in accordance with the laws
of the State of California.
(e) Anything contained in the Lease to the contrary notwithstanding in the
event that the Lease terms has not commenced within three (3) years from the
date hereof, this Lease shall terminate and be of no further force or effect.
(f) Clauses, ----, and riders, if any, signed by Lessor and Lessee and
endorsed on or affixed to this Lease are a part hereof.
43. THROUGH 48. NOT USED
49. MAINTENANCE CONTRACTS
Lessee agrees to obtain and keep in full force and effect maintenance
contracts for the heating and air conditioning units servicing the leased
premises with a maintenance company approved by Lessor in writing. Lessee agrees
to provide Lessor with a copy of the maintenance contract and any renewals
thereof and must obtain Lessor's written approval to the terms thereof.
Exhibits A & B and addendum paragraphs 50-57 were attached to and made a
part of this Lease prior to evaluation of all parties.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease the day and
year first above written
LESSOR Friend, Friend & Friend LESSEE/COAST COMMERCIAL BANK
by /s/ By /s/
-------------------------- ------------------------------
Eugene L. Friend Harvey Nickelson, President
50.
Commencing with the 61st month of this Lease Agreement, Lessor and Lessee
agree that the rental for months 61 through 90 shall be determined by increasing
the sum of $9,000.00 per month by the percentage of increase in the Cost of
Living Index Figure between April, 1987 and April, 1992, but in no event shall
said monthly figure be less then $11,000.00 per month. The rental commencing
with the 91st month for the period of months 91 through 120 shall be determined
by increasing the monthly sum of $9,000.00 per month by the increase in the Cost
of Living Index Figure between April, 1987 and that figure for October, 1994,
but in no event shall the monthly rental sum be less than that figure paid
during months 61 through 90. The Cost of Living Index to be used shall be that
currently reflected by the Consumer Price Index for All Urban Consumers, San
Francisco, all items published by the United States Department of Labor, Bureau
of Labor Statistics (1967 = 100 base). In the event said index is changed or
discontinued, the most nearly comparable official price index of the United
States Government shall be used for computing the foregoing adjustments of
minimum rent, after converting the existing index as of the base rate to the new
index. The minimum monthly rental payable following an adjustment under the
terms of this paragraph shall continue at the adjusted level until the next
adjustment period or the end of the lease term, whichever first occurs.
51.
Lessor and Lessee each agree that Lessor will deliver the premises to
Lessee in as is condition structurally after vacating the premises by Crocker
Bank, and further agrees that Lessor shall cause Crocker to leave its vault,
vault door and teller line in as is condition. Crocker may remove any of their
other fixtures and Lessee agrees and it shall be responsible for any remodeling
expenses and all interior and exterior fixturization and tenant improvements.
Lessee may remodel the inside of the premised without Lessor's approval, but
shall submit any exterior modifications to Lessor for approval.
52.
Lessor and Lessee each agree, notwithstanding anything to the contrary
contained in Paragraph 2, with respect to the commencement of the Lease
Agreement on June 1, 1987, that should Lessee open for business earlier than
said date, then Lessee's rental obligation shall commence as of the date of
opening for business.
53.
Notwithstanding anything to the contrary contained in paragraph 4(c)
entitled Taxes Herein, in the event of an outright sale of the property to third
parties during the first twenty (20) years of this Lease Agreement, Lessee
herein shall not be responsible for tax increases directly relating to that sale
during the initial twenty (20) years of this lease term. This paragraph shall be
of no force effect after the initial twenty (20) year term. It is further agreed
between Lessor and Lessee that is paragraph does not apply to transfers among
partners or family of partners or any tax increases due to the death of any
partners involved in the ownership of the real property.
54.
Notwithstanding anything to the contrary contained in paragraph 12 entitled
Assignment and Subletting, Lessor and Lessee agree that Coast Commercial Bank
may assign its Lessee interest in this Lease to another financial institution or
entity of like size or larger in the event of a sale, merger or acquisition of
Coast Commercial Bank to said like size or larger financial institution. In
defining financial institution, specific reference is made only to licensed
banks or savings and loan associations.
55.
Lessor agrees that Lessee may designate that parking currently designated
as Crocker Bank parking all during the term of this Lease Agreement as parking
for customers of Coast Commercial Bank.
56. RENEWAL OPTIONS
At the expiration of the original term of One Hundred Twenty (120) months,
provided that Lessee is not in default under the terms of this Lease, Lessee
shall have the right to renew this lease for
Four (4) additional periods of sixty (60) months each by giving Lessor written
notice of Lessee's intention to extend the term of this lease at least Twelve
(12) months prior to the expiration of the original lease term or the option
term then in effect presuming earlier exercises of option. Said renewals shall
be upon the same terms and conditions contained in this Lease Agreement except:
1. That no additional renewal options shall be included unless agreed to
between the parties in writing.
2. That at least One Hundred Eighty (180) days prior to the commencement of
each option term, Lessor and Lessee shall mutually agree in writing upon terms
and conditions applicable to the renewal term which are then customarily
required by Lessor in other leases within the shopping center containing the
demised premises or by Lessors of similar properties in Monterey County, whether
now foreseen or unforeseen, including but not limited to such areas as
environmental requirements affecting the buildings; parking regulations or
charges; mass transit or public transportation taxes, levies or charges; anti-
pollution or other environmental regulations or energy regulations or controls.
3. That the fixed minimum rent during the option periods shall be adjusted as
follows: Commencing with the first month of each respective option period,
Lessor and Lessee agree that the rental shall be the greater of market rental
for similar premises as of that date or that figure determined by increasing the
sum of Nine Thousand Dollars ($9,000) per month by the percentage of increase in
the Cost of Living Index Figure between April 1987 and April of the year in
which each respective option period would commence, but no event shall said
monthly figure be less than Eleven Thousand Dollars ($11,000) per month. Both
Lessor and Lessee hereafter agree that commencing with the thirty-first month of
each sixty month option period, the rental shall be re-determined by increasing
the monthly rental for the first month of the option period by the percentage of
increase in the Cost of Living Index Figure between the April preceding the
first month of that respective option period and the figure for October
preceding the thirty-first month of the option term. In each case, the Cost of
Living Index to be used shall be that currently reflected by the Consumer Price
Index for all Urban Consumers, San Francisco, all items, published by the United
States Department of Labor, Bureau of Labor Statistics (1967 = 100 base). In the
event said index is changed or discontinued, the most nearly comparable official
price index of the United States Government shall be used for computing the
foregoing adjustments of minimum rent, after converting the existing index as of
the base date to the new index. The minimum monthly rental payable following an
adjustment under the terms of this paragraph shall continue at the adjusted
level until the next adjustment period or the end of the lease term whichever
first occurs.
57.
Lessor and Lessee agree that if the Consumer Price Index Adjustment set out
in paragraph 50 hereinabove determine a figure less than Eleven Thousand Dollars
($11,000) for the Sixty-First through
the One Hundred Twentieth month of the original lease term, that Lessee shall
receive a credit for the difference between the figures determined by
utilization of the Consumer Price Index and the sum of Eleven Thousand Dollars
($11,000) actually paid, not to exceed Five Hundred Dollars ($500) per month.
This credit may be recovered by Lessee by deducting the same at a rate not to
exceed Five Hundred Dollars ($500) per month from the rental payable during
years eleven (11) through fifteen (15) only, and only to the extent that in no
event shall Lessee pay less than Eleven Thousand Dollars ($11,000) per month
during years eleven (11) through fifteen (15).
EXHIBIT B
RULES AND REGULATIONS
Tenant agrees to the establishment of, and shall abide by, the following
Rules and Regulations established for the use of the Shopping Center, as
provided in Section 18 of the Lease:
1. All deliveries and trash pickup, as provided in Section 12(d) of the
Lease, shall be made between the hours of 7:00 A.M. and 7:00 P.M.
2. Subject to the provisions of Section 19 of the Lease, the parking of
vehicles used by Tenant and Tenant's employees shall be restricted to the area.
3. No person shall use any roadway, sidewalk, or walkway, except as a
means of egress from or ingress to any floor area and automobile parking areas
within the Shopping Center, or adjacent public streets. Such use shall be in an
orderly manner, in accordance with the directional or other signs or guides.
Roadways shall not be used at a speed in excess of 20 miles per hour and shall
not be used for parking or stopping, except for the immediate loading or
unloading of passengers. No sidewalk or walkway shall be used for other than
pedestrian travel.
4. No person shall use any automobile parking areas except for the
parking of motor vehicles during the period of time such person or the occupants
of such vehicle are customers or business invitees of the retail establishments
within the Shopping Center. All motor vehicles shall be parked in an orderly
manner within the painted lines defining the individual parking spaces.
5. No person, without the prior written consent of Landlord, shall in or
on any part of the Common Area:
(a) Vend, peddle, or solicit orders for sale or distribution of any
merchandise, device, service, periodical, book, pamphlet, or other matter
whatsoever.
(b) Exhibit any sign, placard, banner, notice, or other written
material.
(c) Solicit signatures on any petition or for any other purpose,
disseminate any information sin connection therewith, or distribute any
circular, booklet, handbill, placard, or other material which has not
relationship to any purpose for which the Shopping Center was built or is being
used.
(d) Solicit membership in any organization, group, or association or
contribution for any purpose which has no relationship to the Shopping Center.
(e) Parade, rally, patrol, picket, demonstrate, or engage in any
conduct that might tend to interfere with or impede the use of any of the Common
Areas by any customer, business invitee, employee, or tenant of the Shopping
Center, create a disturbance, attract attention, or harass, annoy, disparage, or
be detrimental to the interest of any of the retail establishments within the
Shopping Center.
(f) Use any portion of the Common Area for any purpose when none of
the retail establishments within the Shopping Center is open for business or
employment.
(g) Throw, discard, or deposit any paper, glass, or extraneous matter
of any kind, except in designated receptacles, or create litter or hazards of
any kind.
(h) Deface, damage, or demolish any sign, light standard, or fixture,
landscaping material, or other improvement within the Shopping Center, or the
property of customers, business invitees, or employees situated within the
Shopping Center.
The listing of specific items as being prohibited is not intended
to be exclusive but to indicate in general the manner in which the right to use
the Common Area solely as a means of access and convenience in shopping at the
retail establishments in the Shopping Center is limited and controlled by
Landlord and the tenants of the Shopping Center.
6. Landlord shall have the right to remove or exclude from or to restrain
(or take legal action to do so) any unauthorized person from, or from coming
upon, the Shopping Center or any portion thereof, and to prohibit, abate, and
recover damages arising from any unauthorized act, whether or not such act is in
express violation of the rules and regulations set forth above.
7. Landlord reserves the right to change these Rules and Regulations, and
to make such other Rules and Regulations as in its judgment may from time to
time be necessary for the safety and cleanliness of, and for the preservations
of good order in and the efficient operation of the Shopping Center.