EXHIBIT 10.3
Sublease by and between The Vintage Bank, as Lessor, and North Bay Bancorp, as
Lessee, with respect to premises
at 1190 Airport Road, Napa California
SUBLEASE AGREEMENT
This Sublease Agreement (the "Sublease") is entered into as of this 1st
day of February, 2003 by and between THE VINTAGE BANK., a California banking
corporation ("Sublessor"), and NORTH BAY BANCORP, a California corporation
("Sublessee").
RECITALS
WHEREAS, Airport Blvd., Realty, LLC (the "Lessor"), as lessor, and
Sublessor, as lessee, executed that certain Standard Industrial I Commercial
Multi-Tenant Lease - Net (the "Master Lease") dated as of December 1, 2001, as
amended by that certain First Amendment to Standard IndustrialICommercial
Multi-Tenant Lease dated as of October 1 2002 regarding the lease of that
certain real property located in Napa County, California as more particularly
described in the Master Lease (the "Master Lease Premises"). A copy of the
Master Lease is attached hereto as Exhibit "A" and incorporated into this
Sublease by this reference;
WHEREAS, the Master Lease Premises consists of approximately 5,007
square feet of rentable area within building containing the Premises (the
"Building");
WHEREAS, by the terms of the Master Lease, the Subleased Premises (as
defined below) was leased to Sublessor for a term often (10) years commencing on
February 1, 2003 and ending on February 1, 2013, subject to (i) Sublessor's
option to extend the term of the Master Lease for two (2) additional option
periods of sixty (60) months each ("Sublessor's Options"), and (ii) earlier
termination as provided in the Master Lease; and
WHEREAS, Sublessor desires to sublease to Sublessee a portion of the
Master Lease Premises and Sublessee desires to lease that property from
Sublessor subject to the terms and conditions contained in this Sublease.
NOW THEREFORE, in consideration of the foregoing and the mutual
promises, covenants, and conditions set forth herein, Sublessor and Sublessee
agree as follows:
1. Leasing and Description of Property Subject to the terms,
conditions, and convenants set forth in this Sublease, Sublessor hereby leases
to Sublessor, and Sublessee hereby leases from Sublessor a portion of the Master
Lease Premises consisting of approximately 1918 square feet as depicted on
Exhibit "B" attached hereto and incorporated herein by this reference (the
"Subleased Premises").
2. Term; Option to Extend. This Sublease shall commence on the
Effective Date, and shall end on the date on which the Master Lease terminates.
Sublessee is, subject to the terms of this Sublease, given the option to extend
the term of the Sublease on all the provisions contained in this Sublease for a
period of time which is equivalent to any Sublessor Option that is exercised by
Sublessor, by giving written notice of exercise of each option to Sublessor
within thirty (30) days after receipt of Sublessor's notice that it has
exercised Sublessor's Options.
Provided that, if Sublessee is in default on the date of giving notice of any
option to extend the term of the Sublease, such option notice shall be totally
effective, or if Sublessee is in default . on the date any extended term is to
commence, such extended term shall not commence and -this Sublease shall expire
at the end of the term then in effect. Sublessor hereby agrees to promptly
provide Sublessee with a copy of any notification Sublessor delivers to Lessor
regarding Sublessor's election to exercise, or to not exercise, any of
Sublessor's Options.
3. Sublessee's Share. The term "Sublessee's Share" means that
percentage which is equal to the square footage of the Subleased Premises
divided by the square footage of the Master Lease Premises (including the
Subleased Premises). The parties agree that Sublessee's Share is presently
thirty-eight and 31/l00ths percent (38.31%).
4. Rent. Sublessee shall pay to Sublessor as rent for the Subleased
Premises a rental amount equal to Sublessee's Share of the rent Sublessor is
required to pay under Section 1 .5 of the Master Lease. Sublessee shall pay such
rental amount per month payable in advance on the first day of each calendar
month during the term, commencing on February 1, 2003. Rent shall be paid to
Sublessor at any place designated in writing by Sublessor. The rent payable for
any portion of a calendar month shall be a pro rata portion of the rent payable
for a full calendar month.
5. Additional Costs. In addition to the payment of rent as described
in Section 4 above, Sublessee shall pay Sublessor Sublessee's Share of any and
all additional costs Sublessor is obligated to pay Lessor under the terms of the
Master Lease prior to the time they arc due under the Master Lease.
6. Use of Premises; Use of Common Areas. Sublessee shall use the
Subleased Premises for financial services, general office and related activities
and for no other purpose. Sublessee is granted the right to use the Common Areas
(as defined in the Master Lease) pursuant to the terms and conditions of the
Master Lease. Sublessee shall pay Sublessee's Share of any and all costs
Sublessor incurs in connection with the maintenance or utilization of the Common
Areas.
7. Quiet Enjoyment. Sublessor covenants that Sublessee shall be
entitled to quiet enjoyment of the Subleased Premises provided that Sublessee
complies with the terms of this Sublease.
8. Condition of Subleased Premises Sublessee agrees that Sublessee's
act of taking possession will be an acknowledgement that the Subleased Premises
are in tenantable and good condition Sublessee will, at Sublessee's own expense,
maintain the Subleased Premises as required by the Master Lease.
9. Applicability of Master Lease This Sublease IS subject and
subordinate to the terms and conditions of the Master Lease.
10. Assumption. Sublessee expressly assumes and agrees to perform and
comply with all the obligations required to be kept or performed by the
Sublessor, as lessee, under theaster Lease, to the extent they are applicable to
the Subleased Premises and the Common Areas, with the exception that (i) the
obligation and covenant to pay rent to the Lessor required under Section 1.5 of
the Master Lease shall be considered performed by Sublessee to the extent and in
the amount rent is paid to Sublessor in accordance with Section 4 of this
Sublease, and (ii) all other monetary obligations Sublessor owes to Lessor under
the Master Lease shall be considered performed by Sublessee to the extent and in
the amount such additional costs are paid to Sublessor iii accordance with
Section 5 of this Sublease. Sublessee will not commit or suffer any act on
omission that will violate any of the provisions of the Master Lease.
11. Sublessee's Rights Regarding Continuing Possession. Sublessee
shall have the right at any time, at Sublessor's expense, to take any action
required to be taken, but not timely taken, by Sublessor, that may be necessary
to prevent a default under the terms of the Master Lease. If Sublessor is
provided with the right, under the terms of the Master Lease, to terminate the
Master Lease before the expiration of its term, Sublessee rather than Sublessor
shall have the right to make that decision. Nothing contained in this Sublease
shall be construed so as to deprive Sublessee of Sublessee's right to surrender
or otherwise terminate this Sublease as provided by law.
12. Obligations of Sublessor. Sublessor agrees to maintain the Master
Lease during the entire term of the Sublease, subject however, to any earlier
termination of the Master Lease without the fault of Sublessor. Sublessor agrees
to comply with or perform all obligations of Sublessor under the master Lease
that Sublessee has not assumed under this Sublease. Sublessor will exercise due
diligence in attempting to cause Lessor to perform its obligations under the
Master Lease for the benefit of Sublessee. Further, Sublessor agrees not to
modify or surrender the Master Lease without the prior written consent of
Sublessee. Any modification or surrender made without that consent shall be null
and void and shall have no effect on the rights of Sublessee under this
Sublease. Sublessor does not assume the obligations required to be kept or
performed by the Lessor under the Master Lease.
13. Termination of Master Lease. If the Master Lease is terminated,
this Sublease shall terminate simultaneously and the Sublessor and Sublessee
shall thereafter be released from all obligations under this Sublease, and
Sublessor shall refund to Sublessee any unearned rent paid in advance.
14. Attorney's Fees. If any action or other proceeding arising out of
this Sublease is commenced by either party to this Sublease concerning the
Subleased Premises or the interpretation or enforcement of the Sublease, then as
between Sublessor and Sublessee, the prevailing party shall be entitled to
receive from the other party, in addition to any other relief that may be
granted, the reasonable attorney's fees, costs, and expenses incurred in the
action or other proceeding by the prevailing party.
15. Counterparts. This Sublease may be executed in counterparts, each
of which shall be deemed an original and alt of said counterparts shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the Sublessor and the Sublessee have caused this
Sublease to be executed as of the day and year first written above.
SUBLESSOR:
THE VINTAGE BANK, a California banking corporation
By: /s/ Glen C. Terry
-------------------
Name: Glen C. Terry
Title: President and CEO
SUBLESSSEE:
NORTH BAY BANCORP, a California Corporation
By: /s/ Terry L. Robinson
----------------------
Name: Terry L. Robinson
Title: President and CEO