EXHIBIT 10.13
STANDARD OFFICE LEASE
Village Galleria
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Landlord leases to Tenant and Tenant rents from Landlord the Premises
described below upon the following terms and conditions:
1. BASIC LEASE PROVISIONS
Date March 20, 2003
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1.0 Landlord: X. X. Xxxxx Company, a California corporation
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Tenant: Service 1st Bank, a California corporation
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Trade Name: Service 1st Bank
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2.0 Premises: 0000 Xxxxxxx Xxx, Xxxxxx Xxxxxx, XX 00000
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Dimensions of Premises: 20' x 42' Approximate Area: 840 sq. ft.
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3.0 Use of Premises: For use as a banking and financial services business,
general office purpose and related uses and for no
other purpose without express written consent from
Landlord
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4.0 Lease Term: Twenty Four (24) Full Months
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Commencement Date: Xxxxx 0, 0000 Xxxxxxxxxxx Date: March 31, 2005
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5.0 Monthly Rental Charges:
5.1 Gross Rent: $1,260.00
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5.2 Consumer Price Index Adjustment Dates: Annually
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5.3 Base Date: April 2003
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6.0 Security Deposit: $1,260.00
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7.0 Utilities: Tenant pays from own meter
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8.0 General Liability Insurance (combined single limit): $500,000
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Exhibits Incorporated into Lease: "A" Premises
"B" Commencement and Termination
[Omitted by client]
"D" Arbitration
Addresses for Notices:
TO LANDLORD: 00000 Xxxxx Xxxxx, Xxxxxx Xxxxxx, XX 00000 (510) 881-8777
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TO TENANT: 00 X. Xxxxx Xxxxxx, Xxxxx, XX 00000
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Each reference in this Lease to any of the Basic Lease Provisions shall
be construed to include the provisions of the applicable Sections of
this Lease where said Basic Lease Provisions are more fully set forth.
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2. Premises.
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2.1 Landlord hereby leases to Tenant, and Tenant hereby leases
from Landlord, those certain premises (the "Premises")
described in Section 2.0 and outlined in red on Exhibit A,
attached hereto and incorporated herein.
2.2 The net rentable area of the Premises shall be determined in
accordance with the standards applied to full floor users by
the Building Owner's and Managers Association International.
2.3 This Lease is subject to and conditioned upon all of the
terms, covenants and conditions set forth herein, and Tenant
covenants as a material part of the consideration for this
Lease and as a condition hereof to keep and perform each and
all of said terms, covenants and conditions.
3. Use of Premises.
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3.1 The Premises shall be used and occupied for the purpose set
forth in Section 3.0 and for no other purposes without the
prior written consent of the Landlord. Any unauthorized or
illegal uses shall constitute a breach of this Lease. Tenant
shall not use the Premises or allow the Premises to be used so
as to create waste or constitute a nuisance, or disturb other
tenants located in the Building.
3.2 Except as otherwise provided in this Lease, Tenant hereby
accepts the Premises in their condition existing as of the
Lease Commencement Date or the date that Tenant takes
possession of the Premises and any easements, covenants or
restrictions of record, and accepts this Lease subject hereto
and to all matters disclosed thereby and by any exhibits
attached hereto. Tenant acknowledges that it has satisfied
itself by its own independent investigation that the Premises
are suitable for its intended use, and that neither Landlord
nor Landlord's agents has made any representation or warranty
as to the present or future suitability of the Premises or
common areas for the conduct of Tenant's business.
4. Lease Term.
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4.1 The Term of this Lease shall be as specified in Section 4.0 of
the Basic Lease Provisions, subject to adjustment by Exhibit
B.
4.2 Commencement Date. If the premises shall be under construction
or major remodeling when this Lease is executed, Tenant's
rental obligation shall commence on the Commencement Date set
forth in Section 4.0 or 30 days after notification to Tenant
that Landlord's construction is complete, or when Tenant
occupies the Premises, whichever first occurs. The term of
this Lease shall be adjusted to reflect any change in the
Commencement Date from that set forth above.
4.3 If Landlord is unable for any reason to deliver possession of
the premises to Tenant on the Lease commencement date, this
Lease shall not be void or voidable for a period of 120 days.
Landlord shall not be liable to Tenant for any loss or damage
resulting from any delay, but all rent due shall xxxxx until
Landlord delivers possession of the premises for a period of
time equal to the delay. If Landlord is unable to deliver
possession of the premises within the above limits, this Lease
may be cancelled by Landlord or Tenant by written notice to
the other prior to the date possession is delivered to Tenant.
If so cancelled, the Landlord shall refund any security
deposit and advance rent paid by Tenant, but neither party
shall have any further liability to the other arising out of
or related to this Lease.
4.4 If Tenant occupies the Premises prior to said Commencement
Date, such occupancy shall be subject to all provisions of
this Lease, such occupancy shall not change the termination
date, and Tenant shall pay rent for such occupancy on a
pro-rata basis. Early access by Tenant for purposes of
installing its fixtures, telecommunications system and other
equipment shall not constitute occupancy by Tenant.
4.5 Uncertain Commencement. In the event Commencement of the Lease
term is defined as the completion of the improvements, Tenant
and Landlord shall execute Exhibit "B" establishing the date
of Delivery of possession or the actual taking of possession
by Tenant, whichever occurs first, as the Commencement Date.
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4.6 The Termination Date as established in Section 4.0 is the last
day of Tenant's possession of the Premises. Unless this Lease
has been extended by mutual agreement of the Landlord and
Tenant, Tenant must have performed all Tenant obligations,
both legal and monetary, and have terminated his possession of
the Premises and delivered the key to Landlord by 12:00
midnight on this date.
5. Rent.
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5.1 Tenant shall pay to the Landlord, for each full calendar month
of the Lease term, rent in amounts stated in the BASIC LEASE
PROVISIONS, Section 5.0, and as may be adjusted throughout the
Lease term. Such payments shall be payable in advance on the
first day of each calendar month and shall be delinquent on
the fifth of that month. Payments shall be made without any
deduction or offset. Rent for partial months shall be
prorated. Rent shall be payable in lawful money of the United
States to Landlord at the address stated herein or to such
other persons or at such other places as Landlord may
designate in writing.
5.2 Tenant agrees that on each anniversary of the Lease
commencement date (determined pursuant to Section 4 of this
Lease) the monthly GROSS RENT shall be adjusted upward for the
following Lease year by the same proportion of change in the
CONSUMER PRICE INDEX, all items, published by the US
DEPARTMENT OF LABOR, BUREAU OF LABOR STATISTICS, comparing the
anniversary month with the same month of the prior year. In
the event said Index is changed or discontinued, the most
early comparable official price index of the United States
Government shall be used for computing the foregoing
adjustment to base rent, after converting the existing Index
as of the base rate to the new index.
6. Security Deposits
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Upon the execution of this Lease, there shall be due and owing from
Tenant to Landlord a security deposit in the amount set forth in
Section 1.6 which shall secure the performance of Tenant's obligation
hereunder. Tenant shall not have the right to apply the security
deposit or any portion thereof in payment of the last month's rent or
any other obligations of this Lease. If Tenant is not in default under
any of the terms and conditions of this Lease and leaves the premises
in a clean and serviceable condition, Tenant shall be entitled to a
refund of any portion of said security deposit remaining, after
deduction by Landlord of sums due it by Tenant. Such refund shall be
sent to Tenant within two weeks following termination of its tenancy.
7. Utilities
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Tenant shall pay for all utilities and materials and services which may
be furnished to or used in or about the leased premises during the term
of this lease.
If Landlord shall elect to furnish any utility services to the
Premises, Tenant shall reimburse Landlord for the costs of such
services so long as the rates charged by Landlord do not exceed those
which Tenant would be required to pay if such services were furnished
directly by a public utility. Landlord shall not be liable for any
failure or interruption of any utility service being furnished to the
Premises, and no such failure or interruption shall entitle the Tenant
to terminate this Lease. A failure of Landlord to xxxx Tenant for
utilities shall not constitute a waiver of Landlord's right to collect
these utility charges, or otherwise release Tenant from its obligation
to pay them.
8. Insurance.
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8.1 Tenant shall maintain, during the Lease Term, property damage,
public liability insurance as set forth in Section 8.0 of the
BASIC LEASE PROVISIONS. In addition to the above, Tenant shall
have plate glass insurance sufficient for the replacement of
the plate glass at the Premises together with other ancillary
charges related to damaged plate glass. Said policies shall
name Landlord as Additional Insured with the proper
endorsement attached and containing all applicable insuring
provisions, and shall provide that Landlord will receive at
least thirty (30) days' written notice prior to the
cancellation of any such policy. Tenant shall maintain "All
Risk" fire insurance covering the insurable value of its stock
and trade, furniture, fixtures and any leasehold improvements.
The Tenant shall furnish the Landlord with certificates of
insurance prior to undertaking occupancy and prior to any
renewal date of each policy during the term of the Lease.
Landlord shall procure and maintain in full force and effect
during the Lease term one or more policies of insurance
causing the building in which the Premises is situated to be
insured at not less than the coverage afforded by a standard
fire and extended coverage insurance policy (broad form,
extended risk coverage) for the full replacement cost of the
building, and commercial general liability insurance in an
amount not less than $2,000,000 combined single limit. At
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Tenant's request, Landlord shall provide Tenant with a copies
of such policies and/or certificates evidencing the same.
8.2 Tenant shall not permit any activities to be conducted in the
Premises, which would cause suspension, cancellation or
increase in premium for any insurance policies carried by
Landlord.
8.3 Subrogation.
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Landlord and Tenant hereby waive any right that each may have
against the other on account of any loss or damage arising in
any manner which is covered by policies of insurance for fire
and extended coverage, theft, public liability, workers'
compensation or other insurance now or hereafter existing
during the term hereof. The parties each agree to have their
respective insurance companies waive any right of subrogation
that such companies may have against Landlord or Tenant, as
the case may be.
8.4 Tenant shall at its own cost and expense defend, indemnify and
hold Landlord harmless from any and all loss, expense,
liability and claims arising in whole or in part from any act,
omission or negligence of the Tenant or its contractors,
licensees, agents, customers or employees or arising from any
accident, injury or damage whatsoever caused to any person or
property occurring in, on, or about the premises, adjoining
sidewalks and any loading dock used predominantly by Tenant
and including all costs, expenses and attorney's fees in
connection with such loss.
9. Parking.
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The Parking areas, or designated portions thereof, may be for the use
of the Tenants of the Building and, to the extent designated by
Landlord, the employees, agents, customers and invitees of said
Tenants. All parking rights shall be subject to the rules, regulations,
charges, rates, validation and identification systems set forth by
Landlord from time to time.
10. Alterations and Improvements.
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Tenant shall not create any openings in the roof or exterior walls, nor
make any structural alterations, additions or improvements to the
premises without the prior written consent of the Landlord. All
alterations, installations, additions and improvements, including
fixtures and improvements, whether temporary or permanent in character,
made in, to or on the premises, with or without Landlord's permission,
except unattached, movable trade fixtures and office furniture shall
immediately, upon the installation thereof, become and be the property
of Landlord and shall remain upon and be surrendered with the premises,
except that Landlord shall notify Tenant in writing thirty (30) days
prior to the termination of this Lease whether Landlord desires to have
the premises, or any part thereof, restored to the condition that they
were in prior to the making of such additions, alterations,
installations and improvements, and if Landlord shall so desire, then
Tenant shall forthwith restore said premises or such part or parts
thereof and repair any damage caused by Tenant, if necessary, to
restore said premises to their original condition, excepting only
normal wear and tear, entirely at its own expense. Tenant shall have
the right to erect or install shelves, bins and other trade fixtures
provided that Tenant complies with all applicable governmental laws,
and such may be removed at the termination of this Lease so long as
Tenant shall, prior to the termination of this Lease, repair any damage
caused by such removal.
Any alterations, improvements, additions or utility installations in or
about the Premises that Tenant shall desire to make shall be presented
to Landlord in written form, with detailed plans. If Landlord shall
give its consent to Tenant's making such alteration, improvement,
addition or utility installation, the consent shall be deemed
conditioned upon Tenant acquiring a permit to do so from the applicable
governmental agencies, furnishing a copy thereof to Landlord prior to
the commencement of the work, and compliance by Tenant with all
conditions of said permit in a prompt and expeditious manner.
Should Landlord permit Tenant to make its own alterations,
improvements, additions or utility installations, Tenant shall use only
such contractor as has been expressly approved by Landlord and Landlord
may require Tenant to provide Landlord, at Tenant's sole cost and
expense, a lien and completion bond in an amount equal to one and
one-half the estimated cost of such improvement, to insure Landlord
against any liability for mechanic's and materialmen's liens and to
ensure completion of the work.
Landlord reserves the right to install new or additional utility
facilities throughout the Premises, including such utilities as
plumbing, electrical systems, communication systems, and fire
protection and burglar alarm, so long as such installations do not
unreasonably interfere with Tenant's use of the Premises.
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1l. Maintenance of Common Area and Premises
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11.1 The term "Common Area" is defined as all areas and facilities
outside the Premises and within the exterior boundary line of
the Shopping Center that are provided and designated by the
Landlord from time to time for the general non-exclusive use
of Landlord, Tenant and of other tenants of the Shopping
Center and their respective employees, suppliers, shippers,
customers and invitees including, but not limited to, common
entrances, lobbies, corridors, stairways and stairwells,
public restrooms, elevators, escalators, parking areas to the
extent not otherwise prohibited by this Lease, loading and
unloading areas, trash areas, roadways, sidewalks, walkways,
parkways, ramps, driveways, landscaped areas and decorative
walls.
11.2 Landlord shall manage, police, insure, repair and maintain all
parking areas, sidewalks, landscaping and lighting facilities
within the Common Area in a manner which shall be at the sole
discretion of Landlord. Landlord shall have the right to adopt
rules and regulations from time to time with respect to use of
parking or other common areas and Tenant agrees to abide by
these rules and regulations. The cost to Landlord for
maintaining Common Area is included in their gross rent in
Section 5.1. Landlord shall repair and maintain to the extent
not covered by insurance maintained by Landlord the structural
portions of the Building in which the Premises are situated,
including the exterior walls, underflooring and roof, rough
plumbing, heating, air conditioning and electrical systems
installed or furnished by Landlord, unless such maintenance
and repair become necessary in whole or in part due to the
act, neglect, fault or omission of any duty by the Tenant, its
employees, agents, customers or invitees, or due to damage
caused by a breaking and entering, in which case, Tenant shall
pay to Landlord the reasonable cost of such maintenance and
repair. Landlord shall not be liable for any failure to make
any repair or to perform any maintenance unless such failure
shall persist for an unreasonable time after written notice
for the need for such repair or maintenance is given to
Landlord by Tenant.
11.3 Tenant shall, at its own expense, maintain the Premises in
good condition and repair during the entire term hereof,
including finish plumbing, electrical windows, doors, exterior
store signage, interior fixtures, lighting and the interior of
the Premises in general. Tenant shall not (a) install any
interior lighting or decorations, or do any painting, or build
any fences, or make any changes to the store front, show
windows or shadow boxes without obtaining Landlord's prior
written consent, which consent shall not be unreasonably
withheld; (b) erect or install any exterior or interior window
or door signs or advertising media, window or door lettering,
or placards not previously approved by Landlord; (c) keep or
display personal property on, or otherwise obstruct, the
Common Areas; (d) solicit business or distribute handbills or
other advertising matter in the Common Areas; or (e) use any
loud speakers, phonographs or radio broadcasts that can be
heard outside the Premises; and any such objectionable
advertising, noise, display or other media shall be
immediately removed or terminated upon request of the
Landlord.
12. Services and Utilities.
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12.1 Tenant shall not make connection to the utilities except by or
through existing outlets and shall not install or use
machinery or equipment in or about the Premises that uses
excess water, lighting or power, or suffer or permit any act
that causes extra burden upon the utilities or services,
including but not limited to security services, over standard
office usage for the Office Building. Landlord shall require
Tenant to reimburse Landlord for any excess expenses or costs
that may arise out of a breach of this subparagraph by Tenant.
Landlord may, in its sole discretion, install at Tenant's
expense, supplemental equipment and/or separate metering
applicable to Tenant's excess usage or loading.
13. Landlord's Right of Entry.
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Landlord and its authorized agents shall have the right to enter the
leased Premises during normal working hours for the purpose of
inspecting the general conditions and state of repair of the Premises,
making repairs required of Landlord or showing the Premises to any
prospective purchaser or Tenant.
Tenant agrees to permit the Landlord at any time within 60 days prior
to the expiration of this Lease to place upon or in the windows of said
Premises the usual or ordinary "To Let" or "To Lease" signs.
Except in the case of an emergency, Landlord shall give Tenant not less
than twenty-four (24) hours notice prior to entering the Premises. In
case of an emergency, Landlord shall use reasonable efforts to notify
Tenant prior to entering the Premises. Landlord may show the Premises
to prospective tenants only during the last six (6) months of the Term
or during any period that Tenant is in default. Landlord shall observe
Tenant's reasonable security measures and acknowledges that Landlord
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may not be permitted access to certain portions of the Premises without
being escorted by Tenant. Landlord shall use reasonable efforts to
minimize any interference with the conduct of Tenant's business in the
Premises. Landlord shall reimburse Tenant, within ten (10) days after
demand, for any damage to Tenant's equipment, furniture, trade fixtures
or other property in the Premises caused by activities of Landlord, its
employees, agents, contractors or invitees, in or about the Premises.
14. Assignment and Subletting.
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Tenant shall not assign this lease or any right hereunder nor sublet
the premises, nor permit any concessionaire to operate the premises
without the prior written consent of the Landlord, which consent shall
not be unreasonably withheld. No consent to an assignment or sublease
or permitting any concessionaire to operate in the premises shall
constitute a waiver of this paragraph. In the event of an assignment or
sublease, the Tenant shall remain fully obligated under this Lease.
15. Default and Remedies.
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15.1 Tenant shall be in default under this Lease on the occurrence
of any of the following events:
(a) Tenant abandons or vacates the Premises for a period
of ten (10) or more consecutive days during which the
building is otherwise open;
(b) Tenant fails to pay the rent or any other sums
required to be paid hereunder where such failure
continues for three (3) or more days after Tenant is
given written notice of the delinquency;
(c) Tenant's failure to observe and perform any other
provision of this Lease to be observed or performed
by Tenant where, if such failure is susceptible of
being cured, such failure continues for fifteen (15)
or more days after written notice thereof by Landlord
to Tenant; provided, however, that if the nature of
the failure is such that the same cannot reasonably
be cured within such fifteen (15) day period, Tenant
shall not be deemed to be in default unless Tenant
fails to commence to cure within such fifteen (15)
day period and thereafter diligently prosecute the
same to completion;
(d) Tenant makes any general assignment or general
arrangement for the benefit of creditors; the filing
by or against Tenant of a petition to have Tenant
adjudged a bankrupt or of a petition for
reorganization or arrangement under any law relating
to bankruptcy (unless, in the case of a petition
filed against Tenant, the same is dismissed within
sixty (60) days after filing); the appointment of a
trustee or receiver to take possession of
substantially all of Tenant's assets located at the
Premises or of Tenant's interest in this Lease, where
possession is not restored to Tenant within sixty
(60) days; or the attachment, execution or other
judicial seizure of substantially all of Tenant's
assets located at the Premises or of Tenant's
interest in this Lease, where such seizure is not
discharged within sixty (60) days.
15.2 Any amount due from Tenant to Landlord hereunder which is not
paid when due shall bear interest at the rate of 18% per annum
or 1 1/2% per month (assessed on any fraction thereof) from
the date due until the date paid, said interest to start on
the 5th day following date due. Payment of such interest shall
not excuse or cure any default by Tenant under this Lease.
16. Landlord Defense and Payment of Attorney's Fees.
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(a) If the Landlord is involuntarily made a party defendant to any
litigation concerning this Lease, the demised premises, the
premises of which the demised premises form a part, or the
tenancy hereby created, Tenant shall provide for Landlord's
defense and hold Landlord harmless for any award or settlement
arising from said litigation.
(b) In the event that either Landlord or Tenant should bring suit
for the possession of the Premises, for the recovery of any
sum due under this Lease, or because of the breach of any
provision of this Lease or for any other relief against the
other arising out of this Lease, then all costs and expenses,
including reasonable attorneys' fees, incurred by the
prevailing party therein shall be paid by the other party
which obligation on the part of the other party shall be
deemed to have accrued on the date of the commencement of such
action and shall be enforceable whether or not the action is
prosecuted to judgment.
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17. Subordination.
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Without the necessity of any additional document being executed by
Tenant for the purpose of effecting a subordination, this Lease shall
be subject and subordinate at all times to: (a) all ground leases or
underlying leases which may now exist or hereafter be executed
affecting the Building or the land upon which the Building is situated,
or both, and (b) the lien of any mortgage or deed of trust which may
now exist or hereafter be executed in any amount for which said
Building, land, ground leases or underlying leases or Landlord's
interest or estate in any of said items is specified as security.
Notwithstanding the foregoing, Landlord shall have the right to
subordinate or cause to be subordinated any such ground leases or
underlying leases or any such liens to this Lease. In the event that
any ground lease or underlying lease terminates for any reason or any
mortgage or deed of trust is foreclosed or a conveyance in lieu of
foreclosure is made for any reason, Tenant shall, notwithstanding any
subordination, attorn to and become the Tenant of the successor in
interest to Landlord, at the option of such successor in interest.
Tenant covenants and agrees to execute and deliver, upon demand by
Landlord and in the form requested by Landlord, any additional
documents evidencing the priority or subordination of this Lease with
respect to any such ground leases or underlying leases or the lien of
any such mortgage or deed of trust. Tenant hereby irrevocably appoints
Landlord as attorney-in-fact of Tenant to execute, deliver and record
any such documents in the name and on behalf of Tenant, provided,
however, that the termination of any such underlying lease or the
foreclosure (whether by trustee's sale, judicial proceeding or
deed-in-lieu thereof) of such lien which is hereafter executed shall
not terminate Tenant's right to quiet possession of the Premises under
this Lease so long as Tenant is not then n default of any of its
obligations under this Lease.
18. Estoppel Certificates.
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Within ten (10) days following any written request which Landlord may
make from time to time, Tenant shall execute and deliver to Landlord a
settlement certifying: (a) the date of commencement of this Lease; (b)
the fact that this Lease is unmodified and in full force and effect (or
if there have been modifications hereto, that this Lease is in full
force and effect, as modified, and stating the date and nature of such
modifications; (c) the date to which the rent and other sums payable
under this Lease have been paid; (d) the fact that there are not
current defaults under this Lease by either Landlord or Tenant except
as specified in Tenant's statement, and (e) such other matters
concerning this Lease requested by Landlord. Landlord and Tenant intend
that any statement delivered pursuant to this paragraph may be relied
upon by any mortgagee, beneficiary, purchaser or prospective purchaser
of the Building or any interest therein.
19. Destruction of Premises.
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If the building in which the leased premises are situated shall be
damaged or destroyed by fire or other casualty prior to one year before
the expiration of this Lease, and provided that the Landlord, in his
sole discretion, determines that repairs can reasonably be made within
90 days, the Landlord shall forthwith repair the premises and the
building and the Tenant shall be entitled to a proportionate reduction
of base rent during the period from the date the damage occurred until
possession of the Premises is restored to Tenant with all repairs
completed based upon the extent to which the damage and the making of
the repairs shall interfere with the business of the Tenant. If the
Landlord determines that such repairs cannot reasonably be made within
90 days, or if said damage occurs within one year of the termination of
this lease, the Landlord may at its option make the repairs within a
reasonable time, this Lease continuing in full force and effect but
with a proportionate reduction in Base Rent based on the extent of
interference with the Tenant's business, but if the Landlord does not
elect to make such repairs or such repairs cannot be made, this Lease
may be terminated at the option of either party.
20. Condemnation.
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If the entire premises, or so much thereof as to make the balance not
reasonably adequate for the conduct of the Tenant's business, shall be
taken under the power of eminent domain, this Lease shall automatically
terminate as of the date on which the condemning authority takes
possession.
21. Other General Provisions.
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21.1 Compliance with law.
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Tenant shall not do anything or suffer anything to be done in
or about the Premises which will in any way conflict with any
law, statute, ordinance or other governmental rule, regulation
or requirement now in force or which may hereafter be enacted
or promulgated. At its sole cost and expense, Tenant shall
promptly comply with all said governmental measures and also
with the requirement of any board of fire underwriters or
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other similar body now or hereafter constituted to deal with
the condition, use or occupancy of the Premises, excluding
structural changes not related to or affected by Tenant's
alterations, additions or improvements of Tenant's acts. The
judgment of any court of competent jurisdiction or the
admission of Tenant in any judicial action, regardless of
whether Landlord is a part thereto, that Tenant has violated
any of the said governmental measures or requirements shall be
conclusive of that fact as between Landlord and Tenant.
21.2 Notices.
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Any notice required or permitted to be given hereunder shall
be in writing and may be given by personal delivery or by
certified or registered mail, and shall be deemed sufficiently
given if delivered or addressed to Tenant or to Landlord at
the address noted. Mailed notices shall be deemed given upon
actual receipt at the address required, or forty-eight hours
following deposit in the mail, postage prepaid, whichever
first occurs. Either party may by notice to the other specify
a different address for notice purposes except that, upon
Tenant's taking possession of the Premises, the Premises shall
constitute Tenant's address for notice purposes. A copy of all
notices required or permitted to be given to Landlord
hereunder shall be concurrently transmitted to such party or
parties at such addresses as Landlord may from time to time
hereafter designate notice to Tenant.
21.3 Holding Over.
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If Tenant, with Landlord's consent, remains in possession of
the Premises or any part thereof after the expiration of the
term hereof, such occupancy shall be a tenancy from month to
month upon all the provisions of this Lease pertaining to the
obligations of Tenant, except that the rent payable shall be
one hundred twenty-five percent (125%) of the rent payable
immediately preceding the termination date of the Lease, and
all options, if any, granted under the terms of this Lease
shall be deemed terminated and be of no further effect during
said month to month tenancy.
21.4 Severability.
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The invalidity of any provision of this Lease as determined by
a court of competent jurisdiction shall in no way affect the
validity of any other provision hereof.
21.5 Auctions.
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Tenant shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises of
the Common Areas without first having obtained Landlord's
prior written consent. Notwithstanding anything to the
contrary in the Lease, Landlord shall not be obligated to
exercise any standard of reasonableness in determining whether
to grant such consent. The holding of any auction on the
Premises or Common Areas in violation of this paragraph shall
constitute a material default of this Lease.
21.6 Signs.
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Tenant shall not place any sign upon the Premises or the
Office Building without Landlord's prior written consent.
Under no circumstances shall Tenant place a sign on any roof
of the Office Building.
21.7 Consents.
--------
Except for paragraphs 22.5 (Auctions) and 22.6 (Signs) hereof,
wherever in this Lease the consent of one party is required to
an act of the other party, such consent shall not be
unreasonably withheld or delayed.
21.8 Security Measures.
-----------------
Tenant hereby acknowledges that Landlord shall have no
obligation whatsoever to provide guard service or other
security measures for the benefit of the Premises or the
Office Building. Tenant assumes all responsibility for the
protection of Tenant, its employees, agents and invitees and
the property of Tenant and of Tenant's agents and invitees and
employees from acts of third parties.
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21.9 Conflict.
--------
Any conflict between the printed provisions, Exhibits or
Addenda of the Lease and the typewritten or handwritten
provisions, if any, shall be controlled by the typewritten or
handwritten provisions.
21.10 Multiple Parties.
----------------
If more than one person or entity is named as either Landlord
or Tenant herein, except as otherwise expressly provided
herein, the obligations of the Landlord or Tenant herein shall
be the joint and several responsibility of all persons or
entities named herein as such Landlord or Tenant,
respectively.
21.11 Liens.
-----
Tenant shall not permit any mechanics', materialmen's or other
liens to be filed against the real property of which the
Premises form a part or against the Tenant's leasehold
interest in the Premises. The Landlord shall have the right at
all reasonable times to post and keep posted on the Premises
any notices that it deems necessary for protection from such
liens. If any such liens are filed, Landlord may, without
waiving its rights and remedies based on such breach by Tenant
and without releasing Tenant from any obligations, cause such
liens to be released by any means it shall deem proper,
including payment in satisfaction of the claim giving rise to
such lien. Tenant shall pay to Landlord at once, without
notice or demand, any sum paid by Landlord to remove such
liens, together with interest at the rate of ten percent (10%)
per annum from the date of payment by Landlord.
21.12 Successors and Assigns.
----------------------
This Lease and all of the covenants and conditions herein
contained shall be binding upon and shall inure to the benefit
of the heirs, executors, administrators, assigns and other
successors in interest (to the extent permitted under this
Lease) of each of the parties.
21.13 Captions.
--------
The title or captions in this Lease are for reference purposes
only and have no effect upon the construction or
interpretation of any part hereof. The use herein of the
singular includes the plural and vice versa, and the use
herein of the neuter gender includes the masculine and the
feminine and vice versa, whenever and wherever the context so
requires.
21.14 Authority.
---------
If Tenant is a corporation, each individual executing this
Lease on behalf of said corporation represents and warrants
that he is duly authorized to execute and deliver this Lease
on behalf of said corporation, in accordance with a duly
adopted resolution of the Board of Directors of said
corporation or in accordance with the by-laws of said
corporation, and that this Lease is binding upon said
corporation in accordance with its terms.
21.15 Time.
----
Time is of the essence in the performance of all obligations
under this Lease.
21.16 Entire Agreement.
----------------
This Lease sets forth the entire understanding between
Landlord and Tenant with respect to all matters referred to
herein, and the provisions hereof may not be changed or
modified except by an instrument in writing signed by both
Landlord and Tenant. Tenant acknowledges that, in executing
and delivering this Lease, it is not relying on any verbal or
written understanding, promise or representation outside the
scope of this Lease and not described or referred to herein.
21.17 Effectiveness.
-------------
Delivery of this Lease, duly executed by Tenant, constitutes
an offer to lease the Premises as herein set forth, and under
no circumstances shall such delivery be deemed to create an
option or reservation to lease the Premises for the benefit
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of Tenant. This Lease shall become effective and binding only
upon execution hereof by Landlord and delivery of a signed
copy to Tenant.
21.18 Brokers.
-------
Tenant warrants that it has had no dealings with any real
estate broker or agent in connection with the negotiation of
the Lease excepting only______________________________________
______________________________________________________________
And that it knows of no other real estate broker or agent who
is entitled to a commission in connection with this Lease.
Tenant agrees to indemnify Landlord and hold Landlord harmless
from and against any and all claims, demands, losses,
liabilities, lawsuits, judgments, and costs and expenses
(including without limitation reasonable attorney's fees) with
respect to any leasing commission or equivalent compensation
alleged to be owing on account of Tenant's dealings with any
real estate broker or agent other than that specified herein.
22. Hours of Operation.
------------------
Tenant shall not be obligated to occupy the Premises on Saturdays,
Sundays or any day this is recognized as a holiday for federal or state
chartered banks. Tenant shall not be required to be open to the public
except during the hours, on Tenant's business days, as Tenant shall
prescribed for the conduct of its business. Tenant shall have access to
the Premises and parking areas 24 hours per day, seven days per week.
23. Telecommunications.
------------------
Tenant shall have the right to use, without charge: all raceways,
conduit, risers, pull-boxes, cabling, cross-connect panels, points of
entry, and associated fixtures, improvements and equipment to access
Tenant's telecommunications providers.
24. Quiet Possession.
----------------
So long as Tenant observes and performs all of the covenants,
conditions and agreements of this Lease on its part to be observed and
performed, including the payment of rent and all other sums due
hereunder, Tenant shall peaceably and quietly hold and enjoy the
Premises against Landlord and all persons claiming by, through or under
Landlord, for the term herein described.
IN WITNESS WHEREOF, this Lease has been executed as of the date set forth at the
beginning hereof.
LANDLORD TENANT Service 1st Bank
By /s/ XXXXXXX X. XXXXX By /s/ XXXX X. XXXXXX
------------------------------ --------------------------------
Its President Its Chairman / CEO
------------------------------ --------------------------------
By By
------------------------------ --------------------------------
Its Its
------------------------------
Date: 4/1/03 Date: 3/27/03
----------------------------- -------------------------------
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[GRAPHIC OMITTED]
XXXXXX VILLAGE
SHOPPING CENTER
Demised Premises
Approximately 840 sq. ft.
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EXHIBIT D
---------
RIGHT TO ARBITRATION OF SPECIFIED ISSUES
Landlord and Tenant desire to avoid litigation concerning certain
specified disputes or controversies arising out of this Lease and to avoid the
costs, time and inconvenience incident thereto. The parties agree that disputes
or controversies concerning maintenance of common areas, shopping center rules,
Merchants' Association actions or procedures, tenants' use of premises, tenants'
maintenance and decor of premises, distribution of condemnation awards, consents
to lease assignment, and parking regulations and any other disputes or
controversies as may be mutually agreed by the Landlord and Tenant shall be
submitted to arbitration. Either party may demand such arbitration in writing
within 30 days after the dispute or controversy arises, which demand shall
include the name of the arbitrator appointed by the party demanding arbitration
together with a statement of the matter in controversy. Within 15 days after
such demand, the other party shall name its arbitrator or, in the default
thereof, the controversy shall be arbitrated by the arbitrator first named. The
two arbitrators so selected shall name a third arbitrator within 15 days after
the designation of the two selected arbitrators. All arbitrators designated by
the parties, and by the two initial designated arbitrators, shall be members of
the Southern Alameda County Board of Realtors.
The arbitration hearing shall be conducted by the third arbitrator
within 15 days' notice to the parties. The arbitrator shall not be obligated to
follow the laws of evidence of the State of California in receiving evidence.
The arbitration award shall be rendered within 15 days of the date of
arbitration. The award shall be final and binding on all parties to the
proceeding and, upon application of either party, a judgment on such award may
be entered by either party in the State court having jurisdiction.
Neither party shall have the right to arbitrate disputes involving
payment or nonpayment of rent, or calculation thereof, or representations
alleged to be made in connection with the execution of this lease agreement, or
the alteration, recision or other modification of this agreement or any matters
which could be litigated in an unlawful detainer proceeding.
LANDLORD TENANT
/s/ XXXXXXX X. XXXXX /s/ XXXX X. XXXXXX CEO
------------------------------ ------------------------------------
Service 1st Bank
------------------------------------
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RIDER #1
--------
OPTION TO RENEW
---------------
Lessor grants to Lessee Five (5) one (1) year options to renew this Lease,
exercisable by Lessee giving Lessor ninety (90) days prior written notice to
Lessor of Lessee's intention to renew, providing Tenant is in good standing with
the X. X. Xxxxx Company and has not been in violation of any of the terms of
said Lease during the previous Lease Period. The rent for each option period
shall be determined by the Consumer Price Index.
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