EXHIBIT 99.1
LEASE AMENDMENT NO. 1
OFFICE BUILDING: 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
---------------- Xxxxxxxxx, XX 00000
LANDLORD: XXX XXX KEE, LIMITED, a Hawaii corporation
--------- doing business as Twin Trees Land Company
TENANT: AMERICAN RIVER BANK,
------- a California corporation
LEASE DATE: August 28, 1996
-----------
This Lease Amendment No. 1 (the "Amendment"), dated for reference purposes
only as of June 30, 2006 (the "Reference Date"), is entered into by and between
XXX XXX XXX, LIMITED, a Hawaii corporation, doing business as Twin Trees Land
Company ("Landlord"), and AMERICAN RIVER BANK, a California corporation
("Tenant"). In consideration of the foregoing and of their mutual covenants
contained herein, the parties hereby agree as follows:
1. Background.
A. Landlord and Tenant entered into a Standard Form Office Lease
dated as of August 28, 1996 (the "Lease"), for certain premises described
therein as Suite 100 in the building located at 0000 Xxxxxxx Xxxxxxxxx,
Xxxxxxxxx, XX 00000 (the "Premises"). From and after the Reference Date, all
references to the Lease shall mean the Lease as modified by this Amendment.
Capitalized terms which are not defined in this Amendment shall be as defined in
the Lease.
B. Tenant desires to extend the term of the Lease for an
additional 10 year period on the terms and conditions contained in this
Amendment.
2. Premises. The Usable Area of the Premises, measured in accordance
with the American National Standard Method of Measuring Floor Area in Office
Buildings, ANSI Z65.1-1996, published by the Building Owners and Managers
Association International, is agreed to be 3,445 square feet. The Rentable Area
of the Premises is agreed to be approximately 3,927 square feet, determined by
multiplying the Usable Area by 114%. As of the Extended Term Commencement,
Tenant's Percentage shall be 8.94%. Tenant's Percentage is determined by
dividing the total Usable Area of the Premises over the total Usable Area of the
Building.
3. Term. The term of the Lease shall commence November 7, 2006 (the
"Extended Term Commencement") and shall terminate on November 30, 2016 (the
"Extended Term").
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4. Tenant Improvements. Landlord shall provide a $7.00 per usable
square foot Tenant Improvement Allowance, which shall be used by Tenant no later
than October 31, 2007, in accordance with the Work Letter Agreement (attached
hereto as Exhibit B). The Tenant Improvements shall be based upon a mutually
acceptable space plan, to the extent the scope of the Tenant Improvements make a
space plan necessary. Tenant shall reimburse Landlord for all costs of
construction and installation of the Tenant Improvements in excess of the
Allowance, including without limitation, overhead, supervision and profit of
Landlord's contractor.
5. Annual Basic Rent. The Annual Basic Rent for the Extended Term is as
follows:
Annual Basic Rent:
Month Annual Basic Rent Monthly Installments
----- ----------------- --------------------
11/7/06 to 11/30/07 $106,029.00 $ 8,835.75
12/1/07 to 11/30/08 $108,385.20 $ 9,032.10
12/1/08 to 11/30/09 $110,741.40 $ 9,228.45
12/1/09 to 11/30/10 $113,097.60 $ 9,424.80
12/1/10 to 11/30/11 $115,453.80 $ 9,621.15
12/1/11 to 11/30/12 $117,810.00 $ 9,817.50
12/1/12 to 11/30/13 $120,166.20 $10,013.85
12/1/13 to 11/30/14 $122,522.40 $10,210.20
12/1/14 to 11/30/15 $124,878.60 $10,406.55
12/1/15 to 11/30/16 $127,234.80 $10,602.90
6. Direct Expenses Base. All Direct Expenses for the calendar year 2007
shall be grossed up to 100% occupancy (subject to the provisions of Paragraph 6
of the Lease). The Direct Expenses Base set forth in this Amendment shall be
effective as of the Extended Term Commencement.
7. Brokers. Landlord shall pay a commission to Colliers International
("Tenant's Broker") and Cornish & Xxxxx Commercial ("Landlord's Broker")
pursuant to a separate agreement. Each party shall indemnify, protect, defend
and hold the other harmless from and against any claims for commissions or
finder's fees from any broker other than Tenant's Broker or Landlord's Broker,
or commission arising out of any agreement, act or conduct of the indemnifying
party. Landlord shall be responsible for any fees, commissions or expenses due
to Tenant's Broker or Landlord's Broker as part of this transaction or this
Amendment.
8. Option Extinguished. By executing this Amendment, Tenant
acknowledges that it has exercised its extension option and that Tenant has no
further right to extend the term of the Lease.
9. No Other Amendment. Except as amended in this Amendment, Tenant
shall occupy the Premises in accordance with the terms and conditions of the
Lease.
10. Ratification. Landlord and Tenant ratify and confirm the Lease, as
amended hereby.
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of
the Reference Date.
LANDLORD: TENANT:
XXX XXX KEE, LIMITED, a Hawaii AMERICAN RIVER BANK,
corporation, doing business as a California corporation
Twin Trees Land Company
By: /s/ XXXXXXXX X. XXXXXXX
By: /s/ XXXXXXX XXX ------------------------
---------------------- Its: Chief Financial Officer
Its: Vice President -----------------------
--------------------
By: /s/ XXXXX X. XXXXX
------------------------
Its: Chief Executive Officer
-----------------------
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EXHIBIT A-2
Cost Itemization for Tenant Improvements
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EXHIBIT A-3
Tenant Improvement Specifications For Allowance Work
ITEM SPECIFICATIONS
Partitioning: 3-5/8" metal studs at 24" on center with 5/8" drywall
9'2" high. Corridors to be fire rated drywall. Walls
to be painted to be taped and textured. Walls to
receive wallcovering to be taped and sanded smooth.
Walls to be sealed with foam tape where wall
partition joins window sections.
Doors: Calwood or equal prefinished solid core plain sliced
red oak doors with hardwood edges sized 3'0" x 8'10"
x 1-3/4". Corridor doors to be 20 minute labeled.
Door frames to be 9'0" high metal, 20 minute labeled
as approved by project architect.
Door Hardware: Entry Doors: Hardware to be two (2) pair ball bearing
hinges with closer, floor stops and Schlage Oly "D"
series or equal mortise lock, all with polished
chromium finish.
Passage Doors: Hardware to be two (2) pair hinges
with floor or wall stop as required and Schlage Oly
"D" series or equal passage or locking lock, all with
polished chromium finish.
Door Closers: 4041 CUSH or equal.
T-Bar Grid: Xxxx DXL fire rated T-bar Grid
suspension system.
Ceiling Tile: 2' x 4' Xxxxxxxxx "Minaboard"
flat lay-in, non-directional, fissured acoustical
tile.
Floor Covering: Carpet: Textured Loop, 26 oz per square yard face
weight, solution dyed yarn, 1/10" gauge, 10 stitches
per inch., 0.132 inches pile thickness, 6,591 oz per
cubic yard, polypropylene primary backing, and
'ActionBac' secondary backing.
Exterior Window Covering: Xxxxxx 3-1/2" PVC "Suntura" white vertical louvre
drapes suspended from a Xxxxxx G-71 2" x 1-3/4"
headrail.
Electrical Duplex Outlets: Outlets: Specification grade Xxxxxxx XX series, or
equal.
Wiring: T.H.H.N. No. 12.
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Electrical Wall Switches: Specification grade Xxxxxxx XX series, or equal.
Light Fixtures: Fluorescent Fixtures: 2' x 4' Lithonia Model No.
2PM3GB340-186-ES-SLP, 18 cell, parabolic, 3 lamp
fixture, or equal.
Fixture Lens/Light Bulbs: Lithonia 1.10 lens with
cool white fluorescent tubes.
Wall Paint: All walls to be painted with one (1) finish coat.
Fire Sprinklers: Semi-recessed chrome heads with chrome ceiling
plates.
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EXHIBIT B
Work Letter Agreement
Landlord and Tenant execute this Work Letter Agreement (this "Agreement")
simultaneous with the execution of the First Amendment to the Lease (the
"Amendment") covering those certain premises located at 0000 Xxxxxxx Xxxxxxxxx,
Xxxxxxxxx, Xxxxxxxxxx, Xxxxx 000, as more particularly described in Exhibits A
and A-1 to the Amendment (the "Premises").
To induce Tenant to enter into the Amendment (which is hereby incorporated
by reference to the extent that the provisions of this Agreement may apply
thereto) and in consideration of the mutual covenants hereinafter contained,
Landlord and Tenant mutually agree as follows:
1. DEFINITIONS. Unless otherwise defined in this Agreement, the
capitalized terms used herein shall have the meaning assigned to them in the
Lease.
2. REPRESENTATIVES. Landlord hereby appoints Xxx Xxxxxx as Landlord's
representative to act for Landlord in all matters covered by this Agreement.
Tenant hereby appoints Xxxxxxx Xxxxx as Tenant's representative to act for
Tenant in all matters covered by this Agreement. All inquiries, requests,
instructions, authorizations and other communications with respect to the
matters covered by this Agreement shall be related to Landlord's representative
or Tenant's representative, as the case may be. Tenant will not make any
inquiries of or requests to, and will not give any instructions or
authorizations to, any other employee or agent of Landlord, including Landlord's
architects, engineers, and contractors or any of their agents or employees, with
regard to matters covered by this Agreement. Either Landlord or Tenant may
change its representative at any time by written notice to the other.
3. TENANT SPACE PLAN AND PRELIMINARY TENANT IMPROVEMENT COST
ITEMIZATION. To the extent required for the scope of Tenant's improvements,
Landlord and Tenant shall approve a preliminary space layout and improvement
plan for the Premises (the "Tenant Space Plan") to be attached to the Amendment
as Exhibit A. While the scope shall be determined by Tenant and approved by
Landlord, the determination of whether a Space Plan is required or not shall be
determined in Landlord's reasonable discretion. Exhibit A-2 shall be attached to
the Amendment and is Landlord's estimate of the cost of constructing the
improvements to the Premises desired by Tenant ("Preliminary Tenant Improvement
Cost Itemization"), which shall be prepared once the Tenant Space Plan is
mutually approved (or, upon Tenant's improvements not requiring a Space Plan,
once the scope of Tenant's improvements are determined by Tenant and approved by
Landlord).
4. TENANT WORKING DRAWINGS. Based upon the approved Tenant Space Plan,
Landlord will, through Landlord's architect or space planner, cause working
drawings for the improvements to the Premises ("Tenant Working Drawings") to be
prepared and delivered to Tenant within a reasonable period of time after
execution of the Amendment. The Tenant Working Drawings will include all
architectural, mechanical and electrical engineering plans required for the
issuance of permits and the completion of the Tenant Improvements including
complete detailed plans and
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specifications for Tenant's partition layout, reflected ceiling, heating and air
conditioning, electrical outlets and switches, telephone outlets, plumbing, fire
sprinklers and finish specifications. It is further agreed that all plans and
specifications referred to in this Paragraph 4 above are subject to Landlord's
approval, which Landlord agrees shall not be unreasonably withheld. Landlord's
preparation or approval of the Tenant Working Drawings, the Tenant Space Plan
and any other plans or specifications shall not constitute any representation as
to the adequacy, efficiency, performance or desirability of any space plan or
improvements. Tenant shall furnish Landlord, within three (3) business days
after Landlord's request, all information necessary to enable Landlord to
complete the Tenant Working Drawings. Any interior design services, such as
selection of paint colors, wall coverings, fixtures, furnishings, carpeting or
design of millwork or other special items shall be provided by Tenant at its
expense, but shall be subject to the reasonable approval of Landlord. Tenant
shall furnish Landlord, within three (3) business days after Landlord's request,
all interior design information necessary to enable Landlord to complete the
Tenant Working Drawings.
5. NO SUBSTITUTIONS OR CREDITS. Notwithstanding any other provision of
this Agreement, Tenant acknowledges that Landlord requires that the Premises and
the Tenant Improvements meet the specifications set forth on Exhibit A-3
attached to the Amendment and by this reference made a part hereof. In order to
preserve uniformity and the construction standards of the Building, Tenant shall
be entitled to make no substitutions or alterations to the specifications set
forth in Exhibit A-3 to the Amendment.
6. COST OF CONSTRUCTION AND PLANS. In connection with the Tenant
Improvements to be constructed by Landlord, Landlord shall contribute the
following allowance (the "Allowance"): $7.00 per square foot of Usable Area in
the Premises for a total of $24,115.00 toward the cost of construction and
installation of Tenant Improvements, the preparation of the Tenant Space Plan
and Tenant Working Drawings, which shall be used by Tenant, in any event, no
later than October 31, 2007. The balance, if any, of the cost in completing the
Tenant Improvements (the "Above-Allowance Work"), including, but not limited to,
the cost of overhead, supervision and profit, shall be paid to Landlord in
accordance with Paragraph 11 below. If the actual cost of the Tenant
Improvements is less than the amount of the Allowance, Landlord shall retain the
excess.
7. FINAL TENANT COST PROPOSAL. At the time Landlord delivers the Tenant
Working Drawings (or within a reasonable time after Landlord approves the scope
of Tenant Improvements), Landlord will provide Tenant a final cost proposal for
constructing the improvements to the Premises in accordance with the Tenant
Working Drawings (the "Final Tenant Cost Proposal"). The Final Tenant Cost
Proposal will be based on actual bids received by Landlord's contractor and
shall set forth the cost to Tenant of constructing the Above-Allowance Work.
Landlord shall contract directly with Landlord's contractor to construct the
Tenant Improvements pursuant to the Tenant Working Drawings (or the scope of
Tenant Improvements) and in accordance with the terms of this Agreement and the
Lease.
8. APPROVAL OF TENANT WORKING DRAWINGS AND FINAL TENANT COST PROPOSAL.
Tenant will deliver to Landlord written approval
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of the Tenant Working Drawings (as applicable) and an executed Final Tenant Cost
Proposal within five (5) business days after Tenant receives such items, except
that Tenant's approval of the Final Tenant Cost Proposal shall not be required
if the Final Tenant Cost Proposal is for an amount not in excess of the
Allowance. Landlord shall use reasonable care in preparing the Final Tenant Cost
Proposal, provided, however, that the Final Tenant Cost Proposal shall not limit
Tenant's obligation to pay the actual cost of the Above-Allowance Work if such
cost is attributable to: (i) any changes in the Tenant Working Drawings required
by the governmental authority issuing the building permits for the Tenant
Improvements; or (ii) any changes, modifications, or change orders requested by
Tenant.
9. MODIFICATIONS TO TENANT WORKING DRAWINGS AND FINAL TENANT COST
PROPOSAL. Tenant may reject the Tenant Working Drawings if there is a variance
in design from the Tenant Space Plan. In such event, Landlord will promptly
revise the Tenant Working Drawings. If Tenant timely rejects the Final Tenant
Cost Proposal, Tenant will have a period of five (5) days after such rejection
during which to suggest cost-saving measures. During such five (5)-day period,
Landlord's representative will be available for a cost reduction consultation
with Tenant. Landlord will act in a reasonably diligent manner in approving or
rejecting modifications to the Tenant Working Drawings (or the scope of Tenant
Improvements) requested by Tenant and in causing revised Tenant Working Drawings
(reflecting approved modifications) and a revised Final Tenant Cost Proposal to
be prepared. Tenant shall approve such revised Tenant Working Drawings and/or
revised Final Tenant Cost Proposal within five (5) days of receiving same.
10. EFFECT OF APPROVAL. Tenant's approval of Tenant Working Drawings
(initial or revised) will constitute Tenant's acknowledgment that such drawings
correctly depict the proper layout and design for any and all improvements to
the Premises desired by Tenant. Tenant's execution of a Final Tenant Cost
Proposal will constitute authorization to Landlord to proceed with and complete
construction of Tenant Improvements in the Premises. All of the work called for
by the Tenant Working Drawings will be performed by one or more contractors
engaged by Landlord. Following approval of the Tenant Working Drawings and the
Final Tenant Cost Proposal, if necessary, Landlord will submit the Tenant
Working Drawings to the appropriate governmental authorities for necessary
approvals and building permits.
11. PAYMENT FOR ABOVE-ALLOWANCE WORK. Within 10 days after substantial
completion of the Tenant Improvements, Tenant will pay to Landlord one hundred
percent (100%) of the cost of the Above-Allowance Work. Should Landlord waive
any of the standard Building criteria set forth in Exhibit A-3 to the Amendment,
Tenant shall not be entitled to any credit therefor. Landlord shall not be
obligated to commence any construction (including any ordering or purchasing of
materials) of Tenant's improvements until Tenant has approved the Tenant Working
Drawings, and has executed and delivered to Landlord a Final Tenant Cost
Proposal. All amounts payable by Tenant under this Agreement shall constitute
additional rent under the Lease, and Landlord shall have the same remedies
against Tenant for default in the payment thereof as in the case of Tenant's
failure to pay any other sum due under the Lease.
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12. Intentionally Omitted.
13. PUNCHLIST PROCEDURE. Following Landlord's substantial completion of
the Tenant Improvements, but prior to the date that Tenant commences its
fixturization, Landlord and Tenant shall inspect the Premises and jointly
prepare a punchlist of agreed upon items of construction remaining to be
completed by Landlord. For purposes of the Amendment, the Lease, this Work
Letter Agreement and any Early Possession Agreement, Landlord's substantial
completion of the Tenant Improvements shall be deemed to occur when Landlord, in
the good faith exercise of its discretion, notifies Tenant that the Tenant
Improvements to be done by Landlord is substantially complete. Landlord shall
complete the items (except any long-lead items) set forth in the punchlist
within thirty (30) days after the preparation of the punchlist.
14. CHANGE ORDERS. Tenant may authorize changes in the work during
construction only by written instructions to Landlord's representative on a form
approved by Landlord. Also, such changes will be subject to Landlord's prior
written approval. Before commencing any change, Landlord will prepare and
deliver to Tenant, for Tenant's approval, the change order setting forth the
cost of such change, which will include associated architectural, engineering
and construction fees, if any, and six percent (6%) of the cost of such change
for Landlord's contractor's overhead. If Tenant fails to approve such change
order within three (3) days, Tenant will be deemed to have withdrawn the
proposed change and Landlord will not proceed to perform that change. If Tenant
timely approves such change order, Tenant will within ten (10) days of
Substantial Completion of the Tenant Improvements pay to Landlord any amounts
payable by Tenant in connection with the change orders provided in this
Paragraph.
15. Intentionally Omitted.
16. NO ROOF ACCESS. Tenant agrees that neither this Agreement nor the
Lease grants Tenant any right of access to the roof of the Building. Should
Landlord, in connection with this Agreement or the Lease, agree to mount
equipment of any nature on the Building roof, such equipment shall, at
Landlord's option, either be maintained and installed by Landlord, or maintained
and installed under Landlord's direction, unless this Agreement expressly
provides otherwise, all at Tenant's expense. Should this Agreement or the Lease
permit Tenant to install any equipment on the roof, any modifications to the
roof or the roof's structure to accommodate that equipment shall be made at
Tenant's sole cost and expense.
17. EXCESSIVE LOADS. Tenant agrees that should the nature of its layout
or any of its equipment, fixtures or furnishings to be placed in the Premises
place a burden in excess of the Building's designed load, Tenant agrees to pay
Landlord the cost of any modifications to the Building necessary to accommodate
Tenant's furniture, furnishings or layout.
18. ALTERATIONS. Any alterations or improvements desired by Tenant after
Landlord's delivery of the Tenant Improvements shall be subject to the
provisions of Paragraph 14 ("Alterations") of the Lease.
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If the foregoing correctly sets forth our understanding, please sign this
Agreement where indicated below.
LANDLORD: TENANT:
XXX XXX KEE, LIMITED, a Hawaii AMERICAN RIVER BANK,
corporation, doing business as a California corporation
Twin Trees Land Company
By: /s/ XXXXXXXX X. XXXXXXX
By: /s/ XXXXXXX XXX ------------------------
---------------- Its: Chief Financial Officer
Its: Vice President -----------------------
---------------
By: /s/ XXXXX X. XXXXX
------------------------
Its: Chief Executive Officer
-----------------------
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