EXHIBIT 10.22
ADDENDUM TO THE SHOPPING CENTER LEASE DATED JANUARY 31, 2004 BY AND BETWEEN
▇▇▇▇▇▇▇▇▇ FAMILY TRUST DATED JULY 7, 1988 AS LANDLORD
AND
NARA BANK, NATIONAL ASSOCIATION, AS TENANT
FOR THAT CERTAIN PROPERTY COMMONLY KNOWN
AS ZINFANDEL SQUARE SHOPPING CENTER
"THE LEASE"
1. RENT SCHEDULE:
Mos. PSF Monthly Annually
1-12 $1.25 $3,750.00 $ 45,000.00
13-24 $1.29 $3,862.50 $ 46,350.00
25-36 $1.33 $3,978.38 $ 47,740.50
37-48 $1.37 $4,097.73 $ 49,172.72
49-60 $1.41 $4,220.66 $ 50,647.90
2. OPTION: So long as Tenant is not in default of the
Lease, Tenant shall be entitled to two (2) five
(5) year options to extend the term of the
Lease. To exercise said option, Tenant must
provide Landlord a minimum of 180 days prior
written notice prior to the expiration of the
initial or extended term, as applicable. Failure
of Tenant to provide said notice shall deem
Tenant's option to be null and void.
Option Rent shall be as follows:
Mos. PSF Monthly Annually
Option #1:
1-12 $1.45 $4,347.29 $52,167.34
13-24 $1.49 $4,477.70 $53,732.36
25-36 $1.54 $4,612.03 $55,344.33
37-48 $1.58 $4,750.39 $57,004.66
49-60 $1.61 $4,892.90 $58,714.80
Option #2
1-12 $1.70 $5,088.62 $61,063.39
13-24 $1.76 $5,292.16 $63,505.93
25-36 $1.83 $5,503.85 $66,046.17
37-48 $1.91 $5,724.00 $68,688.02
49-60 $1.98 $5,952.96 $71,435.54
3. COMMENCEMENT OF
NNN CHARGES: Tenant's obligation to begin paying its prorata
share of NNN expenses shall be the earlier of
(i) Tenant's opening for business or (ii) the
rent commencement date.
4. EXCLUSIVE: During the term of the Lease, including any
extension periods, no other tenant in the center
may offer banking services to the public,
including a through-the-wall ATM, except for a
supermarket in the former Albertson's space, or
a successor of the existing supermarket in the
former Albertsons' space.
5. TENANT IMPROVEMENT
ALLOWANCE: Landlord shall provide a tenant improvement
allowance equal to $3.00 per square foot. Said
allowance shall be paid upon the following: 1)
Tenant's opening of business and commencement of
rent, 2) Landlord's receipt of all mechanic's
lien releases from contractors, subcontractors
or materialmen with lien rights with respect to
the Tenant's work and 3) Landlord's inspection
and approval (which will not be withheld,
delayed or conditioned if the improvements are
consistent with the plans previously approved by
Landlord) of the tenant improvements.
6. USE: Tenant shall not be allowed to rent or sell
Korean bakery items, Korean videos, or Asian
grocery items
Tenant acknowledges that the existing
supermarket in the former Albertson's space or
any successor thereto has the right to sublease
space within its premises and landlord makes no
representations that tenant will be the only
provider of the products and services that
tenant is allowed to sell per its use clause set
forth in section 3-s of this lease within the
shopping center.
7. SIGNAGE: Tenant shall have the right to signage above
its premises and one location on the
multi-tenant directory sign located on ▇▇▇▇▇
Drive. Tenant may, in a manner consistent with
the provisions and requirements of this Lease,
install, maintain, replace, remove or use any
communications or computer or other electronic
service wires, cables and related devices
(collectively the "Lines") at the Building in or
serving the Premises Tenant shall also have the
right to access to or space on the top of the
roof of the Building or elsewhere in the
Building and the Shopping Center in connection
with activities contemplated in this Lease in
connection with the installation of Lines.
8. LANDLORD'S WORK: Landlord shall repair ceiling and replace
damaged ceiling tiles.'
9. MAINTENANCE AND
REPAIR: Landlord shall, as a part of CAM, maintain and
repair the roof and building structure, as well
as HVAC, plumbing, and electrical throughout the
term of the lease.
10. SHOPPING CENTER
NAME: Tenant acknowledges that Landlord is in the
process of changing the name of the shopping
center.
11. CAM CHARGES: CAM charges, excluding taxes, insurance,
utilities, and security shall not increase by
more than five (5) percent per annum on a
cumulative basis. CAM charges shall be adjusted
to actual at the beginning of each five-year
option period. Tenant shall have the option, at
Tenant's expense (except if Landlord over bills
Tenant by more than 5%, in which case Landlord
shall pay for the audit) to audit CAM charges at
Landlord's principal place of business.
12. CONSENT: Regardless of any references to the terms "sole"
or "absolute" any time the consent of Landlord
or Tenant is required, such consent shall not be
unreasonably withheld, conditioned, or delayed.
Whenever this Lease grants Landlord or Tenant
the right to take action, exercise discretion,
establish rules and regulations, or make
allocations or other determinations (other than
decisions to exercise renewal options), Landlord
and Tenant shall act reasonably and in good
faith and take no action that might result in
the frustration of the reasonable expectations
of a sophisticated tenant or landlord concerning
the benefits to be enjoyed under this Lease.
CONSULT YOUR ADVISORS: This document (including its exhibits and addendums, if
any) has been prepared by Broker for approval by the undersigned respective
parties' legal counsel. Broker makes no representation or recommendation as to
the legal sufficiency or tax consequences of this document or the transaction to
which it relates. These are questions for an attorney or accountant.
Date:___________________________ Date:___________________________________
Landlord: ▇▇▇▇▇▇▇▇▇ Family Trust Tenant: NARA BANK, NATIONAL ASSOCIATION
a_______________________________ a_______________________________________
By:_____________________________ By:_____________________________________
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Print Name: Y. H. WON
Title: Trustee Title: Regional Manager, Northern
California Region
LANDLORD'S NOTICE OF LEASE TERM DATES
THIS AGREEMENT, made this________ day of_______, 2004, between ▇▇▇▇▇▇▇▇▇ Family
Trust dated July 7, 1988 (herein "Landlord") and
_________________________(herein "Tenant").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant have entered into that certain Lease
dated_____________("Lease") for a_________________located
at______________________
WHEREAS, Landlord and Tenant hereto set forth their agreements as to
the commencement of the term of the Lease.
NOW, THEREFORE, in consideration of the demised premises as described
in the Lease and the convenants set forth therein Landlord and Tenant agree as
follows:
1. The term of the Lease commenced on_______________.
2. The initial or base term of the Lease shall expire
on___________________.
3. Tenant has________________ (_______) option(s) of
______________ (____) years which is to be executed by
presentation to Landlord of notice at least six (6) months
prior to the expiration of the then current term.
4. The Rent Commencement Date under the Lease Agreement
is________________.
5. There are currently no uncured defaults on the part of either
Landlord or Tenant.
6. Square Footage contained in Demised Premises is _____________.
The Tenant's Estimated Proportionate Share is________%.
7. Monthly Base Rent and Additional Rent payable during the first
Lease Year are as follows:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
LANDLORD: TENANT:
By:_____________________________ By:_____________________________________
Date:___________________________ Date:___________________________________
By:_____________________________________
Date:___________________________________
NOTE: INITIAL ONLY THIS EXHIBIT PAGE. PLEASE DO NOT FILL OUT INFORMATION.
EXHIBIT "B"
SALES/LEASE DISCLOSURES
PROPERTY: ZINFANDEL SQUARE SHOPPING CENTER, RANCHO ▇▇▇▇▇▇▇
FLOOD ZONES. The property MAY OR MAY NOT BE located in a flood zone. Many
lenders require flood insurance for properties located in flood zones, and
government authorities may regulate development and construction in flood zones.
Whether or not located in a flood zone, properties can be subject to flooding
and moisture problems, especially properties on a slope or in low-lying areas or
in a dam inundation zone (California Government Code Section 8589.5). Buyers and
tenants should have their experts confirm whether the Property is in a flood
zone and otherwise investigate and evaluate these matters.
EARTHQUAKES. Earthquakes occur throughout California. According to Fault-Rupture
Hazard Zones in California Special Publication 42 [specific source], the
Property MAY OR MAY NOT BE situated in an Earthquake Fault Zone and/or a Seismic
Hazard Zone (Sections 2621 et seq. and Sections 2690 et seq. of the California
Public Resources Code, respectively.) Property development and construction in
such zones generally are subject to the findings of a geologic report prepared
by a state-registered geologist. Whether or not located in such a zone, all
properties in California are subject to earthquake risks and may be subject to a
variety of state and local earthquake-related requirements, including retrofit
requirements. Among other items, all new and existing water heaters must be
braced, anchored or strapped to resist falling or horizontal displacement, and
in sales transactions, sellers must execute a written certification that the
water heaters are so braced, anchored or strapped (California Health and Safety
Code Section 19211). Buyers and tenants should have their experts confirm
whether the Property is in any earthquake zone and otherwise investigate and
evaluate these matters.
HAZARDOUS MATERIALS AND UNDERGROUND STORAGE TANKS. Due to the prior or current
uses of the Property or in the area or the construction materials used, the
Property may have hazardous or undesirable metals (including lead-based paint),
mineral (including asbestos), chemicals, hydrocarbons, petroleum-related
compounds, or biological or radioactive/emissive items (including electrical and
magnetic fields) in soils, water, building components, above or below-ground
tanks/containers or elsewhere in areas that may or may not be accessible or
noticeable. Such items may leak or otherwise be released. Asbestos has been used
in items such as fireproofing, heating/cooling systems, insulation, spray-on and
tile acoustical materials, floor tiles and coverings, roofing, drywall and
plaster. If the Property was built before 1978 and has a residential unit,
seller/landlords are required to advise buyers/tenants if they have any
reasonable cause to believe that any hazardous substance has come to be located
on or beneath the Property (California Health and Safety Code Section 25359.7),
and sellers/landlords must disclose reports and surveys regarding asbestos to
certain persons, including their employees, contractors, buyers and tenants
(California Health and Safety Code Sections 25915 et seq.); buyers/tenants have
similar obligations. Have your experts investigate and evaluate these matters.
AMERICANS WITH DISABILITIES ACT (ADA). The Americans With Disabilities Act (42
United States Code Sections 12010 et seq.) and other federal, state and local
requirements may require changes to the Property. Have your experts investigate
and evaluate these matters.
TAXES. Sales, leases and other real estate transactions can have federal, state
and local tax consequences. In sales transactions, Internal Revenue Code Section
1446 requires buyers to withhold and pay to the IRS 10% of the gross sales price
within 10 days of the date of a sale unless the buyers can establish that the
sellers are not foreigners, generally by having the sellers sign a Non-Foreign
Seller Affidavit. Depending on the structure of the transaction, the tax
withholding liability can exceed the net cash proceeds to be paid to the sellers
at closing. California imposes an additional withholding requirement equal to 3
1/3% of the gross sales price not only on foreign sellers but also out-of-state
sellers and sellers leaving the state if the sales price exceeds $100,000.
Withholding generally is required if the last known address of the seller is
outside California, if the proceeds are disbursed outside of California or if a
financial intermediary is used. Have your experts investigate these matters.
FIRES. California Public Resources Codes Sections 4125 et seq. require sellers
of real property located within state responsibility areas to advise buyers that
the property is located within such a zone, that the state does not have the
responsibility to provide fire protection services to any structure within such
a zone and that such zones may contain substantial forest/wildland fire risks.
Government Code Sections 511788 et seq. require sellers of real property located
within certain fire hazard zones to disclose that the property is located in
such a zone. Sellers must disclose that a property located in a wildland or fire
hazard zone is subject to the fire prevention requirements of Public Resources
Code Section 4291 and Government Code Section 51182, respectively. Sellers must
make such disclosures if either the sellers have actual knowledge that a
property is in such a zone or a map showing the property to be in such a zone
has been provided to the county assessor. Properties, whether or not located in
such a zone, are subject to fire/life safety risks and may be subject to state
and local fire/life safety-related requirements, including retrofit
requirements. Have your experts investigate and evaluate these matters.
EXHIBIT "C"
______________ _______________
LANDLORD TENANT
SELLER/LANDLORD DISCLOSURE, DELIVERY OF REPORTS, PEST CONTROL REPORTS AND
COMPLIANCE WITH LAWS. Seller/Landlords are hereby requested to disclose directly
to buyers/tenants all information known to sellers/landlords regarding the
Property, including but not limited to, hazardous materials, zoning,
construction, design, engineering, soils, title, survey, fire/life safety, and
other matters, and to provide buyers/tenants with copies of all reports in the
possession of or accessible to seller/landlords regarding the Property.
Sellers/landlords and buyers/tenants must comply with all applicable federal,
state and local laws, regulations, codes, ordinances and administrative orders,
including, but not limited to, the 1964 Civil Rights Act and all amendments
thereto, the Foreign Investment in Real Property Tax Act, the Comprehensive
Environmental Response Compensation and Liability Act, and The Americans With
Disabilities Act. If a pest control report is a condition of the purchase
contract, buyers are entitled to receive a copy of the report and any
certification and notice of work completed.
PROPERTY INSPECTIONS AND EVALUATIONS. Buyer/tenants should have the Property
thoroughly inspected and all parties should have the transaction thoroughly
evaluated by the experts of their choice. Ask your experts what investigations
and evaluations may be appropriate as well as the risks of not performing any
such investigations or evaluations. Information regarding the Property supplied
by the real estate brokers has been received from their party sources and has
not been independently verified by the brokers. Have your experts verify all
information regarding the Property, including any linear or area measurements
and the availability of all utilities. All work should be inspected and
evaluated by your experts, as they deem appropriate. Any projections or
estimates are for example only, are based on assumptions that may not occur and
do not represent the current or future performance of the property. Real estate
brokers are not experts concerning nor can they determine if any expert is
qualified to provide advice on legal, tax, design, ADA, engineering,
construction, soils, title, survey, fire/life safety, insurance, hazardous
materials, or other such matters. Such areas require special education and,
generally, special licenses not possessed by real estate brokers. Consult with
the experts of your choice regarding these matters.
EXHIBIT "C"
______________ _______________
LANDLORD TENANT
TENANT'S ESTOPPEL CERTIFICATE
The undersigned hereby certifies as follows:
1. NARA BANK, NATIONAL ASSOCIATION, ("Tenant"), and ▇▇▇▇▇▇▇▇▇ FAMILY
TRUST DATED JULY 7, 1988 ("Landlord"), entered into a lease dated
DECEMBER 3, 2003 (said lease, together with any modifications or
amendments described in paragraph 2 below, is referred to herein as the
"Lease"), in which Landlord leased to Tenant certain premises
("Premises") located in the City of RANCHO ▇▇▇▇▇▇▇, and County of
SACRAMENTO commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, and more particularly
described as ZINFANDEL SQUARE SHOPPING CENTER
2. The Lease is in full force and effect and has not been assigned,
modified, supplemented or amended by Tenant except ____________________
_______________________________________________________________________
______________________________________________________________________.
3. The Lease constitutes the only agreement between Landlord and Tenant
with respect to the Premises.
4. The Lease does not confer upon Tenant any option or right of refusal to
purchase, option or right of first refusal to renew, extend or expand
other than ____________________________________________________________
_______________________________________________________________________
______________________________________________________________________.
5. There has been deposited with the Landlord as security for the
performance of Landlord's obligations under the lease, the amount of $
_____________. Apart from this security deposit, Landlord does not hold
any advance payment of rental, or any other form of rental or security
deposit.
6. The Rent Commencement Date of this Lease Is____________,
______________. The current minimum monthly rental under said lease is
______________________ ($______________ ) has been paid
through__________________________, 20 ___________________. No rent has
been paid by Tenant in advance other than
_______________($______________), for_________________________________.
7. Percentage rental, if any, in the amount of __________% is due and
payable (CIRCLE ONE) (monthly/quarterly/annually). All sales reports
required pursuant to the Lease have been filed with the Landlord
through______________, 20________.
8. Tenant's share of common area maintenance charges is payable (CIRCLE
ONE) (monthly/quarterly/annually) in the amount
of_______________($______________), and has been paid
through______________, 20__________.
9. Tenant is presently in possession of the Premises and the tenant
improvements required to be furnished according to the Lease have been
duly delivered by Landlord and accepted by Tenant, except:_____________
______________________________________________________________________.
10. Tenant knows of no uncured default in the performance of Landlord's
obligation under the lease, and Tenant has no existing claim against
Landlord by reason of any default by Tenant in the performance of
Landlord's obligations.
TENANT:
By:_____________________________ By:_____________________________________
Date:___________________________ Date:___________________________________
EXHIBIT "D"
[SITE PLAN MAP]
EXHIBIT "E"
LANDLORD'S
1.1 Except as to the obligations imposed upon Lessor in Paragraph 1.2 of
this Exhibit "F", Lessee accepts the premises in "as is" condition as of the
date of execution of this Lease by Lessee. Landlord shall deliver the 2 FIVE (5)
TON UNITS OF HVAC, which shall be installed within ten (10) business days of
Tenant's commencement of construction in the Premises, electrical and plumbing
in good working order for the first six (6) months of the lease.
EXHIBIT "F"
Page 1 of 3
TENANT'S WORK
2.1 Lessee shall, at its sole cost and expense, perform Lessee's work as
specified herein, in accordance with the requirements of this Exhibit "F" and
the Lease with which this exhibit forms a part. Lessee shall complete Lessee's
work in accordance with Article 7 of the lease herein.
2.2 Lessee shall be responsible for the cost of all improvements not listed
in Paragraph 1.2 above, in addition to performing the following work on the
premises, at Lessee's sole cost and expense. Lessee shall not perform any work
without Lessor's approval of work to be done. Lessee shall
a. FIXTURES: Fixtures in a manner comparable to a store of
similar nature.
b. SIGNS: Furnish and install signs in accordance with the
specifications provided by Lessor. Sign is to be installed no later
than thirty (30) days after Lessee's opening for business.
c. ELECTRICAL FIXTURES AND EQUIPMENT: All electrical work,
including all secondary distribution and hook-up not provided for in
Paragraph 1.2 herein, to include, if required by building code, any
illuminated exit signs due to Tenant operation.
d. TELEPHONE: Conduits for telephone wires within the demised
premises. Lessee shall be responsible for all arrangements relative to
telephone service.
▇. ▇▇▇▇▇: All interior demising walls, partitions and curtain
walls within the demised premises.
f. COVES AND CEILINGS: All special coves and ceilings.
g. FURNITURE AND FIXTURES: All store fixtures, cases, wood
paneling, cornices, etc.
h. SHOW WINDOW BACKGROUND, FLOORS, ETC.: All show window
floors, show window background, show window lighting fixtures, and show
window doors.
i. ALARM SYSTEMS, ETC.: All alarm or other protective devices.
j. SPECIAL PLUMBING: All extra plumbing, either roughing-in or
fixtures, required by Lessee.
k. SPECIAL VENTILATION: All ventilation and related equipment,
including show window ventilation.
l. ELECTRICAL OUTLETS: Tenant shall install all electrical
outlets within the demised space with the exception of the restroom and
those specified in 1.2.e.
3.1 All work done by Lessee in the demised area must be approved by Lessor
and Lessor's architect, as set forth below, and performed by A LICENSED
CONTRACTOR APPROVED BY LESSOR, WHICH WILL NOT BE UNREASONABLY WITHHELD.
_____________
Initial
3.2 Lessee may not install an exterior sign, finish or construction other
than on that which has been approved by Lessor. Lessee shall be entitled to
erect and construct such exteriors in keeping with the overall plans and design
of the project architect. Lessee shall not be permitted to maintain or place on
the building or the demised premises, any awning except with the written consent
of Lessor, which shall not be unreasonably withheld.
3.3 Any additional charges, expenses or costs arising by reason or
subsequent change, modification or alteration in the approved general plans and
specifications made at the request
EXHIBIT "F"
Page 2 of 3
of Lessee (including architect's fees), shall be at the sole cost and expense of
Lessee, and Lessor shall receive payment for such change, modification or
alteration prior to the performance of any work in the premises. No such
changes, modifications or alteration in said approved plans and specifications
can be made without the written consent of Lessor, after the written request
therefore by Lessee. No part of the cost of any trade fixture or personal
property of Lessee shall be payable by Lessor. Subject to the provisions of
Section 15.1 of the Lease.
3.4 The fact that Lessee may enter into possession prior to the actual
completion of the building for the purpose of performing Lessee's work or
installing fixtures and equipment, shall not be deemed an acceptance by Lessee
of completion by Lessor until actual completion has taken place. Lessee agrees
not to interfere with Lessor's performance of completing improvements as per
this Agreement. Should said interference occur, Lessor reserves the sole right
to have Lessee suspend Lessee's work until further notice from Lessor, or until
Lessor completes Lessor's work, whichever occurs first. In such event, Lessee
shall hold Lessor harmless and indemnify Lessor for any loss or damage to
Lessee's fixtures, equipment and merchandise and for injury to any person(s),
unless same be caused by the active negligence of Lessor or its agents.
3.5 Lessor agrees, at Lessor's expense, to obtain and maintain public
liability and workmen's compensation insurance adequate to fully protect Lessee
as well as Lessor from and against any and all liability for death of or injury
to person or damage to property caused in or about, or by reason of the
construction of Lessor's work. Lessee agrees, at Lessee's expense to obtain and
maintain public liability and workmen's compensation insurance adequate to fully
protect Lessor, as well as Lessee from and against any and all liability for
death of or injury to person or damage to property caused in or about or by
reason of the construction of Lessee's work. LESSEE SHALL PROVIDE THAT LESSOR BE
NAMED AS AN ADDITIONAL INSURED ON CERTIFICATES OF INSURANCE, BY LESSEE'S
CONTRACTOR AND SUBCONTRACTORS AND SIGN COMPANY AS WELL. LESSEE SHALL PROVIDE A
COPY OF CERTIFICATE OF INSURANCE TO LESSOR FOR LESSOR'S FILES.
3.6 Where final plans and specifications are in conflict with this Exhibit
"F", the provision of this Exhibit "F" shall prevail.
3.7 Upon actual completion of the building, if applicable, Lessor agrees to
file for record in the office of the county recorder of the county wherein the
premises are situated, NOTICE OF COMPLETION AS PERMITTED BY LAW OR CERTIFICATE
OF OCCUPANCY.
_____________
Initial
3.8 Lessee hereby releases Lessor from any claim whatsoever for damages
resulting from any delay in the date on which the demised premises shall be
ready for occupancy by Lessee, except as set forth in Article 6 of the lease.
3.9 LESSEE SHALL NOT PERFORM ANY WORK WITHOUT FIRST OBTAINING A BUILDING
PERMIT FROM THE LOCAL GOVERNING AUTHORITY, IF APPLICABLE. A CONDITION OF THE
LEASE IS THAT IT IS THE RESPONSIBILITY OF LESSEE TO PROVIDE COPY OF BUILDING
PERMIT TO LESSOR WHEN ISSUED AND TO PROVIDE TO LESSOR A COPY OF FINAL
ACCEPTANCE, BUILDING PERMIT CARD WITH COPY OF NOTICE OF COMPLETION WHEN WORK IS
COMPLETE. THIS INCLUDES COPIES OF ALL PERMITS FOR SIGNAGE. LESSEE SHALL ALSO
PROVIDE LESSOR WITH A COPY OF THE TENANT OCCUPANCY PERMIT.
3.10 Lessor SHALL BE GIVEN A COPY OF CONTRACTOR'S AND SUBCONTRACTOR'S ACTIVE
POCKET LICENSE EVIDENCING FULL COMPLIANCE WITH CALIFORNIA CONTRACTOR'S LAW.
_____________
Initial
3.11 It is Lessee's responsibility and cost to re-key locks for lease space
when occupancy is taken.
_____________
Initial
EXHIBIT "F"
Page 3 of 3
EXHIBIT "F"
Page 4 of 3
SIGN CRITERIA
ZINFANDEL SQUARE
SHOPPING CENTER
1. GENERAL REQUIREMENTS
A. Lessee shall submit, before fabrication, TWO (2) COPIES of the
proposed signs, including ONE (1) COPY, which is to be COLORED, to the
Lessor for approval. These drawings must include total number location,
size and style of lettering, material, type of illumination,
installation details, color selection, logo design, and wall graphics,
and must comply with all applicable governmental sign requirements.
B. All permits for signs shall be obtained and paid for by the
Lessee. The Lessee shall pay for all signs and their installation and
maintenance.
C. Lessee shall be responsible for the fulfillment of all
requirements and specifications.
D. The size, location, design, color, texture, lighting, and
materials of these signs shall in no way detract from the design of the
shopping center and the surrounding properties.
E. All signs, permits, drawings, and related expenses to be at
Lessee's sole cost and expense.
F. SIGNS TO BE INSTALLED WITHIN THIRTY (30) DAYS OF TENANT'S
OPENING FOR BUSINESS IN THE PREMISES TO LESSEE.
2. CONSTRUCTION REQUIREMENTS
A. Lessee is required to obtain from the appropriate governmental
agency any and all building and electrical permits.
B. Location of all openings for conduit in sign panels of
building walls shall be indicated by the sign contractor on drawings
submitted to Owner.
C. Each sign contractor must seal off and touch up all mounting
holes and leave premises free of debris after installation. The general
contractor or Lessor is authorized to correct all such work at the
expense of Lessee.
D. All signs must bear the "U.L." label and the installation must
comply with the appropriate governmental building and electrical codes.
E. Lessee shall be responsible for the operations of its sign
contractor.
F. Each sign shall not exceed seventy percent (70%) of the lineal
width of Lessee's storefront.
G. SIGN LETTERS SHALL NOT EXCEED TWENTY-FOUR (24") INCHES IN
HEIGHT UNLESS PRIOR APPROVAL FROM LESSOR HAS BEEN OBTAINED. LOGOS CAN
BE DISPLAYED EITHER INDIVIDUALLY OR IN A CAN CONTAINER NOT TO EXCEED
THIRTY (30") INCHES IN EITHER DIMENSION. SIGN LETTERS AND LOGOS SHALL
BE CONSTRUCTED OF GOLD CAPS AND GOLD RETURNS.
H. SIGN LETTERS SHALL PEG-OFF THREE-QUARTER (3/4") INCHES FROM
FASCIA SURFACE AND SHALL BE CONSTRUCTED OF POLISHED GOLD RETURNS WITH
POLISHED GOLD TRIM CAPS. ALL PEGS SHALL BE SEALED WITH APPROVED
SEALANT.
I. SIGN LETTERS SHALL BE INSTALLED SO THAT THEY ARE CENTERED
VERTICALLY IN THE FASCIA SIGN BAND AND HORIZONTALLY OVER TENANT'S
STOREFRONT.
LANDLORD: TENANT:
BY:______________________ BY: ______________________
EXHIBIT "G"
TENANT CONSTRUCTION COMPLIANCE AGREEMENT
DATE
NARA Bank, National Association
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: ZINFANDEL SQUARE
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
Dear Tenant:
Prior to any work performed at this facility, ▇▇▇▇▇▇▇▇▇ Properties requires a
$1,000.00 deposit for any damages and/or cleanup that the contractor may cause
inside and outside the premises. ▇▇▇▇▇▇▇▇▇ Properties must approve proposed work
BEFORE it is submitted to the City of Roseville. (Please refer to Exhibit "F" -
Tenant's Work, paragraphs 2.2 and 3.1.) Landlord, at his reasonable discretion,
will determine compliance/adherence to any and all items listed herewith.
▇▇▇▇▇▇▇▇▇ Properties, Inc., as owner of the property you are leasing space from,
wants to acquaint you with certain guidelines that we require our tenants to
follow. Whether or not you will be doing further construction on your space,
either with or without a contractor, we request that the following be adhered
to. These guidelines/requests will be enforced by our property manager to insure
that the property is not mistreated and it remains in its current maintained
shape. If you intend on having a contractor do your work, we request that a copy
of your contractor Active Pocket License is photocopied and a copy is placed in
our files (Please refer to Exhibit "F" - Tenant's Work, paragraph 3.10). You
must also request that ▇▇▇▇▇▇▇▇▇ Properties, Inc. be named additional insured by
your General Contractor and a copy of this endorsement be sent to our office for
our files. Under no circumstances shall an unlicensed or uninsured contractor be
employed to do any work of any nature on this property. Please verify that any
additional work you want done does not require building and/or fire department
permits. If so, we will require a copy of the permit once obtained and also at
the completion of your work, evidencing final building department signatures and
acceptance. Notice of Completion filing document will also be required.
1. If a key to any roof access padlock is requested for construction work,
one will be issued with a refundable deposit. If the key is for a lock
on a room, a $500.00 refundable deposit will be required, for a padlock
a $100.00 refundable deposit. Landlord/Owner at their sole discretion
decide on the importance of issuance of keys.
2. Temporary power is sole responsibility of tenant. Any existing
utilities already in place for your lease space are required to be
changed to tenants name upon space acceptance. Please check with our
office for this information and any help we may be to you to accomplish
this request.
3. Temporary sanitation facilities are the sole responsibility of tenant.
Be sure to have any portable facility placed on asphalt parking lot
away from other tenants to avoid obnoxious fumes. PLACE FACILITY ON
PLYWOOD TO PROTECT ASPHALT.
4. Trash and debris is a particularly important item. Not only is there a
lot of construction related trash that you need to make sure your
Contractor is responsible for removing from the site, but during the
fixturization of a tenants space we have found there is a lot of trash.
Please make arrangements to have your move-in trash, debris, cardboard
boxes etc. removed from the property. We do not have facilities for
this amount of trash. Under no circumstance is the landlord's refuse
containers to be used for any construction debris. Tenant is
responsible for daily housekeeping, lunch sacks, and delivery material,
etc. Instruct workmen to place all lunch, break debris, etc., in
appropriate containers you provide. No stockpiling of trash/debris on
the exterior of the premises.
5. No smoking is allowed inside of buildings. Smoking is to be done in a
designated area. You are responsible to police cigarette butts.
EXHIBIT "H"
Initial: _______________
6. Place your trash bins on plywood sleepers so not to scar, ▇▇▇▇ or
indent asphalt paving.
7. Any temporary office, bins, etc. to be placed on asphalt paving to be
done with plywood sleepers. Prior to the delivery of any bin/office,
etc. that will be placed in parking lot, tenant or their representative
is to receive prior authorization of its location with landlord to
insure its placement is not conflicting with other tenants or the
center's use.
8. All access to space for construction purposes is to be done through
rear or side doors. FRONT DOORS ARE NOT TO BE USED FOR DAILY ACCESS
except for deliveries or occasional use unless construction cannot be
performed without additional costs using such doors.
9. Landlord's roofing contractor is to perform, at reasonable market
rates, all roof patching and tieins and repairs. Specific guidelines
are to be followed as to roof ▇▇▇▇ types, placement of same, etc.
Verify with landlord prior to any roof patching the roofing contractor
on project so as not to jeopardize or void any warranty. Attached
roofing specs must be adhered to. If Landlord has approved the
installation of any roof top equipment, a raised platform may be
required for equipment to set on (see drawing).
10. Any damage to exterior caused by wall penetration to be repaired to
match adjacent surfaces to landlord's satisfaction. Verify with
landlords representative prior to any holes being drilled. Placement,
size and caulking are to be discussed prior to work.
11. ALL SIDEWALKS AND CURBS that are adjacent to accessible space or used
for construction to be covered with plywood 100% -- no exceptions.
Curbs are to be protected. Under no circumstance is any construction
traffic to come into contact with unprotected concrete.
12. Daily: Tenant or their representative is to police exterior and pick up
any debris caused by their operations.
13. Under no circumstance is any concrete trucks or concrete transports to
be washed off on site. Off site facilities are to be arranged for. If
any sand or gravel is necessary to be delivered on site, unless it is
going directly into space, 100% of asphalt paving is to be protected so
it does not come into contact with finished surface.
14. If any concrete saw cutting or coring is to be done, all slurry is to
be vacuumed and disposed of off site or within tenant's space.
15. When landlord provides HVAC units, contact our office for phone number
of HVAC contractor for start up, if applicable.
16. If necessary, hose down facility to control any debris, dirt, sawdust,
etc. on a daily basis. If a hose ▇▇▇▇ is used or a quick coupler, it is
your responsibility to use the proper wrench for activating device.
Under no circumstance are pliers or unsuitable devices accepted.
Repairs will be made and charged accordingly for the damage. Be sure
all hoses are working properly with no splits or leaks to cause
unnecessary slip and fall hazards on any public walkway.
17. No exterior modification to building is to be done without landlord's
prior permission and written authorization. If necessary, landlord will
advise of subcontractors to use if special conditions exist. This
includes core drilling for drain lines, vent pipes, etc.
18. Control workmen from parking in front of existing occupied tenant
spaces during business hours so as not to disrupt existing tenants in
center.
19. Under no circumstances are construction advertising signs allowed on
the property outside of the tenants leased space.
20. Landlord encourages their Fire Sprinkler contractor for any
modification to the system. If they are not selected, then Landlord
requests that tenant and or their contractor provide them, for their
approval, the fire sprinkler contractors name with a copy of their
active pocket license evidencing their compliance with State Law along
with a certificate of insurance for the property. Special access and
notification may be required for this work, so please schedule
accordingly.
EXHIBIT "H"
Initial:___________
21. Check with the fire department to verify if a separate fire alarm
permit and plans will be required for any modification you plan to do
in the space. Again, Landlord will request that their subcontractor be
used. If not then special conditions may apply.
22. Promotional items for indicating grand openings etc. are sometimes
requested. Please check with our office prior to ordering any special
advertising items intended to be used outside. that are Landlord does
not allow certain types of items to be used.
23. If Landlord has allowed temporary signage, such as banners, to be used,
we request that they be removed/taken down once the permanent signage
has been installed.
24. Unless Landlord has given prior approval for "sandwich" type sidewalk
signboards to be used, none shall be placed on exterior sidewalks or on
the Some cities have ordinance property. regarding this advertising.
From time to time, landlord at their sole discretion may amend this document.
Upon delivery and receipt by tenant of any amendment made, tenant and/or their
representative acknowledge their agreement and compliance.
Your help and enforcement is appreciated. We look forward to your completion and
addition to our center.
Sincerely,
▇▇▇▇▇▇▇▇▇ PROPERTIES, INC.
READ AND ACKNOWLEDGED
TENANT:
By: __________________________ Date: ___________________
CONTRACTOR:
By: __________________________ Date: ___________________
LANDLORD:
By: __________________________ Date: ___________________
DEPOSITS RECEIVED:
Damage Deposit: $1,000.00 Date Received: __________
Roof Access Deposit: $ 500.00 Date Received: __________
Pad Lock Deposit: $ 100.00 Date Received: __________
EXHIBIT "H"
Initial:__________
ROOF SPECIALTIES AND ACCESSORIES SPECIFICATIONS
1. Penetration clearance must be a minimum of 18" from walls, 18" from the
center of cricket waterways, and a minimum of 18" from other
penetrations or projections such as pipes, vents, walls, curbs, etc.
(See penetration clearance detail.)
2. All flashing flanges must have a minimum of a 12" flange and be
fabricated out of galvanized lead or copper such as pipes, vents,
scuppers, edge metal, etc.
a. All seams are to be lead soldered - NO CAULKING
b. No Oatey type flashing will be permitted - RUBBER TOP TYPE
2.1. If roof insulation is specified:
a. All flashing must be fabricated out of lead.
b. Where galvanized or copper flashing flanges are used, a wood
nailer and/or nailers must be installed over deck and under
flange equal to heights of the total thickness of the
insulation system such as pipes, vents, scuppers, roof hatch,
factory curbs, edge metal, etc. (Fasten blocks to deck.)
3. Scupper to be on roof and properly fit. Scupper must slide in and out
with ease.
a. Scupper tube through wall must be long enough to extend 1"
beyond the outside finish (concrete, stucco, or wood) of the
wall.
b. Provide continuous sealant along four ides at the intersection
between scupper and outside wall surface.
3-1. If roof insulation is specified:
Where galvanized or copper flashing flanges are used, a wood nailer
and/or nailers must be installed over deck and under flange equal to
heights of the total thickness of the insulation system such as pipes,
vents, scuppers, roof hatch, factory curbs, edge metal, etc. (Fasten
blocks to deck.)
4. Pipe through roof to be installed a minimum of 8" above top of deck.
Pipe must be secured from the underside of deck to insure no horizontal
or vertical movement.
4.1. If roof insulation is specified:
Pipe through roof to be installed a minimum of 8" above top of
insulation system.
5. All flashing flanges must be spotted on the pipe projection where the
flashing is to be installed. If pipe is not through roof, spot flashing
flange on roof deck surface with two nails or screws. Leave fastener
head projecting 1/4" above deck surface for easy removal.
a. Roofer cannot be responsible for the correct location of the
flashing flanges without a pipe through the roof deck.
b. Roofer cannot be responsible for sealing the intersection
between the pipe and top of flashing, if the pipe is NOT
through the deck and secured from the underside.
c. Roofer will accept responsibility for the correct location of
lashing flanges where NO pipe or stub-outs are installed, ONLY
if a detailed roof plan is supplied to roofer by the General
Contractor one day before the start of roofing. The plan must
clearly note the number, size, and location of pipes.
6. Cast iron drains to be installed with all-thread rod. Rod to be 2-1/2"
long after rod is screwed into drain. Plumber to supply one washer and
one nut per rod.
6.1. If roof insulation is specified:
Drain bowl can be installed over wood nailer, insulation and/or deck.
Architect, General Contractor, roofer and plumber to review.
7. Curbs to be installed a minimum of 8" above top of roof deck.
EXHIBIT "H"
Initial: __________
7.1. If roof insulation is specified:
Curb to be installed a minimum of 8" above top of insulation system.
NOTE: If crickets are specified for item 7 or 7.1 above, curbs are to
be installed a minimum of 8" above the ridge and/or high point of the
cricket.
8. Self-Curbing Roof hatch with insulation on sides.
a. Remove insulation from sides of roof hatch.
b. Install new 3/4" or 1" wood nailers at the sides of roof
hatch. Corner nail and/or screw only. (By others.)
c. Install new counter flashing at sides of roof hatch after
roofing is installed (By others.)
9. Mechanical factory metal curbs.
a. Install curb on top of double wood leverer/nailers.
b. Install rigid insulation (Polyisocyanurate or Perlite type
ONLY) at all sides of metal curbs equal to the thickness of
factory applied wood nailer. (By others.)
c. Curbs to be installed a minimum of 8" above top of roof deck.
9.1 If roof insulation is specified:
Curb to be installed a minimum of 8" above top of insulation system.
NOTE: 1) It is the responsibility of the mechanical
subcontractor to install counter flashing before
installing AC unit - NOT AFTER.
2) Counterflashing to be installed with caulking at laps
and screwed with 3/8" head screw through 5/8" steel
neoprene washer 18" O.C.
10. Edge metals flashing flanges with or without gutter.
a. Edge metal to be 2" face with a grid or drop edge x 4" flange
on roof - "L" type.
b. Edge metal to be supplied and loaded on roof by others.
c. Roofer will install edge metal and may or may not install
gutter clips. Architect, General Contractor, roofer and sheet
metal subcontractor to review.
10.1 If roof insulation is specified:
a. Where galvanized or copper flashing flanges are used, a wood
nailer and/or nailers must be installed over deck and under
flange equal to heights of the total thickness of the
insulation system such as pipes, vents, scuppers, roof hatch,
factory curbs, edge metal, etc. (Fasten blocks to deck.)
b. If gutters are used, gutter clips must be furnished and loaded
by others.
11. All accessories to be installed properly AC curbs, AC plenums,
platforms, skylights, roof hatch, flashing flanges, etc. Architect,
General Contractor, roofer and all subcontractors to review.
GENERAL INFORMATION
It is not the responsibility of landlord to protect the completed roofing
surface from traffic from subcontractors. Each subcontractor and/or the General
Contractor is responsible for the protection of the roof surface by:
- Cleaning up as you go.
- Cleaning up each day.
- Storing materials on plywood sheeting and/or pallets.
EXHIBIT "H"
Initial:__________
- At work area using plywood sheeting to stand on.
During the warranty and/or guarantee period, if Owner, General Contractor and/or
subcontractor allows alternation or damage of roof by anyone other than
landlord's specified roofer, including cutting or patching, in connection with
penetrations and/or roof top mounted equipment, the warranty and/or guarantee
shall be null and void until such alternations or damage has been repaired by
landlord's specified roofer and until such cost and expense thereof has been
paid by owner or other responsible party so designated.
EXHIBIT "H"
Initial:__________
NARA BANK, NATIONAL ASSOCIATION, AS
"TENANT AND ▇▇▇▇▇▇▇▇▇ FAMILY TRUST
DATED JULY 7, 1988, AS "LANDLORD"
Zinfandel Square
SHOPPING CENTER LEASE
TABLE OF CONTENTS
PAGE
Article 1 LEASE OF PREMISES ............................................ 2
Article 2 LEASE REVIEW OBLIGATIONS OF LANDLORD AND TENANT .............. 2
Article 3 DEFINITIONS .................................................. 2
Article 4 SHOPPING CENTER PLAN ......................................... 4
Article 5 OTHER TENANCIES .............................................. 4
Article 6 DELIVERY OF POSSESSION ....................................... 4
Article 7 TENANT'S WORK ................................................ 4
Article 8 RENT ......................................................... 4
Article 9 NET SALES .................................................... 6
Article 10 POSSESSION AND USE ........................................... 7
Article 11 UTILITIES SERVICES ........................................... 7
Article 12 INDEMNITY OF TENANT .......................................... 8
Article 13 INSURANCE - WAIVER OF SUBROGATION ............................ 8
Article 14 TITLE OF LANDLORD ............................................ 9
Article 15 TENANT'S RIGHT TO MAKE ALTERATIONS ........................... 10
Article 16 MECHANICS' LIENS ............................................. 10
Article 17 ADVERTISING MEDIA ............................................ 11
Article 18 FIXTURES AND PERSONAL PROPERTY ............................... 11
Article 19 ASSIGNING, MORTAGAGING, SUBLETTTING, CHANGE IN OWNERSHIP ..... 12
Article 20 TENANT'S CONDUCT OF BUSINESS ................................. 13
Article 21 REPAIR AND MAINTENANCE OF THE PREMISES ....................... 13
Article 22 CASUALTY DAMAGE AND RECONSTRUCTION ........................... 14
Article 23 EMINENT DOMAIN ............................................... 15
Article 24 COMMON AREAS ................................................. 16
Article 25 DEFAULTS BY TENANT ........................................... 18
Article 26 DEFAULTS BY LANDLORD ......................................... 19
Article 27 ATTORNEYS' FEES .............................................. 20
Article 28 SUBORDINATION - ATTORNMENT ................................... 20
Article 29 QUIET POSSESSION ............................................. 20
Article 30 MERCHANT'S ASSOCIATION ....................................... 21
Article 31 CAPTIONS; JOINT AND SEVERAL LIABILITY ........................ 21
Article 32 NOTICES ...................................................... 21
Article 33 OBLIGATIONS OF SUCCESSORS .................................... 21
Article 34 CONSENT OF LANDLORD AND TENANT ............................... 21
Article 35 SECURITY DEPOSIT ............................................. 21
Article 36 MISCELLANEOUS ................................................ 22
Article 37 BROKERS ...................................................... 24
Article 38 COMPLIANCE ................................................... 24
EXHIBITS EXHIBIT "A" INTENTIONALLY OMITTED
EXHIBIT "B" LANDLORD'S NOTICE OF LEASE TERM DATES
EXHIBIT "C" SALE/LEASE DISCLOSURES
EXHIBIT "D" ESTOPPEL CERTIFICATE FORM
EXHIBIT "E" PLAN SHOWING THE PREMISES & SHOPPING CENTER
EXHIBIT "F" LANDLORD'S/TENANT'S WORK
EXHIBIT "G" SHOPPING CENTER SIGN CRITERIA
EXHIBIT "H" TENANT'S CONSTRUCTION COMPLIANCE AGREEMENT
____________________ ______________________
Landlord Tenant
1
This Lease between ▇▇▇▇▇▇▇▇▇ Family Trust dated July 7, 1988 (Landlord"), and
NARA Bank, National Association ("Tenant"), is dated January 31, 2004
1. LEASE OF PREMISES.
In consideration of the Rent and all other charges to be paid by Tenant and in
accordance with all of the provisions of this Lease, Landlord leases to Tenant
and Tenant leases from Landlord the demised Premises within the building within
the Shopping Center shown by diagonal lines on the plan attached hereto as
Exhibit "E", and further described at Article 3.k. The Premises are located
within the Shopping Center described in Article 3.m. Tenant shall have the
non-exclusive right (unless otherwise provided herein) in common with Landlord
and other tenants, subtenants and invitees of the Shopping Center, to use of the
Common Areas (as defined at Article 3.e.). Notwithstanding any of the other
provisions of this Lease, Tenant shall have no obligations hereunder unless and
until Tenant has obtained the approval of the appropriate government regulators
(including, without limitation, the Office of the Comptroller of the Currency)
to operate a banking office and automated teller machine within the Premises,
which shall occur no later than sixty (60) days after the execution of this
Lease or Landlord shall have the option to terminate this Lease.
2. LEASE REVIEW OBLIGATIONS OF LANDLORD AND TENANT.
Landlord and Tenant acknowledge and agree that each has the responsibility to
personally review and approve the contents of this Lease and to have this Lease
reviewed, approved, and modified as needed by its attorneys before the Lease is
signed.
3. DEFINITIONS.
As used in this Lease, the following terms have the following meanings:
b. BROKER(S)
Landlord's Broker: CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc.
Tenant's Broker: CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc.
Landlord's Broker hereby discloses to Landlord and Tenant that Landlord's Broker
is acting in this transaction as the agent of (check applicable box below):
Landlord exclusively; or
X Both Landlord and Tenant.
__ Landlord and Tenant each consent to such representation by
Landlord's Broker.
c. LEASE COMMENCEMENT DATE: Upon Landlord's delivery of Premises to Tenant,
which Landlord shall do on or before the Outside Date for Delivery of
Possession, or Tenant may Terminate the Lease at its sole option as provided
in Section 6 hereof.
d. RENTAL COMMENCEMENT DATE:
(ii) The earlier of (a) the date Tenant opens for business in the Premises
or (B) One Hundred Twenty (120) days after substantial completion of
Landlord's Work in the Premises (as defined in Exhibit "F" to the Lease).
The date of such substantial completion is the date the Premises are
substantially complete to the extent of Landlord's Work, except for such
work that Landlord cannot complete until Tenant performs necessary portions
of Tenant's Work (as defined in Exhibit "F"). Substantial completion of
Landlord's Work shall be evidenced by notice to Tenant from Landlord's
architect or designated representative that substantial completion has
occurred; or
Tenant shall commence Tenant's Work promptly upon substantial completion of
Landlord's Work and shall diligently complete Tenant's Work so that Tenant
can promptly open for business in the Premises.
e. COMMON AREAS: All areas, structural portions, facilities and equipment of
the Shopping Center outside of the Premises and of the premises of other
tenants, but within the exterior boundaries of the Shopping Center that are
provided and designated by Landlord from time to time for the general use,
benefit and/or convenience of Tenant and/or other tenants of the Shopping
Center and/or their respective authorized representatives and
2
invitees. Common Areas include without limitation, pedestrian walkways and
patios, landscaped areas, sidewalks, service corridors, public restrooms,
stairways, roofs, walls, plazas, malls (including any enclosed malls where
climate control is provided), throughways, loading areas, parking areas,
all signage surfaces, including but not limited to building surfaces and
monument/pole signs, and roads, all as generally shown on the plan
attached hereto as Exhibit "E". Landlord shall have the right to regulate
or restrict the use of the Common Areas; provided, however, that such
regulation or restriction shall not impair access by Tenant or its
customers to, or the commercially reasonable use of the Premises.
f. FLOOR AREA: As to both the Premises and the Shopping Center, the
respective measurements of floor area as are from time to time subject to
lease by Tenant and all tenants of the Shopping Center, respectively, as
determined and applied by Landlord on a consistent basis throughout the
Shopping Center.
h. LANDLORD'S MAILING ADDRESS: ▇▇▇▇▇▇▇▇▇ Family Trust
c/o Patterson Properties, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TENANT'S MAILING ADDRESS: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇. ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Muyng Hee Hyun
i. MINIMUM BASE RENT (INITIAL) (ARTICLE 8.1): $ 3,750.00 per month, payable
in twelve (12) equal monthly installments during first year of lease.
j. OUTSIDE DATE FOR DELIVERY OF POSSESSION (ARTICLE 6): June 1, 2004
k. PREMISES: That portion of the Shopping Center containing approximately
3,000 square feet of Floor Area, shown by diagonal lines on Exhibit "E",
located on the 1st level of the Shopping Center and designated space 404B.
The Premises has dimensions of approximately 35.29 feet in frontage and
approximately 85 feet in depth.
l. SECURITY DEPOSIT (ARTICLE 35): $ None.
m. SHOPPING CENTER: The building of which the Premises is a part (the
"Building") and any other buildings and improvements on the real property
(the "Property") located at Zinfandel Square Shopping Center and further
described on Exhibit "E". The Shopping Center is known as Zinfandel Square
n. TENANT'S FIRST ADJUSTMENT DATE (ARTICLE 8.2): The first day of the
calendar month following the Rental Commencement Date plus 12 months.
o. TENANT'S PROPORTIONATE SHARE (INITIAL): Approx. 2.94%.
Such share is a fraction, the numerator of which is the Floor Area of the
Premises, and the denominator of which is the Floor Area of the buildings
in the Shopping Center available for exclusive use and occupancy by
tenants (excluding the Floor Area of those areas, if any, designated by
Landlord on Exhibit "E" as "Major Stores"), as determined by Landlord from
time to time on a consistent basis. As of the date of this Lease the
Shopping Center (excluding any Major Stores) contains a total Floor Area
of 102,090 square feet.
p. TENANT'S RADIUS (ARTICLE 20.3): Intentionally omitted.
r. TENANT'S TRADE NAME (ARTICLE 10): NARA Bank, N.A. also known as NARA Bank,
National Association, also known as NARA Bank
s. TENANT'S USE CLAUSE (ARTICLE 10): The Premises shall be used and occupied
only for the purpose of banking services or other financial services
including (without limitation) insurance services, and general office use
and for no other use or purpose.
____________________ ______________________
Landlord Tenant
3
t. TERM: The Term of this Lease shall begin as of the date hereof and shall
continue thereafter for a period of five (5) years and four (4) months
(plus any partial month) following the Lease Commencement Date. The Lease
Commencement Date and expiration date of the Lease shall be set forth in
Landlord's Notice of Lease Term Dates (the "Notice"), which shall be
substantially in the form set forth at Exhibit "B". The Notice shall be
served on Tenant promptly following determination of the Lease
Commencement Date under Article 3.c.
4. SHOPPING CENTER PLAN.
The plan of the Shopping Center attached as Exhibit "E" shows, among other
things, the principal improvements which initially comprise or will initially
comprise the Shopping Center. Tenant agrees that Landlord may at any time and
from time to time, change the shape, size, location, number, and extent of the
improvements now shown on Exhibit "E" and may eliminate or add any improvements
to any portion of the Shopping Center, but Landlord agrees (i) not to materially
change the size or location of the Premises without Tenant's consent, and (ii)
that any such changes will not materially adversely affect ingress to and egress
from the Premises, visibility of the Premises or parking availability in the
Shopping Center.
5. OTHER TENANCIES.
Landlord reserves the absolute right to effect such other tenancies and uses in
the Shopping Center as Landlord, in its sole business judgment, determines best
promotes the interests of the Shopping Center; provided, however, that the
Shopping Center shall not lease space to any "adult sexual entertainment"
company or business. Landlord and Landlord's Broker do not represent, and Tenant
does not rely on the possibility, that any specific tenant or number of tenants
will occupy space in the Shopping Center during the Term.
6. DELIVERY OF POSSESSION.
Landlord agrees to deliver to Tenant and Tenant agrees to accept from Landlord
possession of the Premises promptly upon substantial completion of Landlord's
Work. If for any reason Landlord does not deliver possession of the Premises to
Tenant with Landlord's Work substantially completed by the Tenant's Tentative
Lease Commencement Date, Landlord shall not be subject to any liability for such
failure, and the validity of this Lease shall not be impaired, but the Lease
Commencement Date shall be delayed by the number of days delivery is delayed and
Rent shall be abated until the date of substantial completion of Landlord's Work
in the Premises. Notwithstanding anything to the contrary contained herein, if
Landlord does not deliver possession of the Premises to Tenant on or before the
Outside Date for Delivery of Possession, this Lease shall terminate and be of no
further force or effect, and Landlord and Tenant shall have no further
obligations hereunder.
7. TENANT'S WORK.
Tenant shall commence construction of Tenant's Work as defined in Exhibit "F"
within a reasonable period of time following the date of substantial completion
of Landlord's Work in the Premises and shall diligently complete Tenant's Work.
Landlord shall give Tenant not less than 10 days' advance written notice of such
anticipated date of substantial completion of Landlord's Work. Tenant shall, at
any time reasonably requested by Landlord or Landlord's architect, commence, and
complete within a reasonable time following such commencement, construction of
those portions of Tenant's Work necessary to enable Landlord to proceed with
Landlord's Work hereunder. Tenant shall open the Premises for business within
one hundred eighty (180) days following the date of substantial completion of
Landlord's Work in the Premises.
8. RENT.
8.1 PAYMENT OF MINIMUM MONTHLY BASE RENT. Tenant agrees to pay the Minimum
Monthly Base Rent during the Term for its use and occupancy of the Premises.
Minimum Monthly Rent shall be payable in advance on the first day of each
calendar month of the Term without notice, setoff or deduction, in twelve (12)
equal monthly installments during each year of the Term. If the Term begins (or
ends) on other than the first (or last) day of a calendar month, the Minimum
Monthly Rent for the partial month shall be prorated on a daily basis, based on
a 30 day month. Tenant shall pay Landlord the first installment of Minimum
Monthly Base Rent when Tenant executes this Lease, with the second installment
due thirty (30) days after the rental commencement date.
8.2 ADJUSTED MINIMUM MONTHLY BASE RENT.
a. The Minimum Monthly Rent as set forth in Article 3.i. shall be adjusted
increased annually BY 3% (the "Adjustment Date"), commencing on Tenant's First
Adjustment Date. (See Addendum)
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8.3 PROPERTY TAXES.
a. Beginning with the Rental Commencement Date and for the balance of the
Term, Tenant shall pay to Landlord as "additional rent" the amount of taxes
and assessments levied and assessed for any year upon the Premises and the
underlying Property (the "Premises Property Taxes"). Such sum shall be
prorated for any partial year of the Term on a daily basis, based on a 360
day year.
If the Premises and the underlying Property are not separately assessed, but
are assessed as part of the land and improvements on a larger parcel
(hereinafter the" Larger Parcel"), Tenant's share of Premises Property Taxes
shall be a fractional portion of the property taxes on the Larger Parcel,
the numerator of which is the Floor Area of the Premises and the denominator
of which is the Floor Area of all the areas available for exclusive use and
occupancy by tenants of the Larger Parcel. Tenant shall pay Premises
Property Taxes to Landlord as part of Common Area Costs at the times and in
the manner provided for the payment of Common Area Costs at Article 24.3 of
this Lease. For purposes hereof, an equitable adjustment shall be made for
buildings which are only partially completed on the date such property taxes
become a lien.
If any Premises Property Taxes (including any assessments which may be
evidenced by improvement or other bonds) due hereunder may be paid in annual
installments, only the amount of such annual installment (with an
appropriate proration for any partial year) and statutory interest thereon
shall be included in the computation of annual Premises Property Taxes.
b. The term "Premises Property Taxes" shall mean: (i) any fee, license fee,
license tax, business license fee, commercial rental tax, levy, charge,
assessment, penalty or tax imposed by any taxing authority against the
Premises, Property or the Shopping Center; (ii) any tax on Landlord's right
to receive, or the receipt of, rent or income from the Premises, Property or
the Shopping Center or against Landlord's business of leasing space in the
Shopping Center (except for State and Federal Income Taxes); (iii) any tax
or charge for fire protection, streets, sidewalks, road maintenance, refuse
or other services provided to the Premises, Property or Shopping Center by
or through any governmental agency; (iv) any tax imposed upon this
transaction or based upon a reassessment of the Premises, Property or
Shopping Center due to a change in ownership or transfer of all or part of
Landlord's interest in the Premises, Property or Shopping Center; and (v)
any charge or fee replacing any tax previously included within the
definition of real property tax. "Premises Property Taxes" do not, however,
include Landlord's federal or state income, gift, franchise, inheritance or
estate taxes.
8.4 PERCENTAGE RENTAL. None
8.5 ADDITIONAL RENT Tenant shall pay, as additional rent, all sums of money
required to be paid pursuant to the terms of this Article 8, the sums to be paid
pursuant to Articles 11, 21, 24 and Exhibit "F", and all other sums of money or
charges required to be paid by Tenant under this Lease, whether or not such sums
are specifically designated as "additional rent." All amounts required to be
paid by Tenant hereunder are sometimes collectively referred to as "Rent."
8.6 INTEREST AND LATE CHARGES. If Tenant fails to pay when due and payable, any
Rent, additional rent, or other sums due from Tenant under this Lease, the
unpaid amounts shall bear interest at the maximum lawful rate from
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5
the date due to the date of payment.
Tenant acknowledges that its late payment of any monthly installment of Minimum
Annual Rent will cause Landlord to incur certain costs and expenses not
contemplated under this Lease, the exact amount of which is extremely difficult
or impractical to fix. Such costs and expenses will include, without limitation,
loss of use of money, administrative and collection costs, and processing and
accounting expenses. THEREFORE, IF ANY INSTALLMENT OF MINIMUM MONTHLY RENT THAT
IS NOT RECEIVED BY LANDLORD FROM TENANT BY THE FIFTH (5TH) DAY OF THE MONTH
(EXCEPTING THOSE OCCASIONS WHEN MAIL DELIVERY IS NOT AVAILABLE DUE TO
NON-DELIVERY, IN WHICH CASE, THE LATE DATE SHALL BE EXTENDED FOR ONE (1) DAY FOR
EACH NON-DELIVERY DAY) FOR WHICH SUCH INSTALLMENT IS DUE, TENANT SHALL
IMMEDIATELY PAY TO LANDLORD A LATE CHARGE EQUAL TO 10% OF SUCH INSTALLMENT. Such
late charge is in addition to any interest due pursuant to the preceding
paragraph of this Article 8.6. Landlord and Tenant agree that this late charge
represents a reasonable estimate of costs and expenses incurred by Landlord
from, and is fair compensation to Landlord for its loss suffered by, such
nonpayment by Tenant. Acceptance of this late charge shall not constitute a
waiver of Tenant's default with respect to such nonpayment by Tenant nor prevent
Landlord from exercising any other rights and remedies available to Landlord
under this Lease.
8.7 PAYMENT OF RENT. All Rent and other payments due under this Lease shall be
paid by Tenant to Landlord at Landlord's management office in the Shopping
Center, or at such other place as may from time to time be designated by
Landlord in writing at least 10 days prior to the next ensuing payment date.
INTENTIONALLY OMITTED.
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10. POSSESSION AND USE.
10.1 PERMITTED USES AND PROHIBITED CONDUCT. Possession of the Premises shall be
delivered to Tenant free and clear of all tenants and occupants and the rights
of either, and free of liens and encumbrances other than those specified in
Article 14 hereof. Tenant shall use the Premises solely for the purposes set
forth in Tenant's Use Clause and shall operate its business only under the trade
name specified as Tenant's Trade Name. Tenant shall not use or permit the
Premises to be used for any other purposes or under any other trade name. Tenant
shall not, without the prior written consent of Landlord, sell merchandise from
vending machines or allow any coin operated vending or gaming machines on the
Premises. Tenant shall not use or permit any person to use the Premises for
conducting a second-hand store, auction, distress or fire sale or bankruptcy or
going-out-of-business sale, or for any use or purpose in violation of the laws,
ordinances, regulations and requirements of the United States or the State,
County and City where the Shopping Center is located, or any other lawful
authority. Tenant shall, during the Term, keep the Premises in a clean and
wholesome condition, free of any objectionable noises, odors or nuisances
affecting other tenants or neighboring residences and shall comply with all
health and police regulations. All trash and rubbish of Tenant shall be
deposited only in receptacles provided by Landlord and no other trash
receptacles shall be permitted to remain outside the Premises or Building.
Landlord shall cause such receptacles to be emptied and trash removed at
Tenant's expense. Tenant shall not cause or permit waste to occur in the
Premises and shall not overload any floor or abuse the plumbing in the Premises.
Tenant may not display or sell merchandise or allow carts, portable signs,
devices or any other objects to be stored or to remain outside the defined
exterior walls, roof or permanent doorways of the Premises, or in Building
hallways. Tenant may erect aerials and antennae on the roof or exterior walls of
the Premises or Building as reasonably required by Tenant after first obtaining,
in each instance, the written consent of Landlord. Any aerial or antenna so
installed without Landlord's written consent may be removed without notice at
any time, at Tenant's expense. Tenant shall be responsible for any damages
associated with the aerials or antenna. Tenant shall not solicit or distribute
materials in any manner in any of the Common Areas (including automobile parking
facilities and any enclosed mall of the Shopping Center).
10.2 INSURANCE COVERAGE USE RESTRICTIONS. Tenant shall not carry any stock or
goods or do anything in or about the Premises which tends to increase the
insurance rates on the Building or Shopping Center or impairs Landlord's ability
to maintain insurance coverage on the Building or Shopping Center. Tenant agrees
to pay to Landlord promptly upon demand the amount of any increases in
Landlord's insurance premiums caused by Tenant's violation of these
restrictions, whether or not Landlord has consented to such act(s) by Tenant. If
Tenant installs any electrical equipment in the Premises which overloads the
electrical lines of the Premises, Tenant shall, at its expense, make any changes
and install any fire extinguishing equipment required by Landlord's insurance
underwriters or applicable fire, safety and building codes and regulations.
Nothing herein contained constitutes Landlord's consent to such overloading.
10.3 DELIVERIES. Tenant shall use its best efforts to complete all deliveries,
loading, unloading and services to the Premises before 8:00 a.m. each day.
Tenant shall attempt to prevent any delivery trucks or other vehicles servicing
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the Premises from parking or standing in front of, or at the rear of, the
Premises from 8:00 a.m. to 9:00 p.m. of each day. Landlord reserves the right to
further regulate the activities of Tenant in regard to deliveries to and
servicing of the Premises, and Tenant agrees to abide by such further
non-discriminatory regulations of Landlord. Notwithstanding the foregoing
provision of this section, Landlord acknowledges that Tenant is a financial
institution and agrees that armed couriers, vendors and other delivery services
as are customarily used by banks may enter the Premises during the hours of 8:00
a.m. to 9:00 p.m. and may enter through, exit from and stand in the front of or
in the rear of the Premises during such hours.
11. UTILITIES SERVICES.
11.1 UTILITIES INSTALLATION. Landlord agrees that to the extent provided for in
Exhibit "F" hereof, it will initially make available to Tenant during the term
of the Lease (i) facilities for the removal of sewage and the delivery to and
distribution within the Premises of water, electricity, telephone service and
natural gas (which shall be used by Tenant for cooking and demonstration of gas
operated sales items only) [these facilities are collectively referred to in
this Article 11 as "utilities"], and (ii) a heating, ventilation and air
conditioning system (the "HVAC system"). Unless Landlord agrees otherwise,
Tenant shall use only those utilities and any HVAC system provided for under
Exhibit "F" to serve the Premises. If required under Exhibit "F" a separate
meter shall measure the consumption of utilities and/or the HVAC system.
Landlord shall be responsible for providing utilities and HVAC system required
for Tenant's business operations in the Premises and Landlord may pass along the
cost of such utilities and HVAC system as part of the Common Area Costs.
11.2 UTILITIES AND HVAC SYSTEM CHARGES. Tenant shall pay for all utilities used
by Tenant on the Premises from and after substantial completion of Landlord's
Work in the Premises. If Tenant's utilities and/or HVAC system are separately
metered, Tenant shall pay directly to the appropriate utility company the cost
of all such utilities used on the Premises. If any of Tenant's utilities and/or
HVAC system are furnished by Landlord without separate metering, then during the
Term Tenant shall pay as additional rent, monthly in advance, a utilities charge
to reimburse Landlord for any such utilities furnished by Landlord to the
Premises. This utilities charge shall, be established a percentage of such
total utility costs equal to a fraction, the numerator of which is the Floor
Area of the Premises, and the denominator of which is the Floor Area of Shopping
Center actually being furnished with utility service by Landlord at the time of
billing. If Tenant's Premises is not separately metered, such utilities and/or
HVAC charges may be billed with Tenant's share of Common Area Costs under
Article 24.3. The utilities charge to Tenant hereunder for utilities furnished
by Landlord shall be based on utility rates which do not exceed those charged by
the local public utility company for services it would otherwise furnish
directly to Tenant. If the Premises are not initially separately metered,
Landlord shall have the right, at its expense, to install separate meters for
the Premises at any time during the Term.
11.3 FAILURE TO PAY. If Tenant fails to pay any amount due to Landlord hereunder
this Section 11.2 within 20 days after receipt by Tenant of a ▇▇▇▇ therefor,
Landlord may (in addition to all other rights and remedies provided herein for
breach of this Lease and if permitted by law) cut off and discontinue, upon 5
days' advance notice to Tenant and opportunity to cure, any such utilities
furnished to the Premises by Landlord until all such amounts are paid in full;
provided, however, that if Tenant disputes in good faith any amount allegedly
due under Section 11.2, Landlord shall provide such written evidence as Tenant
may reasonably request with respect to such amount and Tenant and Landlord shall
discuss such amounts for up to thirty (30) days in a good faith attempt to
resolve any such dispute before Landlord may cut off or discontinue any such
utilities.
11.4 NO LANDLORD LIABILITY. Landlord shall not be liable in damages or otherwise
for the failure or interruption of any utility service being furnished to the
Premises, or operation of the HVAC system, if any, except if such failure or
interruption was caused by Landlord and results in Tenant's being unable to
conduct its activities on the Premises in a commercially reasonable manner with
the level of comfort for Tenant's employees and customers as is customary for
bank branches in the vicinity of the Shopping Center. No such failure or
interruption shall entitle Tenant to terminate this Lease or stop making any
Rent or other payments due hereunder except as provided in Section 26 below.
12. INDEMNITY BY TENANT.
Tenant shall indemnify and hold Landlord harmless from any and all costs, claims
or liability of any kind arising out of: (a) Tenant's use and occupancy of the
Premises, (b) the conduct of Tenant's business or any work, activity or other
things allowed or permitted by Tenant to be done in or on the Premises; (c) any
breach or default in the performance of any of Tenant's obligations under this
Lease; (d) any misrepresentation or breach of warranty by Tenant under this
Lease; and/or (e) any other acts or omissions of Tenant, its agents, employees,
invitees or contractors. Tenant shall, at Tenant's expense, and by counsel
satisfactory to Landlord, defend Landlord in any action or proceeding arising
from any such claim or liability and shall indemnify Landlord from and against
all costs, attorney's fees, expert witness fees and any other expenses incurred
in such action or proceeding.
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Notwithstanding the foregoing provisions of this Section, however, Tenant shall
have no obligation to defend, protect, indemnify, or hold Landlord or Landlord's
employees harmless for any claim, loss or damage that is caused by or arises out
of the willful misconduct or gross negligence of Landlord or Landlord's
employees, agents, representatives or contractors. As a material part of the
consideration for Landlord's execution of this Lease, Tenant hereby assumes all
risk of damage to property or injury to persons in, on or about the Premises
from any cause, and Tenant hereby waives all claims in respect thereof against
Landlord, except for any claim arising out of Landlord's gross negligence or
willful misconduct.
13. INSURANCE - WAIVER OF SUBROGATION.
13.1 TENANT'S INSURANCE OBLIGATIONS. Tenant shall, from and after the earlier of
(a) substantial completion of Landlord's Work in the Premises, or (b) of any of
Tenant's Work in the Premises, and for the remainder of the Lease Term maintain,
at its expense, the following types of insurance coverage, in the amounts
specified and in the forms hereinafter provided for:
(i) LIABILITY INSURANCE. Commercial general liability insurance (sometimes known
as comprehensive general liability insurance) insuring Tenant against liability
for bodily injury, property damage (including loss of use of property) and
personal injury arising out of the operation, use or occupancy of the Premises.
Such policies shall be an occurrence form and shall include Owner's and
Contractor's Protective Liability (including course of construction coverage)
with respect to construction of improvements by Tenant on the Premises. Tenant
shall name Landlord as an additional insured under such policy. The initial
amount of such insurance shall be not less than $2,000,000 per occurrence and
$4,000,000 in the aggregate. The liability insurance obtained by Tenant under
this Article 13.1(i) shall (1) be primary and noncontributing; (2) contain
cross-liability endorsements; and (3) insure Landlord against Tenant's
performance under Article 12(a), (b) and (e). The amount and coverage of such
insurance shall not limit Tenant's liability nor relieve Tenant of any other
obligation under this Lease.
(ii) PLATE GLASS. Insurance covering the full replacement cost of all plate
glass on the Premises.
(iii) TENANT IMPROVEMENTS. Insurance covering all of the items specified as
"Tenant's Work" in Exhibit "F", Tenant's leasehold improvements, alterations,
additions or improvements permitted under Article 16, and trade fixtures,
merchandise and personal property from time to time in, on or upon the Premises.
Such insurance shall cover not less than 100% of the full replacement cost of
the foregoing from time to time during the Term, and shall provide protection
against any peril included within the classification of fire, extended coverage,
sprinkler leakage, vandalism, theft, malicious mischief and special extended
perils (all risk). Any policy proceeds shall be used for the repair or
replacement of the property damaged or destroyed unless this Lease is terminated
under the provisions of Article 22 hereof.
(iv) GENERAL INSURANCE PROVISIONS.
(a) Any insurance required to be maintained by Tenant hereunder shall
include a provision which requires the insurance carrier to give Landlord
not less than thirty (30) days' written notice prior to any cancellation or
modification of such coverage.
(b) A certificate of the insurer or the insurer's legal representative
evidencing the existence and amount of each insurance policy required of
Tenant hereunder shall be delivered to Landlord before the date Tenant is
first given the right of possession of the Premises, and thereafter at least
30 days prior to the expiration of any such policy. Landlord may, at any
time and from time to time, inspect and/or copy any insurance policies
required to be maintained by Tenant hereunder. No such policy shall be
cancelable except after 30 days' written notice to Landlord. If Tenant fails
to deliver any such evidence of insurance to Landlord required under this
Lease within the prescribed time period or if any such policy is cancelled
or modified during the Lease Term without Landlord's written consent,
Landlord may obtain such insurance coverage, in which case Tenant shall
reimburse Landlord for the cost of such insurance within fifteen (15) days
after receipt of a statement therefor.
(c) All insurance shall be maintained with companies holding a "General
Policy Rating" of A-XII or better, as set forth in the most current issue of
"Best's Key Rating Guide." Tenant acknowledges that the insurance described
in this Article 13.1 is for the primary benefit of Landlord. If at any time
during the Lease Term, Tenant is unable to maintain the insurance required
under the Lease, Tenant shall nevertheless maintain insurance coverage which
is customary and commercially reasonable in the insurance industry for
Tenant's type of business, as that coverage may change from time to time.
Landlord makes no representation as to the adequacy of such insurance to
protect Landlord's or Tenant's interests. Therefore, Tenant shall be
responsible for obtaining any such additional property or liability
insurance which Tenant deems necessary to protect Landlord and Tenant.
13.2 LANDLORD'S INSURANCE OBLIGATIONS. Landlord shall, in connection with its
ownership and operation of the Shopping Center, at all times from and after the
completion of Landlord's Work in the Premises, maintain in effect policies of
insurance providing protection against the following liabilities and/or risks:
(a) commercial general liability insurance in an amount not less than
$2,000,000.00 combined single limit for bodily injury and property damage, and
(b) fire and extended coverage insurance (including coverage for Common Area
sprinkler damage,
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vandalism and malicious mischief on the Building and Shopping Center in an
amount not less than their full replacement cost (exclusive of the cost of
excavations, foundations and footings) from time to time during the Term. The
types and coverages of insurance maintained by Landlord hereunder shall be
subject to such further requirements as may be imposed by Landlord's lender.
Landlord shall also have the right to maintain such additional types and
coverages of insurance (including business interruption insurance) as are
customary, prudent or reasonable for shopping centers similar to the Shopping
Center. Landlord's obligation to carry the insurance provided for herein may be
satisfied by blanket policies if the coverage required hereunder is satisfied.
13.3 WAIVER OF SUBROGATION. Landlord and Tenant (for themselves and their
insurers) each hereby waive all rights of recovery against the other (including
any deductible amounts) and against the officers, employees, agents and
representatives of the other, against any of the parties to the REA referred to
in Article 14 hereof (the "Parties") and against other tenants of the Shopping
Center on account of any loss by or damage to the waiving party (including any
deductible amounts) or its property or the property of others under its control
(including as to Tenant the Premises and its contents, and as to Landlord the
other portions of the Shopping Center), arising from any risk generally covered
and/or coverable by fire and extended coverage insurance.
14. TITLE OF LANDLORD.
Landlord's estate in the Shopping Center and Tenant's leasehold estate in the
Premises is subject to the liens or restrictions of (a) any matters or documents
of record (the "Matters of Record"), including the effect of any covenants,
conditions, restrictions, easements, mortgages or deeds of trust, ground leases,
rights of way or any construction, operation and reciprocal easement agreement
(the "REA"); and (b) the effect of any zoning laws of the City, County and State
where the Shopping Center is located. Tenant agrees that (i) Tenant and all
persons in possession of Tenant's leasehold estate or holding under Tenant will
conform to and will not violate the terms of any REA or any other Matters of
Record, and (ii) this Lease is subordinate to the REA, if any, and any
amendments or modifications thereto. If the REA, if any, is not of record as of
the date of this Lease, then this Lease shall automatically become subordinate
to the REA upon recordation of the REA. Tenant agrees to execute and return to
Landlord within 10 days after written demand therefor by Landlord, an agreement
in recordable form satisfactory to Landlord subordinating this Lease to the REA.
Any REA shall not prevent Tenant from using the Premises for the purposes set
forth in Tenant's Use Clause.
15. TENANT'S RIGHT TO MAKE ALTERATIONS.
15.1 PERMITTED IMPROVEMENTS. Subject to the terms of this Article 15, Tenant may
from time to time after completion of Tenant's Work and at its own expense, make
alterations, additions, improvements and changes (individually and collectively
referred to in this Article 15 as "improvement(s)" in and to the interior of the
Premises after first giving notice to Landlord of the improvement work proposed
to be done and providing Landlord with all plans for such proposed improvement
work. Tenant may not make any improvement which reduces the value of the
Premises or is of a structural nature. No single improvement costing more than
$12,000.00 may be made without first obtaining the written approval of Landlord.
In addition, no improvement shall be made to any storefront, mechanical system,
or exterior wall or to the roof of the Premises, nor shall Tenant erect any
mezzanine or increase the size of an existing mezzanine, unless and until the
written consent and approval of Landlord is first obtained.
No penetration into or through the roof or floor of the Premises may be made
without Landlord's prior written approval of the reason for such penetration and
the method by which it is to be done. If Landlord approves any such penetration,
Landlord shall have the absolute right to select and supervise the contractor
performing such penetration. Tenant shall be liable for any damage caused by any
such penetration, whether or not so approved by Landlord.
Tenant shall reimburse Landlord for all costs incurred by Landlord (including
architect's and/or engineer's fees) in approving Tenant's plans for improvements
and for reasonable costs incurred by Landlord in supervising any improvement
work required to be approved by Landlord hereunder.
15.2 CONSTRUCTION REQUIREMENTS. All improvements to be made to the Premises
which require the approval of Landlord shall be performed under the supervision
of a competent architect or competent licensed structural engineer and shall be
made in accordance with plans and specifications first approved in writing by
Landlord before the commencement of work. All improvements shall be constructed
in a good and workmanlike manner in accordance with all applicable laws
(including any laws relating to the use of hazardous materials, such as asbestos
containing materials) and diligently completed. Before commencement of any
construction, Tenant shall deliver a copy of the building permit to Landlord and
shall provide Landlord with a list of all contractors or subcontractors being
used. Upon completion of such improvements, Tenant shall file a Notice of
Completion for record in the office of the County Recorder where the Shopping
Center is located, as required or permitted by law. Tenant shall provide
Landlord with "as built" plans, copies of all construction contracts, and proof
of payment for all labor and materials in connection with any improvements made
to the Premises. Upon expiration or earlier termination of this Lease, such
improvements shall become a part of the Premises and shall not be removed by
Tenant. In constructing such improvements, Tenant shall have the work performed
in such a manner as not to obstruct access
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Landlord Tenant
10
to the premises of any other tenant in the Shopping Center.
15.3 INSURANCE REQUIREMENTS. If Tenant makes any permitted improvements to the
Premises under the provisions of this Article 15, Tenant shall carry insurance
covering any such improvements satisfying the requirements of Article 13.1(iii).
It is expressly understood and agreed that (a) to the extent that such
improvements will be insured by Landlord under the insurance it may carry upon
the Building or Shopping Center, and (b) in the event that Landlord carries such
insurance, Landlord shall be required to reinstall any such improvements made by
Tenant under any provision of Article 22 for reconstruction of the Premises.
16. MECHANICS' LIENS.
16.1 TENANT'S COVENANTS. Tenant shall pay all costs for work done by or for
Tenant in the Premises (other than Landlord's Work), and Tenant shall keep the
Premises, Building and Shopping Center free of all mechanics' liens and other
liens on account of work done for Tenant. Tenant shall indemnify, defend and
hold Landlord harmless from and against any and all liability, loss, damage,
costs, attorneys' fees and all other expenses on account of claims of lien of
laborers or materialman or others for work performed or materials or supplies
furnished to or for Tenant or persons claiming under Tenant. In addition, Tenant
shall keep Tenant's leasehold interest and any of those improvements to the
Premises which are or become property of Landlord pursuant to this Lease free of
all attachment or judgment liens. Prior to commencing any work in or to the
Premises (including the supply of any labor, services or materials for the
construction of improvements in the Premises under Article 15 or Exhibit "F"),
Landlord may require Tenant to provide demolition and/or lien and completion
bonds in form and amount satisfactory to Landlord.
16.2 TENANT'S CONTEST OF LIEN. If Tenant desires to contest any claim of lien
arising from work done by or for Tenant in the Premises, Tenant shall first
furnish Landlord adequate security in the amount of the claim, plus estimated
costs and interest, or a bond of a responsible corporate surety in such amount,
conditioned on the discharge of the lien. If a final judgment establishing the
validity or existence of any such lien for any amount is entered, Tenant shall
immediately pay and satisfy such judgment.
16.3 LANDLORD'S RIGHT TO CURE. If Tenant is in default in paying any charge for
which a lien claim and suit to foreclose the lien have been filed, and Tenant
has not given Landlord adequate security to protect the Premises, the property
therein, and the Building, Shopping Center and Landlord from liability for such
claim of lien, Landlord may (but shall not be required to) pay the claim and any
associated costs, and the amount so paid, together with reasonable attorneys'
fees incurred in connection with such payment shall be immediately due and owing
from Tenant to Landlord. Tenant shall pay the amounts so owed to Landlord with
interest at the maximum lawful rate from the date of Landlord's payment.
16.4 NOTICE OF LIEN. If any claim of lien is filed against the Premises or any
action affecting the title to the Premises or the property therein is commenced,
the party receiving notice of such lien or action shall immediately give the
other party written notice thereof.
16.5 NOTICE OF NON-RESPONSIBILITY. Subject to the restrictions and requirements
of Section 21.4 below, Landlord or its representatives shall have the right to
enter and inspect the Premises at all reasonable times and shall have the right
to post and keep posted thereon notices of non-responsibility, or such other
notices which Landlord deems proper for the protection of Landlord's interest in
the Premises. Tenant shall, before commencing any work which might result in the
filing of a lien, give Landlord written notice of its intention to so commence
work in sufficient time to enable Landlord to post such notices.
17. ADVERTISING MEDIA.
Except for signs, advertising placards, names, insignia, trademarks, descriptive
material or other like items as are consistent with the custom and practice in
retail banking, Tenant shall not affix or maintain upon the glass panes or
supports of the show windows (or within 24" of any window), doors or exterior
walls of the Premises, any such signs, advertising placards, names, insignia,
trademarks, descriptive material or any other like item(s) without having first
received the written approval of Landlord (which shall not be unreasonably
delayed, conditioned or withheld) as to the size, type, color, location, copy,
nature and display qualities of any such item. Tenant shall not affix any sign
to the roof of the Premises.
Tenant shall not utilize the following advertising media flashing lights,
searchlights, loudspeakers, phonographs, or radios. Tenant shall not display,
paint or place any handbills, bumper stickers or other advertising devices on
any vehicle parked in the parking area of the Shopping Center, nor shall Tenant
distribute any handbills or other advertising devices in the Shopping Center.
Prior to initially opening for business in the Premises Tenant shall erect its
storefront sign(s) in accordance with the provisions of the sign criteria
attached hereto as Exhibit "G". Tenant shall have the rights to signage
described on the Addendum attached hereto.
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Landlord Tenant
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18. FIXTURES AND PERSONAL PROPERTY.
18.1 REMOVAL AND REPLACEMENT. All of Tenant's trade fixtures, furnishings,
furniture, signs and other personal property not permanently affixed to the
Premises (collectively referred to together with Tenant's vault; as "Personal
Property") shall be in good condition when installed in or attached to the
Premises by Tenant and shall remain the property of Tenant. If Tenant is not
then in material default under the terms of this Lease, Tenant shall have the
right to remove its Personal Property from the Premises, including without
limitation, counters, shelving, showcases, mirrors and other movable Personal
Property, but prior to the expiration of the Term, if Tenant is in material or
monetary default of the lease, Tenant may not remove so much of its Personal
Property without immediately replacing it with comparable or better quality
Personal Property, as to render the Premises unsuitable for conducting the
business specified in Tenant's Use Clause. Tenant shall, at its expense,
immediately repair any damage to the Premises resulting from removal of its
Personal Property, and on the expiration or earlier termination of the Term
shall leave the Premises in a neat and clean condition, free of debris.
Notwithstanding any of the foregoing or any other provisions of this Lease,
Tenant may, at its option, remove Personal Property that is affixed to the
Premises, provided that Tenant shall repair any damage to the Premises caused by
such removal and provided further, that the Premises shall be in the same
condition as the Premises were in when delivered by Landlord to Tenant, except
for normal wear-and-tear. Landlord acknowledges that, without limitation on the
foregoing, Tenant will remove its vault in the Premises following termination of
the Lease or remove and take such vault from the Premises, at the sole option of
the Landlord.
18.2 FIXTURES. All improvements to the Premises made by or for Tenant, excluding
Tenant's Personal Property, but including mechanical systems, light fixtures,
floor coverings and partitions and all other items comprising Tenant's Work
pursuant to Exhibit "F" (collectively referred to as "Fixtures"), shall become
the property of Landlord upon expiration or earlier termination of this Lease
unless Tenant is permitted to, and within thirty (30) days of surrendering the
Premises does remove such Fixture under Section 18.1.
18.3 PERSONAL PROPERTY TAXES. Tenant shall pay before delinquency all taxes
(including sales and use taxes), assessments, license fees and public charges
levied, assessed or imposed upon its business operations, merchandise, trade
fixtures and/or Personal Property. If any such items of property are assessed
with any Larger Parcel as defined in Article 8.3. Tenant shall pay Landlord the
taxes attributable to Tenant's personal property within 15 days after Tenant's
receipt of a written statement from Landlord setting forth such personal
property taxes. Landlord shall reasonably determine the basis of prorating any
such assessments and such determination shall be binding on Landlord and Tenant.
No taxes, assessments, fees or charges referred to and billed to Tenant under
this paragraph shall be considered to be taxes under the provisions of Article
8.4 hereof.
19. ASSIGNING, MORTGAGING, SUBLETTING, CHANGE IN OWNERSHIP.
19.1 TWO YEARS PROHIBITION AGAINST TRANSFER. Landlord and Tenant acknowledge
that the Shopping Center is an interdependent enterprise and that each party's
realization of the benefits of this Lease depends upon Tenant's creating and
maintaining a successful and profitable retail operation in the Premises.
Landlord and Tenant further acknowledge that the character and quality of
Tenant's operation, and of the Shopping Center, will be enhanced by Tenant's use
of its best efforts, for a reasonable period of time, to establish a successful
business and business image. Landlord and Tenant further agree that two years is
a reasonable period of time to attempt to achieve this goal. Accordingly, Tenant
agrees that for a period of two years from the date Tenant initially opens to
the public for business in the Premises (the "Occupancy Period"), Tenant shall
not, and shall not have the power to, transfer or assign this Lease, sublet the
Premises, enter into license or concession agreements, or change ownership (such
transactions are hereinafter individually and collectively referred to as a
"Transfer"), without first procuring the written consent of Landlord, which may
be given or withheld in Landlord's reasonable discretion. After the expiration
of the Occupancy Period, Landlord's consent to any Transfer shall not be
unreasonably withheld, conditioned or delayed, subject to the terms, covenants
and conditions contained below. Notwithstanding the above, occupancy of all or
part of the Premises by an Affiliate (as defined below) or a name change of
Tenant (whether or not in connection with occupancy of all or a part of the
Premises by an Affiliate) shall not be deemed as a Transfer provided that such
transaction was not formed as a subterfuge to avoid the requirements of this
Section. In addition, no conveyance of any equity interest in Tenant shall
constitute a Transfer.
19.2 RESTRICTIONS ON TRANSFER. If after expiration of the Occupancy Period
Tenant desires to effect a Transfer to anyone (a "Transferee") other than a
successor, subsidiary, affiliated or controlling corporation of Tenant or an
entity that acquires Tenant or substantially all of the assets of Tenant or into
which or with which Tenant merges or consolidates ( any such entity, an
"Affiliate"), Tenant shall give written notice ("Transfer Notice") to Landlord
at least 60 days before the effective date of any such proposed Transfer. The
Transfer Notice shall state (a) whether Tenant proposes to assign the Lease,
sublet the Premises, enter into a license or concession agreement or change
ownership, (b) the proposed effective date of the Transfer, (c) the identity of
the proposed Transferee, (d) all other material terms of the proposed Transfer,
and (e) in detail the type of business operation the proposed Transferee intends
to conduct on the Premises. The Transfer Notice shall be accompanied by a copy
of the proposed agreement documenting the Transfer, or if none, a copy of any
offers, draft agreements, letters of commitment or
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intent and other documents pertaining to the proposed Transfer. In addition, the
Transfer Notice shall be accompanied by the proposed Transferee's income
statements and balance sheets covering the preceding 36-month period, and each
shall be certified as accurate by the Transferee. Landlord shall, at any time
within 30 days after its receipt of Transfer Notice, grant or withhold consent
to such proposed Transfer (which consent shall not be unreasonably withheld or
conditioned under the business judgment standards set forth in Article 19.3
below) by mailing written notice to Tenant of its decision ("Decision Notice").
If Landlord consents to the proposed Transfer Tenant may thereafter promptly
effect a Transfer in accordance with the terms of Tenant's Transfer Notice.
If Landlord consents to the proposed Transfer and Tenant does not consummate the
proposed Transfer within 90 days after receipt of Decision Notice, the
provisions of the first paragraph of this Article 19.2 shall again apply.
19.3 GROUNDS FOR WITHHOLDING CONSENT. Landlord may withhold consent to a
proposed Transfer if, in Landlord's reasonable business judgment, any of the
following is the case: (i) the proposed Transfer may result in deterioration in
the quality of merchandising operation conducted in the Premises, as compared to
the merchandising operation conducted by Tenant prior to the date of Transfer
Notice; (ii) the proposed Transferee lacks a good business reputation or
sufficient relevant business experience; (iii) the financial worth of the
proposed Transferee as of the date of Transfer Notice is less than the combined
financial worth of Tenant and Tenant's guarantor (if any) as of either the date
of this Lease or the date of Transfer Notice; (iv) the proposed Transferee's
proposed use of the Premises conflicts with Tenant's Use Clause or is otherwise
incompatible with the tenant mix of the Shopping Center; (v) the annual
percentage rent Landlord reasonably anticipates receiving from the proposed
Transferee is significantly less than the annual percentage rent Landlord could
reasonably anticipate receiving from Tenant; or (vi) the proposed Transfer would
breach any Covenant of Landlord respecting radius restrictions, use or
exclusivity rights in any other lease, or any financing or other agreement
relating to the Shopping Center. Any attempted or purported Transfer without
Landlord's written consent shall be void and of no force or effect.
19.4 NO RELEASE FROM LIABILITY. No Transfer, whether with or without Landlord's
consent, shall relieve Tenant or any guarantor of Tenant's obligations under
this Lease, from its covenants and obligations hereunder during the Term. Tenant
shall, promptly upon demand, reimburse Landlord for Landlord's reasonable
attorneys' fees incurred in conjunction with the processing and documentation of
any requested Transfer.
19.5 TRANSFEREE'S OBLIGATIONS. Each Transfer to which Landlord has consented
shall be evidenced by a written instrument in form satisfactory to Landlord, and
executed by Tenant and the Transferee. Each such Transferee shall agree in
writing for the benefit of Landlord to assume, be bound by, and perform the
terms, covenants and conditions of this Lease to be performed, kept or satisfied
by Tenant, including the obligation to pay to Landlord all amounts coming due
under this Lease. One fully executed copy of such written instrument shall be
delivered to Landlord. Failure to obtain in writing Landlord's prior consent or
otherwise comply with the provisions of this Article 19 shall prevent any
Transfer from becoming effective.
19.6 DIVISION OF PROFIT BETWEEN LANDLORD AND TENANT. Any rent or other economic
consideration received by Tenant as a result of a Transfer, however denominated,
which exceed, in the aggregate, (i) the total sums which Tenant is obligated to
pay Landlord under this Lease (prorated to reflect obligations allocable to any
portion of the Premises subleased), plus (ii) the unamortized value of leasehold
improvements to the Premises paid for by Tenant prior to the date of Transfer
Notice, depreciated on a straight-line basis over the Term, plus (iii) any real
estate brokerage commissions or fees payable by Tenant in connection with such
Transfer, plus (iv) costs of renovation or construction of improvements to the
Premises for the benefit of the Transferee required to be paid for by Tenant as
a part of the Transfer, shall be divided equally between Landlord and Tenant.
Landlord's share of such profit shall be paid to Landlord promptly following its
receipt, as additional rent under this Lease. Such payments shall not affect or
reduce any other obligations of Tenant hereunder. Landlord shall have the right
to audit Tenant's books and records during normal business hours at either the
Premises or Tenant's principal place of business upon 48 hours' advance written
notice for the purpose of verifying Tenant's compliance with its obligations
hereunder.
19.7 FURTHER RESTRICTIONS. Tenant shall not, without the prior written consent
of Landlord (which consent may be granted or withheld in Landlord's sole
discretion), mortgage or hypothecate this Lease or any interest herein. Tenant
shall not permit the Premises to be used by any party other than Tenant or a
permitted Transferee. Any of the foregoing acts without such consent shall be
void and shall, at the option of Landlord, terminate this LeaseThis Lease shall
not, nor shall any interest of Tenant herein, be assignable by operation of law
(except as contemplated by Section 19.2 above) without the written consent of
Landlord.
20. TENANT'S CONDUCT OF BUSINESS.
20.1 TENANT'S OPERATING COVENANTS. Tenant agrees that from and after its initial
opening for business it shall, subject to the provisions of Article 22.5 hereof,
operate and conduct its business in the Premises at a minimum, during the hours
of 9:00 a.m. - 5:00 p.m. Monday - Friday ("Tenant's Business Hours"), except for
Saturdays, Sundays, bank holidays and national holidays, on which dates Tenant
may decide not be open, at its sole option and in accordance with the provisions
of this Lease. Tenant shall at all times keep and maintain in the Premises an
adequate stock of merchandise and trade fixtures to satisfy the usual and
ordinary demands and requirements of its
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customers and shall keep the Premises in a neat, clean and orderly condition.
20.2 HOURS AND DAYS OF OPERATION. Tenant agrees to continuously illuminate its
window displays, exterior signs and exterior advertising displays during the
Tenant's Business Hours. Notwithstanding anything to the contrary contained
herein, Tenant shall not be required to remain open or illuminate its window
displays, exterior signs and exterior advertising displays on bank holidays,
Saturday, Sundays or national holidays, as set forth in Section 20.1 above.
20.3 ATM. Landlord acknowledges and agrees that (a) Tenant may at its sole
option and expense, with Landlord's approval of design install up to two (2)
automated teller machines (collectively, an "ATM") in the Premises, (b)
notwithstanding any of the other provisions of this Lease, such ATM may obstruct
and use space that otherwise would be windows in the Premises and (c) that
Tenant may at its sole discretion permit the ATM to be used by its customers and
members of the general public for upto 24 hours each day, 7 days of the week.
21. REPAIR AND MAINTENANCE OF THE PREMISES.
21.1 TENANT'S OBLIGATIONS. Tenant shall, at its expense and at all times from
and after substantial completion of the Premises, repair, replace and maintain
in good and tenantable condition, the Premises and every part thereof (except
portions of the Premises to be maintained by Landlord under Article 21.2),
including without limitation, the utility meters, pipes and conduits serving the
interior of the Premises, all fixtures, the storefront, plate glass, all signs,
locks and closing devices, all window sashes, casements or frames, doors and
door frames, security grilles or similar enclosures, floor coverings, including
carpeting, terrazzo or other special flooring, all other equipment installed in
the Premises, and all such items of repair, maintenance, alteration and
improvement or reconstruction to the Premises as may at any time or from time to
time be required by any governmental agency having jurisdiction thereof. All
exterior and interior glass in the Premises shall be maintained by Tenant and
any glass broken shall be promptly replaced by Tenant at its expense with glass
of the same kind, size and quality.
Landlord shall, at Tenant's expense, as part of CAM, contract with the most
qualified and most reasonable service company for the monthly maintenance of the
HVAC system serving the Premises. Landlord may ▇▇▇▇ Tenant for the cost of such
HVAC maintenance contract and repairs as part of Common Area Costs under Article
24 hereof.
Upon surrender of the Premises, Tenant shall deliver the Premises to Landlord in
good order, condition and repair, including removal of any vaults and bank
teller counters if required by Landlord (except to the extent that the absence
of such good order, condition or repair is due to Landlord's failure to satisfy
its obligations hereunder), but Tenant shall not be responsible for ordinary
wear and tear to the Premises, damage due to insured casualty losses covered by
Article 22 or for any items of repair which are Landlord's obligation under
Article 21.2.
21.2 LANDLORD'S OBLIGATIONS. Subject to Tenant's obligations under Article 22.1
and Landlord's further obligations, if any, under Article 24.2, Landlord shall,
at the expense of Tenant and all other tenants of the Shopping Center, repair
and maintain in good and tenantable condition the roof, exterior walls,
structural parts of the Premises and Building (including the structural floor)
and HVAC system serving the Premises. Landlord shall ▇▇▇▇ Tenant for Tenant's
Proportionate Share of the cost of such repairs and maintenance as a part of
Common Area Costs under Article 24 hereof.
Landlord shall, at Landlord's expense, contract with the most qualified and most
reasonable service company for the monthly maintenance of the HVAC system
serving the Premises. Landlord may ▇▇▇▇ Tenant for the cost of such HVAC
maintenance contract and repairs as part of Common Area Costs under Article 24
hereof.
Notwithstanding anything to the contrary contained herein, (1) Tenant shall be
responsible for the cost of repairs to the HVAC system serving the Premises
(which Landlord shall ▇▇▇▇ to Tenant as a part of Common Area Costs under
Article 24 hereof), and (2) Tenant shall be responsible at its expense for
making any repairs necessitated by reason of the willful misconduct or gross
negligence of Tenant, or by reason of the failure of Tenant to perform or
observe any of its obligations under this Lease or by reason of alterations,
additions, or improvements to the Premises made by Tenant. Notwithstanding the
foregoing, Landlord shall have the right (but shall not be required to) make
such repairs so necessitated by Tenant. If Landlord elects to make such repairs
on Tenant's behalf, and such repairs were necessary because of Tenant's willful
misconduct or gross negligence, Tenant shall pay to Landlord any such reasonable
costs incurred by Landlord promptly following receipt of a ▇▇▇▇ therefor.
It is understood and agreed that Landlord is under no obligation to make any
repairs, alterations, replacements or improvements to the Premises or the
mechanical equipment exclusively serving the Premises at any time except as
expressly set forth in this Lease.
Notwithstanding anything to the contrary contained in this Lease, Landlord shall
not be liable to Tenant for failure to make repairs required of Landlord
hereunder unless Tenant has previously notified Landlord in writing of the need
for such repairs and Landlord has failed to commence and complete those repairs
within a reasonable period of time (which shall in no event be more than five
(5) days following receipt of Tenant's notice and (b) to the extent that
Landlord's insurance pays Landlord for any repair or maintenance that has been
paid by or charged to
____________________ ______________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ shall pay such amount of insurance proceeds to Tenant,
regardless of whether the repair or maintenance was necessary because of
Tenant's negligence or misconduct.
21.3 TENANT'S FAILURE TO MAINTAIN PREMISES. If Tenant fails to repair or
maintain the Premises, or any part thereof, as required hereby, Landlord shall
have the right (in addition to all other rights and remedies provided herein for
breach of this Lease), upon giving Tenant reasonable written notice of its
election to do so (and opportunity to cure), to make such repairs or perform
such maintenance on behalf of and for the account of Tenant if such repairs were
required because of Tenant's willful misconduct or gross negligence. In such
event, the cost of such be paid to Landlord by Tenant promptly following receipt
of a ▇▇▇▇ therefor.
21.4 LANDLORD'S RIGHT OF ENTRY. Landlord or its authorized representatives may
enter the Premises at all times during Tenant's Business Hours to inspect the
Premises, make repairs to the Premises authorized hereunder or perform any work
therein (i) needed to comply with any laws, ordinances, rules or regulations of
any public authority or the Insurance Services Office or any similar body, (ii)
that is necessary to prevent waste or deterioration in or to the Premises if
Tenant fails to make repairs or perform required work promptly after receipt of
written demand from Landlord, or (iii) that is necessary in connection with the
expansion, reduction, remodeling, or renovation of any portion of the Shopping
Center. Nothing herein implies any duty of Landlord to do any such work which,
under any provision of this Lease, Tenant is required to do, nor shall
Landlord's performance of any repairs on behalf of Tenant constitute a waiver of
Tenant's default in failing to do such work. No exercise by Landlord of any
rights hereunder shall entitle Tenant to any compensation, damages or abatement
of Rent for any injury or inconvenience occasioned by such exercise. If Landlord
makes or performs any repairs provided for in (i) or (ii) above, Tenant shall
pay the cost thereof to Landlord as additional rent promptly upon receipt of a
▇▇▇▇ therefor. Notwithstanding any other provisions hereof to the contrary,
except in the case of emergency, Landlord shall not enter the Premises only
during normal business hours following the giving of forty-eight (48) hours
notice (which shall be in writing, unless notice is given to Tenant's Chief
Financial Officer or the branch manager on the Premises, either of whom may
request that any oral notice be confirmed with a written notice) and Landlord
shall be accompanied by a representative of Tenant (except that such
restrictions shall not apply on such days as the Premises are not open for the
conduct of Tenant's business or in the event of an emergency, in which cases
Landlord shall make reasonable efforts to give oral notice to Tenant's Chief
Financial Officer or the branch manager on the Premises). Furthermore, in the
event of an emergency, Landlord's representative shall enter the Premises only
with the accompaniment of the appropriate third-party emergency response
official from the Sacramento Fire Department, Sacramento Police Department, or
other appropriate governmental agency. All such entries shall be in conformance
with all applicable federal and state laws and regulations.
22. CASUALTY DAMAGE AND RECONSTRUCTION.
22.1 INSURED CASUALTY. If the Premises are damaged by fire or other perils
covered by Landlord's fire and extended coverage insurance, then within 90 days
after the date of such damage Landlord shall commence repair, reconstruction and
restoration of the Premises and diligently complete such repairs, in which event
this Lease shall continue in full force and effect. Notwithstanding the
foregoing, if there is partial or total destruction of the Premises during the
last 3 years of the Term, or if the repair, reconstruction and restoration of
the Premises will not restore the Premises to its pre-damage condition within
two hundred seventy (270) days, if reasonably possible, after such damage
occurs. Landlord and Tenant shall each have the option to terminate this Lease
by written notice to the other given within 30 days after such destruction or
damage. For purposes of this option "partial destruction" shall mean destruction
to the extent of 33 1/3% or more of the full replacement cost of the Premises as
of the date of destruction.
22.2 UNINSURED CASUALTY. If the Premises are damaged to any extent by act of
war, nuclear reaction, nuclear radiation or radioactive contamination, or from
any other casualty not covered by Landlord's fire and extended coverage
insurance (including flood or earthquake damage if not covered under insurance
maintained by Landlord), Landlord may, if reasonably possible, within 90 days
following the date of such damage, either (a) commence repair, reconstruction or
restoration of the Premises and diligently complete it, in which event this
Lease shall continue in full force and effect, or (b) elect not to repair,
reconstruct or restore the Premises, in which event this Lease shall cease and
terminate as of the date of destruction. In either such event, Landlord shall
give Tenant written notice of its election hereunder within said 90-day period.
22.3 RECONSTRUCTION RESPONSIBILITIES. Any reconstruction of the Premises under
this Article 22 shall conform to the provisions of Exhibit "F" and shall cover
all work set forth therein as "Landlord's Work" and "Tenant's Work". Landlord
shall reconstruct the Premises only to the extent of Landlord's Work. Tenant, at
its or its insurer's expense, shall reconstruct all items set forth as Tenant's
Work, and shall replace its merchandise, trade fixtures, furniture, furnishings
and equipment. Tenant shall commence reconstruction of Tenant's Work promptly
upon delivery to it of possession of the Premises by Landlord with Landlord's
Work substantially completed and shall diligently complete Tenant's Work,
replace its merchandise, trade fixtures, furniture, furnishings and equipment,
and resume normal business operations in the Premises.
22.4 RELEASE FROM LIABILITY. Upon any termination of this Lease under any of the
provisions of this Article 22,
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each party shall be released from further obligations to the other party under
this Lease, except for any obligations which have previously accrued. In the
event of termination of this Lease, all proceeds from Tenant's fire and extended
coverage insurance under Article 13.1 covering the items set forth as "Tenant's
Work" in Exhibit "F" and Tenant's leasehold improvements, but excluding proceeds
for trade fixtures, furnishings, furniture, merchandise, signs and other
personal property, shall be paid to Landlord.
22.5 ABATEMENT OF RENT. In the event of damage, destruction, or reconstruction
of the Premises under this Article 22, the Minimum Annual Rent and all other
rent otherwise payable under this Lease shall be abated proportionately with the
degree to which Tenant's use of the Premises is impaired. Such abatement shall
commence on the date of destruction and continue during any period of
reconstruction and replacement provided for in Article 22.3. Tenant shall
continue to operate its business on the Premises during any such abatement
period to the extent practical as a matter of prudent business management, and
the obligation of Tenant to pay percentage rental and additional rent hereunder
shall remain in full force and effect, so long as Tenant is able to operate its
business. Tenant shall not be entitled to any compensation or damages from
Landlord for loss of the use of the whole or any part of the Premises, Building,
Shopping Center or Tenant's personal property, or for any inconvenience or
annoyance suffered by reason of damage or destruction thereto, or the
reconstruction or replacement thereof.
22.6 WAIVER OF STATUTORY RIGHTS OF TERMINATION. Tenant hereby waives any
statutory rights of termination which may arise by reason of any partial or
total destruction of the Premises, Building or Shopping Center which Landlord is
obligated to restore or may restore under any of the provisions of this Lease.
23. EMINENT DOMAIN.
23.1 TAKINGS RESULTING IN TERMINATION. If the entire Premises is appropriated or
taken (a "taking") under the power of eminent domain by any public or
quasi-public authority (an "authority"), this Lease shall terminate as of the
date of such taking.
If 25% or more of the Floor Area of the Premises or such amount as to render the
use of the premises unusable for Tenant's business, is taken under the power of
eminent domain by any authority, or if by reason of any taking, regardless of
the amount taken, the remainder of the Premises is not one undivided parcel of
property, either Landlord or Tenant may terminate this Lease as of the date
Tenant is required to vacate a portion of the Premises, upon giving notice in
writing of such election within 30 days after receipt by Tenant from Landlord of
written notice that the Premises have been so taken. Landlord shall promptly
give Tenant notice in writing of any taking after learning of it.
If more than 25% of the Floor Area of the Shopping Center or of the Common Areas
is taken (whether or not the Premises are so taken) under the power of eminent
domain by any authority, Landlord shall have the right to terminate this Lease
as of the date any such areas are to be initially vacated by giving Tenant
written notice of such election within 30 days of the date of such taking.
If this Lease is terminated as provided in this Article 23.1 Landlord and Tenant
shall each be released from any further obligations to the other party under
this Lease, except for any obligations which have previously accrued.
23.2 TAKINGS NOT RESULTING IN TERMINATION. If both Landlord and Tenant elect not
to exercise any right granted hereunder to terminate this Lease in connection
with a taking, or the Lease is not terminable in connection with a taking,
Tenant shall continue to occupy that portion of the Premises which was not
taken, and (a) at Landlord's cost and expense and as soon as reasonably
possible, Landlord will restore the Premises on the land remaining to a complete
unit of like quality and character as existed prior to such taking; and (b) the
Minimum Annual Rental provided for in Article 3.h. and Article 8 shall be
reduced on an equitable basis, taking into account the relative value of the
portion of the Premises taken as compared to the portion remaining. Tenant
hereby waives any statutory rights of termination which may arise by reason of
any partial taking of the Premises under the power of eminent domain.
23.3 AWARD. If this Lease is terminated under Article 23.1, or modified under
Article 23.2, Landlord shall be entitled to receive the entire condemnation
award for the taking of all real property interests in the Premises. The Rent
and other charges for the last month of Tenant's occupancy shall be prorated and
Landlord shall refund to Tenant any Rent or other charges paid in advance.
Notwithstanding the foregoing and provided Tenant's award does not reduce or
affect Landlord's award, Tenant's right to receive a condemnation award for the
taking of its merchandise, Personal Property, goodwill, relocation expenses
and/or interests in other than the real property taken shall not be affected in
any manner by the provisions of this Article 23.3.
23.4 TRANSFER UNDER THREAT OF TAKING. For the purposes of this Article 23, a
voluntary sale or conveyance under threat of and in lieu of condemnation shall
be deemed a taking under the power of eminent domain.
24. COMMON AREAS.
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24.1 USE OF COMMON AREAS Tenant and its employees and invitees are, except as
otherwise specifically provided in this Lease or the Shopping Center rules and
regulations or as otherwise designated from time to time by Landlord, authorized
to use the Common Areas in common with other persons during the Term. Landlord
agrees that the Common Areas shall be initially constructed on the areas
generally shown on Exhibit "E", and, subject to the preceding sentence, shall be
maintained and operated at all times following completion thereof by Landlord
for the benefit and/or use of the customers and patrons of Tenant and of other
tenants, owners and occupants of the Shopping Center. The original construction
and installation of the Common Areas shall be at Landlord's expense.
24.2 LANDLORD'S MAINTENANCE RESPONSIBILITIES; Common Area Costs. Landlord shall
keep the Common Areas and Shopping Center neat, clean and orderly, properly
lighted and landscaped, and shall repair any damage to Common Area and Shopping
Center facilities. Notwithstanding the foregoing, all expenses incurred by
Landlord in connection with the operation, repair, cleaning and maintenance of
the Common Areas and the Shopping Center ("Common Area Costs") shall be charged
and prorated in the manner set forth in this Article 24.
Common Area Costs shall include without limitation, all sums expended in
connection with the Common Areas and Shopping Center for: general maintenance
and repairs; resurfacing; painting; restriping; cleaning; trash removal;
graffiti removal, snow and ice removal; sweeping and janitorial services;
lighting, HVAC systems and other utility expenses; maintenance, repair, cleaning
and replacement of public toilets, music program equipment and loudspeakers,
sidewalks, stairways, curbs, Shopping Center signs, sprinkler systems, planting
and landscaping, floors, walls, ceilings, roofs, roof leaks, skylights, windows,
directional signs, markers and bumpers, fire protection systems and equipment
(including fire sprinklers), security systems, lighting systems and fixtures
(including replacement of tubes and bulbs), storm drainage systems, plumbing,
electrical, HVAC systems and other utility systems which do not exclusively
serve the interior of tenants' premises, and all mechanical equipment (including
automatic door openers, escalators and elevators); personnel to implement the
foregoing services, including, if Landlord deems necessary, the cost of security
guards; all on-site costs and personnel expenses of Landlord incurred to manage
the Shopping Center (which may be contracted for with third parties); all real
(as generally defined in Article 8.3b of this Lease) and personal (as generally
defined in Article 18.3 of this Lease) property taxes and assessments on the
improvements and land comprising the Common Areas and Shopping Center or any
personality in use on the Common Areas or Shopping Center; any sums paid to
third parties for the purpose of seeking reduction of property taxes; any
governmental imposition or surcharge imposed upon Landlord or assessed against
any portion of the Common Areas or Shopping Center; depreciation on maintenance
and operating machinery and equipment (if owned) and rental paid for such
machinery and equipment (if rented); and premiums for adequate comprehensive
general liability and property damage insurance covering Landlord's ownership
and operation of the Common Areas and Shopping Center, fire and extended
coverage insurance on the Common Areas and the Shopping Center (which may
include earthquake and flood damage endorsements) and vandalism and plate glass
insurance covering the Common Areas and Shopping Center. Common Area Costs shall
also include a charge for appropriate reserves for the costs of repainting,
re-roofing and resurfacing Common Areas. In addition, Common Area Costs shall
include a sum to be payable to Landlord for supervision of the Common Areas and
for accounting, bookkeeping and collection of Common Area Costs, in an amount
not to exceed 10% of the total of all of the foregoing Common Area Costs
incurred in each calendar year. Landlord may also be reimbursed for any or all
services and management performed in connection with the Common Areas and
Shopping Center provided by an independent contractor(s) at a fee not to exceed
five percent (5%) of total rents collected.
Notwithstanding any of the foregoing, the following shall NOT be included in
Common Area Costs:
(a) Depreciation, interest, or amortization on mortgages or ground lease
payments.
(b) Legal fees incurred in negotiating and enforcing tenant leases.
(c) Real estate brokers' leasing commission.
(d) Initial improvements or alterations to tenant spaces.
(e) The cost of providing any service directly to and paid directly by any
tenant.
(f) Any costs expressly excluded from Common Area Costs elsewhere in this
Lease.
(g) Costs of any items for which Landlord receives reimbursement from
insurance proceeds or a third party. Insurance proceeds shall be excluded from
Common Area Costs in the year in which they are received, except that any
deductible amount under any insurance policy may be included within Common Area
Costs.
(h) Interest, principal, depreciation, attorney fees, costs of environmental
investigations or reports, points, fees, and other lender costs and closing
costs on any mortgage or mortgages, ground lease payments, or other debt
instrument encumbering the Building.
(i) Charges for earthquake insurance premiums in excess of the amount of
those charges (per Rentable
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Square Foot of the Building) that any other tenant in the building pays through
additional rent or the equivalent of additional rent.
(j) Any bad debt loss, rent loss, or reserves for bad debt or rent loss.
(k) Landlord's costs of electricity and other utilities, items, benefits,
and services that are sold or provided to other tenants or occupants but that
are not offered or provided to Tenant.
(l) Interest or penalties resulting from (1) late payment of any operating
expenses by Landlord due to Landlord's gross negligence or willful misconduct
(unless Landlord in good faith disputes a charge and subsequently loses or
settles that dispute); or (2) any amount payable by Landlord to any tenant
resulting solely from Landlord's default in its obligations to that tenant.
(m) Costs associated with (1) operation of the business of the ownership of
the Building or entity that constitutes Landlord or Landlord's property manager,
as distinguished from the cost of Building operations, including the costs of
partnership or corporate accounting and legal matters; defending or prosecuting
any lawsuit with any mortgagee, lender, ground lessor, broker, tenant, occupant,
or prospective tenant or occupant; selling or syndicating any of Landlord's
interest in the Building; and disputes between Landlord and Landlord's property
manager; or (2) Landlord's general corporate or partnership overhead and general
administrative expenses, including the salaries of management personnel who are
not directly related to the Building and primarily engaged in the operation,
maintenance, and repair of the Building, except to the extent that those costs
and expenses are included in the management fees.
(n) Any rental, imputed rental, or associated costs for any management
office space that exceeds 1,000 rentable square feet and for which the rental
rate exceeds the prevailing market rental rate for comparable office space and
any costs associated with the purchase or rental of furniture and office
equipment for Landlord, Landlord's property manager, or their agents,
contractors, and lenders.
(o) Advertising and promotional expenditures primarily directed toward
leasing tenant space in the Building and the costs of signs in or on the
Building (except the Building directories) identifying the owner of the Building
or any tenant of the Building.
(p) Leasing commissions, space-planning costs, attorney fees and costs,
disbursements, and other expenses incurred in connection with leasing, other
negotiations, or disputes with tenants, occupants, prospective tenants, or other
prospective occupants of the Building.
(q) Costs incurred (including permit, license, and inspection fees but
excluding utilities) or cash consideration paid in renovating or otherwise
improving, decorating, painting, or redecorating space for tenants, prospective
tenants, or other occupants or in renovating or redecorating vacant space
available for those tenants, prospective tenants, or other occupants. This
exclusion does not remove from Common Area Costs the costs of ordinary
maintenance supplied to the tenants of the Building or the costs for renovating
or otherwise improving, decorating, painting, or redecorating the common areas
of the Building.
(r) Costs arising from materials regulate as "hazardous" by applicable law,
including, without limitation, asbestos, that was installed by Landlord, its
agents, or employees and that, at the time of installation, Landlord knew or
should have known was Hazardous Materials.
(s) Expenses, costs, and disbursements relating to, or arising directly or
indirectly from, the testing for or analysis, handling, removal, treatment,
disposal, remediation, or replacement of asbestos or asbestos-containing
materials in, on, around, beneath, or from the Building.
(t) Costs of (1) initial construction of the Building; (2) reconstruction of
the Building; (3) modification, alteration, or repair of any portion of the
Building due to faulty construction (other than by Tenant) or latent defects in
that construction; or (4) correcting defects in the Building or any equipment or
fixtures appurtenant to, or used in, the Building.
(u) Assessments and special assessments that result from deed restrictions,
declaration, owners' association agreements, by-laws, or other rules that accrue
against the Building; or expenses incurred by Landlord for use of any portion of
the Building to accommodate special events such as shows, promotions, filming,
displays, photography, private events, or parties, ceremonies, and advertising.
This exclusion to Common Area Costs shall not include the normal expenses
otherwise attributable to providing Building services, such as lighting,
heating, ventilating, and air-conditioning in the public portions of the
Building under normal Building operations during standard Building Hours. This
exclusion shall also not include programs, training, displays, or other events
for training or informing tenants and occupants of the Building on how to cope
with fire, earthquake, and life-safety matters.
(v) Costs incurred in installing, operating, and maintaining any specialty
service that is not necessary for
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Landlord's provision, management, maintenance, and repair of required services
for the operation of the Building or any associated parking facilities. The
following are examples of these specialty services; observatory, broadcasting
facilities (other than the life-support and security system for the Building );
luncheon club, cafeteria, or other dining facility; newsstand; flower service;
shoeshine service; carwash; athletic or recreational club; and helicopter pad
(other than the Building's emergency and life-safety helicopter facilities).
(w) Expenses arising out of the operation, management, maintenance, or
repair of any retail premises in the Building or any other retail areas operated
by Landlord or its agents, contractors, vendors, or affiliates.
(x) Charitable or political contributions made by Landlord.
(y) Fees or dues payable to trade associations, industry associations, or
similar associations, except for membership dues for the local chapter of the
Building Owners and Managers Association International (BOMA) and fees for BOMA
and the Institute of Real Estate Management (IREM) training.
(z) Entertainment, dining, or travel expenses for any purpose.
(aa) Flowers, gifts, balloons, or similar items provided to any entity,
including Tenant, other tenants, employees, vendors, contractors, prospective
tenants, and agents.
(bb) Any validated parking for any entity, except for validated parking for
vendors and others coming to the building management office in the Building on
building management business.
If Landlord acquires, constructs or makes available for Common Area purposes
land or improvements not shown as part of the Shopping Center on Exhibit "E",
then Common Areas Costs shall also include all of the expenses itemized above
incurred and paid in connection with such additional land or improvements.
24.3 METHOD OF PAYMENT. Portions of the Shopping Center may be owned or leased
by the occupants of those buildings designated by Landlord as a "Major Store" on
Exhibit "E" (hereinafter referred to as the "Major Store Occupants"). The
contributions of the Major Store Occupants towards the Common Area Costs shall
be credited toward payment of the entirety of the Common Area Costs and the
balance of the Common Area Costs shall be prorated among the other tenants of
the Shopping Center in the following manner:
(i) From and after the date Rent has commenced, and thereafter during the Term,
Tenant shall pay to Landlord, on the first day of each calendar month, an amount
estimated by Landlord to be Tenant's Proportionate Share of Common Area Costs
for the period covered by such estimate. This estimated monthly charge may be
adjusted by Landlord at the end of any calendar month on the basis of Landlord's
experience and reasonably anticipated Common Area Costs.
(ii) Within 60 days following the end of each calendar year (or as soon
thereafter as possible), Landlord shall furnish Tenant with a statement showing
the actual total of Common Area Costs for the preceding year, the actual amount
of Tenant's Proportionate Share of Common Area Costs for that year and the
payments made by Tenant for that year under subparagraph (i) above. If Tenant's
Proportionate Share of Common Area Costs exceeds the estimated payments made by
Tenant under subparagraph (i) above, Tenant shall pay Landlord the deficiency
within 30 days after receipt of such statement. If Tenant's estimated payments
exceed Tenant's Proportionate Share of Common Area Costs, Tenant may offset the
excess against payments thereafter coming due under subparagraph (i) above or
receive a refund following the expiration of the Term. There shall be an
appropriate adjustment of Tenant's Proportionate Share of Common Area Costs as
of the Rental Commencement Date and expiration of the Term. Landlord's and
Tenant's obligations hereunder shall survive expiration of the Term. Tenant's
failure to pay any sums due hereunder shall constitute a default under this
Lease equivalent to a failure to pay Annual Base Rent when due.
24.4 CONTROL OF COMMON AREAS. Landlord shall have the right at all times to
determine the nature and extent of the Common Areas and to make changes from
time to time which in Landlord's opinion are desirable and in the best interests
of all persons using the Common Areas. Landlord's rights hereunder include
without limitation, the right to install, remove, relocate and change driveways,
entrances, exits, automobile parking spaces, the direction and flow of traffic,
prohibited areas, landscaped areas, utilities, all signage surfaces on buildings
and monument signs and all facilities of the foregoing.
Landlord shall have exclusive control of the Common Areas, and may, without
limitation, lease space within the Common Areas to tenants for the sale of
merchandise or services, and permit advertising displays, educational displays
and entertainment in the Common Areas; provided, however, none of the foregoing
shall materially adversely affect the visibility or accessibility of the
Premises. Landlord may at any time and from time to time during the Term exclude
and restrain any person from use or occupancy of the Common Areas, except for
bona fide customers, patrons and service suppliers of Tenant and other tenants
and occupants of the Shopping Center who use the Common Areas in accordance with
the rules and regulations then established by Landlord. The rights of Tenant
under this Article 24 shall at all times be subject to the rights of Landlord,
the other tenants of Landlord
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19
and the other owners and occupants of the Shopping Center to use the Common
Areas in common with Tenant. Tenant shall not create or permit any obstructions
in the Common Areas and shall permit its customers, patrons and service
suppliers to use the Common Areas only for normal parking and ingress and egress
to and from the Building occupied by Tenant.
24.5 RULES AND REGULATION. Landlord shall have the right to establish, and from
time to time change, alter and amend, and to enforce against Tenant and the
other users of the Common Areas, such reasonable rules and regulations
(including the exclusion of employees' parking from Common Areas) as long as
Landlord provides alternative employee parking within a reasonable proximity to
the center as Landlord may deem necessary or advisable for the proper and
efficient operation and maintenance of the Common Areas and Shopping Center. The
rules and regulations may include, without limitation, the hours during which
the Common Areas, including any enclosed mall, shall be open for use. If
incorporated as a part of this Lease as of the effective date of this Lease,
Tenant shall comply with the Rules and Regulations attached to this Lease.
24.6 EMPLOYEE PARKING. Landlord shall at all times have the right to designate a
particular parking area to be used by employees of Tenant and other occupants of
the Shopping Center and any such designation may be changed by Landlord from
time to time. Tenant and its employees shall park their car only in those
portions of the Common Areas, if any, designated for that purpose by Landlord.
Tenant shall furnish Landlord from time to time with an accurate current list of
its and all its employees' automobile license plate numbers within 15 days after
taking possession of the Premises and thereafter within 5 business days after
any change in the accuracy of the list. If Tenant or its employees fail to park
their car in designated parking areas, Landlord following the giving of six (6)
hours' notice to Tenant's branch manager on the Premises shall have the right to
have any such car towed away.
25. DEFAULTS BY TENANT.
25.1 EVENTS OF DEFAULT. Each of the following shall constitute a material
default and breach under this Lease:
(a) If Tenant is at any time in default of its obligation to pay any Rent or
other charges, and such default continues for more than 10 days after written
notice of such default; provided, however, that if Tenant disputes in good faith
any amount allegedly due, Landlord shall provide such written evidence as Tenant
may reasonably request with respect to such amount and Tenant and Landlord shall
discuss such amounts for up to ten (10) days in a good faith attempt to resolve
any such dispute before Landlord shall declare the failure of Tenant to pay such
amount to be a default.
(b) If Tenant is in default in the prompt and full performance of any other of
its obligations under this Lease and such default continues more than 30 days
after written notice specifying the particulars of such default; provided,
however, that if such default is not susceptible to cure within such thirty (30)
day period, Tenant shall have up to ninety (90) days to cure such default if
Tenant diligently prosecutes cure of such default during such ninety (90) day
period;
(c) If Tenant vacates or abandons the Premises or otherwise fails to occupy and
operate the Premises in accordance with Article 21;
(d) (i) If Tenant or any guarantor of this Lease makes a general assignment or
general arrangement for the benefit of creditors; or (ii) if a petition for
adjudication of bankruptcy or for reorganization or rearrangement is filed by or
against Tenant or any guarantor and is not dismissed within ninety (90) days; or
(iii) if a trustee or receiver is appointed to take possession of substantially
all of Tenant's assets located at the Premises or of Tenant's interest in this
Lease and possession is not restored to Tenant within ninety (90) days; or (iv)
if substantially all of Tenant's assets located at the Premises or of Tenant's
interest in this Lease is subjected to attachment, execution or other judicial
seizure which is not discharged within ninety (90) days. If a court of competent
jurisdiction determines that any of the acts described in this subparagraph (d)
is not a default under this Lease, and a trustee is appointed to take possession
of Tenant's assets or if Tenant remains a debtor in possession and such trustee
or Tenant transfers Tenant's interest in this Lease, then Landlord shall
receive, as additional rent, the excess, if any, of the rent (or any other
consideration) paid in connection with such assignment or sublease over the Rent
payable by Tenant hereunder; or
(e) If any guarantor of the Lease revokes or otherwise terminates, or purports
to revoke or otherwise terminate, any guaranty of all or any portion of Tenant's
obligations under the Lease. Unless otherwise expressly provided, no guaranty of
the Lease is revocable.
25.2 REMEDIES UPON BREACH OF LEASE. On the occurrence of any breach of this
Lease by Tenant, Landlord may, at any time thereafter, with or without notice or
demand and without limiting Landlord in the exercise of any right or remedy
which Landlord may have:
(a) Terminate Tenant's right to possession of the Premises and reenter the
Premises by any lawful means, in which case this Lease shall terminate. In such
case Tenant shall immediately surrender possession of the Premises to Landlord;
or
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Landlord Tenant
20
(b) Maintain Tenant's right to possession of the Premises, in which case this
Lease shall continue in effect whether or not Tenant has abandoned the Premises.
In any such event subject to Landlord's obligation to mitigate its damages,
Landlord shall be entitled to enforce all Landlord's rights and remedies under
this Lease, including the right to recover the Rent as it becomes due and
Landlord shall have the right to occupy or re-let the whole or any part of the
Premises for the account of Tenant; or
(c) Pursue any other remedy now or hereafter available to Landlord under the
laws or judicial decisions of the state in which the Shopping Center is located.
If Landlord reenters the Premises under the provisions of subparagraph (b)
above, Landlord shall not be deemed to have terminated this Lease, or the
liability of Tenant to pay any Rent or other charges that are due or thereafter
accruing, or Tenant's liability for damages under any of the provisions hereof.
In the event of any entry or taking possession of the Premises as aforesaid,
Landlord shall have in addition to its rights under Article 25.4 hereof, the
right, but not the obligation, to remove from the Premises any personal property
located therein and to place it in storage at a public warehouse at the expense
and risk of Tenant.
Notwithstanding any other term or provision hereof to the contrary, this Lease
shall terminate on the occurrence of any act which affirms Landlord's intention
to terminate this Lease in accordance with and as provided in this Article 25.2,
including the filing of an unlawful detainer action against Tenant. On such
termination, Landlord's damages for default shall include all costs and fees,
including reasonable attorneys' fees, incurred by Landlord in connection with
the filing, pursuing or defending of any action in any bankruptcy court or other
court with respect to the Lease, the obtaining of relief from any stay in
bankruptcy restraining any action to evict Tenant, or the pursuing of any action
with respect to Landlord's right to possession of the Property. All such damages
suffered (apart from Annual Base Rent and other Rent payable hereunder) shall
constitute pecuniary damages which must be reimbursed to Landlord prior to
assumption of the Lease by Tenant or any successor to Tenant in any bankruptcy
or other proceeding.
Landlord's exercise of any right or remedy shall not prevent it from exercising
any other right or remedy.
It is understood and agreed that this Lease is a lease of real property in a
shopping center within the meaning of 11 U.S.C. Article 365(b)(3) of the
Bankruptcy Code.
25.3 LANDLORD'S DAMAGES. If Landlord elects to terminate this Lease and Tenant's
right to possession of the Premises in accordance with the provisions of this
Lease, Landlord may recover from Tenant as damages, all of the following:
(i) The worth at the time of award of any unpaid Rent and other charges which
has been earned at the time of such termination; plus
(ii) The worth at the time of award of the amount by which the unpaid Rent and
other charges which would have been earned after termination until the time of
award exceeds the amount of such rental loss Tenant proves Landlord could have
reasonably avoided; plus
(iii) The worth at the time of award of the amount by which the unpaid Rent and
other charges which Tenant would have paid for the balance of the Term after the
time of award exceeds the amount of such rental loss that Tenant proves Landlord
could have reasonably avoided; plus
(iv) Any other amount necessary to compensate Landlord for all the detriment
proximately caused by Tenant's failure to perform its obligations under this
Lease or which in the ordinary course of things would be likely to result
therefrom, including without limitation, any costs or expenses incurred by
Landlord in (a) maintaining or preserving the Premises after such default, (b)
recovering possession of the Premises, including reasonable attorneys' fees
therefor, (c) expenses of reletting the Premises to a new tenant, including
necessary renovations or alterations of the Premises, reasonable attorneys' fees
incurred, and leasing commissions incurred; plus
(v) Such other amounts in addition to or in lieu of the foregoing as may be
permitted from time to time by the laws of the State where the Shopping Center
is located.
As used in subparagraphs (i) and (ii) above, the "worth at the time of award" is
computed by allowing interest on unpaid amounts at the rate of 10% per annum. AS
used in subparagraph (iii) above, the "worth at the time of award" is computed
by discounting such amount at the discount rate of the Federal Reserve Bank
located nearest to the Shopping Center in effect at the time of award, plus 1%.
For purposes of this Article 27, all Rent other than Annual Base Rent, shall,
for purposes of calculating any amount due under the provisions of subparagraph
(iii) above, be computed on the basis of the average monthly amount of Rent
payable by Tenant during the immediately preceding 36 month period, except that
if it becomes necessary to compute such rental before such 36 months of the Term
has expired, then such Rent shall be computed on the basis of the average
monthly amount of Rent payable during such shorter period.
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21
25.5 NO WAIVER. The waiver by Landlord of any breach by Tenant of any term,
covenant or condition contained in this Lease shall not be deemed to be a waiver
of such term, covenant or condition, of any subsequent breach thereof, or of any
other term, covenant or condition of this Lease. The subsequent acceptance of
Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding
breach by Tenant of any term, covenant or condition of this Lease or of any
right of Landlord to a forfeiture of the Lease by reason of such breach,
regardless of Landlord's knowledge of such preceding breach at the time of
acceptance of such Rent. No term, covenant or condition of this Lease shall be
deemed to have been waived by Landlord unless such waiver is in writing and
signed by Landlord.
26. DEFAULTS BY LANDLORD.
If Landlord fails to perform any covenant, condition, or agreement contained in
this Lease within 30 days after receipt of written notice from Tenant specifying
such failure (or if such failure cannot reasonably be cured within 30 days, if
Landlord does not commence to cure the failure within that 30 day period and
complete such cure within ninety (90) days after receipt of the written notice
from Tenant, if reasonably possible), then such failure shall constitute a
default hereunder and Landlord shall be liable to Tenant for any damages
sustained by Tenant as a result of Landlord's default; provided, however, it is
expressly understood and agreed that if Tenant obtains a money judgment against
Landlord resulting from any default or other claim arising under this Lease,
that judgment shall be satisfied only in an amount equal to the value of rents,
issues, profits, and other income actually received on account of and the value
of Landlord's right, title and interest in the Premises, Building and/or
Shopping Center, and no other real, personal or mixed property of Landlord (or
of any of the partners which comprise Landlord, or of partners or principals of
such partners comprising Landlord, if any, or of Landlord's officers,
shareholders or directors, if any) wherever situated, shall be subject to levy,
attachment or execution, or otherwise used to satisfy any such judgment. Tenant
hereby waives any right to satisfy a judgment against Landlord except from the
rents, issues, profits and other income actually received on account of
Landlord's right, title and interest in the Premises, Building and/or Shopping
Center.
If, after notice to Landlord of default, Landlord (or any first mortgagee or
first deed of trust beneficiary of Landlord) fails to cure the default as
provided below, then (subject to the provisions of Article 21.2. hereof) Tenant
shall have the right to cure that default at Landlord's expense. In such case
Landlord shall pay the reasonable cost of such cure promptly following receipt
of a ▇▇▇▇ from Tenant itemizing the cost of such cure. Tenant shall not have the
right to terminate this Lease or to withhold, reduce or offset any cost of such
cure against any payments of Rent or any other charges due and payable to
Landlord under this Lease, except as otherwise specifically provided in this
Lease.
Tenant agrees to send by certified or registered mail to any mortgagee or deed
of trust beneficiary of the Shopping Center whose address has been furnished to
Tenant, a copy of any notice of default served by Tenant on Landlord. If
Landlord fails to cure such default within the time provided for in this Lease,
Tenant shall provide any such mortgagee or beneficiary with notice of such
failure and such mortgagee or beneficiary shall have an additional 30 days
following receipt of such notice to cure such default; provided that if such
default cannot reasonably be cured within that additional 30 day period, then
such mortgagee or beneficiary shall have such additional time to cure the
default as is reasonably necessary under the circumstances.
27. ATTORNEYS' FEES.
If at any time after the date hereof either Landlord or Tenant institutes any
action or proceeding against the other relating to the provisions of this Lease
or any default hereunder, the losing party in such action or proceeding shall
reimburse the winning party for its reasonable expenses of attorneys' fees and
all costs and disbursements incurred, including, without limitation, any such
fees, costs or disbursements incurred on any appeal from such action or
proceeding. Subject to the provisions of local law, the winning party shall
recover all such fees, costs or disbursements as costs taxable by the court or
arbiter in the action or proceeding itself without the necessity for a
cross-action by the winning party.
28. SUBORDINATION - ATTORNMENT.
28.1 SUBORDINATION. Within 10 days after receipt of a written request from
Landlord, any first mortgagee or first deed of trust trustee or beneficiary of
Landlord, or any lessor of Landlord, Tenant shall, in writing, subordinate its
rights under this Lease to the lien or security interest of the first mortgage
or deed of trust (including all future
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22
advances made thereunder subsequent to the effective date of this Lease), the
interest of any lease in which Landlord is the lessee, or any REA that may
burden the Premises, Building, Shopping Center, Property or any future
improvements made to the Property, provided, however, that Tenant's obligation
to subordinate shall be contingent upon its receiving an agreement by any such
first mortgagee, first deed of trust trustee, beneficiary, or lessor not to
disturb the tenancy of Tenant in the event such first mortgagee, first deed of
trust trustee, beneficiary, or lessor acquires Landlord's interest in the
Premises.
28.2 ATTORNMENT. If Landlord's interest in the Premises is acquired by any
ground lessor, beneficiary under a deed of trust, mortgagee or purchaser at a
foreclosure sale, then Tenant shall upon request, attorn to such transferee of
or successor to Landlord's interest in the Premises and recognize such
transferee or successor as Landlord under this Lease, provided such transferee
or successor accepts the Premises subject to this Lease.
28.3 ESTOPPEL CERTIFICATE Tenant shall, at any time and from time to time, upon
not less than 10 days' prior written notice from Landlord, execute, acknowledge
and deliver to Landlord a written statement substantially in the form of Exhibit
"D" certifying (i) that this Lease represents the entire agreement between
Landlord and Tenant, and is unmodified and in full force and effect (or, if
modified, stating the nature of such modification and certifying that this
Lease, as so modified, is in full force and effect), (ii) the dates to which the
Rent and other charges are paid in advance, if any; (iii) the Lease Commencement
Date and expiration date of the Lease Term, (iv) whether Tenant has assigned or
transferred this Lease or any interest of Tenant therein; and (v) that there are
not, to Tenant's knowledge, any uncured defaults on the part of Landlord
hereunder and that Tenant has no right of offset, counterclaim or deduction
against Rent, or specifying such defaults if any are claimed together with the
amount of any offset, counterclaim or deduction alleged by Tenant. Any such
statement may be relied upon by any prospective purchaser or lender upon the
security of the real property of which the Building and the Premises are a part.
Tenant's failure to deliver such statement within the time required shall be
conclusive and binding upon Tenant that (a) this Lease is in full force and
effect, without modification except as may be represented by Landlord, (b) there
are no uncured defaults in Landlord's performance and that Tenant has no right
of offset, counterclaim or deduction against Rent, and (c) no more than one
month's Rent has been paid in advance.
29. QUIET POSSESSION.
Landlord agrees that Tenant, upon paying the Rent and timely performing its
obligations under this Lease, may quietly have, hold and enjoy the Premises
during the Term or any extension thereof; subject, however, to any rights of
entry specifically granted to Landlord hereunder, any REA and any mortgages,
deeds of trust, ground or underlying leases, agreements, encumbrances and/or
other Matters of Record to which this Lease is subordinate.
30. MERCHANTS' ASSOCIATION. NONE.
31. CAPTIONS; JOINT AND SEVERAL LIABILITY.
31.1 CAPTIONS. The captions of the Articles and Articles of this Lease are for
convenience only, are not operative parts of this Lease and do not in any way
limit or amplify the terms and provisions of this Lease.
31.2 JOINT AND SEVERAL LIABILITY. If two or more persons or entities execute
this Lease as Landlord or Tenant then such persons or entities shall be jointly
and severally liable for compliance with and performance of all the terms,
covenants and provisions of this Lease.
32. NOTICES.
Wherever this Lease requires or permits notice or demand to be given by either
party to the other, such notice or demand shall be in writing and given or
served either personally or in writing forwarded by certified mail, return
receipt requested, addressed to the parties at the addresses specified in
Article 3.h. hereof. Either party may change
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such address by written notice to the other as herein provided.
33. OBLIGATIONS OF SUCCESSORS.
Except as otherwise provided herein, all of the provisions of this Lease shall
bind and inure to the benefit of the parties hereto, and their respective heirs,
legal representatives, successors and assigns.
34. CONSENT OF LANDLORD AND TENANT.
Wherever in this Lease consent or approval is required from either party to any
action by the other, such consent or approval shall be given in writing and
shall not be unreasonably withheld, unless otherwise expressly permitted in this
Lease. Landlord shall not be deemed to have withheld its consent unreasonably
where Landlord's right to give its consent is dependent on Landlord obtaining
the consent of any other person, agency or authority having the right to
withhold its consent pursuant to any agreement or law and such person, agency or
authority does withhold its consent.
If Landlord or Tenant unreasonably fails to give any such consent, the other
party shall be entitled to specific performance in equity and shall have such
other remedies as are reserved to it under this Lease, but in no event shall
Landlord or Tenant be responsible in monetary damages for failure to give
consent unless such consent is withheld maliciously or in bad faith.
35. SECURITY DEPOSIT.
35.1 Intentionally Omitted.
35.2 Intentionally Omitted.
35.3 Intentionally Omitted.
35.4 Intentionally Omitted.
36. MISCELLANEOUS.
36.1 RELATIONSHIP OF THE PARTIES. Nothing contained in this Lease shall be
deemed or construed to create a partnership or joint venture between Landlord
and Tenant or between Landlord and any other party, or cause Landlord to be
responsible in any way for the debts or obligations of Tenant or anyone else.
36.2 SEVERABILITY. If any provision of this Lease is determined to be void by
any court of competent jurisdiction, such determination shall not affect any
other provision of this Lease and all such other provisions shall remain in full
force and effect. It is the intention of the parties that if any provision of
this Lease is capable of two constructions, one of which would render the
provision void and the other of which would render the provision valid, then the
provision shall have the meaning which renders it valid.
36.3 CORPORATE AUTHORITY; PARTNERSHIP AUTHORITY. If Tenant is a corporation,
each person signing this Lease on behalf of Tenant represents and warrants that
he has full authority to do so and that this Lease binds the corporation. Within
thirty (30) days after this Lease is signed, Tenant shall deliver to landlord a
certified copy of a resolution of Tenant's Board of Directors authorizing the
execution of this Lease or other evidence of such authority reasonably
acceptable to Landlord. If Tenant is a partnership, each person or entity
signing this Lease for Tenant represents and warrants that he or it is a general
partner of the partnership, that he or it has full authority to sign for the
partnership and that this Lease binds the partnership and all general partners
of the partnership. Tenant shall give written notice to Landlord of any general
partner's withdrawal or addition. Within thirty (30) days after this Lease is
signed, Tenant shall deliver to Landlord a copy of Tenant's recorded statement
of partnership, certificate of limited partnership or other evidence of
partnership satisfactory to Landlord.
36.4 ENTIRE AGREEMENT. It is understood that there are no oral or written
agreements or representations between the parties hereto affecting this Lease,
and that this Lease supersedes and cancels any and all previous negotiations,
arrangements, representations, brochures, displays, projections, estimates,
agreements and understandings, if any, made by or between Landlord and Tenant
with respect to the subject matter thereof, and none thereof shall be used to
interpret, construe, supplement or contradict this Lease. This Lease, and all
amendments hereto, are the only agreement between the parties hereto. All
negotiations and oral agreements acceptable to both parties have been merged
into and are included in this Lease.
There are no other representations, covenants or warranties between the parties
and any reliance on representations of a party is based solely upon the express
representations, covenants and warranties contained in this Lease. Although the
printed provisions of this Lease were drawn by Landlord, the parties agree that
this circumstance alone shall not create any presumption, canon of construction
or implication favoring the position of either Landlord or Tenant. The parties
agree that any deletion of language from this Lease prior to its mutual
execution by Landlord and Tenant shall not be construed to have any particular
meaning or to raise any presumption, canon
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Landlord Tenant
24
of construction or implication, including, without limitation, any implication
that the parties intended thereby to state the converse, obverse or opposite of
the deleted language.
36.5 GOVERNING LAW. The laws of the State of California shall govern the
validity, performance and enforcement of this Lease.
36.6 WAIVER OR CONSENT LIMITATIONS. A waiver of any breach or default under the
Lease shall not be a waiver of any other breach or default. Landlord's consent
to or approval of any act by Tenant requiring Landlord's consent or approval
shall not be deemed to waive or render unnecessary Landlord's consent to or
approval of any subsequent similar act by Tenant.
36.7 FORCE MAJEURE. The occurrence of any of the following events shall excuse
performance of such obligations of Landlord or Tenant as are rendered impossible
or reasonably impracticable to perform while such event continues: strikes;
lockouts; labor disputes; acts of God; inability to obtain labor, materials or
reasonable substitutes therefor; governmental restrictions, regulations or
controls; judicial orders; enemy or hostile governmental action; civil
commotion; fire or other casualty; and other causes beyond the reasonable
control of the party obligated to perform. Notwithstanding the foregoing, the
occurrence of such events shall not excuse Tenant's obligations to pay Minimum
Annual Rent and additional rent (unless the provisions of Article 22 apply) or
excuse such obligations as this Lease may nevertheless otherwise impose on the
party to obey, remedy or avoid, despite such event. If any work performed by
Tenant or Tenant's contractor results in a strike, lockout and/or labor dispute,
such strike, lockout and/or labor dispute shall not excuse Tenant's performance
hereunder.
36.8 WAIVER OF REDEMPTION RIGHTS. Tenant hereby expressly waives any and all
rights of redemption granted by or under any present or future laws in the event
Tenant is evicted from or dispossessed of the Premises for any cause, or in the
event Landlord obtains possession of the Premises by reason of the violation by
Tenant of any of the covenants and conditions of this Lease or otherwise. The
rights given to Landlord herein are in addition to any rights that may be-given
to Landlord by any statute or otherwise.
36.9 AMENDMENTS. To be effective and binding on Landlord and Tenant, any
amendment, modification, addition or deletion to the provisions of this Lease
must be in writing and executed by both parties in the same manner as the Lease
itself.
36.10 RIGHT TO ENTER. Landlord and/or its authorized representatives shall have
the right to enter the Premises at all reasonable times for the purpose of
showing the Premises to prospective purchasers or lenders.
36.11 DEFINITION OF LANDLORD. As used in this Lease, the term "Landlord" means
only the current owner of the fee title to the Shopping Center or the leasehold
estate under a ground lease of the Shopping Center at the time in question. Each
Landlord is obligated to perform the obligations of Landlord under this Lease
only during the time such Landlord owns such interest or title. Any Landlord who
transfers its title or interest in the Shopping Center is relieved of all
liabilities for the obligations of Landlord under this Lease to be performed on
or after the date of transfer.
36.12 TENANT'S FINANCIAL CONDITION. Within ten (10) days after written request
from Landlord, Tenant shall deliver to Landlord such financial statements as
Landlord reasonably requires to verify the net worth of Tenant or any guarantor
of Tenant. In addition, Tenant shall deliver to any lender designated by
Landlord any financial statements required by such lender to facilitate the
financing or refinancing of the Shopping Center. Tenant represents and warrants
to Landlord that each such financial statement is a true and accurate statement
as of the date of such statement. All financial statements shall be confidential
and shall be used only for the purposes set forth in this Lease.
36.13 Intentionally Omitted.
36.14 THIRD PARTY AGREEMENTS. Landlord represents and warrants to Tenant that
the leasing of the Premises and the execution of the Lease by Landlord and
Tenant does not cause a default under any lease, mortgage or deed of trust
affecting the Premises, or under any other agreement or document to which
Landlord is a party that affects the Building or the Premises and that Tenant
has the authority to lease the Premises and execute the Lease without obtaining
the consent of any third party.
37. BROKERS.
37.1 BROKER'S COMMISSION. Upon execution and delivery of this Lease by Landlord
and Tenant, Landlord shall pay to Landlord's Broker the commission set forth at
Article 3.b hereof, if any, or the commission provided for in the written
agreement (the "Agreement") between Landlord and Landlord's Broker covering
brokerage services rendered in this transaction. If a Tenant's Broker is named
at Article 3.b, Landlord's Broker shall pay an appropriate portion of its
commission to Tenant's Broker if Landlord's Broker and Tenant's Broker have so
agreed between them. Landlord shall have no obligation to pay a commission or
fee to anyone other than Landlord's Broker in connection with this Lease.
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Landlord Tenant
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37.2 PROTECTION OF BROKERS. If Landlord sells its interest in the Premises or
assigns Landlord's interest in this Lease, the buyer or assignee shall, by
accepting such conveyance of the Premises or assignment of the Lease, be
conclusively deemed to have agreed to make all payments to Landlord's Broker
thereafter required of Landlord under this Article 38 or the Agreement.
Landlord's Broker shall have the right to bring a legal action to enforce or
declare rights under this Article 38. The prevailing party in such action shall
be entitled to reasonable attorneys' fees to be paid by the losing party. Such
attorneys' fees shall be fixed by the court in such action. This Article is
included in this Lease for the benefit of Landlord's Broker.
37.3 NO OTHER BROKERS. Tenant represents and warrants to Landlord that the
brokers named in Article 3.b of this Lease are the only agents, brokers, finders
or other parties with whom Tenant has dealt who are or may be entitled to any
commission or fee with respect to this Lease.
38. COMPLIANCE.
The parties hereto agree to comply with all applicable federal, state and local
laws, regulations, codes, ordinances and administrative orders having
jurisdiction over the parties, property or the subject matter of this Agreement,
including, but not limited to, the 1964 Civil Rights Act and all amendments
thereto, the Foreign Investment In Real Property Tax Act, the Comprehensive
Environmental Response Compensation and Liability Act, and The Americans With
Disabilities Act.
LANDLORD AND TENANT have signed this Lease on the dates set forth below.
Date: _____________________________ Date:___________________________________
Landlord: ▇▇▇▇▇▇▇▇▇ Family Trust Tenant: NARA BANK, NATIONAL ASSOCIATION
a _________________________________ a_______________________________________
By:________________________________ By:_____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Y. H. Won
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Print Name: Y. H. WON
Title: Trustee Title: Regional Manager, Northern
California Region
By:_____________________________________
Print Name:_____________________________
Title:__________________________________
SEE YOUR ATTORNEY -- THIS LEASE IS TO BE GIVEN TO YOUR ATTORNEY FOR REVIEW AND
APPROVAL BEFORE YOU SIGN IT. BECAUSE EACH LEASE TRANSACTION IS UNIQUE, AND THE
BUSINESS AND LEGAL CONCERNS OF EACH PART ARE UNIQUE, BROKER CANNOT AND DOES NOT
MAKE ANY REPRESENTATION OR RECOMMENDATION CONCERNING THE LEGAL EFFECT, LEGAL
SUFFICIENCY, ACCURACY OR TAX CONSEQUENCES OF THIS LEASE. THESE ARE QUESTIONS FOR
YOUR ATTORNEY AND FINANCIAL ADVISORS.
IN ANY REAL ESTATE TRANSACTION IT IS RECOMMENDED THAT YOU CONSULT WITH A
PROFESSIONAL, SUCH AS A CIVIL ENGINEER, INDUSTRIAL HYGIENIST OR OTHER PERSON
WITH EXPERIENCE IN EVALUATING THE CONDITION OF THE PROPERTY, INCLUDING THE
POSSIBLE PRESENCE OF ASBESTOS, HAZARDOUS MATERIALS AND UNDERGROUND STORAGE
TANKS.
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Landlord Tenant
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