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EXHIBIT 10.5
OFFICE LEASE
HARBOR BANK
(Plaza Level)
This lease is made on MARCH 11 , 1983, between GOLDEN SHORE PROFESSIONAL
BUILDING, a partnership ("Landlord") and HARBOR BANK, a banking corporation
("Tenant").
LEASE OF PREMISES
Landlord hereby leases to Tenant and Tenant hereby hires from Landlord,
subject to all of the terms and conditions hereinafter set forth, those certain
premises (hereinafter called the "premises") shown in the drawing attached
hereto as Exhibit A and located on the ground floor of that certain office
structure constructed on certain land, all as set forth in Item 1 of the Basic
Lease Provisions, which land has also been improved with landscaping, parking
facilities and other improvements, all of which, together with the office
structure and underlying land, are referred to collectively herein as "the
Building".
BASIC LEASE PROVISIONS
1. Building Name: GOLDEN SHORE PROFESSIONAL BUILDING
Address: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
2. Tenant's Rentable Area: 7,456 square feet
3. (a) Tenant's Proportionate Share (Percentage): 7.16%
(Tenant's Rentable Area divided by 104,129
square feet)
(b) Tenant's Proportionate Share of HVAC
(Percentage): 7.16%
4. Basic Monthly Rent $12,451.52 ($1.67 per square foot)
5. Landlord's estimate of Tenant's share of Building Operating Expenses
during the first year of occupancy $5.00 per sq. ft. rentable area.
(See Section 4.04, this is an estimate only and is subject to
adjustment.)
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6. Term: 20 years and 1 month.
Commencement Date: 12-1-82
Expiration Date: 12-31-2002
7. Security Deposit: $ 12,451.52
Liability Insurance: $1,000,000 CSL, $3,000,000 umbrella.
8. Address for Payment and Notices:
Landlord: c/o Aspen Pacific
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tenant: Office of the President
Harbor Bank
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
IN WITNESS WHEREOF, the parties hereto have executed this lease, consisting
of the foregoing provisions and Article 1 through 38 which follow, as of the
date written above.
GOLDEN SHORE PROFESSIONAL BUILDING,
a partnership
By /s/ ▇▇▇▇ ▇▇▇▇
--------------------------------
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
"Landlord"
HARBOR BANK, a banking corporation
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
"Tenant"
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ADDITIONAL LEASE PROVISIONS
ARTICLE 1
Term
The term of this lease is shown in Item 6 of the Basic Lease Provisions.
This lease is effective retroactive to the commencement date shown in Item 6.
ARTICLE 2
Rent
2.01. Tenant shall pay a basic monthly rent for the premises in the amount
shown in Item 4 of the Basic Lease Provisions payable on the first day of each
month in advance, except that if the commencement date occurs on a day other
than the first day of a month, then the basic monthly rent for the fraction of
the month starting with the commencement date shall be paid on said commencement
date, prorated on the basis of a 30-day month. If the term hereof ends on a day
other than the last day of a month, then the basic monthly rent for the month
during which termination or expiration occurs shall be prorated on the basis of
a 30-day month. In addition to said basic monthly rent, Tenant agrees to pay
additional rent as and when hereinafter provided in this lease. Said basic
monthly rent and additional rent are hereinafter sometimes referred to
collectively as the "rent". The rent shall be payable to landlord without
deduction or offset, in lawful money of the United States of America at the
address for Landlord as shown in Item 8 of the Basic Lease Provisions, or to
such other person or at such other place as Landlord may from time to time
designate in writing.
ARTICLE 3
Definitions of Certain Terms Relating To
Operating Expense Adjustment
For purposes of this lease, the following definitions shall apply:
3.01. "Full Floor Rentable Area" is the total square footage of the floor
area of a full floor, of the Building measured from glass lines to glass lines,
less only elevator shafts, stair shafts, and smoke and mechanical shafts serving
the entire Building.
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3.02. "Building Chargeable Area" shall be the sum of the Full Floor
Rentable Areas of Floors 2 through 6, plus the Ground Floor Chargeable Area.
3.03. "Ground Floor Chargeable Area" shall be the Full Floor Rentable Area
of the ground floor of the Building, excluding the ground floor Building lobby;
3.04. "Tenant's Rentable Area" is the area of Tenant's bank suite, measured
from the glass line to the office side of adjacent corridors and/or lobby and to
the center line of demising walls without deduction for columns or partitions,
plus that portion of the area of the telephone room on the ground floor
multiplied by a fraction, the numerator of which is the area of Tenant's bank
suite and the denominator of which is the Ground Floor Chargeable Area.
3.05. "Tenant's Proportionate Share" is that percentage shown in Item 3a of
the Basic Lease Provisions, and is computed by dividing Tenant's Rentable Area
by the Building Chargeable Area.
3.06. "Building Operating Expenses" are defined as those expenses necessary
to operate and maintain the building in a manner deemed reasonable and
appropriate and for the best interests of the tenants in the building, including
the following:
A. Wages, salaries and fringe benefits of all employees engaged in the
operation and maintenance of the building; employer's social security taxes,
unemployment taxes or insurance, and any other taxes which may be levied on such
wages and salaries; the cost of disability and hospitalization insurance and
pension or retirement benefits for such employees;
B. All supplies and materials used in operation and
maintenance of the building;
C. Except as to those assessments for electricity which are
specifically covered by Sections 4.01 and 4.02 below, cost of all utilities used
in connection with the Building including water, heating, air conditioning and
ventilating the Building and of waste, trash and sewage disposal;
D. Cost of replacement of equipment and all maintenance and
service agreements on equipment, including, without limitation, alarm
service, building mechanical equipment, window cleaning and elevator
maintenance;
E. Cost of casualty and liability insurance applicable to the
building and Landlord's personal property used in connection therewith;
F. Cost of repairs, general maintenance, including, without
limitation, all janitorial services and supply contracts
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and all other service and maintenance contracts pertaining to the Building;
however, if Tenant furnishes its own janitorial services to the premises, only
that percentage of charges for janitorial services attributable to the "common
facilities" (as that term is defined in Section 4.02 infra) shall be included
for purposes of this definition; provided that any janitorial services furnished
by Tenant shall be reasonably acceptable to Landlord, shall conform to building
standards respecting maintenance, and shall be performed only during the hours
when the building is generally available for janitorial services;
G. Any capital improvements made or installed after completion of the
building for purposes of saving labor or otherwise reducing applicable operating
costs, with annual charges not to exceed the aggregate estimated cost savings
annualized on a straight line basis over the useful life of the capital improve-
ments as determined by Landlord in accordance with generally accepted accounting
principles and practices in effect at the time of acquisition of the capital
item;
H. All taxes and assessments and governmental charges whether by
federal, state, county or municipal taxing districts or authorities or by
others, subsequently created or otherwise, and any other taxes and assessments
attributable to the Building, or its operation, including, without limitation,
any tax or other levy, however denominated, on or measured by the rental
collected by Landlord with respect to the Building, on Landlord's business or
leasing the Building or on the number of persons employed and/or working in the
Building, but excluding federal and state taxes on income. If Tenant and other
tenants in the Building, who together occupy more than 50% of the Building
Chargeable Area, at any time request that Landlord seek a reduction in the
assessed valuation of the Building, or contest any real property taxes levied or
assessed against the Building, Landlord shall seek such reduction in valuation,
or contest such levy or assessment, in accordance with the following:
1. Landlord shall not be required to withhold payment of any levy or
assessment if at any time any part of the Building is in immediate danger of
being forfeited or sold because of nonpayment of any levy or assessment.
2. The tenants requesting the contest shall pay all of the costs
associated with the contest including, without limitation, attorneys' fees and
expenses associated therewith.
I. Cost of all accounting and other professional fees incurred
in connection with the operation of the building; and
J. A management fee, not to exceed four percent(4%) of the
gross income from the building, which may be payable to landlord.
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Notwithstanding the foregoing, Building Operating Expenses shall not include
expenses for which the Landlord is reimbursed or indemnified other than pursuant
to Article 4 below; expenses incurred in leasing space or procuring tenants
(including, without limitation, lease commissions, advertising expenses, legal
expenses, and expenses of renovating space for tenants); legal expenses arising
out of disputes with tenants or the enforcement of the provisions of any lease
of space in the building; interest or amortization payments on any mortgage or
mortgages, and rental under any ground or underlying lease or leases (except
that such portion of said lease payments equal to taxes imposed upon the Land,
or upon the rental collected, or upon the business of leasing real property, or
any other tax, however denominated, imposed in addition to or in lieu of such
taxes, other than federal or state income taxes, shall be included as a part of
the operating costs); wages, salaries or other compensation paid to any
executive employees above the rank of building manager; the cost of any work or
service performed for or facilities furnished to a tenant at the tenant's cost;
the cost of correcting defects (latent or otherwise) in the construction of the
building or in the building equipment, except those conditions (not occasioned
by construction defects) resulting from ordinary wear and tear shall not be
deemed defects; the cost of installing, operating and maintaining any specialty
improvement including, without limitation, any observatory or broadcasting
facility, cafeteria or dining facility, or athletic, luncheon or recreational
club, and any costs or expenses representing an amount paid to a related entity
which is in excess of the amount which would be paid in the absence of such
relationship; cost of capital improvements and depreciation or amortization
(except as otherwise provided in Section 3.06G above or elsewhere herein.)
ARTICLE 4
Utilities, Services, Operating Expenses
4.01. So long as Tenant is not in default hereunder, Landlord shall furnish
to the premises between the hours of 7:00 a.m. and 7:00 p.m., Monday through
Friday, and between the hours of 8:00 a.m. and 1:00 p.m. Saturday, except legal
holidays, such amounts of air conditioning, heating and ventilation as may be
reasonably required for the use and occupation of the premises, taking into
consideration at any given time the availability of energy resources and prudent
energy conservation practices. Tenant shall reimburse Landlord monthly for the
percentage of all costs of air conditioning, heating and ventilation provided to
all premises in the Building shown in Item 3b of the Basic Lease Provisions.
This percentage is based upon the estimated differential heat load and cubic air
volume required for the premises and all other premises in the Building. If any
lights, machines or equipment (including but not limited to computers) are used
by Tenant in the premises
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which materially affect the temperature otherwise maintained by the air
conditioning system, or generates substantially more heat in the premises than
would be generated by the Building Standards lights and usual fractional
horsepower office equipment, Landlord shall have the right to install any
machinery and equipment which Landlord reasonably deems necessary to restore
temperature balance, including but not limited to modifications to the standard
air conditioning equipment, and the cost thereof, including the cost of
installation and any additional cost of operation and maintenance occasioned
thereby, shall be paid by Tenant to Landlord upon demand by landlord. During
other hours Landlord will provide such air conditioning, heating and ventilation
upon not less than 24 hours advance notice from Tenant to Landlord, and Tenant,
upon presentation of a ▇▇▇▇ therefor, shall pay Landlord for such service on an
hourly basis at the then prevailing rates therefor as established by Landlord.
If such service is not a continuation of that furnished during regular business
hours, Tenant shall pay for a minimum of three (3) hours of such service. The
premises shall be separately metered for all electric current provided to the
premises; the cost of any such meter and of installation, maintenance and repair
thereof shall be paid for by Tenant and Tenant agrees to pay Landlord promptly
upon demand by Landlord for all such electric current consumed for any such use
as shown by said meter, at the rates charged for such services by the local
public utility furnishing the same, plus any additional expense incurred in
keeping account of the electric current so consumed. Tenant shall pay all
charges for such utility service to the premises. If any such charges are not
paid when due, Landlord may pay the same, and any amount so paid by Landlord
shall thereupon become due to Landlord from Tenant as additional rent. Landlord
may impose a reasonable charge for any utilities or services required to be
provided by Landlord by reason of any substantial recurrent use of the premises
at any times other than the hours of 7:00 a.m. to 7:00 p.m. Monday through
Friday, and 8:00 a.m. to 1:00 p.m. Saturday, excluding legal holidays. Landlord
shall not be liable for, and Tenant shall not be entitled to terminate the lease
or to any reduction of the rental provided for hereunder, by reason of
Landlord's failure to furnish any of the foregoing or by reason of any reduction
in the amount or level of any of the foregoing when such failure or reduction is
caused or mandated by accident, breakage, repairs, strikes, lockouts or other
labor disturbances or labor disputes of any character, or any law, regulation,
rules, ordinance or court order limiting or restricting the usability or
consumption of utility items such as gas, water or electricity or by any other
cause, similar or dissimilar, beyond the reasonable control of Landlord.
Landlord shall not be liable under any circumstances for any loss of or injury
to property, business or goodwill, however occurring, through or in connection
with or incidental to failure to furnish any of the foregoing.
4.02. So long as Tenant is not in default hereunder, Landlord agrees to
operate and maintain during the term of this
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lease all common facilities within the Building. All areas within the exterior
boundaries of the Building which are not now or hereafter held for exclusive use
by persons entitled to occupy floor space in the Building, including, without
limiting the generality of the foregoing, parking areas, driveways, truckways,
delivery passages, loading docks, sidewalks, ramps, landscaped and planted
areas, exterior stairways, hallways and interior stairwells not located within
the premises of any tenant, elevators, bus stops, retaining walls, restrooms not
located within the premises of any tenant, and other areas and improvements
provided by Landlord for the common use of Landlord and tenants and their
respective employees and invitees, shall be deemed "common facilities". Landlord
may make changes at any time and from time to time in the size, shape, location,
number and extent of the common facilities or any of them, and no such change
shall entitle Tenant to any abatement of rent. Tenant shall reimburse Landlord
monthly for Tenant's Proportionate Share of all electric current provided to the
common facilities. If the same is not separately metered, that percentage of
total charges for all electric current consumed in the Building (excluding
Tenant's separately metered charges) estimated from time to time by the Southern
California Edison Company, or Landlord's electrical engineer (at Landlord's
election) as attributable to the common facilities shall be used in making this
computation Obligations of Tenant under Section 4.01 and this Section shall be
paid together with payment of Tenant's Proportionate Share of Building Operating
Expenses as provided below in this Article 4.
4.03. With respect to each calendar year during the lease term, Tenant
shall pay in the installments provided below in Sections 4.04 and 4.05 as
additional rent, and in addition to the basic rent specified in Article 2 above,
(i) the charges provided in Sections 4.01 and 4.02 above and (ii) an amount
equal to Tenant's Proportionate Share of the amount of the Building Operating
Expenses for such calendar year. Notwithstanding anything to the contrary below,
Tenant shall not pay less than the basic monthly rent specified in Article 2
above in any calendar month.
4.04. Landlord shall provide to Tenant a written estimate of Building
Operating Expenses at least thirty (30) days prior to the start of each
succeeding calendar year of the lease term. With respect to each calendar year
during the lease term, the Tenant shall pay to Landlord, with each installment
of basic monthly rent, (i) one-twelfth (1/12) of Tenant's Proportionate Share of
said estimated Building Operating Expenses for such year and (ii) the actual
amount of the charges provided in Sections 4.01 and 4.02 for the prior month.
4.05. Within one hundred twenty (120) days after the end of every calendar
year during the lease term, commencing with the first year after the base year,
the Landlord shall provide Tenant with a written statement of the Actual
Building Operating Expenses
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for such year. If Tenant's Proportionate Share of Actual Building Operating
Expenses should exceed the estimated amount previously paid by Tenant with
respect to such year, then Tenant shall pay Landlord the additional amount due
to Landlord within thirty (30) days, and, if Tenant's Proportionate Share of
Actual Building Operating Expenses should be less than the estimated amount paid
by Tenant with respect to such year, then Landlord shall credit against future
additional rent due under this Article the amount of overpayment by Tenant.
4.06. Landlord and Tenant shall each from time to time upon request of the
other sign a written memorandum confirming the amount of the additional rent as
adjusted from time to time hereunder.
4.07. Upon termination, any increase in Building Operating Expenses for any
calendar year during the term of this lease shall be apportioned so that Tenant
shall pay at termination its proportionate share of the increase for such year
as falls within the term, as then estimated by Landlord.
4.08. In the event this lease shall commence other than on the first day of
any calendar year, Tenant shall pay monthly its pro rata share of the operating
expense increase for such year.
4.09. If any special assessments are included as part of the real estate
taxes and such assessment may be paid in installments, Tenant shall be obligated
to pay only Tenant's Proportionate Share of the installment falling within the
term whether or not landlord pays such assessment in installments.
ARTICLE 5
Rent Adjustment
5.01. Basic monthly rent shall be adjusted in accordance with the
provisions of this Article. As used herein:
A. "Index" shall mean the Consumer Price Index for All Urban
Consumers, Los Angeles/Long Beach/Anaheim, California, 1967=100, published
by the Bureau of Labor Statistics of the United States Department of Labor;
B. "Base Date" shall be that date four calendar months prior to the
month in which the Commencement Date occurs;
C. "Adjustment Calculation Date" shall mean the second anniversary of
the Base Date, and thereafter, each anniversary or such Base Date;
D. "Rent Adjustment Date" shall mean the second
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anniversary of the first day of the calendar month in which the
Commencement Date occurs, and thereafter, each anniversary thereof;
E. As to each rent Adjustment Date other than the first Rent
Adjustment Date, "Percentage Increase Of Index" shall mean that percentage
of increase in the index on the immediately preceding Adjustment
Calculation Date equal to a fraction, the numerator of which shall be the
index on such Adjustment Calculation Date less the index on the last prior
Adjustment Calculation Date, and the denominator of which shall be the
index on the last prior Adjustment Calculation Date. In the case of the
first Rent Adjustment Date, such percentage shall be calculated by treating
the Base Date as the last prior Adjustment Calculation Date;
F. "Adjusted Monthly Rent" shall mean the monthly rent paid by Tenant
during the month immediately preceding any Adjustment Date, exclusive of
any operating expense adjustment.
5.02. Each Rent Adjustment Date, the monthly rent to be paid by Tenant
pursuant to Article 2 shall be increased as follows:
A. On the first Rent Adjustment Date, the Basic Monthly Rent set
forth in Item 4 of the Basic Lease Provisions shall be increased by an
amount equal to the lesser of the Percentage Increase Of Index or 14.49%.
B. On each Rent Adjustment Date thereafter, the Adjusted Monthly Rent
shall be increased by an amount equal to the lesser of the Percentage
Increase Of Index or 7%.
C. In each case, the rent adjustment shall be effective as of the
Rent Adjustment Date, whether or not the precise amount of such adjustment
has been calculated by Landlord. Tenant agrees to pay, in one payment and
immediately upon notice of such calculation, the entire amount of the
increased rent accrued and owing as of the date of such notice.
5.03. In the event the Percentage Increase Of Index is a negative amount,
the Percentage Increase Of Index shall, for purposes of subparagraph 5.02, be
deemed to be equal to zero (0).
5.04 In the event the Index shall hereafter be converted to a different
standard reference base or otherwise revised, the determination of the
Percentage Increase Of Index shall be made with the use of such conversion
factor, formula or table for converting the Index as may be published by the
Bureau of Labor Statistics, or if the Bureau shall not publish the same, then
with
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the use of such conversion factor, formula or table as may be published by
the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Index or such other nationally recognized publisher of similar
statistical information as may be selected by the Landlord, in Landlord's sole
discretion
ARTICLE 6
Security Deposit
6.01. Tenant has deposited with Landlord the sum set forth in Item 7 of the
Basic Lease Provisions as security for the full and faithful performance of
every provision of this lease to be performed by Tenant. If Tenant defaults with
respect to any provision of this lease, including but not limited to the
provisions relating to the payment of rent, the repair of damage to the premises
caused by Tenant and/or the cleaning the premises upon termination of this
lease, Landlord may to the full extent permitted by law use, apply or retain all
or any part of this security deposit for the payment of any rent or of any other
sum in default, for the repair of such damage to the premises, to the cost of
such cleaning or for the payment of any other amount or amounts as Landlord may
spend or become obligated to spend by reason of Tenant's default or to
compensate Landlord for any other loss or damage which Landlord may suffer by
reason of Tenant's default. If any portion of said deposit is so used or
applied, Tenant shall, within ten (10) days after written demand therefor,
deposit cash with Landlord in an amount sufficient to restore the security
deposit to its original amount and Tenant's failure to do so shall be a material
breach of this lease. Landlord's obligations with respect to the security
deposit are those of a debtor and not a trustee. Landlord shall not be required
to keep this security deposit separate from its general funds, and Tenant shall
not be entitled to interest on such deposit. If Tenant shall fully and
faithfully perform every provision of this lease to be performed by it, the
security deposit or any balance thereof shall be returned to Tenant (or, at
Landlord's option, to the last assignee of Tenant's interest hereunder) at the
expiration of the lease term.
ARTICLE 7
Parking
7.01. Tenant and its employees, customers and invitees shall have a
nonexclusive right to use of the parking and other common areas, subject to
reasonable rules and regulations from time to time established by Landlord
governing such use, including reasonable validation requirements applied on a
nondiscriminatory
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basis. Landlord may make changes at any time and from time to time in the size,
shape and appearance of the parking and common areas, provided that throughout
the term of this lease Landlord shall provide at least ninety percent (90%) of
the number of parking spaces initially provided, at no materially greater
distance from the premises, and shall at all times be available for use by
Tenant and its employees, customers and invitees. Additional provisions for
parking appear in Exhibit "P" hereto.
7.02. So long as Tenant continues to occupy the premises, the Building may
be identified as the HARBOR BANK BUILDING, or by the name of any successor
banking institution to Tenant by way of merger, consolidation or purchase of
substantially all assets or by such other name as Tenant may adopt as its name.
Landlord reserves the right to also identify the Building as the GOLDEN SHORE
PROFESSIONAL BUILDING in any literature existing as of the date of execution of
this lease. Subject to ordinances of the City of Long Beach and to all
covenants, conditions and restrictions applicable to the premises and the
Building, and subject to Landlord's reasonable approval thereof, Tenant shall
have the right to install, operate and maintain at Tenant's sole cost and
expense, building identification signing on the ground floor, and parapet
elevation identity signing. Said signs shall be installed, operated, and
maintained at Tenant's sole cost and expense. Tenant shall in addition have the
right, subject to Landlord's reasonable approval, to install exterior signs
designating Tenant's place of business as shown in the Work Letter. Tenant shall
be responsible and shall pay for the installation (including a meter for
electric current and any additional construction cost for work required to be
done by Landlord in excess of that shown in the Work Letter),maintenance,
insurance and utilities for all of its signs, shall see to their compliance with
applicable laws and insurance requirements, and shall remove the same at the end
of the term hereof and repair any damage caused to the Building by such removal.
ARTICLE 8
Use of Premises
8.01. Tenant shall use and occupy the premises only for banking purposes
and incidental thereto, other lines of business customarily engaged in by
banking institutions from time to time. Tenant shall not use or occupy the
premises for any other purpose, including without limiting the generality of the
foregoing any medical or dental office, clinic, laboratory or similar business,
without the prior written consent of Landlord. Tenant shall not use or occupy
the premises in violation of law and shall, upon five (5) days' written notice
from Landlord, discontinue any use of
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premises which is declared by any governmental authority having jurisdiction to
be a violation of law. Tenant, at its sole cost and expense, shall comply with
any direction of any governmental authority having jurisdiction which shall
impose any duty upon Tenant or Landlord with respect to the premises or the use
or occupation thereof, by reason of the nature of Tenant's use or occupancy of
the premises. Tenant shall not do or permit to be done anything which would
invalidate or increase the cost of any fire and extended coverage insurance
policy covering the building and/or any property located therein. Tenant shall
promptly upon demand reimburse Landlord for any additional premium charged for
such policy by reason of Tenant's failure to comply with the provisions of this
Article.
8.02. Landlord covenants that it shall lease no space in the Building to
any other commercial banking facility so long as this lease is operative.
Nothing herein shall be deemed to preclude leasing space in the Building to a
Savings and Loan Association, Thrift and Loan, loan broker or mortgage banker,
or securities brokerage firm, or similar business not licensed as a bank.
ARTICLE 9
Acceptance of Premises
9.01. Tenant acknowledges that neither Landlord nor any agent of Landlord
has made any representation or warranty with respect to the premises or the
building or with respect to the suitability or fitness of either for the conduct
of Tenant's business or for any other purpose. The taking of possession or use
of the premises by Tenant for any purpose other than construction shall
conclusively establish that the premises and the building were at such time in
satisfactory condition (except for latent defects) and in conformity with the
provisions of this lease in all respects, except as to any items as to which
Tenant shall give Landlord written notice in reasonable detail within fifteen
(15) days after Tenant takes such possession, commences such use of the premises
or the term of this lease otherwise commences as provided in Article 1 above,
whichever shall first in time occur. Nothing contained in this Article 9 shall
affect the commencement of the term of this lease or the obligation of Tenant to
pay rent hereunder as provided in Article 2 above. Landlord shall promptly
correct any actual defects of which it is notified as provided above.
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ARTICLE 10
Alterations and Equipment
10.01. Tenant shall make no alterations, additions or improvements to the
premises, other than usual decorating work, without the prior written consent of
Landlord, and Landlord may impose as a condition to such consent such
requirements as Landlord in its sole discretion may deem necessary or desirable,
including, without limiting the generality of the foregoing, requirements as to
the manner in which, and the time or times at which, such work shall be done.
Landlord shall also have the right, in its sole discretion, to approve or
disapprove the contractor selected by Tenant to perform such work. All such
alterations, additions or improvements shall upon any termination hereof become
the property of the Landlord and shall be surrendered with the premises, as a
part thereof, upon any termination hereof, except that Landlord may, by written
notice to Tenant give at least thirty (30) days prior to the end of term or
within 30 days of any earlier termination hereof, require Tenant to remove all
partitions, counters, railings and the like installed by Tenant, and to repair
any damage to the premises for such removal, all at Tenant's sole cost and
expense.
10.02. All articles of personal property and all business and trade
fixtures, machinery and equipment, cabinet work, furniture and movable
partitions owned by Tenant or installed by Tenant at its expense in the premises
shall be and remain the property of Tenant and may be removed by Tenant at any
time during the lease term so long as Tenant is not in default hereunder,
provided that Tenant repairs any damage to the premises or the building caused
by such removal. On the expiration of the term of this lease, or on any earlier
termination of this lease, Tenant shall remove all such personal property, etc.,
in accordance with the provisions of Article 22 below.
ARTICLE 11
Liens
11.01. Tenant shall keep the premises and the building free from any
mechanic's or other liens arising out of any work performed, materials furnished
or obligations incurred by Tenant, and agrees to defend, indemnify and hold
harmless Landlord from and against any such lien or claim or action thereon,
together with costs of suit and reasonable attorney's fees incurred by Landlord
in connection with any such claim or action.
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ARTICLE 12
Tax on Tenant's Property
12.01. Tenant shall be liable for and shall pay not later than ten (10)
days before delinquency, all taxes levied against any personal property or trade
fixtures placed by Tenant in or about the premises. If any such taxes on
Tenant's personal property or trade fixtures are levied against Landlord or
Landlord's property, or if the assessed value of Landlord's property is
increased by the inclusion therein of a value placed upon such personal property
or trade fixtures, Landlord shall have the right, but not the obligation, to pay
the taxes caused by such inclusion or increase in assessed value (the "Added
Tax"). If Landlord elects in its sole discretion to pay and does pay such added
tax, Landlord shall have the right to offset such payment against the security
deposit or, at its sole election, to assess Tenant for such added tax, in which
case Tenant shall within ten (10) days of such assessment pay the full amount
thereof to Landlord. The Landlord shall have the right, as provided herein, to
make such payment regardless of the validity of such levy, but agrees to give
not less than ten (10) days, notice to Tenant of its intention to make such
payment and shall, if so requested by Tenant and if properly and to Landlord's
full and complete satisfaction indemnified by Tenant, make such payment under
protest. If added taxes are so paid under protest, Tenant shall have the right,
in the name of the Landlord and with Landlord's full cooperation, to bring suit
in any court of competent jurisdiction to recover the amount of any such taxes
so paid under protest; provided, however, that such suit may not be brought or
commenced until Landlord has been provided with assurance reasonable to it that
Tenant shall pay all costs of such suit and that Landlord shall incur no cost or
expense in connection with such suit. So long as the Tenant has properly
reimbursed Landlord for the added taxes paid by Landlord, and for Landlord's
costs and expenses in making such payment under protest and for cooperating with
any litigation or other proceeding relating to such protested payment, including
without limitation attorney's fees, any amount so recovered shall belong to
Tenant.
12.02. If the Tenant improvements in the premises, whether installed and/or
paid for by Landlord or Tenant and whether or not affixed to the real property
so as to become a part thereof, are assessed for real property tax purposes at a
valuation higher than the valuation at which Tenant improvements conforming to
Landlord's "building standard" in other space in the building are assessed, then
the real property taxes and assessments levied against Landlord or Landlord's
property by reason of such excess assessed valuation shall be deemed to be taxes
levied against the personal property of Tenant and shall be governed by the
provisions of Section 12.01 above.
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ARTICLE 13
Maintenance and Repair
13.01. Subject to the provisions of Section 13.02 below, Tenant shall take
good care of the premises and the fixtures therein, and subject to the
provisions of Article 18 below, shall reimburse Landlord for all repairs thereto
or to the building which are made necessary as a result of any misuse or neglect
by Tenant or any of its officers, agents, employees, contractors, permittees,
licensees, visitors, guests or invitees.
13.02. Subject to the provisions of Article 6 and Article 18 hereof,
Landlord shall repair and maintain the building structure and public areas, and
the plumbing, air conditioning and electrical systems serving the premises.
Landlord shall not be liable for any failure to make any repairs or to perform
any maintenance unless such failure shall persist for an unreasonable time after
written notice of the need for such repairs or maintenance is given to Landlord
by Tenant. Except as provided in Article 18 hereof, there shall be no abatement
of rent or lease termination by the Tenant, and no liability of Landlord by
reason of any injury to or interference with Tenant's business, arising from the
making of any repairs, alterations or improvements in or to any portion therein;
provided, however, that in making such repairs, alterations or improvements,
Landlord shall interfere as little as reasonably practicable with the conduct of
Tenant's business in the premises.
ARTICLE 14
Entry and Inspection
14.01. Tenant will permit Landlord and its agents at all reasonable times
during normal business hours and at any time in case of emergency, in such
manner as to cause as little disturbance to Tenant as reasonably practicable,
(1) to enter into and upon the premises for the purpose of inspecting the same,
or for the purpose of protecting the interest therein of Landlord, and (2) to
take all required materials and equipment into the premises, and perform all
required work therein, including without limitation the erection of scaffolding,
props, or other mechanical devices, for the purpose of making alterations,
repairs or additions to the premises or to any other portion of the building in
which the premises are situated as may be provided for by this lease or as may
be mutually agreed upon by the parties or as Landlord may be required to make by
law or for maintaining any service provided by Landlord to Tenant hereunder,
including window cleaning and janitor service, without any abatement of rent to
Tenant for any loss of occupancy or quiet
17
enjoyment of the premises, or damage, injury or inconvenience thereby
occasioned. Tenant shall also permit Landlord and its agents, upon request, to
enter and/or pass through the premises or any part thereof, at reasonable times
during normal business hours, to show the premises to holders of encumbrances on
the interest of Landlord under the lease, or to prospective purchasers,
mortgagees or lessees of the building as an entirety, and during the period
beginning six (6) months prior to the expiration date of this lease, Landlord
may exhibit the premises to prospective tenants. Landlord shall also have the
right to enter on and/or pass through the premises, or any part thereof, at such
times as such entry shall be required by circumstances of emergency affecting
the premises or any other portion of the building in which the premises are
located. If during the last month of the term hereof Tenant shall have removed
substantially all of Tenant's property and personnel from the premises, Landlord
may enter the premises and repair, alter and redecorate the same, without
abatement of rent and without liability to Tenant, and such acts shall have no
effect on this lease.
ARTICLE 15
Hold Harmless and Non-Liability
15.01. This lease is made upon the express condition that Landlord is to be
free from all liability and claims for damages (except for breach of lease by
Landlord or that portion of any claim or damage resulting exclusively from
Landlord's negligence, willful conduct or omission), resulting from or arising
out of any injury to any person or persons, including Tenant, or to property of
any kind whatsoever or to whomsoever belonging, including that of Tenant, from
any cause or causes, while in, upon, adjacent to, in the vicinity of or in any
way connected with the premises or any portion thereof, during the term of this
lease, or any extension hereof, or during any other occupancy of the premises by
Tenant. Subject to the terms of this lease (and except for breach of this lease
by Landlord or that portion of any claim or damage resulting exclusively from
Landlord's willful conduct or omission), Tenant hereby agrees to indemnify and
save Landlord harmless from and against any and all claims, demands,
obligations, liabilities, cause or causes of action resulting from or arising
out of the condition during the term of this lease of the premises (including
the building in which the premises are located) and the parking area.
15.02. Tenant hereby agrees that Landlord shall not be liable (except for
Landlord's breach of this lease or that portion of any damage incurred solely as
a result of Landlord's negligence, willful conduct or omission) for injury to
Tenant's business or any
18
loss of income therefrom or for damages to the property of Tenant, or of
Tenant's officers, agents, employees, contractors, permittees, licensees,
visitors, guests or invitees, or any other person in or about the premises or
the building, nor shall Landlord be liable for injury to the person of Tenant,
Tenant's officers, agents, employees, contractors, permittees, licensees,
visitors, guests, invitees or to the person of any other person in or about the
premises or the building. This shall be true regardless of whether such damage
or injury is caused by or results from, without limitation, fire, steam,
electricity, gas, water or rain, or from the breakage, leakage or obstruction of
or other defects in the pipes, sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures of the same, or from any other cause,
regardless of whether the said damage or injury results from conditions arising
upon the premises, the building in which the premises are located, or elsewhere
and whether the cause of such damage or injury or the means of repairing the
same is inaccessible to Tenant.
15.03. Tenant shall at its own cost take out and keep in force during the
term of this lease, public liability and property damage insurance, in an amount
not less than that set forth in Item 11 of the Basic Lease Provisions, insuring
against all liability of Tenant and its authorized representatives arising out
of and in connection with Tenant's use or occupancy of the premises, and
insuring Landlord with respect to the ownership, maintenance, operation and use
or occupancy of the premises. All such insurance shall insure performance by
Tenant of the indemnity provisions of this Section. Both parties shall be named
as additional insureds, and the policy shall contain cross-liability, personal
injury and contractual liability endorsements. The insurance requirements
imposed on Tenant shall not impute to Landlord any responsibility for the
sufficiency or adequacy of the insurance carried by Tenant, and Landlord shall
have no liability to Tenant or to any third party for Tenant's failure to obtain
proper or sufficient insurance.
15.04. Tenant shall, during the term of this lease, continually maintain
insurance coverage as required by the State Banking Department.
15.05. To the extent, but only to the extent, claims are in fact paid under
such policies, the parties release each other, and their respective authorized
representatives, from any claims for damage to any person or to the premises and
the building and other improvements in which the premises are located and to the
fixtures, personal property, Tenant's improvements and alterations of either
Landlord or Tenant in or on the premises and the Building that are caused by or
result from risks insured against under any insurance policies carried by the
parties and in force at the time of any such damage. To the extent, but only to
the extent, claims are in fact paid under such policies, neither party shall be
liable to the
19
other for any damage caused by fire or any of the risks insured against under
any insurance policy required by this lease.
15.06. All the insurance required under this lease shall:
A. Be issued by insurance companies authorized to do business in the
State of California, with a policyholders and financial rating of at least
A:Class X1 status as rated in the most recent edition of Best's Key-Rating
Guide;
B. Be issued as a primary policy; however, Tenant may carry the
insurance under blanket policy if the policy specifically provides that the
amount of insurance required under this lease will be in no way prejudiced
by other losses covered by the policy; and
C. Contain an endorsement requiring thirty (30) days' written notice
from the insurance company to both parties and Landlord's lender before
cancellation or change in the coverage, scope, or amount of any policy.
15.07. Each policy, or a certificate of the policy together with evidence
of payment of premiums, shall be deposited with Landlord at the commencement
date, and, on renewal of the policy, not less than twenty (20) days before
expiration of the term of the policy.
ARTICLE 16
Assignment and Subletting
16.01. Tenant shall not, either voluntarily or by operation of law, assign,
sell, encumber, pledge, or otherwise transfer all or any part of Tenant's
leasehold estate hereunder, or permit the premises to be occupied by anyone
other than Tenant or Tenant's employees or sublet the premises or any portion
thereof, without Landlord's prior written consent in each instance, which
Landlord agrees not to unreasonably withhold. Consent by Landlord to one or more
assignments of this lease or to one or more sublettings of the premises shall
not operate to exhaust Landlord's rights under this Section. The voluntary or
other surrender of this lease by Tenant or a mutual cancellation hereof shall
not work a merger, and shall at Landlord's sole option, either terminate such
subleases or subtenancies or operate as an assignment to Landlord of subleases
or subtenancies as the Landlord may designate. If Tenant is a corporation which,
under the then current guidelines published by the Commissioner of Corporations
of the State of California, is not deemed a public corporation, or is an
unincorporated association or partnership, the transfer, assignment or
hypothecation of any stock or interest in such corporation, association or
partnership in the aggregate in excess of twenty-five percent (25%) shall be
deemed an
20
assignment within the meaning and provisions of this Article. Tenant agrees to
reimburse Landlord for Landlord's reasonable costs and attorneys' fees incurred
in connection with the processing and documentation of any such requested
assignment, subletting, transfer, change of ownership or hypothecation of this
lease or Tenant's interest in and to the premises.
16.02. If Tenant desires at any time to assign this lease or to sublet the
premises or any portion thereof, it shall first notify Landlord of its desire to
do so and shall, within ninety (90) days of the request for Landlord's consent,
submit in writing to Landlord (1) the name of the proposed subtenant or
assignee; (2) the nature of the proposed subtenant's or assignee's business to
be carried on in the premises; (3) the terms and provisions of the proposed
sublease or assignment; and (4) such reasonable financial information as
Landlord may request concerning the proposed subtenant.
16.03. At any time within fifteen (15) days after Landlord's receipt of the
information specified in Section 16.02 above, Landlord may by written notice to
Tenant elect to (1) consent to the subletting or assignment upon the terms and
to the subtenant or assignee proposed; (2) refuse to give its consent; (3)
sublease the premises or the portion thereof so proposed to be subleased by
Tenant or take an assignment of Tenant's leasehold estate hereunder or such part
thereof as shall be specified in said notice upon the same terms (excluding
terms relating to the use of Tenant's name or the continuation of Tenant's
business) as those offered to the proposed subtenant or assignee, as the case
may be; or (4) terminate this lease as to the portion (including all) of the
premises so proposed to be subleased or assigned with a proportionate abatement
in the rent payable hereunder. Landlord agrees not to exercise any option set
forth in clauses (2) through (4) above unless its refusal to consent is not
unreasonable, taking into account the information furnished Landlord pursuant to
Section 16.02. And in the event Landlord elects to exercise any options set
forth in clauses (2) through (4) above, it shall in its notice to Tenant specify
its reasons for withholding consent to the requested subletting or assignment.
Tenant further agrees that no assignment or subletting consented to by Landlord
shall impair or diminish any covenant, condition or obligation imposed upon
Tenant by this lease or any right, remedy or benefit afforded Landlord by this
lease. If Landlord consents to such assignment or subletting, Tenant may,
within (90) days after the date of Landlord's consent, enter into a valid
assignment or sublease of the premises or portion thereof upon the terms and
conditions described in the information required to be furnished by Tenant to
Landlord pursuant to Section 16.02 above, or upon other terms not more favorable
to Tenant; provided, however, that any material change in such terms shall be
subject to Landlord's consent as provided in this Article 16. Failure of
Landlord to exercise any option set forth in clauses (1) through (4) above
within such
21
fifteen (15) day period shall be deemed consent by Landlord to the proposed
subletting or assignment.
16.04. Not withstanding the provisions of this Article 16 above, Tenant
shall have the right, without Landlord's consent, to assign this lease to a
corporation with which it may merge or consolidate, to any parent or subsidiary
of Tenant, or subsidiary of Tenant's parent, or to a purchaser of substantially
all of Tenant's assets, if the assignee executes an agreement in form required
by Landlord assuming Tenant's obligations under this lease.
16.05. No subletting or assignment, even with the consent of Landlord or
pursuant to Section 16.04, shall relieve Tenant of its obligation to pay the
rent and to perform all of the other obligations to be performed by Tenant
hereunder. The acceptance by Landlord of any payment due hereunder from any
other person shall not be deemed to be a waiver by Landlord of any provisions of
this lease or to be a consent to any assignment or subletting.
ARTICLE 17
Transfer of Landlord's Interest
17.01. Tenant acknowledges that this lease agreement and the rents paid or
payable hereunder may be assigned by Landlord, without notice to Tenant, and
agrees, upon written demand by Landlord and by the holder of any mortgage, deed
of trust and/or assignment of rents encumbering the Building (hereinafter
referred to as "mortgagee") to pay all rents due and payable hereunder as so
directed by such mortgagee.
17.02. In the event of any transfer or transfers of Land- Landlord's
interest in the premises or in the real property of which the premises are a
part, other than a transfer for security purposes only, the transferor shall be
automatically relieved of any and all obligations and liabilities on the part of
Landlord accruing from and after the date of such transfer, including without
limitation the obligation of Landlord under Article 5 above to return the
security deposit as provided therein, provided such obligations and liabilities
are assumed in writing by the transferee.
ARTICLE 18
Damage or Destruction
18.01. In the event the premises or the Building of which the premises are
a part are damaged by fire or other perils covered by extended coverage
insurance, Landlord agrees, to the extent
22
insurance proceeds actually paid and received allow, to forthwith repair the
same, and this lease shall remain in full force and effect, except that Tenant
shall be entitled to a proportionate reduction of the rent while such repairs
are being made, such proportionate reduction to be based upon the extent to
which the making of such repairs materially interferes with the business carried
on by Tenant in the premises. If, however, the damage is due in whole or in
substantial part to the fault or neglect of Tenant or its officers, agents,
employees, contractors (independent or otherwise), permittees, licensees,
guests, visitors or invitees, there shall be no abatement of rent.
18.02. In the event the premises or the Building are damaged in an amount
exceeding the insurance proceeds or by perils not covered by fire and extended
coverage insurance, Landlord shall forthwith repair the same, provided the
extent of the total destruction is no greater than the lesser of Seventy-Five
Thousand ($75,000) Dollars or ten percent (10%) of the then full replacement
cost of the premises (such lesser figure shall be referred to herein as
"Landlord's Repair Obligation Limit"). In the event the destruction is to an
extent greater than Landlord's Repair Obligation Limit, then Landlord shall
have the option (1) to repair or restore such damage, this lease continuing in
full force and effect, but the rent to be proportionately reduced to the same
extent and subject to the same conditions as hereinabove provided in Section
18.01 of this Article; or (2) give notice to Tenant at any time within sixty
(60) days after such damage terminating this lease as of the date specified in
such notice, which date shall be no less than thirty (30) and no more than sixty
(60) days after the giving of such notice. In the event of giving such notice,
this lease shall expire and all interest of the Tenant in the premises shall
terminate on the date so specified in such notice and the rent, proportionately
reduced to the same extent and subject to the same conditions as hereinabove
provided in Section 18.01 of this Article, shall be paid up to date of such
termination.
18.03. Notwithstanding anything to the contrary contained in this Article,
Landlord shall not have any obligation whatsoever to repair, reconstruct or
restore the premises when the damage resulting from any casualty covered under
this Article occurs during the last twelve (12) months of the term of this lease
or any extension thereof.
18.04. Landlord shall not be required to repair any injury or damage by
fire or other cause to, or to make repairs or replacement of any property
installed in the premises by or at the request or direction of Tenant, including
without limitation panels, decoration, office fixtures, railings, floor
covering, and partitions. Furthermore, in no event, and without regard to
whomsoever installed such property, shall Landlord be required to repair any
injury or damage, or to make any repairs or replacement of property installed in
the premises to the extent the aggregate cost of such repairs or replacements
totals an amount in excess of basic tenant improvements allowed to Tenant by
Landlord.
23
18.05. 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, Tenant's
personal property or any inconvenience or annoyance occasioned by such damage,
repair, reconstruction or restoration.
18.06. Tenant waives the provisions of Civil Code Section 1932(2) and Civil
Code Section 1933(4) with respect to the destruction of the premises, and the
building in which such premises are located.
ARTICLE 19
Eminent Domain
19.01. If the whole of the premises or so much thereof as to render the
balance unusable by Tenant shall be taken under power of eminent domain or
conveyed under threat of the exercise of such power, this lease shall
automatically terminate as of the date of such condemnation, or as of the date
possession is taken by the condemning authority, whichever is earlier. No award
for any partial or entire taking shall be apportioned, and Tenant hereby assigns
to Landlord any award which may be made in such taking or condemnation, together
with any and all rights of Tenant now or hereafter arising in or to the same or
any part thereof; provided, however, that nothing contained herein shall be
deemed to give Landlord any interest in or to require Tenant to assign to
Landlord any award made to Tenant for the taking of personal property and
fixtures belonging to Tenant and/or for the interruption of or damage to
Tenant's business and/or for Tenant's unamortized cost of leasehold
improvements.
19.02. In the event of a partial taking which does not result in a
termination of this lease, rent shall be abated in proportion to the part of the
premises unusable by Tenant. Tenant and Landlord each waives the provisions of
Code of Civil Procedure Section 1265.130 allowing either party to petition the
Superior Court to terminate this lease in the event of a partial taking of the
premises.
19.03. No temporary taking of the premises and/or of Tenant's rights
therein or under this lease lasting less than 180 consecutive days shall
terminate this lease or give Tenant any right to any abatement of rent
hereunder; any award made to Tenant by reason of any such temporary taking shall
belong entirely to Tenant and Landlord shall not be entitled to share therein.
24
ARTICLE 20
Option to Extend Term
20.01. Provided Tenant is not in default in any of the terms, conditions,
covenants, and provisions of this lease, either at the time of exercise or at
the time the renewal term otherwise would commence, it shall have two (2)
successive options to renew and extend the original twenty (20) year term of
this lease for periods of five (5) years each, upon all of the same terms and
conditions, except that there shall be no further options to extend the term and
except that the basic monthly rental for each such option period will be the
rate established pursuant to Sections 20.02 and 20.03 below. Tenant shall
exercise each such option to renew and extend the term of this lease by
notifying Landlord in writing of its decision to do so at least one (1) year
prior to the expiration of the original term of this lease or the then current
renewal term, as the case may be.
20.02. The basic monthly rent for the first year of each option period
shall be the fair market rental for the premises at the commencement date of
each option period. All additional rental and charges due under the terms of
this lease shall also be payable by Tenant. The fair market rental for the
premises for the first year of each option period shall be determined through
good faith negotiations between Landlord and Tenant. In determining such fair
market rental for the premises, no consideration shall be given to or placed
upon any improvements, additions or fixtures which Tenant has the right to
remove upon termination of this lease. In the event that Landlord and Tenant
shall not have successfully negotiated the basic annual rental for the first
year of each such option period within the first sixty (60) days after the date
upon which notice of election to exercise such option is required to be given,
then the fair market rental shall be determined by arbitration conducted in
the manner described in 20.04 below.
20.03. The basic monthly rental for the second through fifth years of any
option period shall be adjusted in the manner described in Article 5 of the
Additional Lease Provisions for the last 18 years of the initial lease term,
i.e., monthly rent for each twelve month period shall be increased to reflect
percentage increase in the Consumer Price Index, or 7%, whichever is lesser.
20.04. If arbitration is required to determine the basic annual rental,
such arbitration shall be conducted in the following manner:
(a) Within the first ninety (90) days after the date upon which notice
of election to exercise such option is required to be given, Landlord shall
appoint in writing an arbitrator, who must be a qualified MAI appraiser with at
least ten years experience and a member of the American Arbitration
Association, and
25
give written notice thereof to Tenant, and within ten (10) days after the
service of such notice, Tenant may in like manner appoint such an arbitrator and
give written notice thereof to Landlord, or in case of the failure of either
party hereto to so do, the other party shall have the right to apply to the
Superior Court of Los Angeles County, California, to appoint such an arbitrator
to represent the defaulting party. The two arbitrators thus appointed (in either
manner) shall select and appoint in writing a third such arbitrator and give
written notice thereof to Landlord and Tenant, or if within ten (10) days after
the appointment of said second arbitrator, the two arbitrators shall fail to
appoint a third, then either party hereto shall have the right to make
application to said Superior Court to appoint such third arbitrator.
(b) The three arbitrators so appointed (in either manner) shall
promptly fix a convenient time and place in the County of Los Angeles for
hearing the matter to be arbitrated and shall give written notice thereof to
each party hereto at least five (5) days prior to the date so fixed, and said
arbitrators shall with reasonable diligence hear and determine the matter in
accordance with the provisions hereof and of the statutes and judicial decisions
of the State of California at the time applicable thereto, and shall execute
and acknowledge their award thereon in writing and cause a copy thereof to be
delivered to each of the parties hereto.
(c) The award of a majority of said arbitrators (or, if a majority
cannot agree as to amount, then the average of the two awards nearest in amount)
shall determine the question arbitrated, and a judgment may be rendered by
said Superior Court confirming said award, or the same may be vacated, modified
or corrected by said court, at the instance of either of the parties hereto, in
accordance with the then existing statutes of the State of California applicable
to arbitrations, the provisions of which statutes shall apply hereto as fully as
though incorporated herein.
(d) Each of the parties hereto shall pay for the services of its
appointee and one half of the fee charged by the arbitrator selected by their
appointees and of all other proper costs of arbitration, with exception of
attorneys' fees and witnesses' fees.
(e) If the fair market rental of the premises has not been determined
by the commencement of an extended term, Tenant shall continue to pay the basic
monthly rent in effect immediately prior to the commencement of the extended
term until such fair market rental has been determined; the rent for such
elapsed period of time shall be adjusted retroactively to the commencement of
such extended term.
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ARTICLE 21
Defaults; Remedies
21.01. The occurrence of any one or more of the following events
shall constitute a default and breach of this lease by Tenant:
A. Failure to pay rent or any other required payment when due, if the
failure continues for five (5) days after notice has been given to Tenant;
provided, however, that any such notice shall be in lieu of, and not in
addition to, any notice required under Section 1161, et seq., of the
California Code of Civil Procedure;
B. Abandonment of the premises;
C. The failure by Tenant to observe or perform any other covenants,
conditions or provisions of this lease to be observed or performed by
Tenant where (except where a different period of time is specified in this
lease) such failure shall continue for a period of thirty (30) days after
written notice thereof from Landlord to Tenant; provided, however, that any
such notice shall be in lieu of, and not in addition to, any notice
required under Section 1161, et seq., of the California Code of Civil
Procedure. If the nature of Tenant's default is such that more than thirty
(30) days is reasonably required for its cure, then Tenant shall not be
deemed to be in default if Tenant commences such cure within said thirty
(30) day period and thereafter diligently prosecutes such cure to
completion;
D. The filing or occurrence of:
(1) a petition in bankruptcy by or against the Tenant, unless
cured or removed within sixty (60) days;
(2) a petition or answer by Tenant seeking a reorganization,
arrangement, composition, readjustment, liquidation, dissolution or
other relief of the same or different kind under any provision of the
Bankruptcy Act;
(3) adjudication of Tenant as a bankrupt or insolvent;
(4) an assignment of all or substantially all of Tenant's assets
for the benefit of creditors;
(5) a petition or other proceeding, except by Landlord, its
agents or affiliates, by or against Tenant, for, or the appointment
of, a trustee, receiver, or liquidator of Tenant with respect to all
or substantially all of its property; provided, however, that Tenant
shall
27
not be in default if Tenant cures or removes such a petition or
proceeding within sixty (60) days;
(6) a petition or other proceeding by or against Tenant for its
dissolution or liquidation, or the taking of possession of the
property of Tenant by any governmental authority in connection with
dissolution or liquidation, provided, however, that Tenant shall not
be in default if Tenant cures or removes such a petition or
proceeding within sixty (60) days;
(7) the taking or attachment by any person, except by Landlord or
its agents or affiliates, of the leasehold created hereby or any part
thereof upon execution, or other process of law or equity; or
(8) the general failure of Tenant to pay its debts as they become
due, as such phrase is construed in connection with 11 U.S.C. Section
303(h)(1).
E. Except during such periods as renovations or reconstruction is in
active progress, or as the premises are rendered unsafe or unusable,
failure to make use of the premises for more than forty-five (45) days in
any ninety (90) day period.
21.02. Notices given under Section 21.01 above shall specify the alleged
default and the applicable lease provisions, and shall demand that Tenant
perform the provisions of this lease or pay the rent that is in arrears, as the
case may be, within the applicable period of time, or quit the premises. No such
notice shall be deemed a forfeiture or a termination of this lease unless
Landlord specifically so elects in the notice.
21.03. Landlord shall have the following remedies without further notice to
Tenant if Tenant commits a default. These remedies are not exclusive; they are
cumulative and in addition to any remedies now or later allowed by law:
A. Landlord can continue this lease in full force and effect, and the
lease will continue in effect as long as Landlord does not terminate
Tenant's right to possession, and Landlord shall have the right to collect
rent when due. During the period Tenant is in default, Landlord can enter
the premises and relet them, or any part of them, to third parties for
Tenant's account. Tenant shall be liable immediately to Landlord for all
costs Landlord incurs in reletting the premises, including, without
limitation, brokers' commissions, expenses of remodeling the premises
required by the reletting, and like costs. Reletting can be for a period
shorter or longer than the remaining term of this lease. Tenant shall pay
to Landlord the rent due under this lease on the dates the rent is due,
less the rent Landlord receives from any reletting. No act by Landlord
allowed by this section shall terminate
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this lease unless Landlord notifies Tenant that Landlord elects to
terminate this lease.
B. Landlord can terminate Tenant's right to possession of the
premises at any time. No act by Landlord other than the giving of written
notice to Tenant shall terminate this lease. Acts of maintenance, efforts
to relet the premises, or the appointment of a receiver on Landlord's
initiative to protect Landlord's interest under this lease shall not
constitute a termination of Tenant's right to possession. On termination,
Landlord has the right to recover from Tenant:
(1) The worth, at the time of the award of the unpaid rent that
had been earned at the time of termination of this lease;
(2) The worth, at the time of the award of the amount by which
the unpaid rent that would have been earned after the date of
termination of this lease until the time of award exceeds the amount
of the loss of rent that Tenant proves could have been reasonably
avoided;
(3) The worth, at the time of the award of the amount by which
the unpaid rent for the balance of the term after the time of award
exceeds the amount of the loss of rent that Tenant proves could have
been reasonably avoided; and
(4) Any other amount, including court costs and attorneys' fees,
necessary to compensate Landlord for all detriment proximately caused
by Tenant's default.
"The worth, at the time of the award," as used in (1) and (2) of this paragraph
B is to be computed by allowing interest at that rate equal to the average
weighted discount rate applied by the Federal Reserve Bank of San Francisco
during the time period in question, plus 1%, or the maximum amount allowed by
law, whichever is less. "The worth, at the time of the award,"as referred to in
(3) of this paragraph B is to be computed by discounting the amount at the
discount rate applied by the Federal Reserve Bank of San Francisco at the time
of the award, plus 1%.
21.04. Landlord, at any time after Tenant commits a default, may, but is
under no obligation to, cure the default at Tenant's cost. If Landlord at any
time, by reason of Tenant's default, pays any sum or does any act that requires
the payment of any sum, the sum paid by Landlord shall be due immediately from
Tenant to Landlord at the same time the sum is paid and, if paid at a later
date, shall bear interest from the date the sum is paid by Landlord until
Landlord is reimbursed by Tenant at that rate equal to the weighted average
discount rate applied by the Federal Reserve Bank of San Francisco during the
relevant time period plus 1%, or the maximum amount allowed by law, whichever is
less.
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ARTICLE 22
Surrender of Premises; Removal of Property
22.01. The voluntary or other surrender of this lease by Tenant shall not
work a termination hereof, shall not work a merger, but shall at the option of
Landlord, operate as an assignment to it of any or all subleases or subtenancies
affecting the premises.
22.02. Upon the expiration of the term of this lease, or upon any earlier
termination of this lease, Tenant shall quit and surrender possession of the
premises to Landlord in as good order and condition as the same are now or
hereafter may be improved by Landlord or Tenant, reasonable wear and tear and
repairs which are Landlord's obligation excepted, and shall, without expense to
Landlord, remove or cause to be removed from the premises all debris and
rubbish, all furniture, equipment, business and trade fixtures, free-standing
cabinet work, movable partitioning and other articles of personal property owned
by Tenant or installed or placed by Tenant at its expense in the premises
(exclusive of any items described in Section 22.04 below) and all similar
articles of any other persons claiming under Tenant unless Landlord exercises
its option to have any subleases or subtenancies assigned to it, and Tenant
shall repair all damages to the premises resulting from such removal.
22.03. Whenever Landlord shall re-enter the premises as provided in Section
21.03 hereof, or as otherwise provided in this lease, any property of Tenant not
removed by Tenant upon the expiration of the term of this lease (or within
forty-eight (48) hours after a termination by reason of Tenant's default), as
provided in this lease, shall be considered abandoned and Landlord may remove
any or all of such items and dispose of the same in any manner or store the same
in a public warehouse or elsewhere for the account and at the expense and risk
of Tenant, and if Tenant shall fail to pay the cost of storing any such property
after it has been stored for a period of ninety (90) days or more, Landlord may
sell any or all of such property at public or private sale, in such manner and
at such times and places as Landlord, in its sole discretion, may deem proper,
without notice to or demand upon Tenant, for the payment of all or any part of
such charges or the removal of any such property, and shall apply the proceeds
of such sale first to the cost and expenses of such sale, including reasonable
attorneys' fees actually incurred; second, to the payment of the cost of or
charges for storing any such property; third, to the payment of any other sums
of money which may then or thereafter be due to Landlord from Tenant under any
of the terms hereof; and fourth, the balance, if any, to Tenant.
22.04. All fixtures, equipment, alterations, additions, improvements and/or
appurtenances attached to or built into the
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premises prior to or during the term, whether by Landlord at its expense or at
the expense of Tenant or both, shall be and remain part of the premises and
shall not be removed by Tenant at the end of the term unless otherwise expressly
provided for in this lease or unless such removal is required by Landlord
pursuant to the provisions of Article 10 above. Such fixtures, equipment,
alterations, additions, improvements and/or appurtenances shall include but not
be limited to all floor coverings, drapes, paneling, molding, doors, vaults
(exclusive of vault doors), plumbing systems, electrical systems, lighting
systems, silencing equipment, security systems, communication systems, all
fixtures and outlets for the systems mentioned above and for all telephone (but
excluding telephone instruments, central processing units, and other telephone
system components which may be removed without structural damage to the
premises), radio, telegraph and television purposes, and any special flooring or
ceiling installations.
22.05. Tenant shall, at least ninety (90) days before the last day of the
term hereof, give to Landlord a written notice of intention to surrender the
premises on that date, but nothing contained herein shall be construed as an
extension of the term hereof or as consent of Landlord to any holding over by
Tenant.
ARTICLE 23
Waiver of Damages for Re-entry
23.01. Tenant hereby waives all claims for damages that may be caused by
Landlord's re-entering and taking possession of the premises or removing and
storing the property of Tenant as herein provided, and Tenant shall save
Landlord harmless thereby, and no such re-entry shall be considered or construed
to be a forcible entry.
ARTICLE 24
Costs of Suit
24.01. In the event suit is brought to enforce or interpret any part of
this lease, the prevailing party shall be entitled to recover as an element of
his costs of suit, and not as damages, a reasonable attorneys' fee to be fixed
by the court. The "prevailing party" shall be the party who is entitled to
recover his costs of suit, whether or not the suit proceeds to final judgment. A
party not entitled to recover his costs shall not recover attorneys' fees. No
sum for attorneys' fees shall be counted in calculating the amount of a judgment
for purposes of determining whether a party is entitled to recover his costs or
attorneys' fees.
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24.02. Should Landlord, without fault on Landlord's part, be made party to
any litigation instituted by Tenant or by any third party against Tenant, or for
the foreclosure of any lien for labor or material furnished to or for Tenant or
any such other person or otherwise arising out of or resulting from any act or
transaction of Tenant or of any such other person, Tenant covenants to save and
hold Landlord harmless from any judgment rendered against Landlord or the
premises or any part thereof, and all costs and expenses, including reasonable
attorneys' fees, incurred by Landlord in or in connection with such litigation.
ARTICLE 25
Waiver
25.01. The waiver by Landlord or Tenant of any breach of any term, covenant
or condition herein contained shall not be deemed to be a waiver of such term,
covenant or condition as to any subsequent breach of the same or any other term,
covenant or condition herein contained. 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, other than the
failure of Tenant to pay the particular rental so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of acceptance of such
rent. No waiver of any term, covenant or condition herein contained, or of any
breach thereof, shall be effective unless contained in a writing referencing
this lease agreement and the term, covenant, condition or breach to be waived,
and signed by the party to be bound or its authorized representative.
ARTICLE 26
Holding Over
26.01. If Tenant holds over after the term hereof, with or without the
express or implied consent of Landlord, such tenancy shall be from month to
month only, and not a renewal hereof or any extension for any further term, and
in such case rent shall be payable in the amount and at the time specified in
Articles 2, 4 and 5 hereof, and such month-to-month tenancy shall be subject to
every other term, covenant and agreement contained herein.
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Nothing contained in this Article shall be construed as consent by Landlord to
any holding over by Tenant and Landlord expressly reserves the right to require
Tenant to surrender possession of the premises to Landlord as provided in
Article 22, above, forthwith upon the expiration of the term of this lease or
other termination of this lease.
ARTICLE 27
Subordination; Estoppel
27.01. On Landlord's demand, Tenant shall subordinate its rights hereunder
to the lien of any mortgages, deed(s) of trust, ground lease(s) or any other
method of financing or refinancing now or hereafter placed against all or any
part of the facility including all advances made or to be made thereunder, and
all renewals, replacements, consolidations and extensions thereof, if Landlord
first obtains from any prospective lender a written agreement that provides
substantially the following:
"As long as Tenant performs its obligations under this lease, no
foreclosure of, deed given in lieu of foreclosure of, or sale under, the
encumbrance, and no steps or procedures taken under the encumbrance, shall
affect Tenant's rights under this lease. The provisions of this lease
concerning the disposition of insurance proceeds on destruction of the
premises, and the provisions concerning the disposition of any condemnation
award, shall prevail over any conflicting provisions in the encumbrance."
27.02. Tenant shall attorn to any purchaser at any foreclosure sale, or to
any grantee or transferee designated in any deed given in lieu of foreclosure.
Tenant shall execute upon demand any and all documents required by lender(s) to
accomplish the purpose of this section.
ARTICLE 28
Rules and Regulations
28.01. The Rules and Regulations attached hereto as Exhibit B are, by this
reference, hereby incorporated herein and made a part hereof. Tenant agrees to
abide by and comply with said Rules and Regulations and any reasonable and
non-discriminatory amendments, modifications and/or additions thereto as may
hereafter be adopted and published by written notice to tenants by Landlord for
the
33
safety, care, security, good order, and/or cleanliness of the premises and/or
the building. Landlord shall not be liable to Tenant for any violation of such
rules and regulations by any other tenant.
ARTICLE 29
Miscellaneous
29.01. Time is of the essence of each provision of this lease.
29.02. If either party is a corporation, that party shall deliver to the
other party on execution of this lease a certified copy of a resolution of its
board of directors authorizing the execution of this lease and naming the
officers that are authorized to execute this lease on behalf of the corporation.
29.03. This lease shall be binding on and inure to the benefit of the
parties and their successors, except as provided in Article 16.
29.04. Each party represents that it has not had dealings with any real
estate broker, finder, or other person, with respect to this lease in any
manner. Each party shall hold harmless the other party from all damages
resulting from any claims that may be asserted against the other party by any
broker, finder, or other person, with whom the other party has or purportedly
has dealt.
29.05. All exhibits referred to are attached to this lease and incorporated
by reference.
29.06. All provisions, whether covenants or conditions, on the part of
Tenant shall be deemed to be both covenants and conditions.
29.07. Except for other collateral documents executed concurrently
herewith, this lease contains all the agreements of the parties and cannot be
amended or modified except by a written agreement.
29.08. The captions of this lease shall have no effect on its
interpretation.
29.09. When required by the context of this lease, the singular
shall include the plural.
29.10. The unenforceability, invalidity, or illegality of any
provision shall not render the other provisions unenforceable, invalid,
or illegal.
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29.11. This Lease Agreement shall be governed in all respects by the
internal law (and not the laws pertaining to conflict of law) of the State of
California. The sole forum for adjudicating disputes hereunder shall be the
Municipal or Superior Court for the County of Los Angeles, State of California
or the Federal District Court for the Central District of California. The
parties hereto consent to the jurisdiction of such courts to any disputes
hereunder.
29.12. Rent and all other sums payable under this lease agreement must be
paid in lawful money of the United States of America.
ARTICLE 30
Tenant's Improvements
30.01. Tenant has arranged for and, as of the date of execution of this
lease, has completed its tenant improvements for the premises. Landlord is
indebted to Tenant in the sum of $_______ representing that portion of tenant
improvement allowance not previously reimbursed to Tenant. Tenant is hereby
credited in said sum against next-accruing rent installments hereunder.
ARTICLE 31
Rent Not Paid When Due; Late Charge
31.01. Except as provided in Section 21.03B, rent not paid when due shall
bear interest at that rate equal to the weighted average discount rate applied
by the Federal Reserve Bank of San Francisco during the period rent is overdue
and not paid, plus 1%, or the maximum rate allowed by law, whichever is less;
provided, however, that this provision shall not be deemed to constitute any
consent by Landlord to or waiver of Tenant's obligation to pay rent immediately
when due or of Tenant's default with respect to the overdue amount, or to
prevent Landlord from exercising any right or remedy available to Landlord
hereunder or under applicable law.
31.02. Tenant acknowledges that late payment by Tenant to Landlord of rent
will cause Landlord to incur costs not contemplated by this lease, the exact
amount of such costs being extremely difficult and impractical to fix. Such
costs include, without limitation, processing and accounting charges, and late
charges that may be imposed on Landlord by the terms of any encumbrance and note
secured by any encumbrance covering the premises or the real property of which
the premises are a part. Therefore, if any
35
installment of rent due from Tenant is not received by Landlord when due, Tenant
shall pay to Landlord an additional sum of ten percent (10%) of the overdue rent
as a late charge. The parties agree that this late charge represents a fair and
reasonable estimate of the costs that Landlord will incur by reason of late
payment by Tenant. Acceptance of any late charge shall not constitute a waiver
of Tenant's default with respect to the overdue amount, nor prevent Landlord
from exercising any of the other rights and remedies available to Landlord.
Notwithstanding any provision of this lease to the contrary, each payment
received by landlord within five (5) days of its due date shall be deemed to be
paid when due.
ARTICLE 32
Notices
32.01. All notices which Landlord or Tenant may require or may desire to
serve on the other may be served, as an alternative to personal service, by
mailing the same by registered or certified mail, return receipt requested,
postage prepaid, addressed as set forth in Item 8 of the Basic Lease Provisions,
or, from and after commencement date, to the Tenant at the premises whether or
not of any covenant, agreement or condition contained in this lease and, if so,
specifying each such default of which the signer may have knowledge, it being
intended that any such statement delivered pursuant to this Section may be
relied upon by any prospective purchaser of the fee of the building or any
mortgagee thereof or any assignee of any mortgage upon the fee of the building.
ARTICLE 34
Estoppel Certificates
34.01. Tenant agrees at any time and from time to time upon not less than
twenty (20) days prior notice by Landlord to execute, acknowledge and deliver to
Landlord a statement in writing certifying that this lease is unmodified and in
full force and effect (or if there have been modifications, that the same is in
full force and effect as modified and stating the modifications), and the dates
to which the basic rent, additional rent and other charges have been paid in
advance, if any, and stating whether or not to the best knowledge of the signer
of such certificate, Landlord is in default in performance to the premises
used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other
utilities, sinks or other building facilities, and the use thereof, as well as
access thereto through the premises for the purposes of operation, maintenance,
decoration and repair, are reserved to Landlord.
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34.02. Landlord agrees at any time and from time to time upon not less than
twenty (20) days prior notice by Tenant to execute, acknowledge and deliver to
Tenant a statement in writing certifying that this lease is unmodified and in
full force and effect (or if there shall have been modifications, that the same
is in full force and effect as modified and stating the modifications) and the
dates to which the basic rent, additional rent and other charges have been paid
in advance, if any, and stating whether or not to the best knowledge of the
signer of such certificate Tenant is in default in the performance of any
covenant, agreement or condition contained in this lease and, if so, specifying
each such default of which the signer may have knowledge, it being intended that
any such statement delivered pursuant to this Section may be relied upon by any
prospective assignee of the Tenant's interest in this lease.
ARTICLE 35
Access; Changes in Building Facilities, Name
35.01. All except the inside surfaces of all walls, windows and doors
bounding the premises (including exterior building walls, core corridor walls
and doors and any core corridor entrance), and any space in or adjacent Tenant
has departed from, abandoned or vacated the premises, or addressed to such other
address or addresses as either Landlord or Tenant may from time to time desig-
nate to the other in writing.
35.02. Tenant shall permit Landlord to install, use and maintain pipes,
ducts and conduits within the demising walls bearing columns and ceilings of the
premises.
35.03. Landlord reserves the right, at any time before or after completion
of the Building, without incurring any liability to Tenant therefor, to make
such changes in or to the building and the fixtures and equipment thereof, as
well as in or to the street entrances, halls, passages, concourse, elevators,
escalators, stairways and other improvements thereof, as it may deem necessary
or desirable.
ARTICLE 36
Building Directory
36.01. Landlord at its cost shall place, construct, and maintain a
directory or bulletin board, which shall be located in the lobby of the building
in which the premises are located, exclusively for the display of the names of
tenants in the building and their respective suite numbers. Tenant shall be
entitled to display its trade name and the individual names of its authorized
37
representatives in the directory or bulletin board without additional cost to
Tenant.
36.02. If requested, Landlord shall paint, attach, or affix Tenant's trade
name and the individual names of its authorized representatives to or near the
door that is the principal entry to the premises, the cost of the sign and its
installation to be paid by Tenant.
36.03. Landlord has the sole right to determine the type of directory,
bulletin board, and sign, and the content of each (including, without
limitation, size of letters, style, color, and whether affixed or painted).
36.04. The Landlord shall have the right to use the exterior walls, grounds
and roof of the building for such signs as it may determine.
ARTICLE 38
Agreement Not To Discriminate
38.01. Tenant hereby covenants and agrees by and for Tenant and its heirs,
executors, administrators and assigns, and all persons claiming under or through
Tenant, and this Lease is made and accepted upon and subject to the condition
that there shall be no discrimination against or segregation of any person or
group of persons, on account of race, color, creed, religion, sex, marital
status, age, handicaps, national origin or ancestry, in the subleasing,
transferring, use, occupancy, tenure or enjoyment of the Building nor shall the
Tenant, or any person claiming under or through Tenant, establish or permit any
such practice or practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of sublessees, subtenants or
vendees in the Building.
38
EXHIBIT A
DRAWINGS OF PREMISES
39
EXHIBIT B
RULES AND REGULATIONS
1. No sign, placard, picture, advertisement, name or notice shall be
inscribed, displayed or printed or affixed on or to any part of the outside
or inside of the building without the written consent of Landlord first had
and obtained and Landlord shall have the right to remove any such sign,
placard, picture, advertisement, name or notice without notice to and at
the expense of Tenant.
All approved signs or lettering on or near entry doors shall be printed,
painted, affixed or inscribed at the expense of Tenant by a person approved
of by Landlord.
Tenant shall not place anything or allow anything to be placed near the
glass of any window, door, partition or wall which may appear unsightly
from outside the premises; provided, however, that Landlord may furnish and
install a building standard window covering at all exterior windows. Tenant
shall not without prior written consent of Landlord cause or otherwise
sunscreen any window.
2. The sidewalks, halls, passages, exits, entrances, elevators and stairways
shall not be obstructed by any of the tenants or used by them for any
purpose other than for ingress and egress from their respective premises.
3. Tenant shall not alter any lock or install any new or additional locks or
any bolts on any doors or windows of the premises.
4. The toilet rooms, urinals, wash bowls and other apparatus shall not be used
for any purpose other than that for which they were constructed and no
foreign substance of any kind whatsoever shall be thrown therein and the
expense of any breakage, stoppage or damage resulting from the violation of
this rule shall be borne by the tenant who, or whose employees or invitees
shall have caused it.
5. Tenant shall not overload the floor of the premises or in any way deface
the premises or any part thereof.
6. No furniture, freight or equipment of any kind shall be brought into or
removed from the building without prior notice to Landlord and all moving
of the same into or out of the building shall be done at such time and in
such manner as Landlord shall designate. Landlord shall have the right to
prescribe the weight, size and position of all safes and
40
other heavy equipment brought into the building and also the times and
manner of moving the same in and out of the building. Safes or other heavy
objects shall, if considered necessary by Landlord, stand on supports of
such thickness as is necessary to properly distribute the weight. Landlord
will not be responsible for loss or damage to any such safe or property
from any cause and all damage done to the building by moving or maintaining
any such safe or other property shall be repaired at the expense of Tenant.
7. Tenant shall not use, keep or permit to be used or kept any foul or noxious
gas or substance in the premises, or permit or suffer the premises to be
occupied or used in a manner offensive or objectionable to the Landlord or
other occupants of the building by reason of noise, odors and/or
vibrations, or interfere in any way with other tenants or those having
business therein, nor shall any animals or birds be brought in or kept in
or about the premises or the building.
8. No cooking shall be done or permitted by any Tenant on the premises, nor
shall the premises be used for the storage of merchandise, for washing
clothes, for lodging, or for any improper, objectionable or immoral
purposes.
9. Tenant shall not use or keep in the premises or the building any kerosene,
gasoline or inflammable or combustible fluid or material or use any method
of heating or air conditioning other than that supplied by Landlord.
10. Landlord will direct electricians as to where and how telephone and
telegraph wires are to be introduced. No boring or cutting for wires will
be allowed without the consent of Landlord. The locations of telephones,
call boxes and other office equipment affixed to the premises shall be
subject to the approval of Landlord.
11. On Saturdays, Sundays and legal holidays, and on other days between the
hours of 6:00 p.m. and 8:00 a.m. the following day, access to the building,
or to the halls, corridors, elevators or stairways in the building, or to
the premises may be refused unless the person seeking access is known to
the person or employee of the building in charge and has a pass or is
properly identified. The Landlord shall in no case be liable for damages
for any error with regard to the admission to or exclusion from the
building of any person. In case of invasion, mob, riot, public excitement,
or other commotion, the Landlord reserves the right to prevent access to
the building during the continuance of the same by closing of the doors or
otherwise, for the safety of the tenants and protection of property in the
building and the premises.
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12. Landlord reserves the right to exclude or expel from the building any
person who, in the judgment of the Landlord, is intoxicated or under the
influence of liquor or drugs, or who shall in any manner do any act in
violation of any of the rules and regulations of the building.
13. No vending machine or machines of any description shall be installed,
maintained or operated upon the premises without the written consent of the
Landlord.
14. Landlord shall have the right, exercisable without notice and without
liability to Tenant, to change the name and street address of the building
of which the premises are a part.
15. Tenant shall not disturb, solicit, or canvass any occupant of the building
and shall cooperate to prevent same.
16. Without the written consent of Landlord, Tenant shall not use the name of
the building in connection with or in promoting or advertising the business
of Tenant except as Tenant's address.
17. Landlord shall have the right to control and operate the public portions of
the building, and the public facilities, and heating and air conditioning,
as well as facilities furnished for the common use of the tenants, in such
manner as it deems best for the benefit of the tenants generally.
18. All entrance doors in the premises shall be left locked when the premises
are not in use, and all doors opening to public corridors shall be kept
closed except for normal ingress and egress from the premises.