Exhibit 10.1
AIR COMMERCIAL REAL ESTATE
ASSOCIATION
STANDARD SUBLEASE
MULTI-TENANT
1
. Basic Provisions (“Basic Provisions”).
1.1
Parties:
This Sublease
(“Sublease”)
, dated for reference purposes only August 10, 2005, is made by and between Beach
Galleria, LLC, a California limited liability company
(“Sublessor”)
and Nara Bank
(“Sublessee”)
, (collectively the
“Parties”
, or individually a
“Party”
).
1.2 (a)
Premises
:
That certain portion of the
Project (as defined below), known as Beach Galleria, 5307 Beach Blvd., Suite 100, Buena Park, CA ,90621, consisting of approximately 3,265 square feet
(“Premises”)
. The Premises are located at: 5307 Beach Blvd., Suite 100, in the
City of Buena Park. County of Orange, State of CA, with zip code 90621. In addition to Lessee’s rights to use and occupy the Premises as hereinafter specified, Lessee shall have nonexclusive rights to the Common Areas (as defined below) as
hereinafter specified, but shall not have any rights to the roof, the exterior walls, or the utility raceways of the building containing the Premises
(“Building”)
or to any other buildings in the Project. The Premises, the Building,
the Common Areas, the land upon which they are located, along with all other buildings and improvements thereon, are herein collectively referred to as the
“Project
.
”
1.2(b)
Parking:
Right to use Lessee’s share of
Sublessor’s unreserved Project parking spaces on a nonexclusive basis. unreserved and reserved vehicle parking spaces.
1.3
Term:
5 years and 0 months commencing the later of August 17, 2005 or the date of the Landlord’s consent to this Sublease
(“Commencement Date”)
and ending midnight of the day immediately preceding the 5th anniversary of the Commencement Date.
(“Expiration Date”)
.
1.4
Early Possession:
(“Early
Possession Date”)
.
1.5
Base
Rent:
$
14,039.50 per month
(“Base Rent)
, payable on the first (1st) day of each month commencing three (3) months from the Commencement Date
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If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted.
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1.6
Lessee’s Share of Operating Expenses:
fourteen and 9/10ths percent (14.9%)
(“Lessee’s
Share”)
.
1.7
Base Rent and Other Monies
Paid Upon Execution:
(a)
Base Rent:
$
. *See
Paragraph 16 attached hereto
(b)
Security Deposit:
$
. *See Paragraph 16 attached hereto
(“Security Deposit”)
.
(c)
Other:
$
N/A for N/A
(d)
Total Due Upon Execution of this Lease:
$
84,237.00 (See Paragraph 16 attached hereto)
1.8
Agreed Use:
Retail Banking
1.9
Real Estate Brokers:
(a)
Representation:
The following real estate brokers (the “Brokers”) and brokerage relationships exist in this transaction (check
applicable boxes):
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N/A represents Sublessor exclusively
(“Lessor’s Broker”);
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N/A represents Sublessee exclusively
(“Lessee’s Broker”);
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or
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N/A represents both Sublessor and Sublessee
(“Dual Agency”).
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(b)
Payment to Brokers:
Upon execution and delivery of this Sublease by both Parties, Sublessor shall pay to the Brokers the brokerage fee
agreed to in a separate written agreement (or if there is no such agreement, the sum of N/A% or N/A% of the total Base Rent for the brokerage services rendered by the Brokers).
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FORM SBMT-0-4/01E
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1.11
Attachments.
Attached hereto are the following, all of which constitute a
part of this Sublease:
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an Addendum consisting of Paragraph 14 through 16 ;
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a plot plan depicting the Premises and/or Project;
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a current set of the Rules and Regulations;
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a copy of the Master Lease;
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2.
Premises.
2.1
Letting.
Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor, the Premises, for the term, at the rental, and
upon all of the terms, covenants and conditions set forth in this Sublease. Unless otherwise provided herein, any statement of size set forth in this Sublease, or that may have been used in calculating Rent, is an approximation which the Parties
agree is reasonable and any payments based thereon are not subject to revision whether or not the actual size is more or less.
Note: Sublessee is advised to verify the actual size prior to executing this Sublease
.
2.2
Condition
.
Sublessor shall deliver the Premises to
Sublessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs
(“Start Date”)
, and warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating,
ventilating and air conditioning systems
(“HVAC”)
, and any items which the Lessor is obligated to construct pursuant to the Work Letter attached hereto, if any, other than those constructed by Lessee, shall be in good operating
condition on said date. If a noncompliance with such warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period. Sublessor shall, as Sublessor’s sole obligation
with respect to such matter, except as otherwise provided in this Sublease, promptly after receipt of written notice from Sublessee setting forth with specificity the nature and extent of such noncompliance, malfunction or failure, rectify same at
Sublessor’s expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements. If Sublessee does not give Sublessor the required notice within the
appropriate warranty period, correction of any such noncompliance, malfunction or failure shall be the obligation of Sublessee at Sublessee’s sole cost and expense
2.3
Compliance
.
Sublessor warrants that any improvements, alterations or utility installations made or
installed by or on behalf of Sublessor to or on the Premises comply with all applicable covenants or restrictions of record and applicable building codes, regulations and ordinances
(“Applicable Requirements”)
in effect on the date
that they were made or installed. Sublessor makes no warranty as to the use to which Sublessee will put the Premises or to modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Sublessee’s
use.
NOTE: Sublessee is responsible for determining whether or not the zoning and other Applicable Requirements are appropriate for Sublessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed
. If
the Premises do not comply with said warranty, Sublessor shall, except as otherwise provided, promptly after receipt of written notice from Sublessee setting forth with specificity the nature and extent of such noncompliance, rectify the same.
2.4
Acknowledgements
.
Sublessee
acknowledges that: (a) it has been advised by Sublessor and/or Brokers to satisfy itself with respect to the condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental
aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Sublessee’s intended use, (b) Sublessee has made such investigation as it deems necessary with reference to such
matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, and (c) neither Sublessor, Sublessor’s agents, nor Brokers have made any oral or written representations or warranties with respect to
said matters other than as set forth in this Sublease. In addition, Sublessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Sublessee’s ability to honor the Sublease or suitability to occupy
the Premises, and (ii) it is Sublessor’s sole responsibility to investigate the financial capability and/or suitability of all proposed tenants.
2.5
Americans with Disabilities Act
.
In the event that as a result of Sublessee’s use, or intended use, of the Premises the
Americans with Disabilities Act or any similar law requires modifications or the construction or installation of improvements in or to the Premises, Building, Project and/or Common Areas, the Parties agree that such modifications, construction or
improvements shall be made at:
¨
Sublessor’s expense
þ
Sublessee’s expense.
2.6
Vehicle Parking
.
Sublessee shall be entitled to use
the number of Unreserved Parking Spaces and Reserved Parking Spaces specified in Paragraph 1.2(b) on those portions of the Common Areas designated from time to time for parking. Sublessee shall not use more parking spaces than said number. Said
parking spaces shall be used for parking by vehicles no larger than fullsize passenger automobiles or pickup trucks, herein called
“Permitted Size Vehicles.”
Sublessor may regulate the loading and unloading of vehicles by adopting
Rules and Regulations as provided in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area without the prior written permission of Sublessor.
(a) Sublessee shall not permit or allow any vehicles that belong to or are controlled by Sublessee or Sublessee’s
employees, suppliers, shippers, customers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Sublessor for such activities.
(b) Sublessee shall not service or store any vehicles in the Common Areas.
(c) If Sublessee permits or allows any of the prohibited activities described
in this Paragraph 2.6, then Sublessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Sublessee, which cost shall be immediately
payable upon demand by Sublessor.
2.7
Common Areas -
Definition
.
The term
“Common Areas”
is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and interior utility raceways and installations within the Premises that
are provided and designated by the Sublessor from time to time for the general nonexclusive use of Sublessor, Sublessee and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees,
including parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas.
2.8
Common Areas - Sublessee’s Rights
.
Sublessor grants to Sublessee, for the benefit of Sublessee and its employees, suppliers,
shippers, contractors, customers and invitees, during the term of this Sublease, the nonexclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and
privileges reserved by Sublessor under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to
include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written consent of Sublessor or Sublessor’s designated agent, which consent may be revoked at any
time. In the event that any unauthorized storage shall occur then Sublessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Sublessee, which cost
shall be immediately payable upon demand by Sublessor.
2.9
Common Areas - Rules and Regulations
.
Sublessor or such other person(s) as Sublessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to
establish, modify, amend and enforce reasonable rules and regulations
(“Rules and Regulation”)
for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good
order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees. Sublessee agrees to abide by and conform to all such Rules and Regulations, and to cause its employees, suppliers, shippers,
customers, contractors and invitees to so abide and conform. Sublessor shall not be responsible to Sublessee for the noncompliance with said Rules and Regulations by other tenants of the Project.
2.10
Common Areas - Changes.
Sublessor shall have the right, in
Sublessor’s sole discretion, from time to time:
(a) To
make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of
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driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress/regress, direction of traffic,
landscaped areas, walkways and utility raceways;
(b) To close
temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available;
(c) To add additional buildings and improvements to the Common Areas;
(d) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any
portion thereof; and
(e) To do and perform such other acts and
make such other changes in, to or with respect to the Common Areas and Project as Sublessor may, in the exercise of sound business judgment, deem to be appropriate.
3.
Possession.
3.1
Early Possession.
If Sublessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base
Rent shall be abated for the period of such early possession. All other terms of this Sublease (including but not limited to the obligations to pay Sublessee’s Share of Common Area Operating Expenses, Real Property Taxes and insurance premiums
and to maintain the Premises) shall, however, be in effect during such period. Any such early possession shall not affect the Expiration Date.
3.2
Delay In Commencement.
Sublessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises by the
Commencement Date. If, despite said efforts, Sublessor is unable to deliver possession as agreed, the rights and obligations of Sublessor and Sublessee shall be as set forth in Paragraph 3.3 of the Master Lease (as modified by Paragraph 7.3 of this
Sublease).
3.4
Sublessee Compliance.
Sublessor
shall not be required to tender possession of the Premises to Sublessee until Sublessee complies with its obligation to provide evidence of insurance. Pending delivery of such evidence, Sublessee shall be required to perform all of its obligations
under this Sublease from and after the Start Date, including the payment of Rent, notwithstanding Sublessor’s election to withhold possession pending receipt of such evidence of insurance. Further, if Sublessee is required to perform any other
conditions prior to or concurrent with the Start Date, the Start Date shall occur but Sublessor may elect to withhold possession until such conditions are satisfied.
4.
Rent and Other Charges.
4.1
Rent Defined.
All monetary obligations of Sublessee to Sublessor under the terms of this Sublease (except for the Security Deposit) are
deemed to be rent (
“Rent”
). Rent shall be payable in lawful money of the United States to Sublessor at the address stated herein or to such other persons or at such other places as Sublessor may designate in writing.
4.2
Common Area Operating Expenses.
Sublessee shall pay to
during the term hereof, in addition to the Base Rent, Sublessee’s Share of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term of this Sublease, in accordance with the following provisions:
(a)
“Common Area Operating Expenses”
are
defined, for purposes of this Sublease, as all costs incurred by Sublessor relating to the operation of the Project, including, but not limited to, the following:
(i) The operation, repair and maintenance, in neat, clean, good order and condition, but not the replacement (see
subparagraph (e)), of the following:
(aa) The Common Areas
and Common Area improvements, including parking areas, loading and unloading areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas, bumpers, irrigation systems, Common Area lighting facilities, fences and gates, elevators,
roofs, and roof drainage systems.
(bb) Exterior signs and any
tenant directories.
(cc) Any fire sprinkler systems.
(ii) The cost of water, gas, electricity and telephone to
service the Common Areas and any utilities not separately metered.
(iii) Trash disposal, pest control services, property management, security services, and the costs of any environmental inspections.
(iv) Reserves set aside for maintenance and repair of Common Areas.
(v) Real Property Taxes.
(vi) Insurance premiums.
(vii) Any deductible portion of an insured loss concerning the Building or the Common Areas.
(b) The inclusion of the improvements, facilities and services set-forth in
Subparagraph 4.2(a) shall not be deemed to impose an obligation upon Sublessor to either have said improvements or facilities or to provide those services unless Sublessor already provides the services, or Sublessor has agreed elsewhere in this
Sublease to provide the same or some of them.
(c)
Sublessee’s Share of Common Area Operating Expenses shall be payable by Sublessee within 10 days after a reasonably detailed statement of actual expenses is presented to Sublessee. At Sublessor’s option, however, an amount may be estimated
by Sublessor from time to time of Sublessee’s Share of annual Common Area Operating Expenses and the same shall be payable monthly or quarterly, as Sublessor shall designate, during each 12 month period of the Sublease term, on the same day as
the Base Rent is due hereunder. Sublessor shall deliver to Sublessee within 60 days after the expiration of each calendar year a reasonably detailed statement showing Sublessee’s Share of the actual Common Area Operating Expenses incurred
during the preceding year. If Sublessee’s payments under this Paragraph 4.2(c) during the preceding year exceed Sublessee’s Share as indicated on such statement, Sublessor shall credit the amount of such overpayment against
Sublessee’s Share of Common Area Operating Expenses next becoming due. If Sublessee’s payments under this Paragraph 4.2(c) during the preceding year were less than Sublessee’s Share as indicated on such statement. Sublessee shall pay
to Sublessor the amount of the deficiency within 10 days after delivery by Sublessor to Sublessee of the statement.
4.3
Utilities.
Sublessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services
supplied to the Premises, together with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2, if at any time in Sublessor’s sole judgment, Sublessor determines that Sublessee is using a disproportionate amount of water,
electricity or other commonly metered utilities, or that Sublessee is generating such a large volume of trash as to require an increase in the size of the dumpster and/or an increase in the number of times per month that the dumpster is emptied,
then Sublessor may increase Sublessee’s Base Rent by an amount equal to such increased costs.
5.
Security Deposit.
The rights and obligations of Sublessor and Sublessee as to said Security Deposit shall be as set forth in Paragraph 5 of the Master Lease (as modified by Paragraph 7.3 of this
Sublease)
6.
Agreed Use.
The Premises shall be used and occupied
only for Retail Banking and for no other purpose.
During the term of this Sublease, Sublessor shall not enter into a direct sublease transaction
7.
Master Lease.
for the sublease of space in the Project for
use as a retail bank.
7.1 Sublessor is the lessee of the
Premises by virtue of a lease, hereinafter the “
Master Lease
”, wherein GORDAN SQUARE, LP. is the lessor, hereinafter the “
Master Lessor
”.
7.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease.
7.3 The terms, conditions and respective obligations of Sublessor and
Sublessee to each other under this Sublease shall be the terms
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and conditions of the Master Lease except for those provisions of the Master Lease which are directly contradicted by
this Sublease in
which event the terms of this Sublease document shall control over the Master Lease. Therefore, for the purposes of this Sublease,
wherever in the Master Lease the word “Lessor” is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the Sublessee herein.
7.4 During the term of this Sublease and for all periods subsequent for
obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the
Master Lease except for the following paragraphs which are excluded therefrom:
1.5, 1.6, 1.7
7.5 The obligations that Sublessee has assumed under paragraph 7.4 hereof are hereinafter referred to as the
“Sublessee’s Assumed
Obligations”
.
The obligations that sublessee has not assumed under paragraph 7.4 hereof are hereinafter referred to as the
“Sublessor’s Remaining Obligations”
.
7.6 Sublessee shall hold Sublessor free and harmless from all liability,
judgments, costs, damages, claims or demands, including reasonable attorneys fees, arising out of Sublessee’s failure to comply with or perform Sublessee’s Assumed Obligations.
7.7 Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject, however, to any earlier
termination of the Master Lease without the fault of the Sublessor, and to comply with or perform Sublessor’s Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising
out of Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations.
7.8 Sublessor represents to Sublessee that the Master Lease is in full force and effect and that no default exists on the part of any Party to the Master
Lease.
8.
Assignment of Sublease and Default.
8.1 Sublessor hereby assigns and transfers to Master Lessor the
Sublessor’s interest in this Sublease, subject however to the provisions of Paragraph 8.2 hereof.
8.2 Master Lessor, by executing this document, agrees that until a Default shall occur in the performance of Sublessor’s Obligations under the Master
Lease, that Sublessor may receive, collect and enjoy the Rent accruing under this Sublease. However, if Sublessor shall Default in the performance of its obligations to Master Lessor then Master Lessor may, at its option, receive and collect,
directly from Sublessee, all Rent owing and to be owed under this Sublease. Master Lessor shall not, by reason of this assignment of the Sublease nor by reason of the collection of the Rent from the Sublessee, be deemed liable to Sublessee for any
failure of the Sublessor to perform and comply with Sublessor’s Remaining Obligations.
8.3 Sublessor hereby irrevocably authorizes and directs Sublessee upon receipt of any written notice from the Master Lessor stating that a Default exists in the performance of Sublessor’s obligations under the
Master Lease, to pay to Master Lessor the Rent due and to become due under the Sublease. Sublessor agrees that Sublessee shall have the right to rely upon any such statement and request from Master Lessor, and that Sublessee shall pay such Rent to
Master Lessor without any obligation or right to inquire as to whether such Default exists and notwithstanding any notice from or claim from Sublessor to the contrary and Sublessor shall have no right or claim against Sublessee for any such Rent so
paid by Sublessee.
8.4 No changes or modifications shall be
made to this Sublease without the consent of Master Lessor.
9.
Consent of Master Lessor.
9.1 In the event that the
Master Lease requires that Sublessor obtain the consent of Master Lessor to any subletting by Sublessor then, this Sublease shall not be effective unless, within 10 days of the date hereof, Master Lessor signs this Sublease thereby giving its
consent to this Subletting.
9.2 In the event that the
obligations of the Sublessor under the Master Lease have been guaranteed by third parties then neither this Sublease, nor the Master Lessor’s consent, shall be effective unless, within 10 days of the date hereof, said guarantors sign this
Sublease thereby giving their consent to this Sublease.
9.3 In
the event that Master Lessor does give such consent then:
(a)
Such consent shall not release Sublessor of its obligations or alter the primary liability of Sublessor to pay the Rent and perform and comply with all of the obligations of Sublessor to be performed under the Master Lease.
(b) The acceptance of Rent by Master Lessor from Sublessee or any one else
liable under the Master Lease shall not be deemed a waiver by Master Lessor of any provisions of the Master Lease.
(c) The consent to this Sublease shall not constitute a consent to any subsequent subletting or assignment.
(d) In the event of any Default of Sublessor under the Master Lease, Master
Lessor may proceed directly against Sublessor, any guarantors or any one else liable under the Master Lease or this Sublease without first exhausting Master Lessor’s remedies against any other person or entity liable thereon to Master Lessor.
(e) Master Lessor may consent to subsequent sublettings and
assignments of the Master Lease or this Sublease or any amendments or modifications thereto without notifying Sublessor or any one else liable under the Master Lease and without obtaining their consent and such action shall not relieve such persons
from liability.
(f) In the event that Sublessor shall Default
in its obligations under the Master Lease, then Master Lessor, at its option and without being obligated to do so, may require Sublessee to attorn to Master Lessor in which event Master Lessor shall undertake the obligations of Sublessor under this
Sublease from the time of the exercise of said option to termination of this Sublease but Master Lessor shall not be liable for any prepaid Rent nor any Security Deposit paid by Sublessee, nor shall Master Lessor be liable for any other Defaults of
the Sublessor under the Sublease.
9.4 The signatures of the
Master Lessor and any Guarantors of Sublessor at the end of this document shall constitute their consent to the terms of this Sublease.
9.5 Master Lessor acknowledges that, to the best of Master Lessor’s knowledge, no Default presently exists under the Master Lease of obligations to
be performed by Sublessor and that the Master Lease is in full force and effect.
9.6 In the event that Sublessor Defaults under its obligations to be performed under the Master Lease by Sublessor, Master Lessor agrees to deliver to Sublessee a copy of any such notice of default. Sublessee shall
have the right to cure any Default of Sublessor described in any notice of default within ten days after service of such notice of default on Sublessee. If such Default is cured by Sublessee then Sublessee shall have the right of reimbursement and
offset from and against Sublessor.
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11.
Representations and Indemnities of Broker Relationships.
The Parties each represent and warrant to the other
that it has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Sublease, and that no one other than said named Brokers is entitled to any commission or finder’s fee in connection
herewith. Sublessee and Sublessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by
reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys’ fees reasonably incurred with respect thereto.
12.
Attorney’s fees.
If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare
rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys’ fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether
or not such action or proceeding is pursued to decision or judgment. The term,
“Prevailing Party”
shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be,
whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys’ fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully
reimburse all attorneys’ fees reasonably incurred. In addition, Sublessor shall be entitled to attorneys’ fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith,
whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation).
13.
No Prior or Other Agreements; Broker Disclaimer.
This Sublease contains all
agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective.
ATTENTION
: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY REAL ESTATE BROKER AS TO THE LEGAL
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS SUBLEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:
1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS SUBLEASE.
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE
LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR SUBLESSEE’S INTENDED USE.
WARNING
: IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA,
CERTAIN PROVISIONS OF THE SUBLEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.
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Executed at:
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Executed at:
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on:
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on:
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By SUBLESSOR:
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By SUBLESSEE:
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Beach Galleria, LLC, a California limited liability company
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Nara Bank
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By:
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By:
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Name Printed:
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Name Printed:
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Ho Yang
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Title:
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Title:
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President
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By:
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By:
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/s/ Alvin Kang
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Name Printed:
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Name Printed:
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Alvin Kang
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Title:
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Title:
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Executive Vice President & Chief Financial Officer
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Address:
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Address:
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Telephone/Facsimile:
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Telephone/Facsimile:
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Federal ID No.
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Federal ID No.
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BROKER:
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BROKER:
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<Initials>
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<Initials>
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Initials
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Page 5 of 6
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Initials
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©2001 - AIR Commercial Real Estate Association
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REVISED
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FORM SBMT-0-4/01E
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Title:
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Title:
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Address:
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Address:
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Telephone/Facsimile:
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Telephone/Facsimile:
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Federal ID No.
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Federal ID No.
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Consent to the
above Sublease is hereby given.
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Executed at:
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LOS ANGELES
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Executed At:
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on:
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8/24/2005
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on:
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By MASTER LESSOR:
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By GUARANTOR(S):
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GORDON SQUARE, LP
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By
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By:
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Name Printed:
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Name Printed:
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Title:
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Address:
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By:
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Name Printed:
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Title:
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By:
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Address:
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Name Printed:
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Address:
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Federal ID No.
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NOTE: These forms are often
modified to meet changing requirements of law and needs of the industry. Always write or call to make sure you are utilizing the most current form: AIR COMMERCIAL REAL ESTATE ASSOCIATION, 700 So. Flower St., Suite 600, Los Angeles, CA 90017, (213)
687-8777.
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<Initials>
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Page 6 of 6
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©2001 - AIR Commercial Real Estate Association
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REVISED
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FORM SBMT-0-4/01E
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Addendum Paragraph 16 to Standard Sublease – Multi-Tenant
to
Sublease Dated August 10,
2005 Between Beach Galleria, LLC, as Sublessor, and
Nara Bank, as Sublessee, for Premises Commonly Known as 5307 Beach Boulevard,
Suite 100, Buena Park, California 90621
16.1 The parties hereto acknowledge that, concurrently with the execution of this Sublease, Sublessee has paid to Sublessor an amount equal to $84,237.00
(
“Deposit
”
) which shall be applied as set forth in this Paragraph 16.
16.2 Provided that Sublessee is not in default under this Sublease, if, as of the date that is not earlier than sixty (60) days after the date of Master Lessor’s approval of this Sublease, Sublessee has not
received the governmental approvals (
“Approvals”
) necessary for Sublessee to operate a retail banking facility at the Premises pursuant to this Sublease, Sublessee shall have a one (1) time right to terminate this Lease
(
“Termination Option
”
) with respect to the Premises as of the date that is sixty (60) days after the date of Master Lessor’s approval of this Sublease (
“Termination Date”
). The Termination Option
shall be exercised by Sublessee solely by delivering to Sublessor written notice on the Termination Date certifying that Sublessee has applied for the Approvals within five (5) business days of Master Lessor’s approval of this Sublease and
has not received the Approvals, and irrevocably electing to exercise the Termination Option as of the Termination Date.
16.3 In the event that Sublessee exercises the Termination Option in accordance with this Paragraph 16, (a) this Sublease shall automatically terminate and be of no
further force or effect as of the Termination Date, (b) Sublessor and Sublessee shall be relieved of their respective obligations under this Sublease as of such date (except those obligations set forth in this Sublease which specifically
survive the expiration or earlier termination hereof), and (c) Sublessor shall retain the Deposit as consideration for granting Sublessee the Termination Option.
16.4 In the event that Sublessee does not exercise the Termination Option in accordance with this Paragraph 16, Sublessor shall (after the
Termination Date) apply the Deposit as follows: (a) a portion of the Deposit equal to $28,079.00 shall be a Security Deposit under this Sublease pursuant to Paragraph 1.5(b); and (b) the remainder of the Deposit (in the amount of $56,158)
shall be applied by Sublessor to Sublessee’s obligations next coming due under this Sublease until such remainder has been exhausted.
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<Initials>
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<Initials>
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Initials
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Initials
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Deposit as follows: (a) a portion of the Deposit equal to $28,079.00 shall be a Security Deposit under this Sublease
pursuant to Paragraph 1.5(b); and (b) the remainder of the Deposit (in the amount of $56,158) shall be applied by Sublessor to Sublessee’s obligations next coming due under this Sublease until such remainder has been exhausted.
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<Initials>
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<Initials>
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Initials
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Initials
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Standard Sublease Multi-Tenant
Beach Galleria, LLC/Nara Bank, N.A.
Depiction of Premises
OPTION(S) TO EXTEND
STANDARD LEASE ADDENDUM
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Dated
August 10, 2005
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By and Between (Lessor)
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Beach Galleria, LLC, a California limited liability company
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(Lessee)
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Nara Bank
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Address of Premises:
5307 Beach Blvd., Buena Park, CA 90621, Suite 100
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Paragraph 15
A. OPTION(S) TO EXTEND:
Sublessor hereby grants to Sublessee the option to extend the term of this Lease for 2
additional 60 month period(s)’ commencing when the prior term expires upon each and all of the following terms and conditions:
(i) In order to exercise an option to extend, Sublesses must give written notice of such election to Sublessor and Sublessor must receive the same at
least 12 but not more than 18 months prior to the date that the option period would commence, time being of the essence. If proper notification of the exercise of an option is not given and/or received, such option shall automatically expire.
Options (if there are more than one) may only be exercised consecutively.
(ii) The provisions of paragraph 39, including those relating to Sublessee’s Default set forth in paragraph 39.4 of this Lease, are conditions of this Option.
(iii) Except for the provisions of this Lease granting an option or options
to extend the term, all of the terms and conditions of this Lease except where specifically modified by this option shall apply.
(iv) This Option is personal to the original Sublessee and cannot be assigned or exercised by anyone other than said original Sublessee and only while the
original Sublessee is in full possession of the Premises and without the intention of thereafter assigning or subletting.
(v) The monthly rent for each month of the option period shall be calculated as follows, using the method(s) indicated below: (Check Method(s) to be Used
and Fill in Appropriately)
* The parties hereto acknowledge that the Master
Lease expires on September 30, 2014 and that, notwithstanding anything herein to the contrary (i) the first option to extend the term of this Sublease shall expire on the earlier of such sixty (60) month extension period or one
(1) day prior to the date immediately preceding the Master Lease expiration date, as the same may be extended and (ii ) the second option to extend the term of this Sublease shall be effective only if Sublessor has extended the term of the
Master Lease for the period of such second option.
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II.
Market Rental Value Adjustment(s) (MRV)
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a.
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On (Fill in MRV Adjustment Date(s)) the date of commencement of the applicable extension term
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Initials:
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<Initials>
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Initials:
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<Initials>
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Page 1 of 2
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©2000 - AIR Commercial Real Estate Association
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FORM OE-3-8/00E
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REVISED
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the Base Rent shall be adjusted to the “Market rental Value” of the property
as follows:
1) Four months prior to each Market Rental Value
Adjustment Date described above, the Parties shall attempt to agree upon what the new MRV will be on the adjustment date. If agreement cannot be reached, within thirty days, then:
(a) Sublessor and Sublessee shall immediately appoint a mutually acceptable appraiser or broker to establish the new MRV
within the next 30 days. Any associated costs will be split equally between the Parties, or
(b) Both Sublessor and Sublessee shall each immediately make a reasonable determination of the MRV and submit such determination, in writing, to arbitration in accordance with the following provisions:
(i) Within 15 days thereafter, Sublessor and Sublessee shall each select an
¨
appraiser or
þ
broker (“Consultant” - check one) of their choice to act as an arbitrator.
The two arbitrators so appointed shall immediately select a third mutually acceptable Consultant to act as a third arbitrator.
(ii) The 3 arbitrators shall within 30 days of the appointment of the third arbitrator reach a decision as to what the actual MRV for the Premises is,
and whether Sublessor’s or Sublessee’s submitted MRV is the closest thereto. The decision of a majority of the arbitrators shall be binding on the Parties. The submitted MRV which is determined to be the closest to the actual MRV shall
thereafter be used by the Parties.
(iii) If either of the
Parties fails to appoint an arbitrator within the specified 15 days, the arbitrator timely appointed by one of them shall reach a decision on his or her own, and said decision shall be binding on the Parties.
(iv) The entire cost of such arbitration shall be paid by the party whose
submitted MRV is not selected, ie. the one that is NOT the closest to the actual MRV.
2) Notwithstanding the foregoing, the new MRV shall not be less than the rent payable for the month immediately preceding the rent adjustment.
b. Upon the establishment of each New Market Rental Value:
1) the new MRV will become the new “Base Rent” for the purpose of calculating any further Adjustments, and
2) the first month of each Market Rental Value term shall
become the new “Base Month” for the purpose of calculating any further Adjustments.
Unless specified otherwise herein, notice of any rental adjustments, other than Fixed Rental Adjustments, shall be made as specified in paragraph 23 of the Lease.
The Brokers shall be paid a Brokerage Fee for each adjustment specified above in accordance with paragraph 15 of the Lease.
NOTE: These forms are often modified to meet changing requirements of law and needs of the
industry. Always write or call to make sure you are utilizing the most current form: AIR COMMERCIAL REAL ESTATE ASSOCIATION, 700 S. Flower Street, Suite 600, Los Angeles, Calif. 90017
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Initials:
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<Initials>
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Initials:
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<Initials>
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RENTADJUSTMENT(S)
Page 2 of 2
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©2000 - AIR Commercial Real Estate Association
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FORM OE-3-8/00E
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REVISED
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RENT ADJUSTMENT(S)
STANDARD LEASE ADDENDUM
Dated
August 10, 2005
By and Between (Lessor)
Beach Galleria, LLC, a California limited liability company
(Lessee)
Nara Bank
Address of Premises:
5307 Beach Blvd., Buena Park, CA
90621, Suite 100
Paragraph 14
A. RENT ADJUSTMENTS:
The monthly rent for each month of the adjustment period(s) specified below shall be increased using the method(s) indicated
below:
(Check Method(s) to be Used and Fill
in Appropriately)
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I. Cost of living Adjustment(s) (COLA)
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a. On (Fill in COLA Dates): Each one (l) year anniversary of the Commencement Date the Base Rent shall be adjusted by the change, if any, from the Base
Month specified below, in the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for (select one)
¨
CPI W
(Urban Wage Earners and Clerical Workers) or
þ
CPI U (All Urban Consumers), for (Fill in Urban Area): Los Angeles. All Items (1982-1984 = 100). herein referred to as “CPI”.
b. The monthly rent payable in accordance with paragraph A.I.a. of this
Addendum shall be calculated as follows: the Base Rent set forth in paragraph 1.5 of the attached Lease, shall be multiplied by a fraction, the numerator of which shall be the CPI of the calendar month 2 months prior to the month(s) specified in
paragraph A.I.a. above during which the adjustment is to take effect, and the denominator of which shall be the CPI of the calendar month which is 2 months prior to (select one):
þ
the first month of the term of
this Lease as set forth in paragraph 1.3 (
“Base Month”
) or
¨
(Fill in Other
“Base
Month”
):
. The sum so calculated shall constitute the new monthly rent hereunder, but in no event, shall any such
new monthly rent be less than two percent (2%) greater than the rent payable for the month immediately preceding the rent adjustment.
c. In the event the compilation and/or publication of the CPI shall be transferred to any other governmental department or bureau or agency or shall be
discontinued, then the index most nearly the same as the CPI shall be used to make such calculation. In the event that the Parties cannot agree on such alternative index, then the matter shall be submitted for decision to the American Arbitration
Association in accordance with the lien rules of said Association and the decision of the arbitrators shall be binding upon the parties. The cost of said Arbitration shall be paid equally by the Parties.
NOTE: These forms are often modified to meet changing requirements of law and needs of the
industry. Always write or call to make sure you are utilizing the most current form: AIR COMMERCIAL REAL ESTATE ASSOCIATION, 700 S, Flower Street, Suite 600, Los Angeles, Calif. 90017
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Initials:
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<Initials>
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Initials:
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<Initials>
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RENT ADJUSTMENT(S)
Page 1 of 2
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©2000 - AIR Commercial Real Estate Association
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FORM OE-3-8/00E
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REVISED
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Exhibit 10.2
COMMERCIAL LEASE
This LEASE is made as of the 28
th
day of September, 2005, by and between MICHAEL PARK, M.D. (hereinafter referred to as “Landlord”) and NARA BANK (hereinafter referred to as “Tenant”) in accordance with the following terms and conditions:
1.
SALIENT LEASE TERMS
.
1.1
PREMISES
. The Premises shall include the approximately 5500
square feet of the first floor of the property commonly known as 1940 Webster Street, Oakland, California (the “Premises”).
1.2
USE OF PREMISES
. The Premises shall be used for the purpose of providing banking services as well as marketing any other financial services or
investment products, including insurance policies. During the term of the Lease, and any extensions thereto, Landlord shall not lease any portion of the Building to another financial institution nor permit another through-the wall installation of an
ATM.
1.3
LEASE TERM
. Commencing on approximately
March 01, 2006, subject to the delivery of the Premises to Tenant and ending ten years after the commencement date, subject to Tenant’s two five year renewal options.
1.4
POSSESSION
. Possession shall commence on approximately March 01, 2006, upon the earlier of (i) the date
Tenant commences business to its customers at the Premises or 90 days following delivery of the Premises by Landlord, which delivery shall be no later than November 30, 2005.
1.5
MONTHLY RENT
. Two Dollars ($2,00) per square foot per month for the first year. Thereafter, the monthly rent per
square foot shall be increased by three per cent (3%) annually on the anniversary of the Commencement Date.
1.6
PARKING
. Ten (10) parking spaces nearest to the entry to the Premises, not including handicapped parking, shall be marked for the
exclusive use by Tenant’s customers, which use shall apply during Tenant’s operating hours. Additionally, Tenant shall have the use of ten (10) additional parking spaces for its employees in the Premises parking lot. Tenant shall pay
Landlord an additional $1,500 per month for the ten reserved spaces and $1,000 per month for the additional spaces. Should Tenant elect to extend the term of this Lease, the rent for the parking shall be negotiated at that time.
1.7
RENT ABSOLUTE; BUILDING EXPENSE REIMBURSEMENT
. The Lease is a
triple net lease. Therefore, Tenant shall be responsible for its pro rata share for all obligations which are normally imposed on the owner of real estate with respect to the Premises which may accrue during the Term including, without limitation,
responsibility for the payment of all real estate taxes, special assessments, insurance premiums and repair, replacement and maintenance costs and
expenses in connection therewith and the Rent and all payments to be made to Landlord hereunder are to be net to Landlord, without deductions or offsets of
any kind or nature whatsoever. In no event shall there be any abatement or reduction in the Rent except as may be otherwise specifically provided in this Lease.
Tenant’s pro rata share of the Landlord’s expenses applicable to the Premises shall be 28.4 per cent.
1.8
INSURANCE
. (Section 23).
1.9
UTILITY CHARGES
. Tenant shall have Pacific Gas
&
Electric install separate electric and gas meters for the Premises. Other utility costs shall be paid by Tenant on a pro rata basis in accordance with the percentage set forth in Section 1.7.
1.10
SECURITY DEPOSIT
. An amount equal to two months rent, payable
upon execution of Lease (Section 37).
1.11
TOILETS
. The
Premises shall include two ADA-compliant restrooms.
1.12
NOTICE ADDRESS
. Landlord: 1940 Webster Street, Oakland, CA 94612; Tenant: Nara Bank, 3701 Wilshire Blvd., Suite 220, Los Angeles, CA, Attention Alvin Kang, Chief Financial Officer (Section 46).
1.13
RENEWAL OPTIONS
. Provided Tenant is in full compliance with all
terms and conditions of Lease, Landlord grants to Tenant an Option to extend the term of the Lease for two (2) — Five (5) year periods. The rent due upon exercise of the renewal option shall increase at the rate of three per cent
(3%) per annum over the prior year’s rent. Each Option to Extend shall be exercised by Tenant giving written notice of its intent to extend to Lease to Landlord within six (6) months prior to the expiration of initial Lease term, or
first option period, as the case may be. (Section 53)
1.15
CONTENTS OF LEASE
. Pages 1 through 18, Sections 1.1 through 54.
2.
PREMISES
.
2.1 Landlord is the owner in fee
of all that certain real property and interests in real property located in the County of Alameda, State of California commonly know as 1940 Webster Street, Oakland, California.
2.2 Landlord hereby Leases to Tenant and Tenant hereby hires from Landlord the Premises described generally in
Section 1.1 hereof, located in said building, as more particularly set forth on Exhibit A attached hereto. Landlord reserves unto itself, however, the use of the roof, exterior walls, the area above the Premises together with the right to
install, maintain, use, repair and replace pipes, ducts, conduits and wires leading through the Premises in locations which will not materially interfere with Tenant’s use thereof and servicing other parts of the building containing the
Premises.
3.
USE
.
Tenant shall use the Premises for the purpose of providing banking services as well as marketing any other financial services or investment products,
including insurance policies.
4.
TERM
.
The term of this Lease shall be for the number of years specified in
Section 1.3 hereof, commencing on the date specified in Section 1.3 hereof.
5.
RENTAL
. Tenant agrees to pay unto Landlord rental for the Premises as follows:
5.1 Fixed rental specified in Section 1.5 hereof, payable on the first day of each and every successive calendar month during the term of this Lease,
each of which payments shall constitute the fixed rental for that month and shall be increased annually as provided in Section 1.5 hereof.
5.2 Tenant shall pay, in addition to the fixed rental, the amounts set forth in Section 1.6 for parking at the building.
5.3 Tenant shall pay, in addition to the fixed rental, its pro rate share of
the expenses for the Building as set forth in Section set forth in Section 1.7.
5.4 Should the term of this Lease commence on a day other than the first day of a calendar month, then upon the commencement of said term Tenant shall pay unto Landlord, as the fixed rental for the fractional period
of the month beginning with said day of commencement and ending with the last day of said month, that proportion of said rental and expenses payable for the first full calendar month of the term of this Lease which the number of days in the
fractional period bears to thirty (30) as set forth in Sections 5.1-5.3.
6.
PAYMENT OF RENTAL
.
Tenant agrees to pay the rental herein reserved at the times hereinabove set forth, without deduction or offset, in lawful money of the United States of America, to Landlord, at the address specified in Section 1.12 hereof, or to such
other person and/or at such other place as Landlord may from time to time designate in writing.
7.
LEASEHOLD YEAR
.
For the purpose of this Lease the first “Leasehold year” shall be a period commencing on the day the term of this Lease commences and ending on
the last day of the twelfth full calendar month thereafter. After the first Leasehold year, the term “Leasehold year” shall mean a fiscal year of twelve (12) months commencing on the first day of the first month following the close of
the first Leasehold year and each twelve-month period thereafter.
8.
TAXES AND ASSESSMENTS
.
8.1 Tenant agrees to pay, prior to delinquency, any and all taxes and assessments levied or assessed during the term hereof
upon or against (i) all furniture, fixtures, equipment and any other personal property installed or located within the Premises, (ii) all alterations, additions or improvements of whatsoever kind or nature, if any, made by Tenant to the
Premises, and (iii) the rentals and other charges payable hereunder by Tenant to Landlord (other than Landlord’s Federal and State income taxes thereon). If at any time during the term of this Lease any of such taxes or assessments are
levied or assessed upon or against the land and buildings or any part thereof comprising BACSS Building, Tenant shall pay to Landlord the amount thereof.
8.2 Tenant agrees to pay unto Landlord the percentage specified in Section 1.7 hereof, of all real estate taxes and assessments levied or assessed
during the term hereof upon or against the land and buildings or any part thereof comprising the Building. Said real estate taxes and assessments levied or assessed for the fiscal tax year in which the term of this Lease commences and for the fiscal
tax year in which the term of this Lease ends shall be pro-rated. As used herein ”taxes” shall mean real estate taxes, assessments and special assessments imposed upon said land or building by any governmental bodies or authorities
including, by way of illustration and not by way of limitation, real and personal property taxes, improvement district assessments and Municipal transportation subsidies payable to Landlord and any tax (other than a tax related to net profit or
profits) levied wholly or partially in lieu of real or personal property taxes.
8.3 In the event Landlord contests any real estate taxes or assessments levied or assessed during the term hereof upon or against said building and/or land, Landlord will give Tenant prior notice of the plan and/or
approximation of the costs of such a contest and give Tenant an option to either to pay unto Landlord the percentage set forth in Section 1.7 hereof of all costs incurred by Landlord in connection with the contest, or pay the real estate taxes
or assessments levied or assessed during the term hereof in accordance with the percentage set forth in Section 1.7 and forego participating in the contest.
8.4 Landlord shall have the right to bill Tenant for any amount payable by Tenant to Landlord under this Section in periodic
installments, from time to time, but not more often than monthly. In the event the amount of the real estate taxes and assessments for any fiscal tax year upon or against the Building and the land underlying the Building has not been made known to
Landlord by the assessor at the time of billing, Landlord shall have the right to estimate the amount thereof, provided that Landlord informs Tenant of the method used to arrive at the estimate to the Tenant, and to base its billing to Tenant upon
said estimated amount and in such event Landlord agrees to adjust such billing when the actual amount of such real estate taxes and assessments is made known to Landlord by the assessor. In the event the estimate of the real estate taxes and
assessments in greater than the actual amount of taxes and assessments for a given fiscal year, Landlord agrees to provide to Tenant a refund equal to the estimate amount that Tenant had already paid to Landlord less the actual amount of the real
estate taxes and assessments within ten (10) days after Landlord receives notice of the actual amount of real estate taxes and assessments. Similarly, in the event the estimate of the real estate taxes and assessment is less than the actual amount
of taxes and assessments for a given fiscal year, Tenant agrees to provide to Landlord an additional payment equal to the actual amount of real estate taxes and assessments less the estimate
amount that Tenant had already paid to Landlord within ten (10) days after Landlord receives notice of the actual amount of real estate taxes and
assessments. The failure of Tenant to pay amount payable to Landlord under this Section within ten (10) days after receipt by Tenant from the Landlord of a bill therefore shall carry with it the same consequences as failure to pay any
installment of rental.
9.
FIXTURES AND EQUIPMENT
.
Tenant agrees to provide, install and maintain in the
Premises, at its own cost and expense, all suitable furniture, fixtures, equipment and other personal property reasonably required for the conduct of Tenant’s business therein in a good and businesslike manner in accordance with plans and
specifications provided to Landlord prior to installation.
10.
BUSINESS HOURS
.
Tenant may remain open at such
additional times as Tenant shall determine so long as such hours are regular and reasonable. Tenant’s business hours shall be posted on the main door to the Premises.
11.
OPERATION OF TENANT’S BUSINESS
.
Tenant shall maintain all wall, floor and ceiling coverings, furnishings, fixtures and merchandise in a clean, neat and
orderly state of repair.
12.
USES PROHIBITED
.
Tenant shall not use, or permit the Premises or any part
thereof to be used, for any purpose other than the purpose for which said premises are hereby Leased, and no use shall be made or permitted to be made of said premises, nor acts done therein, which will increase the then existing rate of insurance
upon the Building, or cause a cancellation of any insurance policy covering said building, or any part thereof, nor shall Tenant sell, or permit to be kept, used, or sold, in or about said premises, any article which may be prohibited by the
standard form of fire insurance policy. Tenant shall at its sole cost and expense, comply with any and all requirements, pertaining to said premises, of any insurance organization or company, necessary for the maintenance of reasonable fire and
public liability insurance, covering said building and appurtenances. Tenant shall not commit, or suffer to be committed, any waste upon the Premises. Tenant shall not use or permit the use of a loud speaker or similar instrument, or create a
nuisance or do any other act or thing in or about the Premises which may disturb the quiet enjoyment of any other tenant in the Building containing the Premises.
13.
ASSIGNMENT AND SUBLETTING
.
Tenant agrees that it will not assign this Lease or any interest herein (and in the event that there shall be more than one
tenant, it is agreed that no tenant shall assign its interest to the other), or mortgage or hypothecate this Lease or any interest herein, or sublet the Premises in whole or in part, or enter into license or concession agreements, without the
written consent of Landlord having
been first had and obtained. Consent to any of the foregoing prohibited acts shall apply only in the given instance and a further like act by Tenant or its
assignee or subtenant shall require a further written consent. However, Landlord agrees that in every instance Landlord will not unreasonably withhold consent. If Tenant is a corporation, an assignment to an entity which is wholly owned by Tenant or
the guarantor shall not be considered a prohibited assignment.
14.
INSOLVENCY
.
Tenant agrees that neither
this Lease nor any interest herein shall be assignable or transferable by operation of law, and it is hereby mutually agreed, covenanted and understood by and between the parties hereto that in the event any proceeding under the Bankruptcy Act or
any amendment thereto be commenced by or against Tenant (or should there be more than one, then any tenant) or in the event Tenant (or should there be more than one, then any tenant) be adjudged insolvent or makes an assignment for the benefit of
its creditors, or if a writ of attachment or execution be levied on the Premises created hereby and be not re-leased or satisfied within ten (10) days thereafter, or if a receiver be appointed in any proceeding or action to which Tenant is a
party, with authority to take possession or control of the Premises or the business conducted therein by Tenant, this Lease, at the option of Landlord, shall immediately end and terminate and shall in nowise be treated as an asset of Tenant after
the exercise of the aforesaid option; and Landlord shall have the right, after the exercise of said option, to forthwith re-enter and repossess itself of said premises as of Landlord’s original estate.
15.
ALTERATIONS
.
Except as set forth in the Lease, Tenant shall not make, or suffer to be
made, any change in Tenant’s store front or any other alteration, addition or improvement to the Premises, or any part thereof, without the written consent of Landlord having been first had and obtained. Said consent shall not be unreasonably
withheld. Any such changes, alterations, additions and improvements shall be done solely in accordance with plans and specifications approved in writing by Landlord prior to the commencement of any work. Tenant agrees that all alterations, additions
or improvements of whatever kind or nature made by it to the Premises, other than movable trade fixtures, shall belong to and become the property of Landlord upon the expiration of the term of this Lease or sooner termination hereof. The right of
Tenant to remove such movable trade fixtures is conditioned, however, upon its agreement, and it hereby agrees, to forthwith repair damages to the Premises caused by such removal.
15.1 Tenant shall be permitted, upon its entry into the subject premises, at his sole cost, to make alternations, additions
and/or improvements to the Premises, all such subject to and conditioned upon:
(1) Obtaining complete plans and drawings for such work and having the same approved in writing by Landlord prior to commencement of any such work;
(2) Providing to Landlord written notice not less than five (5) days prior to commencement of work;
(3) Permitting Landlord to post and maintain a Notice of Non-Responsibility within the subject premises;
(4) Obtaining any necessary permits for such work; and
(5) Having the work done by a licensed contractor.
16.
ABANDONMENT
.
Tenant shall not vacate or abandon the Premises at any time during the term
hereof; and if Tenant shall abandon, vacate or surrender the Premises, or be dispossessed by process of law, or otherwise, any personal property belonging to Tenant and left on said premises shall be deemed to be abandoned, at the option of
Landlord, or Landlord may store the same in the name and at the cost of and without notice to Tenant.
17.
INDEMNIFICATION
.
Tenant agrees to hold and save Landlord harmless from and defend Landlord against any and all loss or damage which may be occasioned to any property of
any and all kinds or character, whether belonging to Tenant or any other person or persons whomsoever, in or upon the Premises, howsoever occasioned, and further agrees to hold and save Landlord harmless from and defend Landlord against any and all
loss or damage or claim therefor arising from personal injuries received by or death caused to any person or persons whomsoever, including Tenant, in or upon the Premises, occasioned by the wrongful or negligent act of Tenant, his employees or
servants.
18.
UTILITIES
.
All water, gas, electricity, power or other public utility used upon or
furnished to the Premises and any sewer charge shall be paid for by Tenant. Tenant shall arrange with Pacific Gas & Electric to have separate meters for the premises. Tenant shall reimburse Landlord for its pro rata share of all utilities,
other than those separately metered, in accordance with the percentage set forth in Section 1.7.
19.
REPAIRS
.
Tenant agrees to keep the Premises, each and every part thereof, and any and all appurtenances thereto save the roof and exterior walls (excepting
therefrom the interior faces thereof, any glazing, show windows, doors and other entrances, frames for any of the foregoing and storefronts) and likewise including said excepted items, in good condition and repair during the term of the Lease,
ordinary wear and tear alone excepted, hereby expressly waiving all rights to make repairs at the expense of Landlord as provided for in any statute or law in effect at the time of execution of this Lease or any amendment thereof or any other
statute or law which may be hereafter passed during the term of this Lease, and agrees upon the expiration of the term of this Lease or sooner termination hereof to surrender unto Landlord the Premises in the same condition as received and improved
by Tenant, ordinary wear and tear and damage thereto by fire, earthquake, act of God or the elements alone excepted. If Tenant fails to make said repairs in a
reasonable time period and manner, Landlord may make said repairs at Tenant’s expense, provided that Landlord gives Tenant ten (10) days notice
before the start of making repairs and Tenant shall reimburse Landlord within ten (10) days after receipt by Tenant of a bill therefore, including a charge equal to five percent (5%) of cost for overhead.
Notwithstanding the foregoing, Landlord shall deliver the Premises in clean
broom swept condition, free of all hazardous materials and in safe and tenantable condition. Landlord shall be responsible for the repair of latent defects, if any, in the structure of the Building.
20.
LIENS
.
Tenant shall keep the Premises and the Building free from any liens arising
out of any work performed, materials furnished, or obligations incurred by or for Tenant and shall reimburse Landlord for all costs and expenses, if any, which may be incurred by Landlord by reason of the filing of any such liens and/or the removal
of the same, within ten (10) days after receipt by Tenant from Landlord of a bill setting forth the amount due Landlord within said ten (10) day period; failure of Tenant to comply with this section shall carry with it the same
consequences as failure to pay any installment of rental.
21.
ENTRY BY LANDLORD
.
Landlord reserves and shall at any
and all times, after giving reasonable advance notice to the Tenant, during business hours have the right to enter the Premises to inspect the same, to submit them to a prospective purchaser or tenant, to post notices of non responsibility, and to
alter or repair the Building, or add thereof, without abatement of rent, and may for that purpose erect scaffolding and other necessary structures where reasonably required by the character of the work to be performed, always providing the entrance
to the Premises shall not be blocked thereby.
22.
COMPLIANCE WITH GOVERNMENTAL REGULATIONS
.
Tenant
agrees that it will comply with and conform to all laws and ordinances Municipal, State and Federal, and any and all lawful requirements and orders of any properly constituted Municipal, State or Federal Board of Authority, present or future, in
anywise relating to the condition, use or occupancy of the Premises throughout the entire term of this Lease and to the perfect exoneration from liability of Landlord, Landlord agrees that the Premises comply with and conform to all laws and
ordinances Municipal, State and Federal, and any and all lawful requirements and orders of any properly constituted Municipal, State or Federal Board of Authority, present or future, in anywise relating to the condition, use or occupancy of the
Premises on the commencement date and that Landlord will be solely responsible for any violations of such laws and ordinances if the violations occurred prior to the commencement date or was caused by an act or omission of the Landlord. The judgment
of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such law, ordinance, requirement or order in the use of the
premises, shall be conclusive of that fact as between Landlord and Tenant.
It
is acknowledged that Premises, at time of original occupancy by Tenant, was in compliance with
the Americans with Disabilities Act (“ADA”). Landlord is responsible for ADA construction compliance in all
public or common areas of the building. Tenant is responsible for compliance with the ADA, its supporting regulations, and all similar Federal, state or local laws, regulations and ordinances relating to removal of barriers within the workplace,
i.e. arrangement of interior furnishings and access within the Premises, and any improvements installed by Tenant. If Landlord’s consent would be required for alterations to bring the Premises into compliance, Landlord agrees not to
unreasonably withhold its consent.
23.
INSURANCE
.
At all times during the term of this Lease Tenant shall, at
its sole expense, procure and maintain comprehensive general liability insurance against any and all damages and liability, including attorney’s fees, on account or arising out of injuries to or the death of any person or damage to property,
however occasioned, in, on or about the premises or the building, in the minimum amount of $5,000,000 each occurrence bodily injury and property damage combined. Tenant shall also carry plate glass insurance during all such times. Said insurance
shall be written by companies satisfactory to Landlord in the joint names of Landlord and Tenant; and Tenant agrees to pay the premiums therefor and to deliver the policies of such insurance, or certificates or duplicates thereof, unto Landlord, and
the failure of Tenant either to effect said insurance in the names herein called for or to pay the premiums therefor, or to deliver said policies or certificates or duplicates thereof unto Landlord shall permit of Landlord itself effecting said
insurance and paying the requisite premiums therefor, which premiums shall be repayable by Tenant unto Landlord within ten (10) days after receipt by Tenant from Landlord of a bill setting forth the amount thereof, the failure of Tenant to pay
any such amount to Landlord within said ten (10) day period shall carry with it the same consequences as failure to pay any installment of rental. Each insurer mentioned in this Section shall agree, by endorsement upon the policy or policies
issued by it, or by independent instrument furnished to Landlord, that it will give Landlord thirty (30) days
’
written notice before the policy or policies in question shall be altered or cancelled.
24.
DEFAULT
.
24.1 Tenant agrees that should Tenant fail to pay any part of the rental herein reserved or any other sum required by Tenant to be paid to Landlord for a
period of five (5) days after written notice thereof by Landlord to Tenant, or should Tenant default in the performance of any other covenants or conditions on Tenant’s part herein contained (except those contained in Sections 10, 13, 14,
16, 30 and 31 hereof) and such default is not cured within thirty (30) days, then if Tenant does not commence within said thirty (30) day period to cure said default and cure the same with all reasonable dispatch, or should Tenant default
in the performance of any of the material covenants or material conditions contained in said excepted Sections, Landlord shall have the right to (i) terminate this Lease and Tenant’s right to possession of the Premises in which event, upon
such termination, Landlord shall have the right to recover from the Tenant (a) the worth at the time of award of the unpaid rent which had been earned at the time of termination; (b) the worth at the time of award of the amount by which
the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Tenant proves could have been reasonably avoided; (c) the worth at the time of award of the amount by which
the unpaid rent for the balance rental loss that the loss that the Tenant proves could have been reasonably avoided;
(d) any other amount necessary to compensate the Landlord for all the detriment proximately caused by the Tenant’s failure to perform Tenant’s
obligations under this Lease or which in the ordinary course of things would likely to result therefrom; or (ii) have this Lease continue in effect for so long as the Landlord does not terminate this Lease and the Tenant’s right to
possession of the Premises, in which event the Landlord shall have the right to enforce all of Landlord’s right and remedies under this Lease, including the right to recover the rent as it becomes due under this Lease, and Tenant shall have the
right to sublet the Premises or assign Tenant’s interest in this Lease, or both, for the use permitted hereby to a subtenant and/or assignee, as the case may be, of good moral character and of sound financial responsibility. For the purpose of
this Section, the rental reserved in this Lease shall be deemed to be a monthly rental arrived at by adding to the monthly fixed rental under this Lease an amount equal to the monthly average of all the additional rental based on adjustments as
provided for in Section 5.2-5.3 hereof during the period that Tenant was conducting Tenant’s business in the Premises in the manner and to the extent in this Lease required of Tenant.
24.2 Notwithstanding anything to the contrary contained in this Section, in
the event Tenant shall be in default of this Lease more than three (3) times during any twelve (12) month period, the five (5) and thirty (30) day time periods during which a default can be cured under this Lease shall be
eliminated. Landlord in addition to other remedies may terminate this Lease at any time within ninety (90) days following a fourth default during any twelve (12) month period whether or not said default was cured.
25.
SURRENDER
.
No act or conduct of Landlord, whether consisting of the acceptance of the
keys to the Premises, or otherwise, shall be deemed to be or constituted an acceptance of the surrender of the Premises by Tenant prior to the expiration of the term hereof, and such acceptance by Landlord of surrender by Tenant shall only flow from
and must be evidenced by a written acknowledgment of acceptance of surrender signed by Landlord. The surrender of this Lease by Tenant, voluntarily or otherwise, shall not work a merger but shall operate as an assignment to Landlord of any and all
existing subleases, or Landlord may, at its option, terminate any or all of such subleases by notifying the subtenants to do so within five (5) days after such surrender becomes known to Landlord.
26.
SUBORDINATION
.
26.1 This Lease, at Landlord’s option, shall be subordinate to any
ground Lease, mortgage, deed of trust, or any other hypothecation for security now or hereafter placed upon the real property of which the premises are a part and to any and all advances made on the security thereof and to all renewals,
modifications, consolidations, replacements and extensions thereof; provided that the ground lessor or lender thereunder agrees in writing that Tenant’s right to quiet possession of the premises shall not be disturbed if Tenant is not in
default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground lessor shall elect to have this Lease
prior to the lien of its mortgage, deed of trust or ground Lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground Lease or the date of recording thereof.
26.2 Tenant agrees to execute any documents required to effectuate such subordination or to make this
Lease prior to the lien of any mortgage, deed of trust or ground Lease, as the case may be, and failing to do so within ten (10) days after written demand, does hereby make, constitute and irrevocably appoint Landlord as Tenant’s
attorney-in-fact and in Tenant’s name, place and stead, to do so.
27.
TENANT’S CERTIFICATE
.
Tenant shall,
without charge, at any time and from time to time, within ten (10) days after receipt by Tenant from Landlord of written request therefor, deliver a duly executed and acknowledged certificate to Landlord or any other person, firm or corporation
designated by Landlord, certifying: (i) that this Lease is unmodified and in full force and effect, or if there has been any modification, that the same is in full; (ii) whether or not there is then existing any claim of Landlord’s
default hereunder and if so, specifying the nature thereof; and (iii) the dates to which the rent and other charges payable hereunder by Tenant have been paid.
28.
RECEIVERSHIP
.
In the event that a receiver be appointed at the instance of Landlord in any action against Tenant, the receiver may take possession of any personal
property belonging to Tenant and used in the conduct of the business of Tenant being carried on in the Premises and Tenant agrees that the entry or possession by said receiver shall not constitute an eviction of Tenant from the Premises or any
portion thereof, and Tenant hereby agrees to hold Landlord safe and harmless from any claim of any character by any person arising out of or in anywise connected with the entry by said receiver and taking possession of the Premises and/or said
personal property. Neither the application for the appointment of such receiver, nor the appointment of such receiver, shall be construed as an election on Landlord’s part to terminate this Lease unless a written notice of such intention is
given by Landlord to Tenant.
29.
ATTORNEY’S FEES
.
In the event that Landlord should institute any suit against
Tenant for violation of any of the covenants or conditions of this Lease or for recovery of possession of the Premises, or should Tenant institute any suit against Landlord for violation of any of the covenants or conditions of this Lease, or should
either party institute a suit against the other for a declaration of rights hereunder, or should either party intervene in any suit in which the other is a party, to enforce or protect its interest or rights hereunder, the prevailing party in any
such suit shall be entitled to the fees of its attorneys in the reasonable amount thereof, to be determined by the court and taxed as a part of the costs therein.
30.
SIGNS, ADVERTISING
.
Tenant may have exterior building sign rights on the rooftop and above the direct entry to the Premises from the parking lot and at the facade of the
Building, Tenant’s ATMs shall have
signage consistent with its overall ATM sign program. Tenant’s signage within the Premises shall be professionally made and mounted and shall have no
flashing or moving components. All signage used by Tenant shall be subject to the reasonable written approval of Landlord and confirm with all governmental regulations.
31.
AWNING, CANOPY
.
Tenant agrees not to erect any awning, canopy or other protruding object on any exterior wall of the Premises.
32.
HOLDING OVER
.
Should Tenant hold over the term hereby created with the consent of
Landlord, the term of this Lease shall be deemed to be and be extended at the fixed rental and additional rental hereinabove provided on a prorated basis, and otherwise upon the covenants and conditions in this Lease contained, until either party
hereto serves upon the other thirty (30) days’ written notice of termination, reciting therein the effective date of cancellation. Upon said date this Lease, so extended, shall terminate, and if the same occurs at other than the last day
of any rental month, any unearned prepaid rental shall, immediately following the surrender of the Premises by Tenant, be refunded to it,
33.
SALE BY LANDLORD
.
In the event of a sale or conveyance by Landlord of the Building containing the Premises, the same shall operate to release Landlord from any future
liability upon any of the covenants or conditions, express or implied, herein contained in favor of Tenant, and in such event Tenant agrees to look solely to the responsibility of the successor in interest of Landlord in and to this Lease. If any
security be given by Tenant to secure the faithful performance of all or any of the covenants of this Lease on the part of Tenant, Landlord may transfer and/or deliver the security, as such, to the purchaser of said building, and thereupon Landlord
shall be discharged from any further liability in reference thereto.
34.
DESTRUCTION OF PREMISES
.
In the event of
a partial destruction of the Premises during the term hereof, from any cause whatsoever, the Premises shall forthwith be repaired provided such repairs can be made within ninety (90) working days under the law and regulations of State, Federal,
County or Municipal authorities, but such partial destruction shall in nowise annul or void this Lease, except that Tenant shall be entitled to a proportionate reduction of the minimum monthly fixed rental while such repairs are being made, such
proportionate reduction to be based upon the extent to which the making of such repairs shall interfere with the business carried on by Tenant in the Premises. If such repairs cannot be made in ninety (90) working days, Landlord may, at its
option have the same made within a reasonable time in which event this Lease shall continue in full force and effect and the minimum monthly fixed rental shall be proportionately reduced as hereinabove set forth. In the event that Landlord does not
so elect to have such repairs made which cannot be made within ninety (90) days or such repairs cannot be made under such laws and regulations, this Lease may be
terminated at the option of either party. The obligations of the Landlord and Tenant in connection with the repair of the Premises shall be as follows:
Landlord shall forthwith commence and carry to completion with all due diligence the repair of any damage or destruction to that portion of the Premises originally constructed by Landlord other than any work performed by Landlord’s on
Tenant’s behalf and at Tenant’s cost and expense. Tenant shall forthwith commence and carry to completion with all due diligence the repair of any damage or destruction to the remainder of the Premises. The portion of the proceeds of the
insurance carried by Landlord at the time of such damage or destruction pursuant to Section 23 of this Lease determined by Landlord’s insurance carrier to be attributable to the damage or destruction of the portion of the Premises to be
repaired by Tenant, as aforesaid, which determination shall be binding upon Landlord and Tenant, shall be made available by Landlord for the work of repair required to be performed by Tenant, to the extent required therefor and subject to the
following conditions: (i) that Tenant is not then in default under any of the covenants or conditions of this Lease, (ii) that Landlord shall first be given satisfactory proof that such work has been fully performed by Tenant or that by
the expenditure of such money will be fully performed by Tenant free and clear of all liens arising out of such work, (iii) that in the event such proceeds to be made available to Tenant shall be insufficient to complete said work to be
performed by Tenant, Tenant shall promptly deposit with Landlord funds which, together with such proceeds, shall be sufficient to complete said work to be performed by Tenant, and (iv) that in the event Tenant shall fail to commence such work
to be performed by Tenant and carry it to completion with all due diligence, then Landlord, at Landlord’s option, shall have the right to perform said work for or on behalf of Tenant and any amount expended by Landlord, at Landlord’s
option, shall have the right to perform said work for or on behalf of Tenant and any amount expended by Landlord in doing so, above the amount of such proceeds attributable to such work, shall be repayable by Tenant to Landlord within ten
(10) days after the receipt by Tenant from Landlord of a bill setting forth the amount thereof. The failure of Tenant to pay any such amount to Landlord within said ten (10) day period shall carry with it the same consequences as failure
to pay any installment of rental. In the event that the building in which the Premises may be situated be destroyed to the extent of not less than thirty-three and one-third percent (33-
1
/
3
%) of the replacement cost thereof, Landlord may elect to terminate this Lease, whether the Premises be injured or not. In the event of any dispute between
Landlord and Tenant relative to the provisions of this Section (except as to the aforesaid determination made by Landlord’s insurance carrier), they shall each select an arbitrator, the two arbitrators so selected shall select a third
arbitrator and the three arbitrators so selected shall hear and determine the controversy and their decision thereon shall be final and binding upon both Landlord and Tenant, who shall bear the cost of such arbitration equally between them. The
provisions of any statute or other law which may be in effect at the time of the occurrence of any such damage or destruction, under which a Lease is automatically terminated or a Tenant is given the right to terminate a Lease upon the occurrence of
any such damage or destruction, are hereby expressly waived by the Tenant.
35.
EMINENT DOMAIN
.
Should the Premises or any portion thereof be taken for public use by right of eminent domain with or without litigation, any award for compensation and/or damages, whether attained by agreement prior to or during the time of trial, or by
judgment or verdict after trial, applying to the Leasehold estate created hereby other than that portion of said award, if any, based upon a taking of Tenant’s movable trade fixtures, shall belong and be paid to Landlord, and Tenant hereby
assigns,
transfers and sets over to Landlord all of the right, title and interest which it might otherwise have therein. In the event the portion of the Premises so
taken shall be more than ten percent (10%) of the floor area of the Premises, either party hereto shall have the option, to be exercised by written notice given to the other party hereto within thirty (30) days after the date of such
taking, to terminate this Lease. In the event that more than ten percent (10%) of the floor area of the Premises shall be so taken and Tenant does not so elect to terminate this Lease, or if less than ten percent (10%) of the floor area of
the Premises is so taken, then the minimum fixed monthly rental payable under this Lease shall be reduced in the same proportion as the amount of said floor area is reduced by such taking and Landlord shall make such reconstruction of the Premises
as may be required to the extent of the aforesaid award.
36.
SECURITY
.
To secure the prompt and faithful payment of
the rental in this Lease reserved and the faithful performance by Tenant of all the other covenants and conditions herein contained on Tenant’s part agreed to be performed, Tenant has, concurrently herewith, deposited with Landlord the sum
specified in Section 1.10 hereof, the receipt whereof is hereby acknowledged by Landlord. In the event Tenant defaults in any payment of rental reserved herein or fails to perform any of the other covenants or conditions herein contained on
Tenant’s part agreed to be performed, Landlord shall have the right to apply said deposit, or any portion thereof, toward the curing of such default or failure. In the event of any such application by Landlord, Tenant shall, upon written demand
of Landlord, forthwith deposit with Landlord a sufficient amount of cash to restore said deposit to the original amount thereof, and Tenant’s failure to do so within five (5) days after receipt of such demand from Landlord shall carry with
it the same consequences as failure to pay any installment of rent due under this Lease. In the event that this Lease should be terminated for any reason other than default upon the part of Landlord or damage or destruction to the Premises as
provided for in Section 34 hereof, or a taking of the Premises for public use by right of eminent domain as provided for in Section 35 hereof (in any of which events said deposit, less any portion thereof which may have been utilized by
Landlord to cure any default or applied to any damages suffered by Landlord, shall be refunded to Tenant), Landlord shall have the right to retain said deposit until the expiration of the term of this Lease by lapse of time (whether or not this
Lease has been earlier terminated) so that the full damages of Landlord may be ascertained. At the expiration of the term of this Lease by lapse of time, provided Tenant has paid all of the rental herein called for and fully performed all of the
other covenants and conditions on its part agreed to be performed, Landlord shall return to Tenant said deposit less any portion thereof which may have been utilized by Landlord to cure any default or applied to any damages suffered by Landlord.
Neither said deposit nor the application thereof by Landlord, as hereinabove provided, shall be a bar or defense to any action in unlawful detainer or to any action which Landlord may at any time commence for a breach of any of the covenants or
conditions of this Lease.
37.
QUIET ENJOYMENT
.
Landlord agrees that so long as Tenant is not in default
hereunder Tenant shall have the quiet enjoyment of the Premises without let or hindrance on the part of Landlord, and Landlord will warrant and defend Tenant in the peaceful and quiet enjoyment of the Premises against the lawful claims of all
persons claiming by, through or under Landlord.
38.
WAIVER
.
No covenant or condition of this Lease can be waived except by the written consent of Landlord, and forbearance or
indulgence by Landlord in any regard whatsoever shall not constitute a waiver of the covenant or condition to be performed by Tenant to which the same may apply, and until complete performance by Tenant of said covenant or condition, Landlord shall
be entitled to invoke any remedy available unto it under this Lease or by law, despite said forbearance or indulgence. The subsequent acceptance of rental 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 rental.
39.
REMEDIES CUMULATIVE
.
All remedies herein conferred upon Landlord shall be deemed cumulative and
no one exclusive of the other or of any other remedy conferred by law.
40.
WAIVER OF SUBROGATION
.
So long as the
applicable policy is not affected and the cost thereof is not increased thereby each of the parties hereto does hereby waive its entire right of recovery against the other for any damages caused by an occurrence insured against by such party and the
rights of any insurance carrier are to be subrogated to the rights of the insured under the applicable policy.
41.
BURGLAR ALARM
.
A burglar alarm system may be installed by Tenant only in accordance with plans and specifications approved in writing by Landlord prior to installation.
42.
PRO RATA COSTS
.
The percentage for taxes, insurance and utilities costs as set forth in this
Lease shall be determined by using percentage set forth in Section 1.7.
43.
LATE CHARGES
.
IT
IS AGREED BETWEEN THE PARTIES HERETO THAT LATE PAYMENT BY TENANT OF RENT OR OTHER SUMS DUE HEREUNDER WILL CAUSE LANDLORD TO INCUR COSTS NOT CONTEMPLATED BY THIS LEASE AND THAT IN THE EVENT OF ANY SUCH DEFAULT BY TENANT (i) IT WOULD BE
IMPRACTICABLE OR EXTREMELY DIFFICULT TO DETERMINE AND FIX THE ACTUAL DAMAGES SUFFERED BY LANDLORD AND (ii) THE CHARGES HEREINBELOW SET FORTH ARE A REASONABLE ESTIMATE OF LANDLORD’S DAMAGES, SHOULD LANDLORD FAIL TO RECEIVE WITHIN FIVE
(5) DAYS AFTER THE DUE DATE THEREOF ANY PAYMENT OF MONTHLY FIXED RENTAL, OR AMOUNTS DUE LANDLORD FROM TENANT WITH RESPECT TO REAL OR PERSONAL PROPERTY TAXES AND ASSESSMENTS, TENANT
AGREES TO PAY LANDLORD FORTHWITH A LATE CHARGE FOR EACH SUCH LATE PAYMENT IN THE AMOUNT EQUAL TO FIVE PER CENT (5%) OF THE PAYMENT WHICH WAS NOT TIMELY
MADE, SHOULD LANDLORD FAIL TO RECEIVE WITHIN TWENTY (20) DAYS AFTER THE DUE DATE THE RENT OR ANY OTHER PAYMENTS REQUIRED THEREIN, TENANT AGREES TO PAY LANDLORD AN ADDITIONAL LATE PAYMENT OF FIFTY DOLLARS ($50.00) PER DAY UNTIL SUCH PAYMENT DUE
HAS BEEN SATISFIED.
<Intials>
LANDLORD’S
INITIALS
<Intials>
TENANT’S INITIALS
44.
CONDITIONS.
It is
agreed between the parties hereto that all the agreements herein contained on the part of Tenant, whether technically covenants or conditions, shall be deemed to be conditions at the option of the Landlord, conferring upon Landlord, in the event of
breach of any said agreements, the right to terminate this Lease.
45.
NOTICES
.
Any notice required hereunder or
by law to be served upon either of the parties hereto shall be sufficiently served if served personally upon Landlord or Tenant at its premises or by sending the same via overnight courier, addressed to said office of Landlord, in the instance of
Landlord, and to the Premises, in the instance of Tenant, or to such other address designated in Section 1.12 hereon or as may be from time to time furnished in writing by Landlord to Tenant, or by Tenant to Landlord.
46.
CALIFORNIA LAW
.
This Lease shall be governed by and construed in accordance with the laws of
the State of California.
47.
INVALIDITY
.
The invalidity or unenforceability of any provision of this Lease shall not
affect the validity or enforceability of the remainder of this Lease.
48.
LANDLORD AND TENANT
.
The words
“Landlord” and “Tenant” as used herein shall include the plural as well as the singular and the neuter shall include the masculine and feminine genders and if there be more than one tenant, the obligation hereunder imposed upon
the Tenant shall be joint and several.
49.
CAPTIONS
.
The captions of this Lease are for convenience only and are
not a part of this Lease and do not in any way limit or amplify the terms and provisions of this Lease.
50.
TIME
.
Time is of the essence of this Lease and each and all of its provisions.
51.
SUCCESSORS AND ASSIGNS
.
This Lease shall inure to the benefit of and be binding upon the heirs,
executors, administrators, successors and assigns of the respective parties hereto, always providing that nothing in this Section contained shall impair any of the provisions hereinabove set forth inhibiting assignment without the prior written
consent of Landlord.
52.
TENANT IMPROVEMENTS
.
Tenant has advised Landlord that it will install a direct
entry to the Premises from the parking lot prior to opening for business. Landlord agrees to reimburse Tenant for up to Thirty Thousand Dollars ($30,000) for its costs upon receipt by Landlord of copies of paid invoices for such work, certified by
Tenant as true and correct. Additionally, Tenant may, at its sole option, install teller counters, a night depository and up to two through the wall ATMs in the Premises.
Tenant shall not create, nor shall he permit any liens to be placed against Landlord’s property and Tenant hereby
specifically agrees to and shall hold Landlord harmless against any and all liability which shall include, without limitation thereto, all costs, damages, interest and attorney’s fees expended or incurred by Landlord in the event of
Tenant’s violation hereof, and any such violation by Tenant shall be deemed to be a material breach of this Lease.
53.
OPTION TO EXTEND TERM
.
Landlord hereby grants to Tenant the option (the “Option”) to extend the initial Term (the “Initial Term”) for two (2) periods of
five (5) years each (the “Option Term”), upon and, subject to the terms and conditions set forth in this Section 53. The Option shall be exercised, if at all, by written notice to Landlord on or before the date that is six
(6) months prior to the Expiration Date of the Initial Term or termination of the first option period, as the case may be. In the event Tenant exercises the Option, each of the terms, covenants and conditions of this Lease shall apply during
the applicable Option Term as though the Expiration Date of the Option Term was the date originally set forth herein as the Expiration Date of the Initial Term, except that the Rent to be paid during the Option Term shall be increased as set forth
in Section 1.5. Anything contained herein to the contrary notwithstanding, if Tenant is in material default under any of the terms, covenants or conditions of this Lease either at the time Tenant exercises the Option or at any time thereafter
prior to the Commencement Date of the Option Term, Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate the Option upon notice to Tenant, in which event the Expiration
Date of this Lease shall be and remain the Expiration Date of the Initial Term.
54.
CONTINGENCIES
.
The effectiveness of this lease is contingent upon the removal by tenant within 75 days of the following contingencies in writing to
Landlord:
(1) Approval of Tenant’s Board of Directors and regulators to
operate a branch office at the Premise.
The effectiveness of this lease is
contingent upon the removal by tenant within 60 days of the following contingencies in writing to Landlord:
(1) Determination by Tenant that a banking office and ATMs may be legally operated in the Premises space; and
(2) Approval of the government official to install the Direct Entry between the parking lot and the proposed space; and
(3) Tenant’s approval of the operating expenses budget (NNN expenses), to be provided by
Landlord within 15 days of signing the lease.
IN WITNESS
WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written.
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LANDLORD:
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By:
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/s/ Michael K. Park,
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MICHAEL K. PARK, M.D.
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TENANT:
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NARA BANK
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By:
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/s/ Alvin D. Kang
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EXP & CHIEF FINANCIAL OFFICER
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Oakland Lease Review
This LEASE is made as of the 28
th
day of September, 2005, by and between MICHAEL PARK, M.D. (hereinafter referred to as “Landlord”) and NARA BANK (hereinafter referred to as ‘Tenant”) in accordance with the
following terms and conditions:
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1.12
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NOTICE ADDRESS
. Landlord: 1940 Webster Street, Oakland, CA 94612; Tenant: Nara Bank, 3701 Wilshire Blvd., Suite 220, Los Angeles, CA, Attention Alvin D. Kang, Chief Financial
Officer (Section 46).
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1.13
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RENEWAL OPTIONS
. Provided Tenant is in full compliance with all terms and conditions of Lease, Landlord grants to Tenant an Option to extend the term of the Lease for two
(2) Five (5) year periods. The rent due upon exercise of the renewal option shall increase at the rate of three percent (3%) per annum over the prior year’s rent. Each Option to Extend shall be exercised by Tenant giving written
notice of its intent to extend to Lease to Landlord within six (6) months prior to the expiration of initial Lease term, or first option period, as the case may be. (Section 53)
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1.6
PARKING
. Ten (10) parking spaces nearest to the entry to the Premises, not
including handicapped parking, shall be marked for the exclusive use by Tenant’s customers, which use shall apply during Tenant’s operating hours. Additionally, Tenant shall have the use of then (10) additional parking spaces for its
employees in the Premises parking lot. Tenant shall pay Landlord an additional $1,500 per month for the ten reserved spaces and $1000 per month for the additional spaces.
TAXES AND ASSESSMENTS
.
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8.3
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In the event Landlord contests any real estate taxes or assessments levied or assessed during the term hereof upon or against said building and/or land. Landlord will give Tenant
prior notice of the plan and/or approximation of the costs of such a contest and give Tenant an option to either pay unto Landlord the percentage set forth in Section 1.7 hereof of all costs incurred by Landlord in connection with the contest,
or pay the real estate taxes or assessments levied or assessed during the term hereof in accordance with the percentage set forth in Section 1.7 and forego participating in the contest.
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8.4
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Landlord shall have the right to bill Tenant for any amount payable by Tenant to Landlord under this Section in periodic installments, from time to time, but not more often than
monthly. In the event the amount of the real estate taxes and assessments for any fiscal tax year upon or against the Building and the land underlying the Building has not been made known to Landlord by the assessor at the time of billing, Landlord
shall have the right to estimate the amount thereof, provided that Landlord informs Tenant of the method used to arrive at the estimate to the Tenant, and to base its billing to Tenant upon said estimated amount and in such event Landlord agrees to
adjust such billing when the actual amount of such real estate taxes and assessments is made known to Landlord by the assessor. In the event the estimate of the real estate taxes and assessments is greater than the actual amount of taxes and
assessments for a given fiscal year, Landlord agrees to provide to Tenant a refund equal to the estimate amount that Tenant had already paid to Landlord less the actual amount of the real estate taxes and assessments within ten (10) days after
Landlord receives notice of the actual amount of real estate taxes and assessments. Similarly, in the event the estimate of the real estate taxes and assessment is less than the actual amount of taxes and assessments for a given fiscal year, Tenant
agrees to provide to Landlord an additional payment equal to the actual amount of real estate taxes and assessments less the estimate amount that Tenant had already paid to Landlord within ten (10) days after Landlord receives notice of the
actual amount of real estate taxes and assessments . The failure of Tenant to pay amount payable to Landlord under this Section within ten (10) days after receipt by Tenant from the Landlord of a bill therefore shall carry with it the same
consequences as failure to pay any installment of rental.
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9.
FIXTURES AND EQUIPMENT
.
Tenant agrees to
provide, install and maintain in the Premises, at its own cost and expense, all suitable furniture, fixtures, equipment and other personal property reasonably required for the conduct of Tenant’s business therein
in a good and businesslike
manner
in accordance with plans and specifications provided to Landlord prior to installation.
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13.
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Tenant agrees that it will not assign this Lease or any interest herein (and in the event that there shall be more than one tenant, it is agreed that no tenant shall assign its
interest to the other), or mortgage or hypothecate this Lease or any interest herein, or sublet the Premises in whole or in part, or enter into license or concession agreements, without the written consent of Landlord having been first had and
obtained. Consent to any of the foregoing prohibited acts shall apply only in the given instance and a further like act by Tenant or its assignee or subtenant shall require a further written consent, however, Landlord agrees that in every instance
Landlord will not unreasonably withhold consent. If Tenant is a corporation, an assignment to an entity which is wholly owned by Tenant or the guarantor shall not be considered a prohibited assignment.
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17.
INDEMNIFICATION
.
Tenant agrees to hold and save Landlord harmless from and defend Landlord against any and all loss or damage which may be occasioned to any
property of any and all kinds or character, whether belonging to Tenant or any other person or persons whomsoever, in or upon the premises, howsoever occasioned, and further agrees to hold and save Landlord harmless from and defend Landlord against
any and all loss or damage or claim therefore arising from personal injuries received by or death caused to any person or persons whomsoever, including Tenant, in or upon the Premises, occasioned by the wrongful or negligent act of Tenant, his
employees or servants.
18.
REPAIRS
Tenant agrees to keep the Premises, each and every part thereof, and any and
all appurtenances thereto save the roof and exterior walls (excepting therefrom the interior faces thereof, any glazing, show windows, doors and other entrances, frames for any of the foregoing and storefronts) and likewise including said excepted
items, in good condition and repair during the term of the Lease, ordinary wear and tear alone excepted, hereby expressly waiving all rights to make repairs as the expense of Landlord as provided for in any statute or law in effect at the time of
execution of this Lease or any amendment thereof or any other statute or law which may be hereafter passed during the term of this Lease, and agrees upon the expiration of the term of this Lease or sooner termination hereof to surrender unto
Landlord the premises in the same condition as received and improved by Tenant, ordinary wear and tear and damage thereto by fire, earthquake, act of God or the elements alone excepted. If Tenant fails to make said repairs in a reasonable time
period and manner, Landlord may make said repairs at Tenant’s expense, provided that Landlord gives Tenant ten (10) days notice before the start of making repairs and Tenant shall reimburse Landlord within ten (10) days after receipt
by Tenant of a bill therefore, including a charge equal to five percent (5%) of cost for overhead.
Notwithstanding the foregoing, Landlord shall deliver the Premises in a clean broom swept condition, free of all hazardous materials and in safe and
tenantable condition. Landlord shall be responsible for the repair of latent defects, if any, in the structure of the Building.
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21.
ENTRY BY LANDLORD
.
Landlord reserves and shall at any and all times, after giving reasonable advance notice to the Tenant, during business hours have the right to enter
the Premises to inspect the same to submit them not a prospective purchaser or tenant, to post notices of nonresponsibility, and to alter or repair the Building, or add thereof, without abatement of rent, and may for that purpose erect scaffolding
and other necessary structures where reasonably required by the character of the work to be performed, always providing the entrance to the Premises shall not be blocked thereby, and,
22.
COMPLIANCE WITH GOVERNMENTAL REGULATIONS
Tenant agrees that it will comply with and conform to all laws and ordinances Municipal, State and Federal, and any and all
lawful requirements and orders of any properly constituted Municipal, State or Federal Board of Authority, present or future, in anywise relating to the condition, use or occupancy of the Premises throughout the entire term of this Lease and to the
perfect exoneration from liability of Landlord. Landlord agrees that the Premises comply with and conform to all laws and ordinances Municipal, State and Federal, and any and all lawful requirements and orders of any properly constituted Municipal,
State or Federal Board of Authority, present or future, in anywise relating to the condition, use or occupancy of the Premises on the commencement date and that Landlord will be solely responsible for any violations of such laws and ordinances if
the violations occurred prior to the commencement date or was caused by an act or omission of the Landlord. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant, whether Landlord
be a party thereto or not, that Tenant has violated any such law, ordinance, requirement or order in the use of the premises, shall be conclusive of that fact as between Landlord and Tenant.
It is acknowledged that Premises, at time of original occupancy by Tenant,
was in compliance with the Americans with Disabilities Act (“ADA”). Landlord is responsible for ADA construction compliance in all public or common areas of the building. Tenant is responsible for compliance with the ADA, its supporting
regulations, and all similar Federal, state or local laws, regulations and ordinances relating to removal of barriers within the workplace, i.e. arrangement of interior furnishings and access within the Premises, and any improvements installed by
Tenant. If Landlord’s consent would be required for alterations to bring the Premises into compliance, Landlord agrees not to unreasonably withhold its consent.
24.
DEFAULT
.
24.1 Tenant agrees that should Tenant fail to pay any part of the rental herein reserved or any other sum required by Tenant to be paid to Landlord for a period of five
(5) days
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after written notice thereof by Landlord to Tenant, or should Tenant default in the performance of any other covenants or conditions on Tenant’s part
herein contained (except those contained in Sections 10, 13, 14, 16, 30 and 31 hereof) and such default is not cured within thirty (30) days, then if Tenant does not commence within said thirty (30) day period to cure said default and cure
the same with all reasonable dispatch, or should Tenant default in the performance of any of the material covenants or material conditions contained in said excepted Sections. . . .
43.
LATE CHARGES
.
IT IS AGREED . . . . SHOULD LANDLORD FAIL TO RECEIVE WITHIN TWENTY (20) DAYS AFTER THE DUE DATE THE RENT OR ANY OTHER PAYMENTS REQUIRED THEREIN, THE
TENANT AGREES TO PAY LANDLORD AN ADDITIONAL LATE PAYMENT OF FIFTY DOLLARS ($50.00) PER DAY UNTIL SUCH PAYMENT DUE HAS BEEN SATISFIED.
54.
CONTINGENCIES
.
The effective of this lease is contingent upon the removal by tenant within 75 days of the following contingencies in writing to Landlord:
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(a)
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Approval of Tenant’s Board of Directors and regulators to operate a branch office at the Premise
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The effectiveness of this lease is contingent upon the removal by tenant within 60 days of the following contingencies in writing to
Landlord:
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(a)
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Determination by Tenant that a banking office and ATMs may be legally operated in the Premises space; and
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(b)
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Approval of the government official to install the Direct Entry between the parking lot and the proposed space; and
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(c)
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Tenant’s approval of the operating expenses budget (NNN expenses), to be provided by Landlord within 15 days of signing the lease.
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Other Notes:
8.
TAXES AND ASSESSMENTS
.
8.1 The last line of this paragraph mentions Varlow Building.- Make sure this is correct name of the building.