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Lease Agreement

LEASE | Document Parties: Airborne Express | Redding Bank of Commerce | Sutter Bank of Commerce | Wainwright #3 Partners You are currently viewing:
This Lease Agreement involves

Airborne Express | Redding Bank of Commerce | Sutter Bank of Commerce | Wainwright #3 Partners

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Title: LEASE
Governing Law: California     Date: 9/26/2005

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Exhibit 99.1

LEASE

THIS LEASE is made and entered into September 23, 2005, by and between Wainwright #3 Partners , hereinafter referred to as “Landlord,” and Sutter Bank of Commerce, a division of Redding Bank of Commerce , hereinafter referred to as “Tenant.”

     1.  Use. Landlord hereby leases to Tenant and Tenant hereby hires from Landlord, the premises described below for the purpose of operating a financial banking institution and uses incidental thereto.

     2.  Demised Premises. Demised premises leased to Tenant, together with appurtenances, are hereinafter referred to as the “demised premises” and are situated at 950 Tharp Road, Suite 800, Yuba City, California (APN 58-050-065), and are the premises outlined on the site plan attached hereto as Exhibit A . Said demised premises contain approximately 4,904 square feet.

     3.  Term. The term of this Lease shall be for a period of five (5) years. The term of this Lease, and Tenant’s obligations contained herein shall commence November 1, 2005. Occupying all or any portion of the demised premises by Tenant shall be conclusive that the premises are in satisfactory condition and acceptable to Tenant subject to latent defects and deficiencies listed in writing by Tenant to Landlord within ten (10) days after Tenant’s occupancy.

Tenant shall be allowed, prior to commencement of this Lease, to enter upon the demised premises for the purpose of completing Tenant’s improvements and fixturing.

     4.  Base Rent; Net Lease. Tenant shall pay to the Landlord, without demand, rent for the demised premises in the amounts and manner specified hereunder (“base rent”). Base rent shall be payable in monthly installments in advance on or before the first day of each calendar month, in lawful money of the United States, without deduction or offset whatsoever to Landlord at the address specified above or to such other firm or to such other place as Landlord may from time to time designate in writing. Base rent for the first full month of the term shall be paid by Tenant upon Tenant’s execution of this Lease. If the obligation for payment of base rent commences on other than the first day of a month, then rent shall be prorated (calculation on the basis of 360 days) and the prorated installment shall be paid on the first day of the next succeeding calendar month.

This Lease shall be a net lease and all base rent and other payments hereunder due from and payable by Tenant to Landlord under this Lease (collectively “rent”) shall be paid to Landlord in installments as provided for in Paragraph 14 herein, “Common Area Expenses.” All rent shall include additional rental under this Lease and Landlord shall be entitled to exercise the same rights and remedies as provided for in this Lease for nonpayment of Base Rent.

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Rent Amount When Paid on

 

 Rent Amount When Paid

After

 

   First Day of Month Due

 

Seventh Day of Month Due

Year One (1)

 

$7,111.00+NNN

 

$7,467.00+NNN

Year Two (2)

 

$7,254.00+NNN

 

$7,617.00+NNN

Year Three (3)

 

$7,399.00+NNN

 

$7,769.00+NNN

Year Four (4)

 

$7,547.00+NNN

 

$7,925.00+NNN

Year Five (5)

 

$7,697.00+NNN

 

$8,082.00+NNN

Any monthly rent payment(s) received by Landlord on or after the seventh (7th) day of any month during the term hereof will be subject to the late charge pursuant to Section (a) of this Paragraph, and said late monthly rent payment(s) will be subject to the interest rate pursuant to Section (b) of this Paragraph. Monthly rent payment(s), and any other money payable to Landlord by Tenant in accordance with the terms and provisions of this Lease shall be considered paid on the business day said payment(s) is/are received by Landlord.

     (a)  Late Payment Charge : If Tenant shall fail to pay rent or any other amount due under this Lease when due, Tenant shall pay to Landlord, in addition to the interest provided for in Section (b) of this Paragraph, a late payment charge for each occurrence of an amount equal to five percent (5%) of each and every late payment. Tenant and Landlord both agree that it would be impractical and extremely difficult to calculate and prove the amount of damages whenever the Tenant is late in payment rent, and further that the late charge mentioned herein is a reasonable endeavor to estimate a fair compensation for loss which would be sustained by the Landlord upon default of the payment of rent by Tenant.

 

 

 

TENANT:                                         

 

LANDLORD:                                         

     (b)  Interest Rate on Delinquencies : If Tenant shall fail to pay rent within sixty (60) day s when due, such unpaid amounts shall bear interest at eighteen percent (18%) APR from due date.

     5.  Renewal Option. Tenant is hereby granted the exclusive right and option to renew this Lease for up an additional term of five (5) years, commencing from and after the expiration of the initial term of this Lease. This renewal option shall be upon the same terms and conditions as contained herein, except that the rent for such renewal option period shall be as follows:

 

 

 

 

 

 

 

Rent Amount When Paid on

 

Rent Amount When Paid After

 

 

First Day of Month Due

 

Seventh Day of Month Due

Option Year One (1)

 

$7,851.00+NNN

 

$8,244.00 +NNN

Option Year Two (2)

 

$8,008.00+NNN

 

$8,409.00+NNN

Option Year Three (3)

 

$8,169.00+NNN

 

$8,578.00+NNN

Option Year Four (4)

 

$8,332.00+NNN

 

$8,749.00+NNN

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Rent Amount When Paid on

 

Rent Amount When Paid After

 

 

    First Day of Month Due

 

   Seventh Day of Month Due

Option Year Five (5)

 

$8,499.00+NNN

 

$8,924.00 +NNN

This renewal option is subject to the condition that: (a) Tenant shall not be in material default of any provision of the Lease at the time this option is exercised; (b) Tenant shall be in good standing on any and all rental payments; (c) Tenant is occupying the demised premises at the expiration of the initial term.

To exercise this renewal option herein granted, Tenant shall give to Landlord notice in writing at least one hundred-twenty (120 ) days prior to the expiration of the initial term of this Lease of its election to exercise a renewal option herein granted, and it is expressly agreed by and between the parties hereto that time is of the essence in the giving of said notice.

In the event that Tenant is in default any of the provisions above or does not give written notice of exercise of the renewal option as provided for herein, this renewal option shall lapse and be of no further force or effect.

     6.  Security Deposit . Tenant, contemporaneously with the execution of this Lease, will deposit with Landlord the first month’s rent along with the sum of $7,697.00. Said latter sum shall be held by Landlord, without liability for interest, as security for the faithful performance by Tenant of all the terms, covenants and conditions in this Lease and promptly pay all of the rents herein provided for as it falls due and all other sums payable by Tenant to Landlord hereunder, said security deposit shall be returned to Tenant in full at the end of the term of this Lease.

     7.  Real Estate Taxes/Assessments. In addition to all rentals herein reserved, Tenant shall pay to Landlord all real estate taxes and assessments levied against the parcel upon which the demised premises is located. Tenant shall pay to Landlord said taxes and assessments in installments as provided for in Paragraph 14 herein, “Common Area Expenses.”

The term “real estate taxes” as used herein shall be deemed to mean all taxes imposed upon the real property and permanent improvements and all assessments levied against said property, but shall not include personal income taxes, personal property taxes, inheritance taxes, or franchise taxes levied against the Landlord, but not directly against said property, even though such taxes may become a lien against said demised premises.

Notwithstanding the above, during the initial term of this Lease, the Tenant shall not be responsible nor liable for any Real Estate Taxes/Assessments/Reassessments whatsoever which are incurred or result from actions taken by the Landlord, including, but not limited to, the sale, exchange or transfer for estate planning purposes, of all or any portion of the demised premises.

     8.  Option to Purchase the Demised Premises. Tenant shall have an option to purchase the demised premises and everything appurtenant thereto, for a purchase price of $1,127,920.00 (this price is if the Option is exercised during the fourth (4th) year of the Lease, this amount will increase by two percent (2%) each and every year thereafter). Tenant may exercise this option to purchase at anytime after the third (3 rd ) year of the initial term. The option

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to purchase, as well as the Lease, shall be fully assignable, transferable, and the “Memorandum of Lease Agreement with Option to Purchase” shall be recorded contemporaneously with the commencement of the lease term. “Memorandum of Lease Agreement with Option to Purchase” is marked Exhibit B , attached hereto, and incorporated herein by this reference.

     The purchase escrow shall be opened by Tenant and Landlord as soon as Tenant exercises its option to purchase, and escrow shall close no later than ninety (90) days from opening. Escrow fees shall be paid one-half by Tenant and one-half by Landlord. The terms of any sale shall be all cash payment, in the amount of the relevant option price at the time the option is exercised, at close of escrow.

     Tenant/Buyer shall be provided with a then current preliminary report at Landlord’s expense. Tenant shall approve or disapprove of any exceptions within 10 days. Landlord shall cure all disapproved exceptions prior to close of escrow. Tenant/Buyer shall receive a California Land Title Association [C.L.T.A.] policy issued by escrow holder at Landlord’s expense. Title shall be free of al liens and encumbrances subject to (1) a lien for real property taxes, bonds, and assessments not then due; and (2) easements and servitude previously of record; and exceptions approved by Tenant. Real property taxes and assessments, interest, rents, premiums on insurance, payments on bonds and assessments, etc., assumed by Tenant, shall be prorated between Tenant and Landlord as of the date of recordation of the grant deed. Any transfer tax or transfer fee(s) shall be paid by Landlord.

     Tenant shall cooperate with Landlord, and Landlord shall cooperate with Tenant in the event either desire to enter into an Internal Revenue Code, section 1031 tax-deferred exchange. Any such 1031 exchange shall not extend the escrow closing date, nor shall it cost the other party any additional sums or submit that party to any additional liability.

     Tenants’ ability to exercise this option to purchase shall be invalid if, at the time Tenant exercises its option to purchase, Tenant is in substantial and material default of any of the Lease terms. In the event Tenant determines not to exercise its option to purchase, the remaining Lease provisions shall remain in full force and effect.

     9.  Construction. Tenant shall be allowed, prior to commencement to the Lease term, to enter upon the demised premises for the purpose of completing Tenant’s improvements and fixturing. Plans and specifications for Tenant’s improvements shall be provided by Tenant at Tenant’s sole cost and expense. Said plans and specifications shall be subject to Landlord’s approval (which shall not be unreasonably withheld). Tenant’s improvements shall be completed to all building codes in force, by licensed contractors in a workmanlike manner, at Tenant’s sole cost and expense.

Tenant is taking the building in its current “cold shell” condition. Landlord shall reimburse Tenant for up to $30.00/sf for tenant improvements upon completion of said improvements.

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     10.  Alterations . Tenant shall not make or permit any other person to make any alterations to said demised premises without the written consent of Landlord first had and obtained. Should Landlord consent to the making of any alterations to said demised premises by Tenant, the alterations shall be made at the sole cost and expense of Tenant by a contractor or other person selected by Tenant and approved in writing before work commences by Landlord. Any and all alterations, additions, or improvements shall be made by licensed contractors in a workmanlike manner to all building codes in force and at Tenant’s sole cost and expense.

During the Term of this Lease and any fixturing period prior to commencement of the Lease Term, if required by Landlord, Tenant shall also provide security for the completion thereof in the form of a bond or other security satisfactory to Landlord. Tenant shall pay and settle all expenses and liabilities arising out of or in any way connected with any and all construction, repairs, alterations or maintenance of the demised premises, and all liens of mechanics and/or material men, and all liens of a similar character, arising out of or growing out of the construction, repair, alterations or maintenance of the demised premises.

Prior to the termination of this Lease or any extension thereof, Tenant shall be permitted to remove from the demised premises all Personalty (Tenant’s fixtures, furnishings, inventory and equipment on the demised premises whether nailed, screwed, or otherwise fastened to the demised premises, including without limitation shelving, racks, counters, computer equipment, terminals, satellite dish, building signage, monument and pole sign panels, alarm system, safe, telephone system, and testing equipment, but excluding HVAC equipment and light fixtures (collectively, the “Personalty”)) placed by it or by any subtenant on the demised premises, provided however, Tenant shall repair all damages caused by any such removal (except for small holes caused by nails, fasteners and the like). Any Personalty not so removed by Tenant prior to termination of this Lease or any extension thereof, shall become at once a part of the realty and belong to the Landlord without compensation to Tenant.

     11.  Parking and Common Facilities. Subject to the restrictions set forth herein, Landlord covenants that the common and parking areas of the parcel, upon which the demised premises is located, be available for the non-exclusive use of Tenant during the full term of this Lease and any extension of the term hereof, provided that the condemnation, other taking by any public authority, the sale in lieu of condemnation of any or all of such common and parking areas, or any requirement for compliance by any governmental authority of any ordinances which may supersede anything contained in this paragraph shall not constitute a violation of this covenant.

Tenant, in use of said common and parking areas, agrees to comply with such reasonable rules and regulations as Landlord may adopt from time to time for the orderly and proper operation of said common and parking areas, and Tenant shall enforce them against Tenant’s employees.

No parking of recreational vehicles or trucks shall be permitted in the parking area except for service and delivery purposes.

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     12.  Maintenance and Repair. Tenant shall, subject to Landlord’s obligations hereinafter provided, at all times during the term hereof, and at the Tenant’s sole cost and expense, keep, maintain and repair the building and other improvements upon the demised premises in good and sanitary order and condition including without limitation to, the maintenance and repair of any glass, windows and glazing, doors and storefronts, interior walls and partitions, floor coverings, plumbing, pipes, electrical wiring and conduits, ceiling, lighting fixtures including replacement of tubes, bulbs and ballasts, heating and air conditioning system(s). Tenant shall periodically sweep and clean the sidewalks adjacent to the demised premises as needed.

Tenant shall at all times maintain, at its expense, a maintenance agreement acceptable to Landlord on the heating and air conditioning units, and cause such units to be maintained at regular intervals during the term of this Lease.

Landlord shall maintain, at Landlord’s expense, in good repair the exterior walls, roof and sidewalks; however, any repairs to the roof necessitated by, or as a result of, penetrations in the completed roof caused by Tenant shall be made by Tenant at Tenant’s expense.

By entering into the demised premises Tenant shall be deemed to have accepted the demised premises as being in good and sanitary order, condition and repair and Tenant agrees on the last day of said term, or sooner termination of this Lease, to surrender the demised premises with appurtenances, in the same condition as when received, reasonable use and wear thereof, and damage by fire, act of God, or by the elements excepted.

     13.  Compliance with Laws, Rules and Regulations. Tenant shall, at its sole cost and expense, comply with all the requirements of all municipal, state and federal authorities now in force or which may hereafter be in force pertaining to the demised premises and use of said demised premises and shall faithfully observe in said use all municipal ordinances and state and federal statutes now in force or which shall hereafter be in force.

     14.  Common Area Expenses. Landlord agrees to cause the common areas to be kept in good and sanitary order and condition in order to maintain a neat, clean and orderly appearance at all times. Tenant shall pay to Landlord, in addition to all other rentals, all of the Landlord’s total reasonable costs and expenses incurred in operating, maintaining, and managing the demised premises and its common facilities, including but not limited to gardening and landscaping maintenance, maintenance and cleaning of parking lot and walkways, reserves for maintenance and replacements, the costs of public liability and property damage insurance, fire and extended coverage insurance, security protection, removal of trash, rubbish, garbage or other refuse, real estate taxes and assessments (Paragraph 7) and pro rata charges for water, sewer, common area lighting, and maintenance and repairs to lighted common area exterior signs including replacement of lighting elements, bulbs or tubes as needed.

6


 

A calculated estimate of Tenant’s pro rata share of Common Area Expenses and Real Estate Taxes (see Paragraph 7 herein) for the base year is $0.35/SF/month. This combined amount shall herein be referred to as “common area expenses”, “common area maintenance charges”, or “CAM.”

Tenant shall pay the estimated common area expenses with installments of base rent for each year to which the estimated common area expenses applies in monthly installments on the first day of each calendar month during such year, in advance. If at any time during the course of the calendar year, Landlord determines that common area expenses will apparently vary from the then estimated amount by more than ten percent (10%), Landlord may, by written notice to Tenant, revise the estimated common area expenses for the balance of such calendar year and Tenant shall pay Tenant’s pro rata share of the estimated common area expenses as so revised for the balance of the then current calendar year on the first of each calendar month thereafter.

“Common area expenses adjustment” shall mean the difference between estimated common area expenses and actual common area expenses for any calendar year determined as hereinafter provided. Within one hundred twenty (120) days after the end of each calendar year, or as soon thereafter as practicable, Landlord shall deliver to Tenant a statement of common area expenses for the calendar year just ended accompanied by a computation of common area expenses adjustment. If such statement shows that Tenant’s payment based upon estimated common area expenses is less than Tenant’s pro rata share of common area expenses, then Tenant shall pay to Landlord the difference within twenty (20) days after receipt of such statement. If such statement shows that Tenant’s payments of estimated common area expenses exceed Tenant’s pro rata share, then (provided that Tenant is not in default under this Lease), Landlord shall pay to Tenant the difference within twenty (20) days after the date of such statement. If this Lease has been terminated or the term hereof has expired prior to the date of such statement, then the common area expenses adjustment shall be paid by the appropriate party within twenty (20) days after the date of delivery of the statement.

Should this Lease commence or terminate at any time other than the first day of the calendar year, Tenant’s pro rata share of the common area expenses adjustment shall be prorated by reference to the exact number of calendar days during such calendar year for which Tenant is obligated to pay rent.

     15.  Utilities. Tenant shall pay before delinquent all charges for gas, heat, electricity, power, telephone services, water, sewer, garbage, and other services of utilities used in, upon, or about the demised premises by Tenant or any of its subtenants or licensees during the term of this Lease.

     16.  Entry and Inspection. Tenant shall have the right to peacefully hold and enjoy the demised premises without unreasonable hindrance or interruption by Landlord or any persons claiming by, through, or under Landlord, until the expiration of the lease term; however, Tenant shall permit Landlord and/or its agent to enter into and upon the demised premises at all reasonable times for the purpose of inspecting the same or for the purpose of maintaining the demised premises.

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Tenant shall permit Landlord at any time within ninety (90) days prior to the expiration of this Lease, or any extended term thereof, to place upon demised premises any usual or ordinary “For Lease” signs. During such ninety (90) day period, Landlord or its agents may, during normal business hours, enter upon demised premises and exhibit it to prospective tenants.

     17.  Assignment and Subletting. Tenant shall not assign this Lease or any interest therein, and shall not sublet the demised premises or any part thereof, or any right or privilege appurtenant thereto, without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld. Consent by Landlord to one assignment, subletting, occupation or use by another person, or entity, shall not be deemed to be consent to any subsequent assignment, subletting, occupation or use by another person or entity.

Consent by the Landlord to an assignment shall not release the originally named tenant from liability for the continued performance of the terms and provisions on the part of the Tenant to be kept and performed unless Landlord specifically releases originally named tenant from said liability.

Any assignment or subletting without the prior written consent of Landlord shall be void and shall, at the option of the Landlord, terminate this Lease. Neither this Lease nor any interest therein shall be assignable, as to the interest of Tenant, by operation of law, without the prior written consent of Landlord.

     18.  Default.

          (a) If Tenant fails to make any payment required by the provisions of this Lease, when due, or fails within thirty (30) days after written notice thereof to correct any breach or default of the other covenants, terms or conditions of this Lease, or if Tenant breaches this Lease and abandons the demised premises before the end of the term, Landlord shall have the right at any time thereafter to elect to terminate this Lease and Tenant’s right to possession hereunder. Upon such termination, Landlord shall have the right to recover against Tenant:

              &n


 
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