EXHIBIT 10.8
HERITAGE PLAZA
OFFICE LEASE
OFFICE LEASE
ARTICLE 1
PARTIES
1.1 This Lease, made this 16 day of April, 2004
between, AGUA CALIENTE DEVELOPMENT AUTHORITY , Lessor, and
CANYON NATIONAL BANK , Lessee.
ARTICLE 2
LEASED
PREMISES
2.1 Lessor does hereby lease to Lessee, and Lessee
does hereby lease from Lessor Unit B 101-4 , consisting of
3,840 rentable square feet and more particularly set out in
EXHIBIT “2.1” attached hereto, in that certain project
known as HERITAGE PLAZA and located at 901 East Tahquitz Canyon
Way, Palm Springs, California, hereinafter called
“Premises.”
ARTICLE 3
USE
3.1 The Premises are to be used for the operation of
banking , and for no other purpose without the prior written
consent of Lessor, which shall not be unreasonably
withheld.
ARTICLE 4
COVENANTS
4.1 It is mutually agreed that the letting hereunder
is upon and subject to the following terms, covenants and
conditions, and Lessee covenants as a material part of the
consideration for this Lease to keep and perform each and all of
said terms, covenants and conditions by him to be kept or
performed, and that this Lease is made upon the condition of such
performance.
ARTICLE 5
TERM
5.1 Term of Lease
. The term of this Lease
shall be for five years , and shall commence on the
1st day of August 2004 , and shall terminate on the
31st day of July 2009. The delivery of possession is
subject to and contingent upon the surrender of the Premises by the
existing occupant, if any.
5.2 Option to Extend
. Provided Lessee is not
in default hereunder, Lessee shall have the option to extend the
term of this Lease for 5 years commencing on the expiration
of the full term specified herein. The rent shall be subject to a
3% yearly increase for each option period. Lessee shall
exercise said option by giving Lessor written notice of
Lessee’s desire to do so at least six (6) months
prior to the expiration of the prime term specified
herein.
5.3 Additional Option to
Extend. Lessee shall have
the option to extend the lease for two additional 5 year
terms.
ARTICLE 6
RENT, LATE CHARGE AND
INTEREST
6.1 Rent .
Rent shall be paid to Lessor in
lawful money of the United States of America to Lessor at such
place as Lessor may designate, free from all claims, demands or
setoffs against Lessor of any kind or character whatsoever, as
follows:
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Period
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Rent
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Year 1
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08-01-04 to 07-31-05
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$
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6,415.00 monthly
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Year 2
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08-01-05 to 07-31-06
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6,607.0 “
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Year 3
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08-01-06 to 07-31-07
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6,806.00 “
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Year 4
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08-01-07 to 07-31-08
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7,010.00 “
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Year 5
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08-01-08 to 07-31-09
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7,220.00 “
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6.2 Late
Charge . In the event that Lessor
receives any rent installment later than the 15
th
day of
the month, Lessee shall be liable for an additional amount,
assessed as a later charge, equal to five percent (5%) of such
rent installment period.
6.2 Interest on Delinquent
Amounts . In addition
to the late charge described above, in the event any monthly rental
installment is received by Lessor later than the 30th day of the
month, Lessee shall be liable to Lessor for interest on such
monthly rental installment at ten percent (10%) per
annum.
ARTICLE 7
HOLDING
OVER
7.1 If Lessee holds possession of the Premises after
the term of this Lease with Lessor’s prior written consent
(which may be unreasonably withheld), Lessee shall become a tenant
from month to month upon the terms and conditions herein specified,
so far as applicable, at a monthly rental equal to one hundred
fifty percent (150%) of the current monthly rental, in lawful
money, and shall continue on a month-to-month basis until sixty
(60) days after Lessee shall have given to Lessor, or Lessor
shall have given to Lessee, a written notice of intention to
terminate such monthly tenancy.
ARTICLE 8
USES
PROHIBITED
8.1 The premises shall not be used except for the
purposes specified in Article 3 hereof. Lessee shall not do or
permit anything to be done in or about the premises, nor bring nor
keep anything therein which will in any way affect fire or other
insurance upon the building, or any of its contents, or which shall
in any way conflict with any law, ordinance, rule or regulation
affecting the occupancy
and use of the premises, which are or may
hereafter be enacted or promulgated by any public authority, or in
any way obstruct or interfere with the rights of other tenants of
the building, or injure or annoy them, nor use, nor allow the
premises to be used, for any improper, immoral, unlawful or
objectionable purpose, or for any kind of eating house, or for
sleeping purposes, or for washing clothes, or cooking
therein.
ARTICLE 9
SECURITY
DEPOSIT
9.1 Lessee currently has on deposit with Lessor the
sum of Three Thousand Two Hundred Dollars and 00/100 ($
3,200.00 ). Said sum shall be held by Lessor as security for
the faithful performance by Lessee of all terms, covenants, and
conditions of this Lease to be kept and performed by Lessee. Upon
each notification of increase of Base Rent under this Lease or any
renewals or extensions hereof, Lessee may be asked to increase its
security deposit so that the dollar amount of said security deposit
is equal to or more than Base Rent. If Lessee defaults in the
payment, performance or observance of any of its obligations under
this Lease (including, but not limited to rent payment obligations
hereunder), Lessor may (but shall not be required to) use, apply or
retain all or any portion of the security deposit for the payment
of any rent or sum in default, or for the payment of any amount
which Lessor may spend or become obligated to spend by reason of
Lessees’ default. If any portion of the security deposit is
so used or applied, Lessee shall, within five (5) days after
written demand therefore, deposit cash with Lessee in an amount
sufficient to restore the security deposit to its original amount,
and Lessee’s failure to do so shall be a material breach of
this Lease. Lessor shall not be required to keep the security
deposit separate from its general funds and Lessee shall not be
entitled to interest on said deposit. If Lessee shall fully and
faithfully perform each of its obligations under this Lease, the
security deposit or any balance thereof shall be returned to Lessee
(or, at Lessor’s option, to the last assignee of
Lessee’s interest hereunder) at the expiration of the Term of
this Lease (or any renewal term which Lessor has agreed to in
writing). In the event of the termination of Lessor’s
interest in this Lease, Lessor shall transfer the security deposit
to Lessor’s successor in interest, and Lessor shall
thereafter have no further liability to Lessee with respect
thereto.
ARTICLE 10
UTILITIES AND
MAINTENANCE
10.1 Premises .
Lessee shall pay any and all charges
and costs for all gas, heat, light, power, telephone service,
janitorial services and any and all other utilities serving the
Premises.
10.2 Common Area
. Utilities and other
expenses necessary to maintain and service the common area,
including but not limited to outside yard lighting, landscaping
maintenance and water shall be paid by Lessor.
ARTICLE 11
ASSIGNMENT AND
SUBLETTING
11.1 Landlord’s
Consent . Lessee will
not assign, mortgage or hypothecate this Lease or any interest
therein, or permit the use of the premises by any person or persons
other than Lessee, or sublet the Premises, or any part thereof,
without the written consent of Lessor. Consent to any such
assignment or subletting shall not operate as a waiver of the
necessity for consent to any subsequent mortgage, hypothecation,
assignment or subletting, and the terms of such consent shall be
binding upon any person holding by, under or through Lessee. The
Lessor will not unreasonably withhold its consent to an assignment
or subletting. Lessor shall be entitled to request and review
financial information of the proposed assignee or sub
lessee.
11.2 Condition to Consent
. As a condition to its
consent, Lessor may require Lessee to pay all expenses in
connection with the assignment, including reasonable
attorney’s fees, and Lessor may require Lessee’s
assignee to assume in writing the obligations of Tenant under this
Lease.
ARTICLE 12
MAINTENANCE, REPAIRS AND
ALTERATIONS
12.1 Lessor Improvements
. Prior to Lessee taking
possession of the Premises, Lessor shall perform the following
improvements: to be determined
12.2 Maintenance and Repairs
by Lessee . Lessee
agrees during the term hereof to keep and maintain the Premises and
every part thereof in first class condition and repair, including,
without limiting the foregoing, all fixtures, interior walls,
telephone lines servicing Lessee’s premises, floors,
ceilings, sides, all interior building appliances and similar
equipment, windows, doors, plate glass, electrical, plumbing and
air conditioning equipment. Lessor will pay any repairs to air
conditioning equipment required prior to November 1,
2004. The provisions of Section 1932, Subsection 4 of
Section 1933, and Sections 1941 and 1942 of the Civil Code of
California shall not be applicable to this Lease and Lessee hereby
waives the benefits of said provisions.
12.3 Consent of Lessor to
Alterations . Lessee
shall make no installations, additions, or improvements in or to
the Premises, except as otherwise authorized in this Lease, or
structural alterations or changes either to the interior or
exterior of the building on the Premises, or in the bearing walls,
supports, beams, or foundations, without the written consent of the
Lessor, which shall not be unreasonably withheld.
12.4 Lessee to Pay Alteration
Cost . All
installations, additions, or improvements, and alterations and
changes made with the consent of the Lessor after Lessee occupies
the Premises shall be made at the sole cost and expense of
Lessee.
12.5 Alterations Required by
Law . If, during the
term of this Lease, any additions, alterations, or improvements in
or to the Premises, as distinguished from repairs, are required by
governmental regulations because of the use to which the Premises
are put by Lessee and not by reason of the character or structure
of the building, they shall be made and paid for by
Lessee.
12.6 Surrender or Removal of
Improvements . All
alterations, additions, or improvements which are made in or to the
Premises shall be delivered up and surrendered to Lessor upon the
termination of this Lease, unless prior to such termination Lessor
gives Lessee written notice to remove some or all thereof, in which
case Lessee shall cause the items so designated to be removed and
the Premises to be restored to their condition at the commencement
of Lessee’s business, normal wear and tear excepted, all at
the expense of Lessee.
12.7 Mechanic’s
Liens . Lessee agrees
to pay promptly for all labor done or materials furnished for any
work of repair, maintenance, improvements, alterations, or
additions done by Lessee in connection with the Premises, and to
keep and to hold the Premises free, clear, and harmless of and from
all liens that could arise by reason of any such work. If any such
lien shall at any time be filed against the Premises, Lessee shall
either cause the same to be discharged of record within twenty
(20) days after the date of filing the same, or if Lessee in
its discretion and in good faith, determines that such lien should
be contested, Lessee shall furnish such security as may be
necessary or required to prevent any foreclosure proceedings
against the Premises during the pendency of such contest. If Lessee
shall fail to discharge such lien within such period or fail to
furnish such security, then, in addition to any other right or
remedy, Lessor may, but shall not be obligated to, discharge the
same, either by paying the amount claimed to be due or by procuring
the discharge of such lien by deposit in court or by giving
security or in such other manner as is or may be prescribed by law.
Lessee shall repay to Lessor on demand all sums disbursed or
deposited by Lessor pursuant to the foregoing provisions hereof,
including Lessor’s costs, expenses, and reasonable
attorneys’ fees incurred by Lessor in connection therewith.
Nothing contained herein shall imply any consent or agreement on
the part of the Lessor to subject Lessor’s interest in the
property, of which the Premises are a part of, to liability under
any mechanic’s lien law.
12.8 Notice of
Non-Responsibility . Lessor shall at all times have the right to post
and to keep posted on the demised premises such notices provided
for under the laws of the State of California for the protection of
the Premises from Mechanic’s Liens or liens of a similar
nature.
ARTICLE 13
DESTRUCTION OF PREMISES FROM
FIRE OR ACT OF GOD
13.1 Hold Harmless
. Lessee and Lessor shall
hold each other harmless from all damages to the Premises arising
from fire or other casualty occasioned by the act, negligence or
fault of or omission of the other party, its agents, servants or
employees or invitees.
13.2 Total Destruction
. Without limiting the
generality of the foregoing, if the premises or the building
wherein the same are situated shall be destroyed by fire or other
cause, or be so damaged thereby that they are untenantable and
cannot be rendered tenantable within ninety (90) days from the
date of such destruction or damage, this Lease may be terminated by
Lessor or Lessee by written notice.
13.3 Partial Destruction
. In case the damages or
destruction be not such as to permit a termination of the Lease as
above provided, then a proportionate reduction shall be made in the
rent herein reserved corresponding to the time during which and to
the portion of the Premises of which Lessee shall be deprived of
possession.
ARTICLE 14
ENTRY AND
INSPECTION
14.1 Lessee will permit Lessor and Lessor’s
agents to enter into and upon the Premises at all reasonable times
for the purpose of inspecting the same, or for the purpose of
protecting Lessor’s reversions, or to make alterations or
additions to the Premises or to any other portion of the building
in which the Premises are situated, or for maintaining any service
provided by Lessor to Lessee hereunder, if any, without any rebate
of rent to Lessee for any loss of occupancy or quiet enjoyment of
the Premises, or damage, injury or inconvenience thereby
occasioned, and will permit Lessor at any time within ninety
(90) days prior to the expiration of this Lease to bring upon
the Premises, for purposes of inspection or display, prospective
tenants thereof.
ARTICLE 15
HOLD HARMLESS AND LIABILITY
INSURANCE
15.1 Non-Liability of
Lessor . Lessor shall
not be liable to Lessee for any injury or damage that may result to
any person or property by or from any cause whatsoever, and without
limiting the generality of the foregoing, whether caused by water
leakage of any character from the roof, walls, basement or other
portion of the Premises, or caused by gas, fire, oil, electricity,
or any cause whatsoever,