Exhibit
10.11


 


LEASE


 


1.               LEASE:  This LEASE is made and entered into on
June 22, 2004, between Robert & Elise Olson and Randolph Ramsay &
Lizbeth Gladwill, hereinafter referred to as Lessor, and Mission Community Bank, hereinafter
referred to as Lessee.


 


2.               PREMISES:  Lessee had inspected the Premises, described
as 3480 South Higuera St. San Luis Obispo, CA 93401, Suites 100 and 110, and
accepts them in their present condition as a “shell” facility, further to be
improved to a mutually agreeable standard for occupancy as a bank loan
production office. (See attached “Lessee / Lessor Improvements”) Lessee hereby
rents the Premises in an “as is, where is” condition, with all faults, whether
latent or patent. Lessor makes no representations or warranties to Lessee with
regard to the Premises, express or implied, including but not limited to
warranties of fitness for a particular purpose. Any reference, either verbal or
written, to the actual size of the Premises is based on the “gross square
footage” of the suite and is an approximation. Lessee agrees to maintain the
Premises in good condition and repair at his own expense, including, light
fixtures, HVAC filters & maintenance, window coverings and phone / data
circuits that may be required for his business.


 


3.               TERM:  The Term of this lease is Five (5) years, commencing on (See attached
“Lessee Improvements”) July 1, 2004,
and terminating at midnight on June 30, 2009, unless extended or sooner
terminated as provided for in this lease.


 


4.               OPTION:


 


5.               RENT:
The monthly rent for the Premises shall be
$6,000.00 per month. Rent shall be abated until certificate of
occupancy is issued and prorated as necessary. Rent shall be paid in advance on
the first day of each calendar month of occupancy, and shall be paid without any
deduction or offset whatsoever.  Rents
should be mailed or hand delivered to: Olson / Ramsay @ 855 Capitolio Way, San
Luis Obispo, Ca. 93401. Lessee acknowledges that late payment of Rent due from
Lessee to Lessor will cause Lessor to incur costs not contemplated by this
Agreement, the exact amount of such costs being extremely difficult and
impractical to ascertain.  Such costs
include, without limitation, processing and accounting charges, and late
charges that may be imposed on Lessor. Therefore, if any installment of Rent
due from Lessee is not received by Lessor when due, Lessee shall pay to Lessor
the additional sum of 5% of the rent as a late charge.  The parties agree that this late charge
represents a fair and reasonable estimate of the costs that Lessor will incur
by reason of late payment of Rent by Lessee. Acceptance of any late charge
shall not constitute a waiver of Lessee’s default with respect to the overdue
amount, nor prevent Lessor from exercising any other rights and remedies
available to Lessor.


 


6.               PERIODIC
COST-OF-LIVING ADJUSTMENT.  The rent
will be adjusted using The Consumer Price Index for all urban consumers (CPI-U
base year 1982-84) The new rate will be determined by multiplying the current
rent by the most recently reported annual average change in effect the month
prior to the new term. At no time will the new rent be less than the rent of
the previous term and at no time will the rent increase be greater than (4)% Percent. The annual adjustment will be memorialized by
the execution of an amendment to this lease stating the new monthly rent.


 


7.               SECURITY
DEPOSIT:  An amount equal to one
months rent, or $6,000.00.  Lessee shall deposit with Lessor upon the
execution hereto the Security Deposit as security for Lessee’s faithful performance
of Lessee’s obligations under this Agreement. If Lessee fails to pay rent or
other charges due hereunder, or otherwise defaults under this Agreement, Lessor
may use, apply or retain all or any portion of the Security Deposit for the
payment of any amount due Lessor or to reimburse or compensate Lessor for any
liability, cost, expense, loss or damage (including attorney’s fees) which
Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or
any portion of the Security Deposit, lessee shall within ten (10) days after
written request therefore deposit moneys with Lessor sufficient to restore the
Security


 
















 


Deposit to the full amount required by this Agreement. Lessor shall not
be required to keep all or any part of the Security Deposit separate from its
general accounts. Lessor shall, at the expiration or earlier termination of the
term hereof and after Lessee has vacated the Premises, return to Lessee, that
portion of the Security Deposit not used or applied by Lessor. Unless otherwise
expressly agreed in writing by Lessor, no part of the Security Deposit shall be
considered to be held in trust, to bear interest or other increment for its
use, or to be prepayment for any moneys to be paid by Lessee under this Lease.


 


8.               USE OF PREMISES:  The Premises shall be used for bank loan
production office with ATM and night drop on site and for no other purpose
without the prior written consent of Lessor.


 


9.               PERSONAL
PROPERTY TAXES:  Lessee shall pay
prior to delinquency all taxes assessed against and levied upon the trade
fixtures, furnishings, equipment and other personal property of the lessee
contained within the Premises. Lessor shall pay all real property taxes for the
Premises.


 


10.         UTILITIES:  Lessor: Common area, water, and irrigation,
electric and janitorial. Lessee: Suite interior, electric, gas, phone and
interior janitorial including windows.


 


11.         ALTERATIONS:  Lessee shall not, without lessor’s prior
written consent, make any alterations, improvements or additions in or about
the Premises.


 


12.         INSURANCE:  Lessee shall keep in full force and effect a policy of public liability and property damage
insurance with respect to the Premises and the business operated by Lessee,
with limits satisfactory to Lessor, and with Lessor named as additional
insured. Lessee shall provide Lessor with acceptable proof of insurance.


 


13.         ATTORNEY’S FEES:  Should Lessor or Lessee bring legal
proceedings against the other for the enforcement of any provisions of this
Lease, the prevailing party in such action shall be awarded reasonable
attorneys fees.


 


14.         ASSIGNMENT AND
SUBLETTING:  Lessee shall not
voluntarily or by operation of law assign, transfer, sublet, mortgage, or
otherwise transfer or encumber all of any part of Lessee’s interest in this Lease
or in the Premises without the prior written consent of Lessor.


 


15.         INDEMNITY:  Lessee shall indemnify and hold Lessor
hannless from all claims and liabilities for death or injury to persons or
damage to property occasioned by the acts, omissions, or conduct of Lessee, its
agents, guests or invitees, occurring during the term of this Lease in, on, or
about the Premises. Lessee hereby assumes all risk of damage to property or
injury to persons in or about the Premises.


 


16.         SIGNAGE:  Signage to be installed at designated
locations within the property, matching established sign standards. (To be
determined) Signage installed at the expense of Lessee. No additional signage
will be allowed without prior written consent of Lessor.


 


17.         SURRENDER:  On the last day of the term of this Lease,
Lessee shall surrender the Premises to Lessor in good condition, clean,
ordinary wear and tear excepted.


 


18.         BINDING ON SUCCESSORS
AND ASSIGNS:  Each provision of this
Lease performable by Lessee shall be deemed both a covenant and condition. The
terms, conditions and covenants of this Lease shall be binding upon and shall
inure to the benefit of each of the parties hereto, their heirs, personal
representatives, successors and assigns, subject to Sections 12 above.


 


19.         NON DISTURBANCE OF
LEASE:  If the Lessor sells or
transfers the property the lease shall continue with the same force and effect
as if the new owner of the property had entered into the lease and the terms of
the lease and lessee’s leasehold estate shall not be terminated, disturbed, or
adversely affected, except as according to the lease.


 


20.         DEFAULT:  Upon the occurrence of any of the following
events, Lessor shall have the remedies set forth in section 20.1 below:


 


(a)  The failure by Lessee to make any payment of
rent or other payment required to be made by Lessee hereunder, as and when due,
when such failure shall continue for a period of three (3) days after written
notice thereof from Lessor.


 


(b)  The failure by Lessee to
perform any other provision of the Agreement if the failure to perform is not
cured within five (5) days after written notice has been given to Lessee. If
the default cannot reasonably be cured within five (5) days, Lessee shall not
be in default of this Agreement if Lessee commences to cure the default within
the five (5) day


 
















 


period and diligently and in good faith continues to cure the default
hereafter.


 


(c)  Abandonment and vacating of the Premises by
Lessee. Abandonment is herein defined to include but is not limited to, the failure
by Lessee to occupy and operate the Premises for five (5) consecutive days,
absent an insured or uninsured event.


 


20.1 Upon the occurrence of the events sets forth in
section 20, Lessor shall have the option to take any or all of the
following actions without further notice or demand of any kind to Lessee or any
other person. These remedies are not exclusive; they are cumulative, and in
addition to any remedies now or later allowed by law:


 


(a)  Right to Possession Terminated. Lessor
may terminate this Agreement and Lessee’s right to possession to the premises
at any time. No act by Lessor (including acceptance of keys) other than giving
written notice to Lessee shall constitute termination, Lessor shall have the
term hereof and acceptance of surrender of the Premises. Upon termination,
Lessor shall have the right to recover the amounts specified in California Civil
Code Section 195 1.2, including the worth at the time of the award of
the amount by which the unpaid rent for the balance of the term after the time
of award exceeds the amount of such rental loss for the same period that Lessee
proves could be reasonably avoided. The “worth at the time of the award, “ as
used in Civil Code Section 1951.2(a) (1) and (2) shall be computed
by allowing interest at the maximum rate and individual is permitted by law to
charge. As used in Civil Code Section 1951.2 (a) (3) the “worth at
the time of award” shall be computed by discounting such amount at the discount
rate of the Federal Reserve Bank of San Francisco at the time of ward plus one
percent (1%).


 


(b)  Right to Relet Premises. Lessor
shall have right to recover rent as it becomes due, and shall have the right to
reenter the Premises and relet them for Lessee’s account. Reletting may be for
part or all of the Premises and for a period shorter or longer than the
remaining term of this Agreement. Lessee shall be liable to Lessor for
commercially reasonable costs incurred by Lessor in reletting, maintaining or
preserving the Premises, for the difference between rent due under this
Agreement and such amount as Lessor receives form reletting the Premises, and
for all costs incurred due to Lessee’s breach of any other provision of this
Agreement. Rent that Lessor receives from reletting shall be applied to the payment
of: (1) any indebtedness from Lessee to Lessor other than rent due from Lessee;
(2) all commercially reasonable costs, including for maintenance and repairs,
incurred by Lessor in reletting; and (3) rent due and unpaid under this
Agreement. In no event shall Lessee be entitled to any excess rent received by
Lessor.


 


(c)  Cure of Lessee Default. At any
time after Lessee commits a default of this Agreement, Lessor may cure the
default at Lessee’s cost. If Lessor at any time, by reason of Lessee’s default,
pays any sum or does any act that requires the payment of any sum, the sum paid
by Lessor shall be deemed additional rent and be due immediately from Lessee to
Lessor. Interest thereon shall accrue at the maximum rate an individual is
permitted by law to charge from the day such sum is paid by Lessor until the
day such sum is paid by Lessee.


 


20.2   An event of default shall occur
upon (1) the making by Lessee of any general arrangement for the benefit of
creditors, (2) Lessee’s becoming a debtor as defined in 11 U.S.C.
Section 101 or any successor statute hereto, (3) the appointment of a
trustee or receiver to take possession of substantially all of Lessee’s assets
located at the Premises or of Lessee’s interest in the Agreement, where
possession is not restored to Lessee within thirty (30)


 
















 


days, or (4) the attachment, execution or other judicial seizure of
substantially all of Lessee’s assets located at the Premises or of Lessee’s
interest in the Agreement, where such seizure is not discharged within thirty
(30) days.


 


21.         NOTICES:  All notices shall be in writing or personal
service addressed as follows:


 


To Lessor at: Olson / Ramsay       855
Capitolio Way, San Luis Obispo, Ca 93401


	
  To
  Lessee at:

  	
  Mission
  Community Bank

  
	
   

  	
  Anita
  Robinson, President & CEO

  
	
   

  	
  581
  Higuera Street

  
	
   

  	
  San
  Luis Obispo, CA 93401

  



 


22.         WAIVERS:  No waiver by Lessor of any provision hereto
shall be deemed a waiver of any other provision hereof or of any subsequent
breach by Lessee of the same or any other provisions.


 


23.         TIME:  Time is of the essence of this Lease.


 


24.         REPAIR:  Lessee, at its expense, shall maintain in
good order and repair all interior portions of the Premises in a good and safe
operating condition, and Lessee shall make all repairs to any interior
improvements of any kind, excluding those of a structural nature (which are
caused by structural failures, such as foundation settlement or movement), or
those which involve the clean-up or containment of any environmental hazard or
material on, under or about the Premises not caused by Lessee, except such as
may be caused by the gross negligence or willful misconduct of Lessor, its
agents or employees.  On the last day of
the term hereof, Lessee will surrender the Premises to Lessor in a state of
good repair, with reasonable wear, tear and obsolescence being excepted.


 


25.         INSPECTION:  Lessor may go upon the Premises subject to 24
hours verbal notice excluding emergencies for the purpose of inspection of
performance by Lessee of the terms and conditions of this Agreement only
accompanied by a bank corporate officer.


 


26.         WASTE; NUISANCE;
DAMAGE:  Lessee shall not use the
Premises in any manner that will constitute ways to nuisance or unreasonable
annoyance to owners or occupants of adjacent properties. Lessee shall not do
anything on the Premises that will cause permanent damage to all or any portion
of the Premises.


 


27.         WAIVER:  Waivers of any covenant, term, or condition
contained herein by either party shall not be construed a waiver of any
subsequent breach of the same covenant, a term or condition. The consent or
approval by either party to or of any act by either party requiring further
consent or approval shall not be deemed a waiver or render unnecessary their
consent or approval to or of any subsequent similar acts.


 


28.         ENTIRE AGREEMENT:  this agreement contains all of the
understanding and agreement of whatsoever kind and nature existing between the
parties hereto with respect to this agreement, and the rights, interests,
understandings, agreements and obligations of the respective parties and their
prior oral agreements.


 


	
  “LESSOR”

  	
  “LESSEE”

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Rob Olson

  	
  6/22/04

  	
   

  	
  /s/ Anita Robinson

  	
  6/22/04

  	
   

  
	
  By: ROB OLSON

  	
  Date

  	
   

  	
  By: 

  	
  Mission Community Bank

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Anita Robinson,
  President

  	
   

  
								



 


 


	
  /s/ [ILLEGIBLE]

  	
  6/22/04

  	
   

  	
   

  
	
  By:

  	
  Date

  	
   

  	
   

  



 
















 


Lessor / Lessee
Improvements


 


•


 


•


 


•


 


Lessor to complete the following improvements.


•     Plans and permits. Our
Architect, Jeff Dillon, with work with both parties to develop a workable plan
in a timely manner. Lessor will be looking for a flexible plan that allows for
future expansion of private offices. Both parties to approve
plans.


•                  Build second floor in Suite 100.


•     Complete interior improvements through paint.


•     Two bathrooms complete.


•     Break room with sink adjacent to bathroom.


•     Conference room and up to 3 private offices, A TM closet, phone data
closet.


•     Set up electrical wiring and data conduits for modular partitions,
(these will be fed from T -bar ceiling with poles provided and installed by
others)


•     HV AC, electrical, fire sprinklers, complete.


 


Lessee to complete the
following.


•     Obtain necessary use permit for their occupancy.


•     Install carpet and base cove of their choice.


•     Install modular partitions and associated wiring.


•     Install data, phone and security wiring as required. (conduits and lor t-bar
access provided by Lessor)


•     Install ATM. (Building exterior to be restored to original condition
upon removal of ATM)


•     Install any approved signage.


 


Parking


•


 


Lessee will be allowed 11 parking spaces as their pro-rata share of
available parking within the project. Two spaces will be designated ATM only.
Lessee may have to require some employees to park off-site.