Contract
Exhibit
10.22
2007
AMENDMENT TO LEASE AGREEMENT
Whereas,
on or about the 9th day of September, 1971, Investors Equity of Iowa, Inc.,
as
the Original Landlord, entered into a Lease Agreement (the “Lease”) with West
Des Moines State Bank, now known as “West Bank”, as Tenant;
Whereas,
A. Xxxxx Xxxx, Xxxxx Xxxx, Xxxx Xxxxxx, and Xxxxxxx Xxxxxxxxx (collectively
“Landlords”) are successors to the Original Landlord; and
Whereas,
the Lease has been previously amended and Landlords and Tenant have agreed
to
further amend the Lease,
Now
therefore, in consideration of the mutual promises and covenants contained
herein, each for the other, Landlords and Tenant agree as follows:
1.
Extension
of Lease Term.
The
current term of the Lease, which commenced on the 1st day
of
May, 2002, shall be extended through the 30th day of April, 2014.
2.
Continuation
of CPI Adjustments.
As
provided in the Lease, there shall be a CPI adjustment to the rent paid by
Tenant effective on the 1st day of May, 2007. Effective on the 1st day of May,
2012, there shall be a Consumer Price Index (“CPI”) adjustment to the rent paid
by Tenant in the same manner that the CPI adjustment has been made for previous
five (5) year periods during the term of the Lease.
3.
Additional
Extensions.
Tenant
is hereby granted three (3) additional automatic extensions (“Additional
Extensions”) as described in paragraph XXV of the Lease, during which extension
periods all terms and provisions of the Lease shall apply as though the three
(3) automatic extensions had been granted in the Lease (unless the context
clearly requires a different meaning), except that: if increases in the unit
costs for gas and/or electricity during any year or years during the Additional
Extensions over such unit costs as of January 1, 2007, exceeds the increase
in
the CPI (used for the rent adjustments described above), Tenant shall pay to
Landlord an amount equal to a prorated share (based on the square feet of
rentable space demised to Tenant under the terms of the Lease to the total
rentable space in the building in which the demised space is located) of the
increase in such unit costs over the increase in the CPI for such
period.
4.
Option
to Purchase.
The
Option to Purchase the building in which the demised premises is located (but
not the underlying land) contained in Article XXVI of the Lease is hereby
deleted and in lieu thereof, Tenant is granted the Right of First Refusal to
purchase said building and land, as set forth in paragraph 5,
below.
5.
Right
of First Refusal.
Before
agreeing to sell the building in which the demised premises is located and
the
land on which it is situated [part of Xxx 00, Xxxxxxx Xxxx, an Official Plat,
in
West Des Moines, Iowa] (collectively the “West Bank Building”), Landlords (as
Landlords and as Palm Investors) shall first offer the West Bank Building for
sale to Tenant by submitting to Tenant a written proposal (the "Sale Proposal").
Tenant may within thirty (30) days thereafter, accept the Sale Proposal (the
“Right of First Refusal”). If Tenant fails to accept the Sale Proposal within
said thirty (30) day period, Landlords may sell the West Bank Building free
of
this Right of First Refusal on substantially the same terms and conditions
as
are set forth in the Sale Proposal. However, if Landlords thereafter receive
an
offer to buy the West Bank Building (“Offer to Buy”) on materially less onerous
terms than, or for a purchase price less than, either (i) the price contained
in
the Sale Proposal, or (ii) any counter offer to the Sale Proposal which may
have
been made by Tenant to Landlords, Landlords must give written notice to Tenant
of the receipt (and terms and conditions) of such Offer to Buy if Landlords
accept or intend to accept such Offer to Buy. Tenant may within five (5)
business days following receipt of such notice, elect to purchase the West
Bank
Building under the same terms and conditions as are contained in the Offer
to
Buy. Election to accept the Sale Proposal or to purchase under the same terms
and conditions as the Offer to Buy must be made by timely written notice to
Landlords. Failure to timely exercise this right of first refusal by accepting
the Sale Proposal or agreeing to purchase the West Bank Building under the
same
terms and conditions as the Offer to Buy, shall be deemed to be a waiver of
the
Right of First Refusal. If the West Bank Building is not sold within the one
hundred eighty (180) day period following receipt of the Sale Proposal by
Tenant, the West Bank Building shall not then be sold by Landlords without
first
giving another Sale Proposal to Tenant as first described above. This Right
of
First Refusal shall apply to subsequent sales of the West Bank Building by
Landlords’ successors and assigns during the term of the Lease, notwithstanding
the fact that Tenant has declined to purchase the West Bank Building under
the
provisions hereof with respect to a previous sale. This Right of First Refusal
shall not apply to any sale between Landlords, entities controlled by Landlords,
or parties related to Landlords, by blood or otherwise.
6.
Other
Terms.
All
other terms and conditions of the Lease shall remain in full force and
effect.
7.
Recordation.
This
Amendment shall not be filed or recorded by any party hereto with any city,
county, state or federal government office or agency, except as may become
necessary in the event of a bona fide legal proceeding which requires such
filing or recording. Each party agrees upon the request of the other party,
to
execute a memorandum of this Amendment in a form suitable for recording to
protect, preserve or enhance those rights of each party which are protected,
preserved or enhanced by such recordation.
8.
Enforceability.
In the
event any provision of this Amendment is rendered invalid or unenforceable
by
action of federal or state legislation or regulation issued in accordance with
law or declared null and void by a court of competent jurisdiction, the
remainder of this Amendment shall remain in effect.
9.
Entire
Agreement.
This
Amendment represents the entire understanding and agreement made between
Landlord and Tenant with respect to the subject matter hereof and supersedes
all
prior negotiations, correspondence, discussions, and understandings relating
to
the subject matter hereof, and may not be modified orally or in any other manner
than by an agreement in writing signed by all parties to this Amendment or
their
respective successors in interest.
10.
Notices,
Consents and Demands.
Notices
as provided for in this Amendment shall be in writing and shall be given to
the
parties hereto at their respective addresses designated on the first page of
this Amendment. All notices shall be deemed to have been given under the terms
of this Amendment when sent, if addressed as above designated, postage and/or
fees prepaid, by (i) registered or certified mail, return receipt requested,
by
the United States mail, or (ii) any national air courier service which requires
a signature from the recipient on delivery.
11.
Provisions
to Bind and Benefit Successors and Assigns.
Each
and every covenant and agreement herein contained shall extend to and be binding
upon the respective successors, heirs, administrators, executors and assigns
of
the parties hereto.
FOR
LANDLORDS and PALM INVESTORS
|
|||
By: /s/ Xxxxxxx X. Xxxxxxxxx | |||
Xxxxxxx
X. Xxxxxxxxx, for Landlords and Palm Investors, as to
paragraph 5
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FOR TENANT: WEST BANK | |||
By: /s/ Xxxxxx X. Xxxxxx | |||
Xxxxxx X. Xxxxxx, Executive Vice President |