Exhibit 10.20
OFFICE LEASE
1. THIS LEASE, dated December 2, 1996, is between Xxxxxxx Kiowa,
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Inc., a corporation organized under the laws of the State of Colorado
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hereinafter called the Landlord, and Colorado Business Bank, N.A., hereinafter
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called the Tenant. The Landlord does hereby demise and lease unto the Tenant
the premises known and described as 0000 X. Xxxx Xxxxxx, in the City of
Littleton, State of Colorado, for the term of Seven Years plus Option (See
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Additional Provisions)
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Term beginning on February 1, 1997, and ending on January 31, 2004, unless the
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term hereof shall be sooner terminated as hereinafter provided.
Rent 2. IN CONSIDERATION of the rent and the performance of the covenants
and provisions herein, the Tenant agrees to pay to the Landlord as rent for the
full term aforesaid, the sum of $148,176 plus (See Additional Provisions),
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payable as follows: 84 consecutive monthly installments of $1,764.00 each,
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beginning February 1, 1997
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which said sums shall be due and payable in advance on the first day of each and
every calendar month during said term at the office of the Landlord at 0000 X.
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Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 or at such other location as the Landlord
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may designate in writing.
Security 3. The Landlord acknowledges receipt of a security deposit in the
amount of
Deposit $1,764.00.
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SERVICES
4. The Landlord and Tenant agree, as follows:
The Tenant shall keep all the improvements upon the Premises, including but
not limited to, structural components, interior and exterior walls, floors,
ceiling, roofs, sewer connections, plumbing, wiring, and glass in good
maintenance and repair at Tenant's expense. Tenant shall notify the Landlord of
any condition upon the Premises requiring repair. The Tenant shall heat the
demised premises whenever necessary during reasonable business hours or
customary heating season.
CHARACTER OF OCCUPANCY
5. Tenant agrees that the demised premises shall be used and occupied only as
Commercial Bank in a careful, safe and proper manner, and that Tenant will pay
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on demand for any damage to the premises caused by the misuse of same by Tenant,
or Tenant's agents or employees.
Tenant agrees that Tenant will not use or permit the demised premises to be
used for any purposes prohibited by the laws of the United States or the State
of Colorado, or the ordinances of the City or County in which the property is
located.
Tenant will not use or keep any substance or material in or about the
demised premises which may vitiate or endanger the validity of the insurance on
said building or increase the hazard of the risk, or which may prove offensive
or annoying to other tenants of the building.
Tenants will not permit any nuisance in the demised premises.
ALTERATIONS
6. The Landlord shall have the right at any time to enter the demised premises
to examine and inspect the same.
Tenant shall make no alterations in or additions to the demised premises
without first obtaining the written consent of Landlord. Tenant shall permit no
liens to be attached to the property as a result of any alterations. All
additions or improvements made by the Tenant (except only movable office
furniture) shall be deemed a part of the real estate and permanent structure
thereon and shall remain upon and be surrendered with said premises as a part
thereof at the end of the said term, by lapse of term, by lapse of time, or
otherwise.
SUBLETTING
7. Tenant agrees that it will not sublet the demised premises, or any part
thereof, nor assign this lease, or any interest therein, without first obtaining
the written consent of the Landlord, which consent shall not be unreasonably
withheld. This provision shall not apply to any change in controller ownership
of tenant, whether by merger, consolidation liquidation or otherwise, or to
affiliate organization.
INSOLVENCY
8. Any assignment for the benefit of creditors or by operation of law shall
not be effective to transfer any rights hereunder to the said assignee without
the written consent of the Landlord first having been obtained.
It is further agreed between the parties hereto that if Tenant shall be
declared insolvent, or if any assignment of Tenant's property shall be made for
the benefit of creditors or otherwise, or if Tenant's leasehold interest herein
shall be levied upon under execution, or seized by virtue of any writ of any
court of law, or a Receiver be appointed for the property of Tenant, whether
under the operation of State or Federal statutes, then and in any such case,
Landlord may, at its option, terminate this lease and retake possession of said
premises, without being guilty of any manner of trespass or forcible entry or
detainer, and without the same working any forfeiture of the obligations of
Tenant hereunder.
In case the Tenant is adjudicated a bankrupt, or proceeds or is proceeded
against under any State or Federal laws, for relief of debtors, or in case a
receiver is appointed to wind up and liquidate the affairs of the Tenant, the
Landlord, at its election, shall have a provable claim in bankruptcy or
receivership in an amount equal to at least the sum of the last 12 monthly
payments of the rental provided for herein, which sum is fixed and liquidated by
the parties hereto as the minimum amount of said damages sustained by the
Landlord as a result of the bankruptcy or receivership of the Tenant, and the
amount of said damages may be satisfied, at the election of the Landlord, out of
any moneys or securities deposited hereunder as security for the payment by the
Tenant of the rent herein provided for.
DEFAULT
9. If the Tenant shall be in arrears in payment of any installment of rent, or
any portion thereof, or in default of any other covenants or agreements set
forth in this lease ("Default"), and
the Default remains uncorrected for a period of ten (10) days after the Landlord
has given written notice thereof pursuant to applicable law, then the Landlord
may, at the Landlord's option, undertake any of the following remedies without
limitation: (a) declare the term of the lease ended; (b) terminate the Tenant's
right to possession of the premises and reenter and repossess the premises
pursuant to applicable provisions of the Colorado Forcible Entry and Detainer
Statute; (c) recover all present and future damages, costs and other relief to
which the Landlord is entitled including, but not limited to, the cost to
recover and repossess the premises, the expenses of reletting, necessary
renovation and alteration expenses, and commissions; (d) pursue breach of
contract remedies; and/or (e) pursue any and all available remedies in law or
equity. In the event possession is terminated by a reason of Default prior to
expiration of the term, the Tenant shall be responsible for the rent occurring
for remainder of the term, subject to the Landlord's duty to mitigate such
damages. Pursuant to applicable law [13-40-104(d-5), (c.5) and 13-40-
107.5,C.R.S.] which is incorporated by this reference, in the event repeated or
substantial Default(s) under the lease written Notice to Quit, without a right
to cure. Upon such termination, the Landlord shall have available any and all of
the above-listed remedies.
SECURITY DEPOSIT
10. The Landlord acknowledges receipt of the aforementioned deposit to be held
by the Landlord for the faithful performance of all of the terms, conditions and
covenants of this lease. The Landlord may apply the deposit to cure any default
under the terms of this lease and shall account to the Tenant for the balance.
The Tenant may not apply the deposit hereunder to the payment of the rent
reserved hereunder or the performance of other obligations.
PREMISES VACATED DURING TERM OF LEASE
11. If the Tenant shall abandon or vacate said premises before the end of the
term of this lease, the Landlord may, at its option, enter said premises, remove
any signs of the Tenant therefrom, and re-let the same, or any part thereof, as
it may see fit, without thereby voiding or terminating this lease, and for the
purpose of such re-letting, the Landlord is authorized to make any repairs,
changes, alterations or additions in or to said demised premises, as may, in the
opinion of the Landlord, be necessary or desirable for the purpose of such re-
letting, and if a sufficient sum shall not be realized from such re-letting
(after payment of all the costs and expenses and the collection of rent accruing
therefrom), each month to equal the monthly rental agreed to be paid by the
Tenant under the provisions of this lease, then the Tenant agrees to pay such
deficiency each month upon demand therefor. This paragraph shall only apply if
tenant is also in default of its rent obligation of this lease.
REMOVAL OF TENANT'S PROPERTY
12. If the Tenant shall fail to remove all effects from said premises upon the
abandonment thereof or upon the termination of this lease, the Landlord, at its
option, may remove the same in any manner and store the said effects without
liability to the Tenant for loss thereof, and the Tenant agrees to pay the
Landlord on demand, any and all expenses incurred in such removal, including
court costs and attorney's fees and storage charges on such effects for any
length of time the same shall be in the Landlord's possession. The Landlord, at
its option, and after 30 days notice to Tenant, may sell said effects, or any of
the same, at private sale and without legal process, for such prices as the
Landlord may obtain, and apply the proceeds of such sale upon any amounts due
under this lease from the Tenant to the Landlord and upon the expense indicated
to the removal and sale of said effects, rendering the surplus, if any, to the
Tenant.
LOSS OR DAMAGE TO TENANT'S PROPERTY
13. All personal property of any kind or description whatsoever in the demised
premises shall be at the Tenant's sole risk, and the Landlord shall not be held
liable for any damage done to or loss of such personal property, or for damage
or loss suffered by the business or occupation of the Tenant arising from any
act or neglect of contenants or other occupants of the building, or of their
employees or the employees of the Landlord or of other persons, or from
bursting, overflowing or leaking of water, sewer or steam pipes, or from heating
or plumbing fixtures, or from electric wires, or from gases, or odors, or caused
in any other manner whatever, except in the case of willful neglect on the part
of the Landlord.
Tenant shall hold Landlord, Landlord's agents and their respective
successors and assigns, harmless and indemnified from all injury, loss, claims
or damage to any person or property while on the demised premises or any other
part of Landlord's property, or arising in any way out of Tenant's business,
which is occasioned by an act or omission of Tenant, its employees, agents,
invitees, licensees or contractors.
SURRENDER OF POSSESSION
15. The Tenant agrees to deliver up and surrender to the Landlord possession of
said premises at the expiration or termination of this lease, by lapse of time
or otherwise, in as good repair as when the Tenant obtained the same at the
commencement said term, excepting only ordinary wear and tear, or damage by the
elements (occurring without the fault of the Tenant or other persons permitted
by the Tenant to occupy or enter the demised premises or any part thereof), or
by act of God, or by insurrection, riot, invasion or commotion, or of military
or usurped power.
FIRE CLAUSE
16. If the demised premises or said building shall be so damaged by fire or
other catastrophe as to render said premises untenantable, so Tenant cannot
substantial conduct its business in a first class manner and if such damage
shall be so great that a competent architect selected by the Landlord, shall
certify in writing to the Landlord and the Tenant that said premises, with the
exercise of reasonable diligence, cannot be made fit for occupancy within ninety
(90) days from the happening thereof, then this lease shall cease and terminate
from the date of the occurrence of such damage; and the Tenant thereupon shall
surrender to the Landlord said premises and all interest therein, and the
landlord may reenter and take possession of said premises and remove the Tenant
therefrom. The Tenant shall pay rent, duly apportioned, up to the time of such
termination of this lease.
If, however, the damage shall be such that such an architect so shall
certify that said demised premises can be made tenantable within such number of
days form the happening of such damage by fire or other catastrophe, then the
Landlord shall repair the damage so done with all reasonable speed, and the rent
shall be abated only for the period during which the Tenant shall be deprived of
the use of said premises by reason of such damage and the repair thereof.
If said demised premises, without the fault of the Tenant, shall be
slightly damaged by fire or other catastrophe but not so as to render the same
untenantable, the Landlord, after receiving notice in writing of the occurrence
of the injury, shall cause the same to be repaired with reasonable promptness;
but in such event, there shall be no abatement of the rent.
In case the building throughout be so injured or damaged, whether by fire
or otherwise (though said demised premises may not be affected) that the
Landlord within sixty (60) days' notice in writing to that effect given by the
Landlord to the Tenant, this lease shall cease and terminate from the date of
the occurrence of said damage, and the Tenant shall pay the rent, properly
apportioned, up to such date, and both parties hereto shall be free and
discharged of all further obligations hereunder.
If the demised premises or any part thereof is condemned by right of
eminent domain, or transferred by agreement in connection with such condemnation
(all of the foregoing events being referred to as "taking"), the rights of the
parties shall be governed by this Paragraph. If the entire premises are taken,
this Lease shall terminate on the date title shall best in the condemnor,
Tenant's obligations to pay rent shall continue to said date, and Landlord shall
refund to Tenant prepaid rental, if any, and other sums paid hereunder for any
period beyond said date. If less than the entire demised premises will no
longer be suitable for the first class conduct of Tenant's business thereon,
Tenant may terminate this Lease by so notifying Landlord at least thirty (30)
days before the termination date set forth in Tenant's notice. If this Lease is
terminated, Landlord shall be entitled to all compensation awarded by the
condemnor whether for the fee or the leasehold, provided that Tenant may make a
separate claim in its own right for removing and relocating its trade fixtures
and for loss of profits or damage to the tenant's business. If this Lease is
not terminated, Landlord shall restore any improvements on the part of the
demised premises not taken, but shall not be obligated to spend more for
restoration than the amount awarded Landlord by the condemnor, and the rent
payable hereunder shall be adjusted so that Tenant shall be required to pay for
the remainder of the term only such portion of such rent as the value of the
part remaining after the taking bears to the value of the part remaining after
the taking bears to the value of the entire demised premises immediately before
the date of the taking.
INSURANCE
17. Tenant shall, at Tenant's expense, obtain and keep in full force, fire and
liability insurance as may be reasonably required by the Landlord. Tenant shall
provide copies of such insurance policies upon the Landlord's request.
ACCEPTANCE OF PREMISES BY TENANT
18. The taking possession of said premises by the Tenant shall be conclusive
evidence as against the Tenant that said premises were in good and satisfactory
condition when possession of the same was taken.
WAIVER
19. No waiver of any breach or Default of any one or more of the conditions or
covenants of this lese by the Landlord shall be deemed to imply or constitute a
waiver of any succeeding or other breach or Default hereunder.
AMENDMENT OR MODIFICATION
20. Tenant acknowledges and agrees that it has not relied upon any statements,
representations, agreements or warranties, except such as are expressed herein,
and that no amendment or modification of this lease shall be valid or binding
unless expressed in writing and executed by the parties hereto in the same
manner as the execution of this lease.
PAYMENTS AFTER TERMINATION
21. No payments of money by the Tenant to the Landlord after the termination of
this lease, in any manner, or after the giving of any notice (other than a
demand for the payment of money) by the Landlord to the Tenant, shall reinstate,
continue or extend the term of this lease or affect any notice given to the
Tenant prior to the payment of such money, it being agreed that after the
service of notice or the commencement of a suit or after final judgment granting
the Landlord possession of said premises, the Landlord may receive and collect
any sums of rent due, or payment of such sums of money whether as rent or
otherwise, shall not waive said notice, or in any manner affect any pending suit
or any judgment theretofore obtained.
HOLDING AFTER TERMINATION
22. It is mutually agreed that if after the expiration of this lease the Tenant
shall remain in possession of said premises without a written agreement as to
such holding, then such holding over shall be deemed to be a holding upon a
tenancy from month to month at a monthly rental equivalent to the last monthly
payment provided herein, payable in advance on the same day of each month as
above provided; all other terms and conditions of this lease remaining the same.
ENTRY BY LANDLORD
23. The Landlord shall at all reasonable times have the right, by its officers
or agents, to enter the demised premises to inspect and examine the same, and to
show the same to persons wishing to lease them, and may at any time within
fifteen days next preceding the termination of this tenancy, place upon the
doors and windows of the premises the notice "For Rent", which said notice shall
not be removed by the Tenant.
ATTORNEY'S FEES
24. In the event any dispute arises concerning the terms of this Lease or the
non-payment of any sums under this Lease, and the matter is turned over to an
attorney, the party prevailing in such dispute shall be entitled, in addition to
other damages and costs, to recover reasonable attorney's fees from the other
party.
Additional Provisions:
Rent: See Rider attached Paragraph "A"
Options: See Rider attached Paragraph "B"
First Right of Refusal: See Rider attached Paragraph "C"
Additional Conditions: See Rider II attached Paragraphs 1 & 2
QUIET POSSESSION
25. The Landlord shall warrant and defend the Tenant in the in the enjoyment
and peaceful possession of the premises during the term aforesaid.
All titles and captions are for convenience only and are not a part of this
lease. This lease shall be binding on the parties, their personal
representatives, successors and assigns. If there are more than one entity or
persons which are the Tenants under this lease, all covenants and agreements
herein to be performed by the Tenant shall be joint and several.
Should any provision of this lease violate any federal, state or local law
or ordinance, that provision shall be deemed amended to so comply with such law
or ordinance, and shall be construed in a manner so as to comply, and the
remainder of this lease shall not be affected thereby.
Executed on 12-9-96
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Date
Attest: /s/ Xxx Xxx Attest: /s/ X. Xxxxxxxx, Cashier/VP
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Xxxxxxx Kiowa, Inc. COLORADO BUSINESS BANK, N.A.
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Landlord Tenant
By Xxxxxxxx Xxxxxxx Xxxxxxx X. Xxxxxxx, President
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STATE OF COLORADO
____________ County of ____________
The foregoing instrument was acknowledged before me this 9/th/ day of December,
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1996,
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by /s/ Xxxxxxx X. Xxxxxxx, as President President
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and , as Secretary
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of COLORADO BUSINESS BANK, N.A. , a corporation.
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My commission expires: 10-21-97
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Witness my hand and official seal. /s/ Xxxxxx X. Xxxxx
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000 Xxxx Xxxxxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
STATE OF COLORADO
____________ County of ____________
The foregoing instrument was acknowledged before me this day of December,
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19 ,
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by , as President
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and , as Secretary
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of , a corporation.
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My commission expires:
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Witness my hand and official seal.
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Notary Public
RIDER
THIS RIDER IS ATTACHED TO AND HEREBY FORMS PART OF THE CERTAIN LEASE DATED
DECEMBER 2, 1996, WHEREIN XXXXXXX KIOWA, INC. IS REFERRED TO AS THE LANDLORD AND
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COLORADO BUSINESS BANK, N.A. IS REFERRED TO AS THE TENANT COVERING THE PREMISES
KNOWN AS 0000 X. XXXX XXXXXX, XXXXXXXXX, XXXXXXXX 00000
PARAGRAPH "A"
1. Notwithstanding anything herein contained to the contrary, it is agreed
that this is a Net Lease; the Tenant agrees to maintain the property and
its appurtenances at all times in good condition, including any
replacements and/or repairs, which may be required or necessary.
2. The Landlord warrants and represents that the existing structure is in good
condition and that all utilities serving the premises are adequate and in
good repair and working condition. *SEE RIDER III ATTACHED
3. The Tenant agrees to pay in addition to the rentals and other payments as
provided herein, real estate taxes each year for that portion of the year
as provided under the terms of this lease on the real estate, and failure
to pay same shall be default under the terms of said lease in the same
manner as any default in the payment of rent. Landlord agrees to send the
tax bills to the Tenant each year, and the Tenant will, after payment of
said taxes as aforesaid, send to the Landlord a photostatic copy of the
receipt evidencing payment of the taxes each year. Tenant has the right to
dispute and object to the amount of taxes assessed, pursuant to the laws
and regulations, which provide for such dispute procedures.
4. It is understood and agreed that the taxes for 1997 and the last calendar
year of lease shall be prorated between Landlord and Tenant with the
Tenant's responsibility beginning when possession of the building is
delivered.
5. "Real estate taxes" shall mean and include all general and special taxes
and assessments levied upon or assigned against the building and the land
upon which it is located. If at any time during the term of this lease the
method of taxation of real estate prevailing at the time of execution
hereof shall be, or have been, altered so as to cause the whole or any part
of the taxes now or hereafter levied, assessed or imposed on real estate to
be levied, assessed or imposed upon the Landlord, wholly or partially, as
capital levy or otherwise, or on or measured by the rents received
therefrom, then such new or altered taxes attributable to the demised
premises shall be deemed to be included within the term "real estate
taxes", save and except that such shall not be deemed to include any
enhancement of said tax attributable to other income or other ownerships of
the Landlord.
6. The Tenant hereunder agrees to keep said improvements covered for fire and
extended coverage insurance on a replacement cost basis, and for liability
insurance; shall pay all premiums on such policies, naming the Landlord and
the Tenant as insureds in reasonable
amounts to be determined by the Landlord. Failure of the Landlord to
determine what are reasonable amounts, shall not relieve the Tenant from
maintaining said insurance.
PARAGRAPH "B"
Tenant has the option to renew the term of this Lease on two successive
occasions for an additional five (5) years each. The term of the first option
(the "First Option") commences February 1, 2004, and continues through January
31, 2009. The term of the second option (the "Second Option") commences
February 1, 2009, and continues through January 31, 2014. In the event that
Tenant exercises either or both of these options, the terms and conditions of
this Lease applicable to the original term shall also apply to each renewal
term, except that the rental during each renewal term will change as set forth
below.
In the event that the tenant wishes to exercise either option, it shall
give written notice of such exercise to Landlord by August 1, 2003 (with respect
to the "First Option") and by August 1, 2008 (with respect to the "Second
Option"). Tenant may not exercise an option if it is in default of the Lease at
the time that the notice of exercise of the option is given. Tenant's notice of
exercise shall be sent to the Landlord's address designated in this Lease, by
United States certified mail, postage prepaid, return receipt requested, and
shall be deemed given when so deposited with the United States Postal Service.
As used in this paragraph, the term "Index" shall mean the Consumer Price
Index for All Urban Consumers (CPI-U) for the Denver-Boulder area, 1982-
1984=100, or if such Index does not then exist, such reasonably equivalent index
as may then be published by the United States Department of Labor, Bureau of
Labor Statistics. Each monthly installment of rent during the term of an option
shall be determined by multiplying (i) $1,764 by (ii) the "Percentage Increase"
as defined herein. The Percentage Increase shall be the percentage equivalent
to a fraction, the numerator of which is the most recently published Index then
in effect on or before July 31, 2003 (with respect to the "First Option") or the
most recently published Index then in effect on or before July 31, 2008 (with
respect to the "Second Option"), and the denominator of which is the most
recently published Index then in effect or before January 31, 1997.
Notwithstanding the foregoing, in no event shall the Percentage Increase be less
than 110% and in no event shall the Percentage Increase be more than 125%.
PARAGRAPH "C"
FIRST RIGHT OF REFUSAL
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Provided that the Tenant has not defaulted under this Lease, Tenant has the
first right of refusal to purchase the demised premises in accordance with the
provisions of this paragraph. In the event that Landlord wishes to accept an
offer (the "Offer") to acquire the demised premises, Landlord shall first give
written notice to Tenant at the address of 0000 X. Xxxx Xxxxxx, Xxxxxxxxx,
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Xxxxxxxx 00000 that Landlord wishes to sell the demised premises in accordance
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with the provisions of the Offer. The written notice shall be accompanied by a
copy of the written Offer. It Tenant wishes to exercise its first right of
refusal with respect to the Offer, Tenant shall give written notice to Landlord
within twenty days after Tenant receives Landlord's notice. Upon Tenant giving
such notice of exercise, Landlord shall be deemed to have accepted Tenant's
offer
on the same terms and conditions contained in the copy of the Offer
provided to Tenant. However, if the Offer contains any provisions that are
unique to the offer or such that they could not be reasonably expected to be
matched by Tenant or other persons in general, Landlord agree that such
provisions shall be adjusted so that they can be matched by the Tenant and give
reasonably equivalent economic value to both Landlord and Tenant. If Tenant
does not exercise its right of first refusal with respect to the Offer, Landlord
shall be entitled to close the transaction described in the Offer in accordance
with its terms, but if Landlord desires to make any changes to the material
terms of the Offer, it must first present the revised Offer to Tenant who shall
have the same right of first refusal with respect to the revised Offer as the
Tenant had with respect to the original Offer. If Tenant does not exercise its
right of first refusal with respect to an Offer and the transaction contemplated
by that Offer does not close, the right of first refusal described in this
paragraph shall continue to apply to any subsequent offers which Landlord
desires to accept.
This First Right of Refusal can be recorded by the Tenant if desired.
Executed this 9/th/ day of December, 1996 in Littleton Colorado.
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Colorado Business Bank, X.X. Xxxxxxx Kiowa, Inc.
/s/ Xxxxxxx X. Xxxxxxx, President 12/9/96 /s/ by Xxxxxxxx Xxxxxxx 12-9-96
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Tenant Date Landlord Date
RIDER II
THIS RIDER IS ATTACHED TO AND HEREBY FORMS PART OF THE CERTAIN LEASE DATED
DECEMBER 2, 1996, WHEREIN XXXXXXX KIOWA, INC. IS REFERRED TO AS THE LANDLORD AND
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COLORADO BUSINESS BANK, N.A. IS REFERRED TO AS THE TENANT COVERING THE PREMISES
KNOWN AS 0000 X. XXXX XXXXXX, XXXXXXXXX, XXXXXXXX 00000
PARAGRAPH 1
This Lease is expressly conditional upon the following condition:
(A) Landlord receiving and acceptance of a request of cancellation, as of
January 31, 1997 of the Assignment and Assumption of Lease (the
"Assignment") dated February 10, 1993 by and between First Nationwide Bank,
A Federal Savings Bank ("Assignor"), Norwest Bank - Littleton ("Assignee")
and Xxxxxxx Kiowa, Inc. ("Lessor") (copy attached).
Giving the Landlord possession and right to Lease the property, located at
0000 X. Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000.
PARAGRAPH 2
REGULATORY APPROVAL RIDER:
Tenant shall use its best efforts to obtain charter approval in a timely
manner, but not later than 45 days from the execution at this lease
agreement. The payment of rent shall commence upon branch approval, but
not sooner than February 1, 1997, or before tenant has occupancy to the
building. This lease agreement is subject to tenant receiving branch
approval on or before January 15, 1997. If tenant fails to receive branch
approval on or before January 15, 1997, this lease agreement shall be null
and void and to no further effect.
Executed this 9/th/ day of December, 1996 in Littleton Colorado.
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Colorado Business Bank, X.X. Xxxxxxx Kiowa, Inc.
/s/ Xxxxxxx X. Xxxxxxx, President 12/9/96 /s/ by Xxxxxxxx Xxxxxxx 12-9-96
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Tenant Date Landlord Date
ASSIGNMENT AND ASSUMPTION OF LEASE
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This Assignment of Lease (the "Assignment") is made as of February 10,
1993, by and between First Nationwide Bank, A Federal Savings Bank ("Assignor"),
Norwest Bank-Littleton, ("Assignee"), and Xxxxxxx Kiowa, Inc. ("Lessor").
RECITALS
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A. Pursuant to a Lease Agreement dated January 30, 1973, a Rider Number 2
executed June 11, 1973 and a Rider Agreement dated October 30, 1987
(collectively, the "Lease") Xxx Xxxxxx Corporation (as Predecessor in Interest
to Lessor) leased to Columbia Savings and Loan Association (as Predecessor in
Interest to Assignor), the property described in the Lease at the rent and upon
and subject to the terms and conditions set forth in the Lease.
B. Subject to the conditions in this Assignment, Assignor desires to
assign its interest in the Lease to Assignee and to be released from all its
obligations under this Lease, and Lessor desires to accept such assignment and
to release Assignor from its obligations under the Lease.
C. Capitalized terms not otherwise defined herein shall have the meaning
set forth in the Lease.
NOW, THEREFORE, the parties hereto, for themselves, their successors and
assigns, mutually covenant and agree as follows:
1. Recitals. The recitals set forth above are incorporated herein by
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reference as if set forth in full.
2. Premises. Assignor does hereby assign its right, title and interest
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in, to and under the Lease to Assignee, and Assignee does hereby accept the
assignment from Assignor and assumes and agrees to perform, from the date this
Assignment becomes effective, as a direct obligation to Lessor, all provisions
of the Lease.
3. Lessor's Consent. Lessor consents to the assignment by Assignor to
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Assignee without waiver of the restriction concerning further assignment.
4. Use of Premises. Lessor acknowledges that Assignee will occupy the
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premises for use as a commercial bank and hereby approves of such use.
5. Effective Date of Assignment. The assignment in this Assignment shall
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take effect on Closing Date as set forth in the Purchase and Assumption
Agreement dated January 12, 1993 between Norwest Bank and First Nationwide Bank
(the "Assignment Date") and Assignor shall give possession of the Premises to
Assignee on that date.
6. Assignor's Liability. Assignor shall remain liable for the
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performance of the provisions of the Lease until midnight, on the day before the
Assignment Date. After midnight, on the day before the Assignment Date,
Assignor's obligations under the Lease shall terminate. Lessor and Assignee
shall fully and unconditionally release and discharge Assignor from its
obligations hereunder and under the Lease except to the extent of obligations
incurred by Assignor prior to the Assignment Date. This Assignment shall fully
and finally settle all demands, charges, claims, accounts, or causes of action
of any nature, including, without limitation, both known and unknown claims and
causes of action that arose out of or in connection with this Assignment or the
Lease.
7. Insurance. Effective on the Assignment Date and prior to Assignee
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occupying the Premises, Assignee shall maintain Insurance or self-insurance in
reasonable amounts which are mutually agreeable to Assignee and Lessor.
8. Indemnification. Assignee shall and hereby does indemnify and hold
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Assignor harmless from and against any and all actions, claims, demands,
damages, liabilities and expenses (including, without limitation, reasonable
attorneys' fees) asserted against, imposed upon or incurred by Assignor by
reason of (i) any violation caused, suffered or permitted by Assignee, its
agents, servants, employees or invitees, of any of the terms, covenants or
conditions of the Lease or this Assignment after the Assignment Date, (ii) any
damage or injury to persons or property occurring in connection with Assignee's
use or occupancy of the Premises, (iii) any damage or injury to persons or
property occurring in connection with Assignee's construction of tenant
improvements in the Premises, and (iv) the failure of Assignee to vacate the
Premises promptly at the end of the term of the Lease.
Assignor shall and hereby does indemnify and hold Assignee harmless from
and against any and all actions, claims, demands, liabilities and expenses
(including, without limitation, reasonable attorneys' fees) asserted against,
imposed upon or incurred by Assignee by reason of (i) any violation caused,
suffered or permitted by Assignor, its agents, servants, employees or invitees,
of any of the terms, covenants or conditions of the Lease or this Assignment
prior to the Assignment Date, (ii) any damage or injury to persons or property
occurring in connection with Assignor's use or occupancy of the premises, (iii)
any damage or injury to persons or property occurring in connection with the
Assignor's construction of tenant improvements in the Premises, and (iv) the
failure of Assignor to vacate the Premises promptly before the Assignment Date.
9. Miscellaneous. This Assignment contains all of the covenants,
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agreements, terms, provisions, conditions, warranties and understandings
relating to the assignment of the Lease and Assignor's obligations in connection
herewith, and neither Assignor nor any agent or representative of Assignor has
made or is making, and Assignee in executing and delivering this Assignment is
not relying upon, any warranties, representations, promises or statements
whatsoever, except to the extent expressly set forth in this agreement. All
understandings and agreements relating to the subject matter of this Assignment,
if any, heretofore made between the parties are merged into this Assignment,
which alone fully and completely expresses the agreement of the parties.
Assignor and Lessor each represent to Assignee that there is no default under
the terms of the Lease. Assignor and Lessor further warrant to Assignee that
validity of the Lease and will defend the leasehold estate created by the Lease.
10. Execution. This Assignment shall not be effective unless executed by
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Assignee, Assignor and Lessor.
11. Further Assurances. Lessor, Assignor and Assignee shall each execute
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and deliver such further instruments and do such further acts and things as may
be required to carry out the intent and purposes of this Assignment.
12. Counterparts. This Assignment may be executed in two or more
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counterparts, each of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
executed as of the date first written above.
ASSIGNOR:
FIRST NATIONWIDE BANK,
A FEDERAL SAVINGS BANK
By: /s/ Xxxxx X. Ban
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Its: First Vice President
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ASSIGNEE:
NORWEST BANK LITTLETON
By: /s/ Xxxxx X. Xxxxxx
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Its: Chairman
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LESSOR:
XXXXXXX KIOWA, INC.
By: /s/ Xxxxxxxx Xxxxxxx
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Its: President
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RIDER III
THIS RIDER IS ATTACHED TO AND HEREBY FORMS PART OF THE CERTAIN LEASE DATED
DECEMBER 2, 1996, WHEREIN XXXXXXX KIOWA, INC. IS REFERRED TO AS THE LANDLORD AND
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COLORADO BUSINESS BANK, N.A. IS REFERRED TO AS THE TENANT COVERING THE PREMISES
KNOWN AS 0000 X. XXXX XXXXXX, XXXXXXXXX, XXXXXXXX 00000
The Landlord acknowledges the receiving of physical inspection reports on
the Roof and H.V.A.C.
The Landlord will, at his cost, correct the deficiencies noted in the
reports.
Executed this 9/th/ day of December, 1996 in Littleton Colorado.
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Colorado Business Bank, X.X. Xxxxxxx Kiowa, Inc.
/s/ Xxxxxxx X. Xxxxxxx, President 12/9/96 /s/ by Xxxxxxxx Xxxxxxx 12-9-96
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Tenant Date Landlord Date
