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OFFICE LEASE BETWEEN TC MERIDIAN TOWER LP AND ENGLOBAL DESIGN GROUP, INC.

Office Lease Agreement

OFFICE LEASE BETWEEN TC MERIDIAN TOWER LP AND ENGLOBAL DESIGN GROUP, INC. | Document Parties: ENGLOBAL CORP You are currently viewing:
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ENGLOBAL CORP

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Title: OFFICE LEASE BETWEEN TC MERIDIAN TOWER LP AND ENGLOBAL DESIGN GROUP, INC.
Governing Law: Oklahoma     Date: 3/30/2004
Industry: Oil Well Services and Equipment    

OFFICE LEASE BETWEEN TC MERIDIAN TOWER LP AND ENGLOBAL DESIGN GROUP, INC., Parties: englobal corp
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Exhibit 10.79

 

MERIDIAN TOWER

 

TULSA, OKLAHOMA

 


 

OFFICE LEASE

 

BETWEEN

 

TC MERIDIAN TOWER LP

 

AND

 

ENGLOBAL DESIGN GROUP, INC.


TABLE OF CONTENTS

 

 

 

 

 

 

 

  

 

  

Page


 

1.    The Premises

  

2

1.1.

  

Pre-Occupancy Improvements

  

2

1.2.

  

Post-Occupancy Improvements

  

2

1.3.

  

Common Areas

  

2

1.4.

  

Building Regulations

  

2

1.5.

  

Use Restrictions

  

2

1.6.

  

Relocation

  

3

1.7.

  

Surrender of Premises

  

3

2.    Landlord Services; Maintenance

  

3

2.1.

  

Landlord Services

  

3

2.2.

  

Interruptions ,

  

3

2.3.

  

Maintenance

  

4

2.4.

  

No Liens

  

4

3.    Rent and Security

  

4

3.1.

  

Base Rent

  

4

3.2.

  

Operating Expense Increases

  

4

3.3.

  

Other Occupancy Costs

  

4

3.4.

  

Late Fees

  

4

3.5.

  

Nature of Rent Obligations

  

5

3.7.

  

Tenant Review

  

5

4.    Insurance

  

5

4.1.

  

Building Insurance

  

5

4.2.

  

Personal Property Insurance

  

5

4.3.

  

Liability Insurance

  

5

4.4.

  

Waiver of Subrogation

  

5

4.5.

  

Insurance Criteria

  

5

4.6.

  

Evidence of Insurance

  

5

4.7.

  

Indemnity

  

6

4.8.

  

Increase in Insurance

  

6

5.    Loss of Premises

  

6

5.1.

  

Casualty

  

6

5.2.

  

Condemnation

  

7

6.    Default

  

7

6.1.

  

Events of Default

  

7

6.2.

  

Default Remedies

  

8

6.3.

  

Termination of Lease

  

8

6.4.

  

Termination of Possession

  

8

6.5.

  

Option to Perform

  

9

6.6.

  

No Waiver

  

9

6.7.

  

Security Interest

  

9

6.8.

  

Holding Over

  

9

7.    Assignments

  

9

7.1.

  

Landlord Transfer

  

9

7.2.

  

Tenant Restrictions

  

9

7.3.

  

Consent Standards

  

10

7.4.

  

No Release/Waiver

  

10

8.    Miscellaneous

  

10

8.1.

  

Force Majeure

  

10

8.2.

  

Notices

  

11

8.3.

  

Separability

  

11

8.4.

  

Amendments; Binding Effect

  

11

8.5.

  

No Offer

  

11

 

i


 

 

 

 

 

8.6.

  

Entire Agreement

  

11

8.7.

  

Waiver of Jury Trial

  

11

8.8.

  

Governing Law

  

11

8.9.

  

Recording

  

12

8.10.

  

Joint and Several Liability

  

12

8.11.

  

Landlord’s Fees

  

12

8.12.

  

Limitation on Landlord’s Liability

  

12

8.13.

  

Brokerage

  

12

8.14.

  

Subordination

  

12

 

ii


EXHIBIT 10.79

 

OFFICE LEASE

 

THIS OFFICE LEASE is entered into on January 24, 2004, by the Landlord and Tenant identified below for office space located in the Meridian Tower building located in Tulsa, Oklahoma.

 

Subject to the terms of this Lease, and in consideration of the Tenant’s agreement to lease space in the Building, pay rent and fulfill all of its other obligations under this Lease, Landlord leases to the Tenant, and the Tenant leases from the Landlord, the Premises for the Term. The following defined terms are used in capitalized form throughout this Lease:

 

“Base Rent” means the sum of $30,000, payable in full upon the execution of this Lease.

 

“Building” means the Meridian Tower Building located at 5100 E. Skelly Drive, Tulsa, Oklahoma 74135.

 

“Landlord” means TC Meridian Tower LP, Landlord is a limited partnership organized under the laws of the State of Delaware. Landlord’s notice address for purposes of this Lease, is 5100 E. Skelly Drive, Suite 100, Tulsa, Oklahoma 74135, and the address where Rent should be directed, is 5100 E. Skelly Drive, Suite 100, Tulsa, Oklahoma 74135.

 

“Premises” means Suite 800 in the Building consisting of 10,055 rentable square feet (as depicted on the floor plan attached as Exhibit “A” to this Lease).

 

“Rent” means Base Rent and all other sums that Tenant is required to pay to Landlord pursuant to the terms of this Lease.

 

“Tenant” means ENGlobal Design Group, Inc. Tenant is a corporation organized under the laws of the State of Texas. Tenant’s notice address for purposes of this Lease is 600 Century Plaza Drive, Suite 140, Houston, Texas 77073, Attn: William Coskey, Chief Executive Officer.

 

“Term” means January 23, 2004 through April 23, 2004, subject to adjustment and earlier termination as provided in this Lease; provided that (a) Tenant may extend the Term through May 31, 2004 by giving Landlord written notice and paying additional Base Rent in the amount of $12,333 on or before April 23, 2004, (b) if Tenant extends under subparagraph (a) above, Tenant may extend the Term through June 30, 2004 by giving Landlord written notice and paying additional Base Rent in the amount of $10,000 on or before May 31, 2004, and (c) if Tenant extends under subparagraphs (a) and (b) above, Tenant may extend the term through July 31, 2004 by giving Landlord written notice and paying additional Base Rent in the amount of $10,000 on or before June 30, 2004.

 

“Work” means the improvements that will be made to the Premises in connection with this Lease as described in Section 1.1, if applicable.

 

All exhibits attached to this Lease are incorporated herein by this reference, as follows:

 

 

 

 

 

 

Exhibit A

 

-

 

Floor Plan

Exhibit B

 

-

 

Building Rules and Regulations


Landlord and Tenant agree as follows:

 

1.

 

The Premises .

 

1.1. Pre-Occupancy Improvements . Landlord and Tenant have agreed that no improvements will be made to the Premises in connection with this Lease, and Tenant accepts the Premises in their current “as-is” condition.

 

1.2. Post-Occupancy Improvements . Except for decorative activities inside the Premises (which will not cause any material damage to the Building or building systems, and will not be visible from outside the Premises), no additional improvements, alterations or additions in or to the Premises may be made without Landlord’s prior written consent. Tenant confirms that it has inspected and accepted the Building and the Premises and has determined that the Building and the Premises are suitable for its needs. Landlord and Tenant expressly disclaim any implied warranty that the Premises are suitable for Tenant’s activities, and Tenant’s obligation to pay Rent hereunder is not dependent upon the condition of the Premises.

 

1.3. Common Areas . In connection with Tenant’s occupancy of the Premises, Landlord also grants Tenant a non-exclusive right to use the common areas in the Building and on the land on which the Building is located for the intended and normal purpose for such common areas. Common areas include, as applicable, elevators, sidewalks, parking areas, driveways, hallways, stairways, public bathrooms, common entrances, any lobby and other similar areas and access ways. Landlord reserves the right to change the common areas from time to time, provided that sufficient common areas exist to give Tenant reasonable access to the Premises. Tenant’s use of the parking areas associated with the Building will not exceed the use of three (3) parking spaces for each 1,000 rentable square feet located within the Premises, and the referenced limitation will apply to the aggregate use by Tenant’s employees, agents and invitees. Landlord shall be responsible for ensuring ADA compliance in the common areas, excluding compliance complications arising out of a breach by the Tenant of this Lease. Tenant will be responsible for ensuring ADA compliance in the Premises during the Term.

 

1.4. Building Regulations . Tenant agrees to comply with the rules and regulations for the Building as established by the Landlord from time to time. The current rules and regulations for the Building, including the current building hours, are attached as Exhibit “B” to this Lease. Landlord reserves the right to amend such rules and regulations from time to time. Tenant also agrees to cause its employees, agents and affiliates to comply with such rules and regulations.

 

1.5. Use Restrictions . Tenant’s use of the Premises shall be limited to general office use. Any other uses are subject to Landlord’s prior written consent, which consent can be given or withheld in Landlord’s sole discretion. Without the Landlord’s prior written approval, the Tenant shall not (a) allow any use of the Premises which involves significant fire hazards or which could reasonably be expected to increase the insurance rates associated with the Building; (b) allow the storage or handling of hazardous or potentially hazardous materials in the Premises; (c) allow activities in the Premises which could reasonably be expected to adversely impact the ability of the other tenants in the Building to use and enjoy their space, or the Landlord’s ability to operate the Building; or (d) conduct any significant portion of its business from the Premises during periods outside the building hours for the Building. Tenant shall comply with all legal requirements relating to the use, condition and occupancy of the Premises.

 

-2-


1.6. Relocation . Landlord shall have the right to relocate Tenant to other space in the Building which is comparable in size, utility and condition to the Premises. To exercise such right, Landlord will give Tenant written notice. Within ten (10) days after any relocation notice is received by Tenant, the parties agree to execute and deliver an appropriate amendment to this Lease in order to (a) establish the effective date for the relocation, which will be 60 days after such notice is received by Tenant, as set forth in the notice given by Landlord; (b) obligate the Landlord to reimburse Tenant for Tenant’s reasonable out-of-pocket expenses incurred in moving Tenant’s furniture, equipment and supplies from the original space occupied to the relocation space; (c) establish the relocation space as the Premises; and (d) terminate the Tenant’s rights to the original space occupied.

 

1.7. Surrender of Premises . On or before the last day of the Term, Tenant shall deliver the Premises to Landlord in good repair and condition, reasonable wear and tear and condemnation and casualty damage excepted, and shall deliver to Landlord all keys to the Premises. If requested by Landlord, and to the extent requested by Landlord, Tenant will remove (at Tenant’s cost) wiring and cabling located within the Premises. Provided that no Event of Default has occurred, Tenant may remove all trade fixtures, furniture, and personal property placed in the Premises by Tenant, provided that items that are attached or affixed in any way to the Premises or Building will not be removed without Landlord’s prior written consent (and to the extent such consent is given, all damage to the Building or Premises caused by such removal will be repaired at Tenant’s cost), and (c) items that were paid for, in whole or in part, by the Landlord (including all fixtures and other improvements included in the Work) will not be removed without Landlord’s prior written consent. All items not so removed within shall, at Landlord’s option, be deemed to have been abandoned by Tenant and may be stored, sold, destroyed or otherwise disposed of by Landlord after any notices required by Oklahoma law are given. No act by Landlord shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless it is in writing and signed by Landlord. The provisions of this Section 1.7 shall survive the end of the Term.

 

2.

 

Landlord Services; Maintenance .

 

2.1. Landlord Services . Landlord agrees to provide the following services: (a) maintenance of the common areas of the Building; (b) water at existing supply points; (c) janitorial services on weekdays (other than holidays) for all Building standard installations; (d) elevator service; (e) electrical service for normal office equipment that does not require more than 110 volts or consume electricity at levels in excess of normal office equipment; and (f) heat and air conditioning, as appropriate, as necessary to maintain reasonably comfortable temperatures within the Premises. Landlord shall have the sole right to select the utility companies or other third parties which will provide such services, and to approve any such parties providing services to the Premises pursuant to contracts or similar arrangements with Tenant, such as telecommunications providers. The services to be provided by Landlord will only be provided during normal building hours. In the event Tenant requires or desires any services at other times or in excess of the described services, Tenant will be required to make appropriate arrangements with Landlord and pay the amounts charged by Landlord from time to time for excess services.

 

2.2. Interruptions . If any of the referenced services are interrupted and the lack of such service materially and adversely affects the Tenant’s ability to conduct business from the Premises for ten (10) consecutive business days or longer, Tenant’s exclusive remedy shall be a reasonable abatement of Base Rent for each consecutive day (after the referenced 10-day period) that the interruption occurs. Any interruption in services will not make the Landlord liable for damages or constitute a constructive eviction or otherwise affect Tenant’s obligations under this Lease (except for the abatement of Rent described in the preceding sentence).

 

-3-


2.3. Maintenance . Tenant shall maintain the Premises in a clean, safe, and operable condition, and shall not permit or allow to remain any waste or damage to any portion of the Premises. Tenant shall repair or replace, subject to Landlord’s direction and supervision, any damage to the Building caused by Tenant or an employee, agent or affiliate of the Tenant within fifteen (15) days after the occurrence of such damage. Any such work will be approved in advance in writing by Landlord, and performed only by contractors and subcontractors approved in writing by Landlord. Tenant shall cause all of its contractors and subcontractors to procure and maintain insurance coverage naming Landlord as an additional insured against such risks, in such amounts, and with such companies as Landlord may reasonably require. All such work shall be performed in a good and workmanlike manner and in accordance with all legal requirements.

 

2.4. No Liens . Tenant shall not permit any mechanic’s liens to be filed against the Premises or the Building for any work performed, materials furnished, or obligation incurred by or at the request of Tenant. If such a lien is filed, then Tenant shall, within ten (10) days after Landlord has delivered notice of the filing thereof to Tenant, either (a) pay the amount of the lien and cause the lien to be released of record, or (b) file a statutory bond with respect to such lien and thereby cause such lien to be released as a claim against the Building. All persons now or hereafter contracting with Tenant or any contractor or subcontractor of Tenant for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Premises, at any time from the date hereof until the end of the Term, are hereby charged with notice that they must look exclusively to Tenant to obtain payment for same. Nothing herein shall be deemed a consent by Landlord to any liens being placed upon the Building or Landlord’s interest therein due to any work performed by or for Tenant.

 

3.

 

Rent and Security .

 

3.1. Base Rent . Tenant shall pay to Landlord the amount of Base Rent shown on the first page of this Lease contemporaneously with the execution of this Lease, and if any Base Rent associated with the monthly extensions described in the definition of “Term” on page 1 of this Lease is not received by the Landlord on or before the applicable deadlines, no such extension will be applicable and Section 6.8 will govern any occupancy by Tenant after the end of the Term.

 

3.2. Operating Expense Increases . [intentionally deleted]

 

3.3. Other Occupancy Costs . Except for the costs and expenses that Landlord expressly agrees to pay under the terms of this Lease, Tenant agrees to pay before delinquency any and all debts and obligations incurred in connection with its occupancy of the Premises, including any separately metered utilities and all personal property taxes assessed against the Tenant’s trade fixtures, equipment or other personal property.

 

3.4. Late Fees . All payments that Tenant is obligated to make under this Lease must be received by Landlord on or before the date due, time being of the essence with respect to all such payments. If any payments are late, Landlord shall be entitled to collect a late fee in the amount of five percent (5%) of the delinquent payment; provided , however , that such fee shall not be charged on Tenant’s first delinquency until five (5) days after Landlord delivers written notice of such delinquency to Tenant. In addition, any and all past due payments shall bear interest from and after the 30 th day following the applicable due date, until paid, at the rate of 1.5% per month.

 

-4-


3.5. Nature of Rent Obligations . The Tenant’s obligation to pay Rent and the Landlord’s obligations under this Lease are independent obligations. All Rent payments will be required and made without notice, demand, deduction or offsets of any nature.

 

3.6. Tenant Review . Tenant represents and warrants that all financial and other information provided by or on behalf of Tenant to Landlord or Landlord’s agents in connection with this Lease was true and correct. If Tenant is not a publicly traded company, Tenant further agrees to furnish Landlord with updated financial information from time to time within fifteen (15) days after Landlord’s request.

 

4.

 

Insurance .

 

4.1. Building Insurance . Landlord shall keep the Building insured against damage and destruction by fire, vandalism and other perils in an amount and under such terms and conditions as Landlord and any mortgage holder on the Building deem appropriate.

 

4.2. Personal Property Insurance . Tenant shall keep its personal property and trade fixtures in the Premises and Building insured with “all risks” insurance in an amount covering one hundred percent (100%) of the replacement cost of the property and fixtures. Tenant will also keep any non-Building-standard improvements made to the Premises at Tenant’s request insured to the same degree as Tenant’s personal property, and name Landlord and any mortgage holder on the Building as loss payees.

 

4.3. Liability Insurance . Tenant will maintain commercial general liability insurance in amounts of $2,000,000 per occurrence, insuring Tenant, Landlord and Landlord’s property management company against all liability for injury to or death of a person or persons or damage to property arising from the use and occupancy of the Premises.

 

4.4. Waiver of Subrogation . Landlord and Tenant each waives any claim it might have against the other for any damage to or theft, destruction, loss, or loss of use of any property, to the extent the same is insured against under any insurance policy that covers the Building, the Premises, Landlord’s or Tenant’s fixtures, personal property, leasehold improvements, or business, or is required to be insured against under the terms hereof, regardless of whether the negligence of the other party caused such event. Each party shall cause its insurance carrier to endorse all applicable policies waiving the carrier’s rights of recovery under subrogation or otherwise against the other party.

 

4.5. Insurance Criteria . Insurance policies that the Tenant is required to maintain pursuant to this Lease: (a) will be issued by insurance companies licensed to do business in the State of Oklahoma and acceptable to Landlord; (b) will name the Landlord and the property management company as additional insureds as their interest may appear; (c) will provide that the insurance cannot be canceled or materially changed in the scope or amount of coverage unless thirty (30) days’ advance notice is given to the Landlord; (d) will be primary policies, and not contributing with, or in excess of, the coverage that the Landlord may carry; (e) may be carried through a “blanket policy” or “umbrella” coverage; and (f) will be maintained during the entire Term.

 

4.6. Evidence of Insurance . On


 
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