Exhibit 10.79
MERIDIAN TOWER
TULSA, OKLAHOMA
OFFICE LEASE
BETWEEN
TC MERIDIAN TOWER
LP
AND
ENGLOBAL DESIGN GROUP,
INC.
TABLE OF
CONTENTS
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Page
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1. The
Premises
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2
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1.1.
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Pre-Occupancy
Improvements
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2
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1.2.
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Post-Occupancy
Improvements
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2
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1.3.
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Common
Areas
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2
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1.4.
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Building
Regulations
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2
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1.5.
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Use
Restrictions
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2
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1.6.
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Relocation
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3
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1.7.
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Surrender of
Premises
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3
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2. Landlord Services;
Maintenance
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3
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2.1.
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Landlord
Services
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3
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2.2.
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Interruptions
,
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3
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2.3.
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Maintenance
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4
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2.4.
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No
Liens
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4
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3. Rent and
Security
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4
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3.1.
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Base
Rent
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4
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3.2.
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Operating
Expense Increases
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4
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3.3.
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Other Occupancy
Costs
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4
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3.4.
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Late
Fees
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4
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3.5.
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Nature of Rent
Obligations
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5
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3.7.
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Tenant
Review
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5
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4. Insurance
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5
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4.1.
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Building
Insurance
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5
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4.2.
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Personal
Property Insurance
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5
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4.3.
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Liability
Insurance
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5
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4.4.
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Waiver of
Subrogation
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5
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4.5.
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Insurance
Criteria
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5
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4.6.
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Evidence of
Insurance
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5
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4.7.
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Indemnity
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6
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4.8.
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Increase in
Insurance
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6
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5. Loss of
Premises
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6
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5.1.
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Casualty
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6
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5.2.
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Condemnation
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7
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6. Default
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7
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6.1.
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Events of
Default
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7
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6.2.
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Default
Remedies
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8
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6.3.
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Termination of
Lease
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8
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6.4.
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Termination of
Possession
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8
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6.5.
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Option to
Perform
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9
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6.6.
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No
Waiver
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9
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6.7.
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Security
Interest
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9
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6.8.
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Holding
Over
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9
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7. Assignments
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9
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7.1.
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Landlord
Transfer
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9
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7.2.
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Tenant
Restrictions
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9
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7.3.
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Consent
Standards
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10
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7.4.
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No
Release/Waiver
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10
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8. Miscellaneous
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10
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8.1.
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Force
Majeure
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10
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8.2.
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Notices
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11
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8.3.
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Separability
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11
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8.4.
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Amendments;
Binding Effect
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11
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8.5.
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No
Offer
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11
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i
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8.6.
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Entire
Agreement
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11
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8.7.
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Waiver of Jury
Trial
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11
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8.8.
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Governing
Law
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11
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8.9.
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Recording
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12
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8.10.
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Joint and
Several Liability
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12
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8.11.
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Landlord’s Fees
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12
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8.12.
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Limitation on
Landlord’s Liability
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12
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8.13.
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Brokerage
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12
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8.14.
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Subordination
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12
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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:
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Exhibit A
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Floor Plan
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Exhibit B
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Building Rules and Regulations
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Landlord and Tenant agree as follows:
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.
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2.
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Landlord
Services; Maintenance .
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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.
3.1. 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.
4.1. 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