BUSINESS PARK LEASE
ARTICLE ONE
BASIC LEASE PROVISIONS
Date: February 8, 1999
Landlord: d/b/a Wilshire Square
Address of Landlord: Xxxxxxxx Xxxxxx
0000 Xxxx 00xx Xxxxx, Xxxxx 000
Xxxxx, Xxxxxxxx 00000-1346
Tenant: IDS Engineering, Inc.
Address of Tenant: 000 Xxxxxxx Xxxxx, Xxxxxxxx 000
Xxxxxxx, Xxxxx 00000
Address of Tenant
at Wilshire Square: 00 00 Xxxx 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Tenant's Trade Name: IDS Engineering, Inc.,
Size of Leased Premises: One Story Business Location containing
approximately 5,400 square feet
of ground area. (Article 2)
Use of Premises by Tenant: Engineering Office (Article 4)
Lease Term: 24 Lease Months plus a Partial Lease
Month, if any prior to the first month. (Article 3)
Commencement Date: February 10, 1999 (Article 3)
Ending Date: February 28, 2001 (Article 3)
Rental:
1. Minimum Rental: $ 72,184.82 for the term of the Lease
payable in equal monthly installments of
$ 2,925.00 subject to adjustment with
the first month's installment due at the
execution of the Lease. (Article 5)
2. Additional Rental: $ 2,700.00 Common Area Fee for the first
year of the Lease payable in equal monthly
installments of $ 225.00 subject to
adjustment. (Article 6)
Security Deposit: $ 2,925.00 due upon execution of Xxxxx.
Guarantor: None
Broker: Tulsa Properties, Inc. - Xxxx Xxxxxxxx
Expiration of Offer Date: February 28, 1999 (Article 26.1)
1.1 Each reference in this Business Park Lease (herein sometimes called
"Lease") to any of the Basic Lease Provisions contained about shall be
deemed and construed to incorporate all of the terms provided under each
such Basic Lease Provision.
1.2 The exhibits enumerated in this Section and attached to this Lease are
incorporated in this Lease by reference and are to be construed as part of
this Lease.
Exhibit "N" - Plot Plan of the Business Park
Exhibit "B" - Legal Description of the Business Park
Exhibit "C" - Description of Landlord's Work
Exhibit "D" - Changes, Alterations and Modifications
Exhibit "E" - Signage Specifications
Exhibit "F" - Rules and Regulations
ARTICLE TWO
PREMISES, IMPROVEMENTS, POSSESION
2.1 The Leased Premises consist of a one-story space having square footage set
out in Article One. The Premises are shown and outlined in red on the
drawing identified as Exhibit "A", which is attached hereto and made a part
hereof. The Premises are located within a portion of the Business Park
buildings (the "Building") and upon a portion of certain real property (the
"Property") situated in the City of Tulsa, Tulsa County, Oklahoma, which
said real property is more particularly bounded and described in Exhibit
"B", hereto annexed and made a part hereof. Should there exist a
discrepancy between the exact dimensions of the Premises, as set forth on
Exhibit "A", and the locations of the boundary walls of the Premises, as
finally constructed, the actual physical location of the boundary walls
shall control. In addition to the leased Premises, Tenant is hereby
granted a license (the "License") for the non-exclusive use, in connection
with the Tenant's permitted uses of the Premises, in common with Landlord
and other licensees of Landlord, of the parking areas, roadways, service
areas and sidewalks constructed on the Property as indicated approximately
on said Exhibit "A". Said License shall be limited to the use for which
such areas are intended and shall be subject to such reasonable rules and
regulations as the Landlord may prescribe, from time to time, for the
common benefit of Landlord and its licensees and of Tenant and other
tenants of the Property.
2.2 Landlord shall deliver possession of the Premises to Tenant, and Tenant
shall accept the Premises from Landlord, in their present condition as of
the date hereof; provided, however, prior to delivery of possession of the
Premises to Tenant, Landlord shall have made such repairs and improvements
and shall, at Landlord's sole cost and expense, have substantially
performed such work and installation of improvements to the Premises as are
set forth as "Landlord's Work" in Exhibit "C", annexed hereto and made a
part hereof. Any and all improvements to the Premises for the use of
Tenant, other than Landlord's Work, shall be performed at Tenant's sole
cost and expense, in accordance with Article Twenty-Two herein below
contained.
2.3 In the event of any disagreement of dispute between Landlord and Tenant
with reference to work to be performed with respect to the Premises
pursuant to Exhibits "C" or "D", or with respect to whether or not the
Premises are available for Tenant's modifications or Xxxxxx's occupancy,
the certification in writing upon an approved AIA form, of Landlord's
supervising architect, Xxxxxx and Xxxxxxxxx Architects, shall be conclusive
and binding upon the parties hereto.
ARTICLE THREE
TERM AND TERMINATION
3.1 Landlord does hereby lease, let and demise the Premises to Tenant for the
term specified in Article One above. Subject to the provisions hereof
relating to making the Premises ready for occupancy, the Commencement Date
and Ending Date shall be as specified in Article One.
3.2 Landlord agrees to exercise due diligence in making the Premises available
for Xxxxxx's use and occupancy and to deliver the Premises to Tenant not
later than the Commencement Date specified in Article One above. However,
should Landlord be unable to complete said Premises by said date, which
delay in completion is due to any occurrence or eventuality outside the
direct control of Landlord, the date of delivery of the Premises to Tenant
shall be extended until such time as Landlord is able to substantially
complete the Premises and the Commencement Date and Ending Date of the term
of this Lease shall be adjusted to take into account the delay in making
the premises available for Tenant's use and occupancy. Tenant agrees that
no such delay shall be grounds for cancellation or alteration of the terms
and conditions of this Lease unless such delay exceeds 45 days. In the
event of any delay in delivery of the Premises to Tenant, Landlord shall
not be subject to any liability for failure to give possession after said
date. Tenant shall have thirty days after taking possession to notify
Landlord of any deficiencies in the Premises. Failure of
Tenant to so notify Landlord shall be conclusive evidence that the
Premises were in good order and satisfactory condition when Xxxxxx took
possession, unless otherwise agreed in writing.
3.3 This Lease and the tenancy herein created shall cease and terminate at the
end of the lease term set forth above or at the end of any period of
extension or renewal as provided by written extension agreement or as
otherwise provided herein without the necessity of any notice from
either Landlord or Tenant to terminate the same. The Tenant hereby
waives notice to vacate the Premises and agrees that Landlord shall be
entitled to the benefit of all provisions of law respecting the
summary recovery of possession of Premises from Tenant holding over
without the consent of Landlord to the same extend as if a notice had
been given. In the event Tenant holds over and beyond the term of
this Lease, for any reason, without the express written consent of
Landlord, Tenant shall be deemed a "hold over tenant" in violation of
the terms of this Lease, and shall be subject to all covenants and
conditions of this Lease Agreement, except however, that the minimum
monthly rental installment during each month, or fractional part
thereof, of continued occupancy shall be two hundred percent (200%) of
the amount payable by Tenant as total rental during the last one (1)
month of the lease term. If Xxxxxx holds over and beyond the term of
this Lease with the consent of Landlord, then, except as otherwise
provided by written agreement, the tenancy of Tenant shall be a
month-to-month tenancy at will, subject to all covenants and conditions of
this Lease Agreement including the monthly rental installment
provisions which shall be applied on a month-to-month basis. Thirty
(30) days written notice (computed from the date of delivery of such
notice) shall be required in order for either party to terminate the
tenancy at will.
ARTICLE FOUR
USE OF THE PREMISES
4.1 The Premises shall be used by the Tenant solely for the purpose provided
for in Article One above, and for no other use or purpose without the prior
written consent of Landlord.
4.2 Tenant further covenants and agrees that its use and occupancy of the
Premises shall strictly comply with and not involve any violation of any
federal, state or municipal statute, rule, ordinance or zoning law or any
regulation, rule or directive of any governmental or regulatory agency as
may now exist or may hereafter exist concerning the use, operation or
safety of the Premises. In addition, Tenant covenants and agrees to
operate the Premises in conformance with the Rules and Regulations which
are attached to this Agreement as Exhibit "F", and made a part hereof.
Tenant shall not use the Premises or the building in which the Premises are
contained for any purpose that will increase the insurance rate or risk of
the building above that which is customary and normal for the uses set
forth above and, in such event, Landlord, as an additional remedy for the
violation of this provision, may elect to recover, as "Additional Rental"
(defined below), the total cost of such increase from Tenant, without
contribution of other tenants of the Business Park. (See Article 8.6.)
4.3 All damages to the Premises, the Common Areas or the building in which the
Premises are contained, caused by Tenant's negligence, shall be repaired at
Tenant's expense. Tenant shall not commit waste or allow waste to be
committed on the Premises or the Common Areas. Tenant shall not perform
any acts or carry on any practices which will constitute a nuisance or
menace, or be offensive, to the other tenants or occupants or to the
general public. Tenant shall keep the Premises, its use of the Common
Areas and all its improvements in sound condition, in good repair and safe
for the incidental use of its business invitees.
4.4 Tenant shall not make or permit any noise or odor that is objectionable to
the public, to other tenants of the Business Park or to Landlord to emanate
from the Premises and shall not create or maintain a nuisance thereon.
Tenant shall not disturb, solicit or canvas the users of the Common Areas
without the consent of Landlord and shall not do any act tending to injure
the reputation of the Landlord or the Business Park.
4.5 Lessee shall not place or permit any radio antenna, loud speakers, sound
amplifiers or any other thing or item on the exterior of the roof or
outside of the building or the Premises.
4.6 Lessee shall not obstruct, encumber or use the parking areas, sidewalks,
entrances, passages, vestibules, stairways, corridors and halls for any
purpose other than ingress or egress to and from the Premises and for
parking only in the delegated areas for such use.
ARTICLE FIVE
RENTAL
5.1 The total agreed rental (the "Rental") for the term of this Lease is the
sum of: (i) the "Minimum Rental" (defined below) and (ii) the "Additional
Rental" (defined below).
5.2 (a) The Minimum Rental for the lease term shall be in the amount provided
in Article One. In the event the first day of the lease term shall
not be the first day of a calendar month, then the rental for the
first month of the term shall be prorated on a daily basis.
(b) Tenant shall pay the Minimum Rental, in advance, in equal monthly
installments as provided in Article One.
(c) An amount equal to the first installment of Minimum Rental payment
shall be paid by Tenant upon the execution of this Lease. Tenant will
receive, on any prorated minimum rent due and for the first full
month's minimum rent due a credit in an amount equal to this
installment. Any minimum rental for the first full month under this
Lease for which minimum rental is payable, after the application of
the above described credit, will be due on or before the first day of
the month to which it is applicable. other installments of the minimum
rental payment shall be due on or before the first day of the month to
which it is applicable and the rental obligation of Tenant shall be
deemed delinquent if any given monthly installment is not received by
Landlord on or before the fifth day of the month in which it is due.
Any Additional Rental or Rental Adjustments which are not paid within
five (5) days of when they are due shall be deemed delinquent.
All rentals shall be paid by Tenant without any right of offset or
deductions therefrom for any purpose. All rent is, and shall be,
payable in legal tender at Landlord's address as set forth herein
for notice or at such other address as Tenant may be directed from
time to time by notice from Landlord.
(Items 5.2(d) through 5.5 were stricken from the Lease Agreement at time of
execution.)
5.6 The term "Additional Rental" shall include any cost, charge or expense of
any kind whatsoever which is or may become payable and due to Landlord by
Tenant in accordance with the terms, covenants and conditions of this
Lease, excluding Minimum Rental. Additional Rental includes, but is not
limited to, Tenant's Common Area Maintenance Fees (Article Six), Tenant's
Proportionate Share of Excess Taxes (Article Seven) and Excess Premiums
(Article Eight) and any and all Rental Taxes which are in existence or
which may come into existence, and which are based upon or measured by the
payment of Minimum Rental or items of Additional Rental other than said
Rental Taxes.
5.7 Any installment of rent accruing under the provisions of this Lease that
shall not be paid when due shall bear interest at the annual rate of three
percent (3%) above the prime rate reported from time to time by the Wall
Street Journal as the base rate on corporate loans at large U. S. Money
Center commercial banks from the date when the same was payable by the
terms hereof until the same shall be paid by Tenant.
ARTICLE SIX
COMMON AREA MAINTENANCE FEE
6.1 Tenant covenants and agrees to pay to the Landlord, in addition to the
rentals specified in Article Five hereof, as Additional Rental, a Common
Area Maintenance Fee payable in equal monthly installments as provided for
in Article One. Landlord shall have the responsibility of Business Park's
Common Area (defined below) specifically including, without limitation
gardening and landscaping, lighting, removal of Common Area trash, rubbish,
garbage and other refuse, parking lot cleaning, snow removal, outside
window cleaning (monthly), Common Area utilities and lawn maintenance.
"Common Area" means all areas and space provided by Landlord for the common
use and joint use of the occupants of the Business Park and/or their
employees, agents, servants and customers and other invitees, including,
without limitation, parking area, access roads, driveways, retaining walls,
interior store boundary walls, exterior walls and trim (but not store
fronts), exterior utilities and service lines, landscaped areas, truck
service ways loading docks, stairs, ramps and sidewalks.
6.2 Within one hundred twenty days following the end of the year 1999 and each
year thereafter Landlord shall furnish Tenant a statement covering the
calendar year just ended, certified as correct by a certified public
accountant or an authorized representative of Landlord and showing the
total Business Park Common Area Maintenance Costs and the amount of
Tenant's share for such costs. If Xxxxxx's share exceeds the Common Area
Fee provided for in Article One, then Tenant's Common Area Fee will be
increased to reflect the increase in the Common Area Maintenance Cost and
will be payable as Additional Rental pursuant to Section 6.1 above.
6.3 Common Area Maintenance Fees will not escalate more than 5% of base rate
for the term of the lease.
ARTICLE SEVEN
TAXES
7.1 Landlord agrees to pay all taxes, assessments and governmental charges of
any kind and nature whatsoever (hereinafter collectively referred to as
"Taxes") lawfully levied or assessed against the Business Park, including
the buildings and the grounds, parking areas, driveways and alleys around
the buildings, provided, however, that the maximum in taxes attributable to
the Business Park to be paid by Landlord during any one real estate tax
year shall be those taxes levied against the Business Park during the year
1999. If in any real estate tax year during the term of this Lease, or any
renewal or extension of this lease, the taxes levied against the buildings
and the grounds, parking areas, driveways and alleys around the buildings
during such tax year shall exceed the amount levied during the year 1999.
Tenant shall pay to Landlord as additional rental, Tenant's proportionate
share of the amount of such excess ("Excess Taxes"). Tenant's
proportionate share, as used herein, shall mean a fraction, the numerator
of which is the floor area contained in the Premises as provided in Article
One above and the denominator of which is the total contracted floor area
in the Business Park.
7.2 At Tenant's request Landlord shall employ a tax consulting firm to attempt
to assure a fair tax burden on the buildings and grounds within the
applicable taxing jurisdiction. Tenant shall pay to Landlord upon demand
from time to time, as additional rent, the amount of Tenant's proportionate
share of the cost of such service.
7.3 Any payment to be made pursuant to this Article Seven with respect to the
real estate tax year in any partial lease year shall be prorated.
ARTICLE EIGHT
INSURANCE
8.1 The Landlord agrees that it will keep the buildings in the Business Park of
which the Premises is a part (excluding Tenant's improvements and the
contents of the Premises) insured by standard form fire and extended
coverage casualty insurance in an amount not less than eighty percent (80%)
of the original cost thereof (excluding excavations, footings and
foundations).
8.2 The Landlord agrees to maintain public liability insurance covering the
Business Park of which the Premises is a part, it being understood that
such coverage may not insure against the negligence of the Tenant.
8.3 Tenant will keep in force, at its own expense so long as this Lease remains
in effect or during such other time as the Tenant occupies the leased
Premises or any part thereof, public liability insurance with respect to
the leased Premises with minimum limits of One Million Dollars
($1,000,000.00) on account of bodily injury or death of one person, and One
Million Dollars ($1,000,000.00) on account of bodily injuries or death of
more than one person as a result of any one accident or disaster; and
property damage insurance at the minimum limits of 2,000,000. Tenant shall
cause Landlord to be named as an additional insured party thereon.
Insurance coverage, as provided, shall be issued by insurance companies
licensed to do business in the State of Oklahoma with a Best's rating of
"A" or better. Tenant shall deliver to the Landlord a certificate or
certificates of insurance of all such insurance coverage, a copy of all
such insurance policies and proof of payment of annual premiums.
8.4 Landlord shall insure at its sole cost and expense any and all plate and
other glass damaged or broken from any cause whatsoever in and about the
Premises.
8.5 Tenant agrees that it will not keep, use, sell or offer for sale in or upon
the Leased Premises any article which may be prohibited by the standard
from of fire insurance policy. Tenant agrees to pay any increases in
premiums for fire and extended coverage insurance that may be charged
during the Lease Term on the amount of such insurance which may be carried
by Landlord on the Premises or the Business Park, resulting from the type
of materials kept or stored by Tenant in the Premises, whether or not
Landlord has consented to the same. In determining whether increased
premiums are the result of Tenant's use of the Premises, a schedule, issued
by the organization making the insurance rate on the Premises, showing the
various components of such rate, shall be conclusive evidence of the
several items and charges which make up the fire insurance rate on the
Premises.
8.6 In the event Tenant's occupancy causes any increase of premium for the fire
and/or casualty rates on the Premises or Business Park or any part thereof
above the rate for the least hazardous type of occupancy legally permitted
in the Premises, the Tenant shall pay the additional premium on the fire,
and/or casualty insurance policies by reason thereof. The Tenant also
shall pay, in such event, any additional premium on the rent insurance
policy that may be carried by the Landlord for its
protection against rent loss through fire. Bills for such additional
premiums shall be rendered by Landlord to Tenant at such times as
Landlord may elect, and shall be due from, and payable by, Tenant
when rendered, and the amount thereof shall be deemed to be, and be paid
as, additional rent.
8.7 If during the year 1999, or during any subsequent year of the primary term
or any renewal or extension, Xxxxxxxx's cost of maintaining the insurance
provided for in this Article shall exceed Xxxxxxxx's cost of maintaining
such insurance for the year 1999. Xxxxxx agrees to pay to Landlord, as
additional rental, Xxxxxx's full Proportionate Share, as defined in
Paragraph 7.1 above, of such excess ("Excess Premiums").
8.8 Any payment to be made pursuant to this paragraph with respect to a partial
lease year shall be subject to a pro rata adjustment based on the ratio of
the partial lease year to a full lease year.
ARTICLE NINE
DEFAULT
9.1 In the event of a default, as herein described, on the part of the Tenant,
Landlord shall have the following remedies which shall be cumulative and
shall not exclude any other right or remedy given to Landlord as Landlord
under the laws of the State of Oklahoma.
9.2 If Tenant shall file a petition in voluntary bankruptcy or be adjudged
bankrupt in involuntary proceedings or make all assignment for benefit of
creditors or like arrangements or composition or file a petition in the
federal court for reorganization or otherwise seek relief under the Code of
Bankruptcy of the United States of America or files for the appointment of
a receiver or trustee or discontinues business in the Premises for any
reason whatsoever, except as otherwise permitted by this Lease, such is to
be considered a default under this Lease and Landlord, without further
notice or demand and either with or without entry upon Premises, at its
discretion at anytime thereafter, may elect to terminate Tenant's rights
under this Lease and thereafter be entitled to recover damages in the
amount equal to the then present value of the then remaining and unpaid
portion of the Minimum Rental for the remaining and unexpired portion of
the term of this Lease. Said present value shall be calculated using a
discount factor equal to the then cost of funds published by the Eleventh
District Federal Home Loan Bank; and/or
9.3 Upon the following events of default by Xxxxxx:
(a) The payment of any Rental not being made upon the day the same shall
become due and same remains unpaid for five (5) days after written
notice from Landlord to Tenant of such nonpayment of Rental.
(b) The neglect, failure or refusal by the Tenant in the performance of
any of the other terms, conditions or covenants of this Lease by said
Tenant to be performed, and the continued neglect, failure or refusal
for a period of ten (10) days after the service of written notice of
such default by the Landlord on Tenant; then the Landlord may enter
into and upon the Premises or any part thereof and repossess the same
with or without terminating this Lease and, without prejudice to any
of its remedies for rent or breach of covenant and in any such event,
may, at its option: (i) terminate said Lease by giving written notice
of its election to so do, or may, at its option, (ii) lease the
Premises or any part thereof as the agent of the Tenant, or otherwise,
or may, at its option, (iii) accelerate to the entire remaining unpaid
balance of Minimum Rental, in which event the then present value of
the entire unpaid balance of Minimum Rental shall be immediately due
and payable as similarly provided in Article 10.2 below. In the event
of any such re-letting, as described in (ii) above, the Tenant shall,
without demand or further process of law, pay to Landlord at the end
of each month during the full term of this Lease, the deficiency of
the net Minimum Rental.
9.4 Landlord shall, in addition thereto, have a lien against all merchandise,
fixtures, furniture, equipment or other personal property located in the
Premises for the payment of rents or other amounts due hereunder.
9.5 In the event of breach or Rental default as provided herein, Landlord shall
be entitled to common law and statutory (Oklahoma) remedy of distraint and
Landlord shall be entitled to the immediate possession of the Premises and
may sell and dispose of the leasehold, as well as the property of the said
Tenant, at public auction. Tenant hereby acknowledges that this is a lease
for business purposes only and does, by these presents, waive any rights
granted to Tenant pursuant to any statutes of the State of Oklahoma.
Tenant shall be liable to Landlord for all sums remaining unpaid in the
event of such a sale and all of the expenses incident to the collection
thereof, including reasonable attorney's fees.
ARTICLE TEN
FIRE OR OTHER CASUALTY
10.1 If the Premises (excluding Tenant improvements or contents of the Premises)
shall be damaged by fire or other risk covered by standard form fire and
extended coverage casualty insurance and is not thereby rendered
untenantable, in whole or in part, Landlord shall promptly, upon receipt of
insurance proceeds, cause such damage to be repaired and the rent shall not
be abated; if, by reason of such occurrence, the Premises shall be rendered
untenantable only in part, the Landlord shall promptly, upon receipt of
insurance proceeds, cause the damage to be repaired and the minimum rent,
meanwhile, shall be abated proportionately as to the portion of the
Premises rendered untenantable; if, by reason of such occurrence, the
Premises should be rendered wholly untenantable, the Landlord shall
promptly, upon receipt of insurance proceeds, cause such damage to be
repaired, and the minimum annual rent, meanwhile, shall be abated in whole;
provided, however, if the leased Premises shall be damaged, whether or not
from a risk of the type covered by Landlord's fire and extended coverage
casualty insurance, to the extent that such damage is fifty percent (50%)
or more of the then replacement cost of the leased Premises, then, in such
event, the Landlord shall have the right, at Landlord's option, to declare
this Lease canceled by giving appropriate written notice to the Tenant
within thirty (30) days first following said occurrence, whereupon this
Lease Agreement and tenancy hereby created shall cease as of the date of
damage occurrence, all rentals to be adjusted as of such date. The
obligation of Landlord, where such obligation exists under the foregoing
sentence, to repair damages shall be limited to repair and restoration of
the damaged portion of the Premises to substantially the condition of the
Premises as existed upon delivery of possession of the Premises to Tenant
at the commencement of the term of this Lease, is modified by ordinary wear
and tear preceding such damage. If the Premises shall be damaged, whether,
or nt from a risk of the type covered by Landlord's fire and extended
coverage insurance, provided such damage was not caused by the negligent or
willful acts of the Tenant, and is thereby rendered untenantable, wholly or
in part, following which the Landlord is unable to repair the Premises
within 120 days after receipt by the Landlord of the insurance proceeds,
then, in such event, the Tenant shall have the right, at Tenant's option,
to declare this Lease canceled by giving appropriate written notice to the
Landlord within ten (10) days first following said 120 day period,
following which this Lease Agreement and tenancy hereby created shall cease
as of the date of such notice.
10.2 It is further understood and agreed that, if fifty percent (50%) or more of
the gross floor area of the building of the Business Park wherein the
Premises are located (whether or not the Premises are damaged) are rendered
untenantable by fire or other casualty, following which the Landlord does
not elect to commence restoration of said damages within sixty (60) days
after such occurrence of damages, then, in such event, the Landlord shall
have the option right to declare this Lease canceled by giving appropriate
written notice, within thirty (30) days first following said sixty (60) day
period, following which this Lease Agreement and tenancy hereby created
shall cease as of the last day of the next full calendar month first
following the date of such termination notice.
ARTICLE ELEVEN
REPAIRS AND MAINTENANCE
11.1 Landlord will keep the exterior, including the roof and structural portions
of the Premises, except doors in good repair; provided, however, Landlord
shall not be responsible for the repair of any damage that shall be caused
by the negligence of the Tenant or its agents, servants, employees,
assignees, sublessees, contractors, customers, or invitees. The Landlord
agrees to keep in good repair and to maintain, to the extent reasonably
necessary and consistent with good business practices, the Common Area of
the Business Park, to keep the same reasonably free from debris and to
illuminate such areas adequately. Landlord shall be under no other
liability for repair, maintenance, alteration or other action with
reference to the Premises or any part thereof, or any plumbing, heating,
electrical, air conditioning or other mechanical installation therein,
except as otherwise provided by Article Eleven of this Lease Agreement
relating to repair of damage from a casualty. Landlord shall be
responsible for all repair in excess of $250.00 per occurrence.
11.2 Landlord agrees to provide and maintain the necessary mains, feeders, ducts
and conduits within the Business Park in order to bring gas and electricity
up to the boundary of the Premises; it being understood that all means of
distribution of such services within the Premises shall be maintained by
the Tenant at the Tenant's expense.
11.3 Tenant hereby agrees to keep the interior of the Premises, including any
doors, together with all lighting, electrical, plumbing, heat, ventilating
and air conditioning systems and other mechanical installations therein, in
good order and repair and will make all replacements thereto at its own
expense. Tenant will surrender the leased Premises at the expiration of
the term or at such other
time as it may vacate the Premises in as good a condition as when received,
excepting depreciation caused by ordinary wear and tear and damage by
other causes not required hereunder to be repaired by Xxxxxx.
11.4 Landlord agrees that on all new interior construction, the normal
contractor and equipment warranties will inure to the benefit of Tenant.
ARTICLE TWELVE
UTILITIES
12.1 All utility services except for water and sewage services, used by the
Tenant in connection with the occupancy of the Premises, shall be paid by
Tenant directly to the provider of such services, and the Tenant shall
keep all bills for such services current as they come due. Tenant hereby
indemnities and agrees to save Landlord harmless from all such liability
for said services. In the event Tenant fails to pay for any such services
as and when they come due, Landlord may elect to pay same and charge
Tenant, as Additional Rental, the amounts paid. It is understood that
utility services, excluding water and sewage, have been designed for
separate metering and that Tenant will provide such deposits, if any,
as may be required by any utility company in order to cause commencement
of utility services to the Premises occupied by Tenant. Water and sewage
services for the Premises shall be provided through a Landlord's common
use meter at Landlord's expense. In no event shall Landlord be liable
for an interruption or failure in the supply of water and sewage services
to the Premises. Water and sewage service shall be paid for by Landlord.
Tenant will be billed periodically for its pro rata share of these charges
as Additional Rental.
ARTICLE THIRTEEN
SIGNS AND ADVERTISING
13.1 Tenant will not place or suffer to be placed or maintained on the exterior
of the Premises any sign, advertising matter or other thing of any kind,
and will not place or maintain any decoration, lettering or advertising
matter on the door or any glass of the Premises without first obtaining the
Landlord's written approval thereof. The cost of all signage of any kind
whatsoever shall be borne by Tenant, unless otherwise provided herein.
Upon the installation or removal of any signs or advertising matter, Tenant
shall, at its sole expense, repair any damages to the Building or to the
Common Usage Areas occasioned by such installation or removal, including
restorations occasioned thereby. Any sign or advertising matter placed or
maintained by Tenant will be in conformance with the provisions of Exhibit
"E" attached hereto and made a part hereof.
13.2 The Landlord reserves the right to place any sign or advertisement on the
Building or the Common Usage Areas as it desires and to place restrictions
on the sources furnishing sign painting, lettering or construction, and on
the appearance of such signage.
ARTICLE FOURTEEN
ASSIGNMENTS OR SUBLETTING
14.1 Tenant will not assign this Lease, in whole or in part, nor sublet all or
any part of the Premises without the prior written consent of the Landlord
being first obtained, which consent shall not be unreasonably withheld.
Any such assignment or subletting shall not affect or relieve the Tenant
from any of its obligations under this Lease, including, without
limitation, the obligations to pay the Rentals when due and the obligations
of Tenant to perform all of its covenants hereunder. The terms "assign"
and "sublet" shall be construed to include assignment or subletting by
operation of law.
14.2 If at any time during the Lease Term, any part, or all, of the corporate
shares of Tenant shall be transferred by sale, assignment, bequest,
inheritance, operation of law or other disposition so as to result in a
change in the present effective voting control of Tenant by the person, or
persons, owning a majority of said corporate shares on the date of this
Lease, Tenant shall promptly notify Landlord in writing of such change and
Landlord may terminate this Lease at any time after such change in control
by giving Tenant thirty (30) days' prior written notice of such
termination.
ARTICLE FIFTEEN
PARKING AREAS
15.1 Landlord reserves the right to designate in its sole discretion, certain
portions of the Common Area to be used as parking areas for the exclusive
use of certain tenants and/or their business invitees and to designate
other portions of the Common Area to be used as parking areas for the
general use of all the tenants of the Business Park and their business
invitees.
ARTICLE SIXTEEN
INSPECTION
16.1 Landlord or Xxxxxxxx's agents shall have the right to enter the Premises
during normal business hours to examine the same and to show them to
prospective purchasers, mortgagees or tenants of the Landlord or to make
such decorations, repairs, alterations, improvements or additions as the
Landlord may deem necessary or desirable.
16.2 In the event of an emergency, Landlord or Landlord's agent may enter the
Premises using whatever means is reasonable under the circumstances to
accomplish such entry.
16.3 Tenant shall, upon termination of the Lease or of Xxxxxx's possession,
surrender all keys of the Premises to Landlord at the place then fixed
for the payment of rent and shall make known to Landlord the explanation
of all combination locks on safes, cabinets and vaults in the Premises.
ARTICLE SEVENTEEN
SUBORDINATION TO MORTGAGE
17.1 At the option of the holder of any present or future mortgage of the land
and buildings of which the Premises are a part, this Lease shall be subject
and subordinate to such mortgage to the full extent of all sums and amounts
secured thereby and, at the request of Landlord or Xxxxxxxx'x mortgagee,
without any way diminishing or negating the effectiveness of the
subordination provided for herein, Tenant shall execute any instruments or
documents that may be deemed necessary or proper by counsel for Landlord or
Xxxxxxxx's mortgagee to effect such subordination; provided, however, that,
at such time as any subordination is requested, Landlord shall furnish
Tenant evidence that Tenant shall have the right to remain in possession of
the Premises under the terms of this Lease, notwithstanding any default in
such mortgage or trust deed or after foreclosure thereof, so long as Tenant
is not in default under any of the covenants, conditions and agreements
contained in this Lease. In the event any proceedings are brought for the
foreclosure of any mortgage on property on which the Premises is located,
Tenant will attorn to the purchase at a foreclosure sale and recognize the
purchaser as Landlord under the Lease.
17.2 At Landlord's request, Xxxxxx will execute either an estoppel certificate
addressed to Xxxxxxxx's mortgagee or any prospective successor of Landlord
or a three-party agreement among Landlord, Xxxxxx and said mortgagee or
successor, certifying to such facts (if true) regarding the status and
terms of this Lease as may be requested and agreeing to such notice
provisions and other matters as such mortgagee or successor may reasonably
require in connection with Xxxxxxxx's financing or the conveyance of the
Building.
ARTICLE EIGHTEEN
WARRANTY, COMPLIANCE WITH LAWS
18.1 The Landlord covenants and warrants that it has full right, power and
authority to enter into this Lease for the term herein granted and that, as
of the date hereof, the said Premises may be used by Tenant for the
purposes herein set forth. The Tenant agrees, during its occupancy of the
Premises, to promptly execute, observe and comply with all present and
future laws, ordinances, rules, requirements and regulations of any
federal, state, county, city or any other governmental agency and of any or
all of their respective several departments, offices and bureaus affecting
the Premises.
ARTICLE NINETEEN
NOTICES
19.1 For all purposes hereunder, the addresses of the parties hereto are as
follows:
Landlord: Wilshire Square
c/o Tulsa Properties Management, Inc.
0000 Xxxx 00xx Xxxxx, Xxxxx 000
Xxxxx, Xxxxxxxx 00000-1346
Tenant: At address shown in Article One.
19.2 The parties hereto shall have the right, from time to time, to designate
different addresses than those above set forth by giving written notice to
the other party designating such new address.
19.3 Any notice to be given by either party to the other shall be in writing and
shall be deemed to have been served upon the party to whom it shall be
directed: (i) as of the date of deposit in the United States mail, postage
prepaid, certified or registered mail, addressed to such party at the
address above given, or at such other address as such party may, from time
to time, designate in accordance
with the provisions hereof or (ii) as of the date of hand delivery to the
Landlord or Tenant as the case may be.
ARTICLE TWENTY
PREMISES ALTERATIONS
20.1 The Tenant shall have the right, at any time and from time to time during
the term of this Lease, to make such changes and alterations to the
interior of the Premises as the Tenant shall deem necessary or desirable in
connection with the requirements of the Tenant's business; provided,
however:
(a) no change or alteration shall weaken, either temporarily or
permanently, the structure of the Premises nor, when completed,
shall be of such a character as to:
(1) affect adversely the value of the Premises;
(2) materially reduce the cubic content of said Premises; or
(3) diminish the general utility of the Premises; and
(b) no change or alteration involving a reasonably estimated (by the
Landlord) cost of more than Five Thousand Dollars ($5,000.00) (excluding
trade fixtures) shall be undertaken except pursuant to the provisions
contained in Exhibit "D" attached hereto.
Tenant shall not make any changes or alterations to the exterior of the
Premises and shall not make any penetrations in the roof or demising walls
of the Premises, regardless of the estimated cost thereof, without the
prior written consent of Landlord in each, such occasion obtained.
20.2 All alterations and improvements of said Premises by Tenant shall be and
become a part of the real estate, except such machinery, equipment,
appurtenances, furnishings and fixtures placed therein by Tenant as trade
equipment and fixtures.
ARTICLE TWENTY-ONE
INDEMNIFICATION
21.1 Except as to injury, death or property damage proximately caused by the
negligence of Landlord for which Landlord is legally liable, Xxxxxx agrees
to indemnify and hold Landlord harmless from all claims, suits, actions,
damages, liability and claims (including costs and expenses of defending
against all of the aforesaid) arising (or alleged to arise) from any act or
omission of Tenant or Tenant's agents, employees, assignees, sublessees,
contractors, customers or invitees, or arising from any injury to or death
of any person or persons or damage to or destruction of the property of any
person or persons occurring at the Premises, and Common Areas attendant
thereto, and Xxxxxx assumes responsibility for the condition of the
Premises and agrees to give Landlord written notice in the event of any
damage, defect or disrepair therein.
21.2 Tenant agrees to use and occupy the Premises and place its fixtures,
equipment, merchandise and other property thereon at its own risk and
hereby releases Landlord and its agents from all claims for any damage or
injury to the full extent permitted by law. Tenant agrees that Landlord
shall not be responsible or liable to Tenant, or those claiming under
Tenant, for any injury, death or damage or loss occasioned by the acts or
omissions of persons occupying any part of the Premises or, occasioned by
the condition of the Premises, the upkeep for which Xxxxxx is responsible
under the terms of this Lease.
ARTICLE TWENTY-TWO
SECURITY DEPOSIT
22.1 Xxxxxx, contemporaneously with the execution of this Lease, will deposit
with Landlord a security deposit in the sum provided for in Article One,
receipt of which is hereby acknowledged by Landlord. Said deposit shall be
held by Xxxxxxxx, without liability for interest, as security for the
faithful performance by Tenant of all of the terms, covenants, and
conditions of this Lease by said Tenant to be kept and performed during the
Lease Term. At the end of the Lease Term or upon any earlier termination
of the lease, Landlord shall return the deposit to Tenant, less any portion
thereof needed to compensate Landlord for damages other than those caused
by normal wear and tear.
ARTICLE TWENTY-THREE
CONDEMNATION
23.1 Should so much of the Premises be condemned for public or quasi-public use
so as to render the Premises untenantable for Tenant's use under this
Lease, then either Landlord or Tenant, upon written notice to the other
within 20 days of the taking date, shall be entitled to terminate this
Lease and upon such termination, the rent shall be adjusted to the date of
termination.
23.2 The Tenant shall have no claim against the Landlord for the value of any
unexpired term of the Lease and no right or claim to any part of any
condemnation award for any reason related to the Premises or this Lease,
except that the Tenant shall be entitled in any such condemnation
proceeding to prove and collect damages, if any, for the taking of its
trade fixtures that are not part of the realty. The provisions of the
foregoing paragraphs shall apply whether or not the Lease is terminated as
aforesaid.
ARTICLE IWENTY-FOUR
MISCELLANEOUS PROVISIONS
24.1 OFFER AND ACCEPTANCE. The submission of this "Lease Agreement" for
examination does not constitute agreement between the parties hereto.
This document becomes effective only upon execution and delivery thereof by
Landlord and Tenant on or before the Expiration of Offer Date provided for
in Article One, failing which no reservation or option shall later exist to
complete this "Lease Agreement".
24.2 RENT TAX. If, at any time during the term of this Lease or any extension
thereof, a tax or excise on rents is levied or assessed against Landlord by
a lawful taxing authority on account of Xxxxxxxx's interest in this Lease
or the rents or other charges reserved hereunder, Xxxxxx agrees to pay to
Landlord, upon demand, as Additional Rent under Article 5.4 hereof, the
amount of such tax or excise. In the event any such tax or excise is
levied or assessed directly against Tenant, the Tenant shall be responsible
for and shall pay the same at such times and in such manner as the taxing
authority shall require.
24.3 RECORDING. Tenant shall not record this Lease without the prior written
consent of the Landlord. However, Xxxxxx and Landlord, upon the request of
either, agree to execute and deliver a memorandum of this Lease in
recordable form for the purposes of recordation at Xxxxxx's expense.
24.4 TIME. Time is of the essence of this Lease.
24.5 ENTIRE AGREEMENT. This instrument (including all attachments hereto)
constitutes the entire agreement between Landlord and Tenant and the same
may not be amended or modified orally.
24.6 SUCCESSORS. This Lease shall inure to the benefit of and be binding upon
Landlord and Xxxxxx, their successors and assigns (or heirs, executors and
administrators, as the case may be) subject to the terms, covenants and
conditions stated. In the event of the assignment of this Lease by
Landlord, Xxxxxx agrees to attorn to the rights of the assignee.
24.7 CONSTRUCTION OF LEASE
(a) The term "Landlord", as herein used, means and includes the named
Landlord, its successors and assigns, and the term "Tenant," as herein
used, means and includes the named Tenant, its successors and any assignees
to whom this Lease may be validly assigned as hereinabove provided, and all
of the terms and provisions of this Lease shall be binding on and inure to
the benefit of such successors and assigns.
(b) This Lease shall be governed by and enforced in accordance with the
laws of the State of Oklahoma.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the day and year first above written.
LANDLORD
D/B/A WILSHIRE SQUARE, BY ITS AGENT,
TULSA PROPERTIES MANAGEMENT, INC.
By: /s/ Xxxx Xxxxxx Xxxxxxx
-----------------------------------
Xxxx Xxxxxx Xxxxxxx, President
TENANT
IDS ENGINEERING, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
ATTEST:
/s/ Xxxxx X. Xxxxxx
-------------------
Secretary
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