LEASE AGREEMENT
Exhibit 10.2
THIS LEASE AGREEMENT (the “Lease”) is made and entered into on this the 1 day
of January 2005, between Amejak Limited Partnership, an Oklahoma Limited Partnership, (“Landlord”)
and First Trinity Financial Corporation, an Oklahoma Corporation, (“Tenant”).
1. Definitions.
(a) “Project” shall mean the real property described in Exhibit “A” attached hereto and
made a part hereof and the improvements constructed thereon.
(b) “Building” shall mean the One Memorial Place, located on the real property described in
Exhibit “A” attached hereto and made a part hereof which has a street address of 0000 Xxxx
00xx Xxxxx, Xxxxx, Xxxxxxxx 00000.
(c) “Premises” shall mean the suite of offices outlined on the floor plan attached to this
Lease as Exhibit “B” attached hereto and made a part hereof referred to as Suite 230. The Premises
are stipulated for all purposes to contain approximately 1,312 square feet of “Net Rentable Area”
(as hereafter defined).
(d) “Base Rental” shall mean the sum of $1,312.00 as adjusted under Paragraph 6 and Paragraph
30 hereof. The Base Rental due for the first month of the Lease Term (as hereafter defined) shall
be deposited with Landlord by Tenant contemporaneously with the execution hereof.
(e) “Commencement Date” shall mean February 1, 2005 except as such date may be delayed
pursuant to the provisions of Paragraph 3(c) hereof.
(f) “Lease Term” shall mean the term commencing on the Commencement Date and continuing until
5:00 p.m. on the day 36 months after the first day of the first full month following the
Commencement Date.
(g) “Security Deposit” shall mean the sum of $1,312.00 due upon lease execution by Tenant.
(h) “Common Areas” shall mean the lobbies, entry ways, corridors, elevator foyers,
restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas,
and other similar facilities provided for the common use or benefit of tenants generally and/or
the public.
(i) “Net Usable Area” of one floor of the Building shall mean the gross area within the
inside surface of the outer glass or other material comprising the exterior walls of the Building
to the Common Areas side of walls separating the Common Areas from any other areas of the floor.
(j) “Net Usable Area of the Building” shall mean the total of the Net Usable Area of all
floors of the Building, currently 76,404.
(k) “Net Rentable Area of the Building” shall equal the Net Usable Area of the Building as
defined above times a factor of 1.15.
(I) “Net Usable Area of the Premises” shall mean the gross area within the inside surface
of the outer glass or other material comprising the exterior walls of the Premises to the
mid-point of any walls separating portions of the Premises from those of adjacent tenants and to
the Common Areas side of walls separating the Premises from Common Areas. Net Usable
Landlord ________
Tenant ________
Tenant ________
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Area of the Premises shall include any columns and/or projection(s), which protrude into the
Premises and/or the Common Areas.
(m) “Net Rentable Area of the Premises” shall equal the Net Usable Area of the Premises
times a factor of 1.15.
(n) “Basic Costs” shall mean ail direct and indirect costs and expenses in each calendar
year of operating, maintaining, repairing, managing and owning the Building and the Exterior
Common Areas (as hereafter defined). Basic Costs shall not include the cost of any capital
improvements, depreciation, interest, and principal payments on mortgage and other non-operating
debts of Landlord. Basic Costs shall include the amortization of capital improvements which in
Landlord’s reasonable discretion are primarily for the purpose of reducing Basic Costs, or which
are required by governmental authorities, which are incurred following the Commencement Date.
(o) “Exterior Common Areas” shall mean those areas of the Project which are not located
within the Building and which are provided and maintained for the common use and benefit of
Landlord and Tenants of the Building generally and the employees, invitees and licensees of
Landlord and such Tenants; including without limitation all parking areas, enclosed or otherwise,
all streets, sidewalks and landscaped areas located within the Project.
(p) “Tenant Improvements” when used herein, shall mean those improvements to the Premises
which Landlord has agreed to provide pursuant to the plans and specifications (“Plans”) attached
(or to be attached) hereto as Exhibit “C” and “C-1” and made a part hereof. Landlord’s approval
of and initialing of any plans and specifications shall be at Landlord’s reasonable discretion.
All Tenant Improvements shall be made and constructed only by Landlord or Landlord’s designee.
“Building Standard” shall mean the type, brand and/or quality of materials Landlord designates
from time to time to be the minimum quality to be used in the Building or the exclusive type,
grade or quality of material to be used in the Building.
(a) This Lease shall continue in force during a period beginning on the Commencement Date and
continuing until the expiration of the Lease Term, unless this Lease is sooner terminated or
extended to a later day under any other term or provision hereof.
(b) If by the “Commencement Date” the Tenant Improvements have not been substantially
completed pursuant to the Plans due to omission, delay or default by Tenant or anyone acting under
or for Tenant, Landlord shall have no liability as a result of such non- completion, and the
obligations of this Lease (including without limitation, the obligation to pay rent) shall
nonetheless commence as of the Commencement Date.
(c) if, however, the Tenant Improvements are not substantially completed due to any reason
other than an omission, delay or default by Tenant or someone acting under or for Tenant, then, as
Tenant’s sole remedy for the delay in Tenant’s occupancy of the Premises, the Commencement Date
shall be delayed and the rent herein provided shall not commence until the earlier to occur of
actual occupancy by Tenant or substantial completion of the Tenant Improvements, including any
necessary government approvals for said improvements.
Landlord ________
Tenant ________
Tenant ________
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make void or voidable any insurance coverage with respect to the Project or the Building. Tenant
shall not use the Property, Building, or any part thereof in such a way to (1) cause structural
damage, (2) interfere with the normal operations of the HVAC, plumbing, or other mechanical or
electrical systems of the Building or the elevators installed therein, (3) constitute a public or
private nuisance, (4) alter the appearance of the exterior of the Building or any portion of the
interior thereof other than the Leased Premises, (5) violate the Building Rules and Regulations,
attached hereto, as may be changed from time to time by Landlord, or (6) violate any law or
requirement of public authorities.
(a) Tenant agrees to pay to Landlord during the Lease Term, without any setoff or deduction
whatsoever, the Base Rental and ail such other sums of money as shall become due hereunder as
additional rent, all of which are sometimes herein collectively called “rent”, for the nonpayment
of which Landlord shall be entitled to exercise all such rights and remedies as are herein
provided in the case of the nonpayment of Base Rental. The annual Base Rental for each calendar
year or portion thereof during the Lease Term, together with any estimated adjustments thereto
pursuant to Paragraphs 6 and 30 hereof, shall be due and payable in advance in equal monthly
installments on the first day of each calendar month during the Lease Term and any extensions or
renewals thereof, and Tenant hereby agrees to pay such Base Rental and any adjustments thereto to
Landlord at Landlord’s address provided herein (or such other address as may be designated by
Landlord in writing from time to time) monthly, in advance, and without demand. Tenant shall pay
any and all additional sums as may be required under this Lease as additional rent to Landlord on
or before the first (1st) day of the month following the date that such additional rent
becomes due. If the Lease Term commences on a day other than the first (1st) day of a
calendar month or terminates on a day other than the last day of a calendar month, then the
installments of Base Rental and any adjustments thereto for such month or months shall be
prorated, based on the number of days in such month.
(b) In the event any installment of rent is not paid, beyond an eight-day grace period, when
due and payable, Tenant shall pay a late charge of twenty ($20.00) dollars per day for each day
of delinquency starting the ninth day.
(a) The Building contains approximately 87,864 square feet of Net Rentable Area in
aggregate. Tenant’s Base Rental is based, in part, upon the estimate that during each calendar
year of the Lease Term, Basic Costs will be equal to 2004 actual costs per square foot of Net
Rentable Area in the Building (such estimate being hereafter referred to as the “Expense Stop”).
Tenant shall, when Landlord so requires, during the Lease Term pay an adjustment to Base Rental
hereunder in an amount equal to the product of (1) Net Rentable Area of the Premises and (2) the
excess (“Excess”) from time to time of the actual Basic Cost per square foot of Net Rentable Area
in the Building over the amount of the Expense Stop. Landlord may collect such additional Base
Rental in arrears on a yearly basis. Landlord shall also have the option to make a good faith
estimate of the Excess for each upcoming calendar year and upon thirty (30) days’ written notice
to Tenant may adjust the monthly payment of Base Rental in the then current year in accordance
with such estimate. Any amounts paid based on such an estimate shall be subject to adjustment
pursuant to Paragraph 6(b) when actual Basic Costs are available for each calendar year.
(b) Tenant, shall have the right, no more frequently than once per calendar year, following
prior written notice to Landlord, to audit, at Tenant’s sole expense, Landlord’s books and
records relating to Basic Costs incurred during the year preceding
such audit. In the event such
an audit demonstrates that additional Base Rental collected for such preceding year and
attributable to any Excess to be higher or lower than the amount of additional rental actually
due pursuant to 6(a) above, then Landlord shall refund any over-payment or Tenant shall make
good any under-payment within ten (10) days of such determination.
Landlord ________
Tenant ________
Tenant ________
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(a) Hot
and cold water at those points of supply provided for general use of tenants in the
Building on the floor(s) on which the Premises are located and central heat and air conditioning in
the Premises in season, at such temperatures and in such amounts as are considered by Landlord to
be standard or as required by governmental authority; provided, however, heating and air
conditioning service at times other than for “Normal Business Hours” for the Building (which are
7:00 a.m. to 7:00 p.m. on Mondays through Fridays and 8:00 a.m. to 2:00 p.m. on Saturdays,
exclusive of normal business holidays), shall be furnished only upon the written request of Tenant
delivered to Landlord prior to 3:00 p.m. at least twenty-four (24) hours in advance of the date
such usage is requested. Tenant shall bear the entire actual cost of such additional service
allocable to the Premises as such costs are determined by Landlord from time to time and shall pay
such costs to Landlord within fifteen (15) days of written demand.
(b) Routine maintenance and electric lighting service for Common Areas in the manner and to
the extent deemed by Landlord to be standard.
(c) Janitor service in the Premises, Monday through Friday, exclusive of normal business
holidays; provided, however, if Tenant’s floor covering or other improvements require special
treatment, Tenant shall be notified of such additional cost and upon Tenant’s prior approval of
such cost, pay the additional cleaning cost attributable thereto as additional rent upon
presentation of a statement therefore by Landlord. Tenant shall cooperate with Landlord’s
employees in the furnishing by Landlord of janitorial services at such times (including Normal
Business Hours) as Landlord elects to have the necessary work performed; provided, however, that
janitorial services performed by Landlord during Normal Business Hours shall be performed in such a
manner as to not interfere unreasonably with Tenant’s use of the Premises.
(d) Subject to the provisions of Paragraph 13, facilities to provide all electrical current
required by Tenant in its use and occupancy of the Premises.
(e) All Building Standard fluorescent bulb replacement in the Premises and fluorescent and
incandescent bulb replacement in the Common Areas.
(f) Landlord may elect to provide security in the form of limited access to the Building
during other than Normal Business Hours, Landlord, however, shall have no liability to Tenant, its
employees, agents, invitees or licensees for losses due to theft or burglary or for damages done by
unauthorized persons on the Premises and Landlord shall not be required to insure against any such
tosses. Tenant shall cooperate fully in Landlord’s efforts to maintain security in the Building
and shall follow all regulations promulgated by Landlord with respect thereto.
The failure by Landlord to any extent to furnish these services or the interruption or
termination of these defined services in whole or in part, resulting from causes beyond the
reasonable control of Landlord shall neither render Landlord liable in any respect nor be
construed as an eviction of Tenant, nor work an abatement of rent, nor relieve Tenant from the
obligation to fulfill any covenant or agreement hereof. Should any of the equipment or machinery
used in the provision of such services for any cause cease to function properly, Tenant shall
have no claim for offset or abatement of rent or damages on account of an interruption in service
occasioned thereby or resulting therefrom.
8. Tenant improvements to be Made by Landlord. Except for those of the
Tenant Improvements to be at Landlord’s cost, all installations and improvements now or hereafter
placed on the Premises shall be for Tenant’s account and at Tenant’s cost. All such installations
and improvements must be approved in writing by Landlord in advance of installation or
construction. Neither the submission of specifications or drawings by Landlord, nor approval by
Landlord of specifications or drawings shall create any responsibility of Landlord regarding the
same.
Landlord ________
Tenant ________
Tenant ________
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(a) Tenant’s electrical equipment shall be restricted to that equipment which individually
does not have a rated capacity greater than .5 kilowatts per hour and/or require voltage other than
120/208 volts, single phase. Collectively, Tenant’s equipment shall not have an electrical design
load greater than an average of 8 xxxxx per square foot of Net Rentable Area of the Premises.
(b) Tenant’s lighting shall not have a design load greater than an average of 8 xxxxx per
square foot of Net Rentable Area of the Premises.
(c) If Tenant’s consumption of electrical services exceeds either the rated capacities and/or
design loads as per Paragraphs 13(a) and 13(b), or generates heat in excess of that which
Landlord’s air conditioning system is designed to handle, then Tenant shall remove such equipment
and/or lighting to achieve compliance within ten (10) days after receiving notice from landlord or,
upon receiving Landlord’s prior written approval, such equipment and/or lighting may remain in the
Premises, subject to the following:
(i) Tenant shall pay for all costs of installation and maintenance of sub-meters,
wiring, additional air conditioning systems and other items required by Landlord, in
Landlord’s discretion, to accommodate Tenant’s excess design loads and capacities or
heat generation.
Landlord ________
Tenant ________
Tenant ________
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(ii) Tenant shall reimburse to Landlord, within fifteen (15) days of written
demand, the cost
of the excess demand and consumption of electrical service at rates charged to Landlord (which
rates shall be in accordance with any Applicable Laws) as well as all costs of operating additional
air conditioning systems deemed necessary by Landlord on account of Tenant’s excess consumption
and/or heat generation.
(iii) Landlord may, at its option, upon not less than thirty (30) days prior
written notice
to Tenant, discontinue the availability of such extraordinary utility service and/or air
conditioning service. If Landlord gives any such notice, Tenant will contract directly with such
public utility at Tenant’s cost for the supplying of such utility service to the Premises.
(a) For the purposes of this Lease, the term “Hazardous Materials” includes, without
limitation, any flammable explosives, asbestos, radioactive materials, hazardous materials,
hazardous waste, hazardous or toxic substances, oil, petroleum products and their by-products, or
related materials defined in any federal, state or local environmental laws, ordinances, rules or
regulations.
(b) Tenant agrees that Tenant, its agents and contractors shall not use, manufacture, store or
dispose of any Hazardous Material, on, under or about the Premises. Without limiting the above,
Tenant shall indemnify and hold Landlord from and against any and all claims, losses, liabilities,
damages, costs, and expenses, including, without limitation, reasonable attorneys’ fees and cost
arising out of or connected in any with the use manufacture, storage, or disposal of any Hazardous
Materials by Tenant, its agents or contractors, on, under or about the Premises, including without
limitation the cost of any required or necessary repair, clean up or detoxification and the
preparation of closure or other required plans therewith. The indemnity obligations of Tenant shall
survive any termination of the Lease.
(c) Tenant shall comply with all Federal, State, County, Municipal and other governmental
laws, ordinances, rules and regulations now or hereafter affecting the Premises, Tenants business
or any activity or condition on or about the Premises, including, without limitation, all
environmental laws and other laws relating to the improvement of the Premises or the air in and
around the Premises, (collectively the “Laws”). Tenant warrants that its business and all
activities to be conducted or performed in, on, or about the Premises
shall comply with all of the
Laws. Tenant agrees to change, reduce or stop any such activity or install necessary equipment,
safety devises, pollution control systems or other installations at any time during the Lease to so
comply.
Landlord ________
Tenant ________
Tenant ________
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(d) If, during the Lease, Landlord or Tenant is required to alter, convert or replace
the HVAC system, serving the Premises in order to comply with any of the Laws concerning indoor
air pollution or quality, or in order to meet any applicable limitation on, standard for, or
guideline relating to indoor air quality or the omission of any indoor air pollutant, including,
without limitation, those adopted by the Occupational Safety and Health Administration, the
American Society of Heating, Refrigeration, and Air Conditioning Engineers, or the Environmental
Protection Agency, Tenant shall be responsible for paying Tenant’s pro rata share of the cost of
any such conversion or replacement, including, without limitation the purchase and installation of
new equipment and the alteration of existing HVAC equipment in the Premises to accommodate any new
equipment.
(a) Tenant shall not assign, sublease or otherwise transfer any of its rights or obligations
under this Lease or any interest therein without the prior written approval of Landlord, such
approval not to be unreasonably withheld or delayed by Landlord. Any attempted assignment,
sublease, transfer, sale or encumbrance by Tenant in violation of the terms and covenants of this
paragraph shall be void. No assignment or subletting by Tenant shall relieve Tenant of any
obligations under this Lease.
(b) All cash or other proceeds of any assignment, sublease, transfer, or sale of Tenant’s
interest in this Lease, whether consented to by Landlord or not, shall be paid to Landlord,
(limited to 50% of such proceeds to the extent such proceeds exceed the rentals called for
hereunder) unless Landlord agrees to the contrary in advance in writing, and Tenant hereby assigns
to Landlord all rights it might have or ever acquire in any such proceeds. This covenant and
assignment shall run with the land and shall bind Tenant and Tenant’s heirs, executors,
administrators, personal representatives, successors and assigns. Any assignee, sub-Tenant,
transferee, or purchaser of Tenant’s interest in this Lease (all such assignees, sub-Tenants,
transferees, and purchasers being hereinafter referred to as “Successors”), by assuming Tenant’s
obligations hereunder, shall assume liability to Landlord for all amounts paid to persons other
than Landlord by such Successor in consideration of any such assignment, subletting, transfer, or
sale in violation of the provisions hereof.
Landlord ________
Tenant ________
Tenant ________
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Landlord for any of the aforesaid purposes Shall be paid by Tenant to Landlord within
fifteen (15) days of written demand as additional rent.
(a) Landlord shall maintain fire and extended coverage insurance on the Building and the
Premises in such amounts, as the Building’s mortgagees shall require payable solely to Landlord or
the mortgagees of the Building, as their interests shall appear. Tenant shall maintain at its
expense, in an amount equal to full replacement cost, fire and extended coverage insurance on all
of its inventory and personal property, including removable trade fixtures, located in the Premises
and in such additional amounts as are required to meet Tenant’s obligations pursuant to Paragraph
25 hereof. Tenant’s insurance pursuant to the provisions of Paragraphs 21 (a) and 21 (b) hereof
shall provide that such insurance may not be cancelled or expire without at least thirty (30) days
prior written notice to Landlord from the insurer. Tenant shall, at Landlord’s request from time
to time, provide Landlord with current certificates of insurance evidencing Tenant’s compliance
with this Paragraph 21(a) and Paragraph 21 (b).
(b) Tenant and Landlord shall, each at its own expense, maintain a policy or policies of
comprehensive general liability insurance with respect to the respective activities of each in the
Building with the premiums thereon fully paid on or before due date, issued by and binding upon an
insurance company reasonably acceptable to Landlord, such insurance to afford minimum protection of
not less than $2,000,000 combined single limit coverage of bodily injury, property damage or
combination thereof. Landlord shall not be required to maintain insurance against thefts within
the Premises, the Building or the Project generally.
(c) Provided that it gives Tenant at least ten (10) days notice of its intent to do so,
Landlord may, at its sole discretion, pay Tenant’s insurance if Tenant fails to do so. Tenant shall
pay such expense to Landlord within fifteen (15) days of written demand as additional rent.
Landlord ________
Tenant ________
Tenant ________
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Paragraph 20 hereof, regardless of cause or origin, including negligence of the other
party hereto, its agents, officers, managers, or employees.
Landlord _________
Tenant _________
Tenant _________
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(a) The following events shall be deemed to be events of default by Tenant under this Lease:
(i) Tenant shall fail to make payment when due of any rental installment or other sum as may be due
under this Lease within five (5) days of written notice that it is due; (ii) Tenant shall fail
after thirty (30) days written notice to comply with any non-monetary provision of this Lease or
any other agreement between Landlord and Tenant all of which terms, provisions and covenants shall
be deemed material; (iii) the leasehold hereunder demised shall be taken on execution or other
process of law in any action against Tenant; (iv) Tenant shall become insolvent or unable to pay
its debts as they become due, or Tenant notifies Landlord that it anticipates either condition; (v)
Tenant takes any action to, or notifies Landlord that Tenant intends to file a petition under any
section or chapter of the United States Bankruptcy Code, as amended, or under any similar law or
statute of the United States or any State thereof; or a petition shall be filed against Tenant
under any such statute and said petition is not discharged within ninety (90) days; or (vi) a
receiver or trustee shall be appointed for Tenant’s leasehold interest in the Premises or for all
or a substantial part of the assets of Tenant; (vii) Tenant shall make an assignment for the
benefit of its creditors.
(b) If Tenant does not make payment when due, beyond any applicable notice and cure period, of
any rental installment required of Tenant in the Lease, or if default by Tenant under this Lease
otherwise occurs, in addition to the imposition of appropriate late charges, Landlord may, at its
option, declare the total Base Rental due or to be due under this Lease (discounted at then current
government bond rates for the remaining term of the Lease) immediately due and payable and, if the
same is not paid within fifteen (15) days of written demand, said total Base Rental shall be past
due, delinquent, and in default. If Tenant does not make payment when due, beyond any applicable
notice and cure period, of any rental installment, Tenant waives notice of rent due and demand for
payment of said unpaid installment and waives notice and demand by Landlord for the Tenant to quit
and vacate the Premises if such rent not be paid.
(c) Upon the occurrence of any event or events of default by Tenant, Landlord shall have the
option to pursue any one or more of the following remedies with written notice (and without
limiting the generality of the foregoing): (i) terminate this Lease in which event Tenant shall
immediately surrender the Premises to Landlord; (ii) terminate Tenant’s right to occupy the
Premises and, in accordance with due process of law, re-enter and take possession of the Premises
(without terminating this Lease); (iii) enter upon the Premises and do whatever Tenant is obligated
to do under the terms of this Lease; (iv) enter upon and take possession of the Premises as the
agent of Tenant without terminating the Lease and without being liable to prosecution of any claim
for damages therefore, and Landlord may re-let the Premises as the agent of Tenant and receive the
rent therefore, in which event Tenant shall pay to Landlord on demand the reasonable costs of
renovating, repairing, and altering the Premises for a new Tenant or Tenants, together with all
brokerage commissions (consistent with the then current market practices) due in connection
therewith and together with interest on any sum so advanced computed from the date of expenditure
of such sums until such payment is received by Landlord, and any deficiency that may arise by
reason of such re-letting; provided, however, that Landlord shall have no duty to re-let the
Premises and the failure of Landlord to re-let the Premises shall not release or affect Tenant’s
liability for Base Rental, additional rental, and other charges due under this Lease or for
damages.
In the event Landlord elects to re-enter or take possession of the Premises after Tenant’s
default, Tenant hereby does not waive notice of such re-entry or repossession and of Landlord’s
intent to re-enter or take possession. Landlord may, in accordance with law and without
prejudice to any other remedy, which he may have for possession, or arrearages in rent, expel or
remove Tenant and any other persons who may be occupying said Premises or any part thereof. In
addition, the provisions of Paragraph 31 hereof shall apply with respect to the period from and
after the giving of notice of such election to Tenant. All Landlords’ remedies shall be
cumulative and not exclusive. Forbearance by Landlord to enforce one or more of the remedies
herein provided upon an event of default shall not be deemed or construed to constitute a waiver
of such default.
Landlord _________
Tenant _________
Tenant _________
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(d) This Paragraph 28 shall be enforceable to the maximum extent not prohibited by
applicable law, and the unenforceability of any portion thereof shall not thereby render
unenforceable any other portion.
(e) Landlord shall be in default hereunder in the event Landlord has not begun and pursued
with reasonable diligence the cure of any failure of Landlord to meet its obligations hereunder
within thirty (30) days of the receipt by Landlord of written notice from Tenant of the alleged
failure to perform. Tenant hereby covenants that, prior to the exercise of any remedies for
Landlord’s breach, it will give the mortgagees holding mortgages on the Building notice and a
reasonable time to cure any default by Landlord. Landlord shall never be liable for consequential
damages or special damages.
Landlord _________
Tenant _________
Tenant _________
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addition to and cumulative of the Landlord’s liens and rights provided by law or by the
other terms and provisions of this Lease. Tenant agrees to execute as debtor such financing
statement or statements as Landlord may now or hereafter request. Landlord may at its election at
any time file a copy of this Lease as a financing statement. Notwithstanding the above, Landlord
shall neither sell nor withhold from Tenant, Tenant’s business records.
If to Landlord:
Amejak Limited Partnership
c/o The Guild Company
First Place Tower
00 Xxxx 0xx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxxx 00000-0000
c/o The Guild Company
First Place Tower
00 Xxxx 0xx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxxx 00000-0000
Landlord __________
Tenant __________
Tenant __________
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If to Tenant:
First Trinity Financial Corporation
Attention: Xxxxx Xxxx
0000 Xxxx 00xx Xxxxx, Xxxxx 000
Xxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxx
0000 Xxxx 00xx Xxxxx, Xxxxx 000
Xxxxx, Xxxxxxxx 00000
or in each case to such other address as either party may from time to time designate in
writing.
Landlord __________
Tenant __________
Tenant __________
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51. Tenant acknowledges that prior to its entering into of this Lease the Landlord and The
Guild Company, L.L.C. have disclosed to Tenant that:
(a) The Guild Company, L.L.C. is a licensed real estate broker in Oklahoma, and,
(b) With regard to the Building, The Guild Company, L.L.C. is the Landlord’s leasing agent and
property manager.
Landlord
________
Tenant ________
Tenant ________
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| LANDLORD | ||||||||
| Witness: | Amejak Limited Partnership, an Oklahoma Limited Partnership |
|||||||
/s/ [ILLEGIBLE] |
||||||||
| By: | KAJEMA Properties, inc. General Partner |
|||||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||||||
| Xxxxxx X. Xxxxxxxx | ||||||||
| Title: Vice President | ||||||||
| TENANT | ||||||||
| Witness: | First Trinity Financial Corporation, an Oklahoma Corporation |
|||||||
/s/ [ILLEGIBLE] |
||||||||
| By: | /s/ Xxxxx Xxxx | |||||||
| Printed Name: Xxxxx Xxxx Title: Director of Recruiting and Training |
||||||||
Landlord ________
Tenant ________
Tenant ________
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ADDENDUM
ATTACHED TO AND MADE A PART OF
LEASE AGREEMENT BETWEEN
Amejak Limited Partnership, an Oklahoma Limited Partnership, LANDLORD
AND
First Trinity Financial Corporation, TENANT
LEASE AGREEMENT BETWEEN
Amejak Limited Partnership, an Oklahoma Limited Partnership, LANDLORD
AND
First Trinity Financial Corporation, TENANT
A. Provided that this Lease is then in full farce and effect, and provided further that
Tenant is not then in breach or default under any of the terms, covenants or conditions in this
Lease on Tenant’s part to observe or perform, beyond any applicable notice and cure period, if
Landlord intends to lease all or any portion of the space consisting of a portion of Suite 210
as indicated on Exhibit “E-1” and/or Suite 220 on the second floor indicated as “E-2” (the
“Refusal Space”) to a third-party tenant, Landlord shall give Tenant written notice (the
“Refusal Space Notice”) of such intention. During the three (3) business day period
commencing on the date Landlord gives the Refusal Space Notice to Tenant, Tenant shall have the
option (the “Refusal Space Option”) to lease the Refusal Space from Landlord, upon the terms and
conditions contained in the Refusal Space Notice by giving to Landlord written notice by U.S.
certified mail, return receipt requested (the “Exercise Notice”), of Tenant’s exercise of the
Refusal Space Option.
B. If Tenant fails to give the Exercise Notice to Landlord within said three (3) business day
period, time being of the essence, or if Tenant fails for any reason to duly execute and deliver
to Landlord an amendment to this Lease Agreement adding the Refusal Space hereto, within ten
(10) days after Landlord gives Tenant the amendment, time being of the essence, the Refusal
Space Option shall be deemed revoked and of no further force and effect and Landlord may
thereafter proceed with the leasing of the Refusal Space to any third-party tenant upon terms
and conditions satisfactory to said third party tenant and Landlord.
C. Notwithstanding anything contained in this Lease to the contrary, if on the date Landlord
gives the Refusal Space Notice to Tenant or on the date Tenant gives the Exercise Notice to
Landlord, this Lease is not in full force and effect or Tenant is in breach or default under any
of the terms, covenants and conditions in this Lease on Tenant’s part to observe or perform
then, in addition to all of Landlord’s rights and remedies, the Refusal Space Option shall be
deemed revoked and of no further force and effect, and Landlord may thereafter proceed with the
leasing of the Refusal Space to any tenant and upon any terms and conditions.
A. Provided that the Lease is in full force and effect, without the occurrence of an event
of default hereunder or any defaults or breaches under any of the terms, covenants or conditions in
tie Lease on Tenant’s part to observe or perform on the date that Tenant exercises the option
granted herein or on the expiration date of the Lease, Tenant shall have the option (the ‘Extension
Option”), to extend the term of the Lease for one (1) extension term (the “Extension term”) of
three (3) years commencing on the day (the “Extension Term Commencement Date”) next succeeding the
expiration date of the term and ending on the day which shall be the anniversary of said expiration
date, both dates inclusive, in accordance with and subject to the arms, covenants and conditions
hereinafter set forth. Tenant shall exercise the Extension Option ay sending a written notice
thereof (the “Extension Notice”) to Tenant by certified mail, return which is 180 days prior to
said expiration date, time being of the essence. If Tenant shall fail to »end the Extension Notice
receipt requested, within the time and in the manner hereinabove provided, the Extension Option
shall cease and terminate, and Tenant shall have no further option to extend the term. If Tenant
sends the Extension Notice within the time and in the manner as hereinabove provided (one hundred
and eighty (180) days prior to the end of the initial
Landlord ________
Tenant ________
Tenant ________
16
term expiration), the term of the Lease shall be deemed extended for the Extension Term
subject to the terms, covenants and conditions as herein below.
B. The Extension Term shall be upon, and subject to, all of the terms, covenants and conditions
provided in the Lease for the term hereof, without any further right of extension, except that:
(a) Any terms, covenants, or conditions in the Lease (as hereby amended) that are
expressly or by their nature inapplicable to the Extension Term (including,
without limitation, this Paragraph) shall not apply during the Extension Term;
(b) The Base Rental rent payable by Tenant during the Extension Term (the
“Extension Rent”) shall be an amount equal to the Fair Market Rental Value of the
Premises as mutually agreeable to Landlord and Tenant to be prevailing as of the
Extension Term Commencement Date on the basis of a new three year renewal of the
Premises; and
(c) The base year for expenses shall be changed to reflect the new term.
(d) The Fair Market Rental shall take into account the total rent that a comparable
tenant would pay for the comparable space in a building of substantially equivalent
quality, size, condition, and location, considering rental rates and concessions
then prevalent in the marketplace, the remaining lease term, the expected vacancy,
and any other relevant factors
C.
If the term of the Lease is extended as herein before expressly provided, then Landlord
shall have no obligations or duties to paint or otherwise prepare or repair the Premises, or
perform any work or make any installations, in connection with the Extension Term, except as
required by the Lease. When used in subsections A and B of this Paragraph, the term “Tenant”
shall mean only the named Tenant in this Agreement and no assignee, subtenant or successor
thereof.
Landlord ________
Tenant ________
Tenant ________
17
Exhibit “A”
ATTACHED TO AND MADE A PART OF
LEASE AGREEMENT BETWEEN
Amejak Limited Partnership, an Oklahoma Limited Partnership, LANDLORD
AND
First Trinity Financial Corporation, TENANT
LEASE AGREEMENT BETWEEN
Amejak Limited Partnership, an Oklahoma Limited Partnership, LANDLORD
AND
First Trinity Financial Corporation, TENANT
Legal
Description
Lots Three (3) and Four (4), Block Two (2), SHADOW MOUNTAIN II, a Subdivision of the
NE/4 of Xxxxxxx 0, Xxxxxxxx 00 Xxxxx, Xxxxx 00 Xxxx, Xxxx of Tulsa, Tulsa County, State of
Oklahoma, according to the Recorded Plat thereof.
Landlord ________
Tenant ________
Tenant ________
18
Exhibit “B”
ATTACHED TO AND MADE A PART OF
LEASE AGREEMENT BETWEEN
Amejak Limited Partnership, an Oklahoma Limited Partnership, LANDLORD
AND
First Trinity Financial Corporation, TENANT
LEASE AGREEMENT BETWEEN
Amejak Limited Partnership, an Oklahoma Limited Partnership, LANDLORD
AND
First Trinity Financial Corporation, TENANT
Floor Plans
Landlord ________
Tenant ________
Tenant ________
19
Exhibit “C”
ATTACHED TO AND MADE A PART OF
LEASE AGREEMENT BETWEEN
Amejak Limited Partnership, an Oklahoma Limited Partnership, LANDLORD
AND
First Trinity Financial Corporation, TENANT
LEASE AGREEMENT BETWEEN
Amejak Limited Partnership, an Oklahoma Limited Partnership, LANDLORD
AND
First Trinity Financial Corporation, TENANT
Tenant Improvements
Landlord will agree to provide the layout attached in Exhibit “B” and re-carpet and re-paint
the entire Premises at Landlord’s sole cost. Tenant agrees to pay all other expenses incurred in
connection with the Tenant Improvements in the Premises.
Landlord ________
Tenant ________
Tenant ________
20
Exhibit
“C-1”
ATTACHED TO AND MADE A PART OF
LEASE AGREEMENT BETWEEN
Amejak Limited Partnership, an Oklahoma Limited Partnership, LANDLORD
AND
First Trinity Financial Corporation, TENANT
LEASE AGREEMENT BETWEEN
Amejak Limited Partnership, an Oklahoma Limited Partnership, LANDLORD
AND
First Trinity Financial Corporation, TENANT
Construction Drawing
Landlord ________
Tenant ________
Tenant ________
21
Exhibit “D”
ATTACHED TO AND MADE A PART OF
LEASE AGREEMENT BETWEEN
Amejak Limited Partnership, an Oklahoma Limited Partnership, LANDLORD
AND
First Trinity Financial Corporation, TENANT
LEASE AGREEMENT BETWEEN
Amejak Limited Partnership, an Oklahoma Limited Partnership, LANDLORD
AND
First Trinity Financial Corporation, TENANT
Rules and Regulations
1. Sidewalks,
doorways, vestibules, halls, stairways, and similar areas shall not be
obstructed nor shall refuse, furniture, boxes or other items be placed therein by Tenant or its
officers, agents, servants, and employees, or used for any purpose other than ingress and egress to
and from the leased premises or for going from one part of the Building to another part of the
Building. Canvassing, soliciting, and peddling in the Building are prohibited.
2. Plumbing fixtures and appliances shall be used only for the purposes for which constructed,
and no unsuitable material shall be placed therein. Tenant shall pay damage resulting to any such
fixtures or appliances from misuse by Tenant, and Landlord shall not in any case be responsible
therefore.
3. No signs, directories, posters, advertisements, or notices shall be painted or affixed on
or to any of the windows or doors, or in corridors or other parts of the Building, except in such
color, size, and style, and in such places as shall be first approved in writing by Landlord in its
discretion. Landlord will prepare One (1) building standard identification sign at Landlord’s
expense. No additional signs shall be posted without Landlord’s prior written consent as to
location and form, and the cost of preparing and posting such signs shall be borne solely by
Tenant. Landlord shall have the right to remove ail unapproved signs without notice to Tenant, at
the expense of Tenant.
4. Tenant shall not do, or permit anything to be done in or about the Building, or bring or
keep anything therein, that will in any way increase the rate of fire or other insurance on the
Building, or on property kept therein or otherwise increase the possibility of fire or other
casualty.
5. Landlord shall have the power to prescribe the weight and position of heavy equipment or
objects, which may overstress any portion of the floor. All damage done to the Building by the
improper placing of such heavy items will be repaired at the sole expense of the responsible
tenant.
6. Tenant shall notify the Building manager when safes or other heavy equipment or objects are
taken in or out of the Building, and the moving shall be done after written permission is obtained
from Landlord on such conditions as Landlord shall require. Any moving in or moving out of Tenant’s
equipment, furniture, files, and/or fixtures shall be done only with prior written notice to
Landlord, and Landlord shall be entitled to prescribe the hours of such activity, the elevators
which shall be available for such activity and shad, in addition, be entitled to place such other
conditions upon Tenant’s moving activities as Landlord deems appropriate. Tenant shall bear all
risk of loss relating to damage incurred with respect to Tenant’s property in the process of such a
move, and in addition, Tenant shall bear all risk of loss relating to damage incurred with respect
to Tenant’s property in the process of such move, and in addition, shall be responsible for and
indemnify and hold Landlord harmless as to all losses, damages, claims, causes of action, costs
and/or expenses relating to personal injury or property damage sustained by Landlord or any third
party on account of Tenant’s moving activities.
7. Corridor doors, when not in use, shall be kept closed.
Landlord ________
Tenant ________
Tenant ________
22
8. All deliveries must be made via the service entrance and elevators designated by Landlord
for service, if any, during normal working hours. Landlord’s written approval must be obtained
for all delivery after normal working hours.
9. Each tenant shall cooperate with Landlord’s employees in keeping leased premises neat and
clean.
10. Tenant shall not cause or permit any loud or improper noises in the Building, or allow
unpleasant odors to emanate from the leased premises, or otherwise interfere, injure, or annoy in
any way other tenants or persons having business within the Building.
11. No animals shall be brought into or kept in or about the Building.
12. No boxes, crates, or other such materials shall be stored in hallways or other Common
Areas. When Tenant must dispose of crates, boxes, etc., it will be the responsibility of Tenant to
dispose of same prior to, 7:30 a.m. or after 5:30 p.m., so as to avoid having such debris visible
in the Common Area during Normal Business Hours.
13. No machinery of any kind, other than ordinary office machines customary to general office
business, such as computers, typewriters and calculators, shall be operated on leased premises
without the prior written consent of Landlord, nor shall a tenant use or keep in the Building any
flammable or explosive fluid or substance (including Christmas trees and ornaments), or any
illuminating materials, except candles. No space heaters or fans shall be operated in the
Building.
14. No bicycles, motorcycles or similar vehicles will be allowed in the Building.
15. No nails, hooks, or screws shall be driven into or inserted in any part of the Building
except as approved by Building maintenance personnel. Nothing shall be affixed to, or made to hang
from the ceiling of the Premises without Landlord’s prior written consent,
16. Landlord has the right to evacuate the Building in the event of an emergency or
catastrophe.
17. No food and/or beverages shall be distributed from Tenant’s office without the prior
written approval of the Building manager.
18. Tenant shall not change existing locks or place additional locks upon any doors without
the prior written consent of Landlord. Landlord shall furnish all necessary keys, and the same
shall be surrendered upon termination of this Lease, and Tenant shall then give Landlord or his
agent an explanation of the combination of all locks on the doors or vaults. Landlord shall
initially give tenant two (2) keys to the Demised Premises. Tenant shall make no duplicates of
such keys. Additional keys shall be obtained only from Landlord, at a fee to be determined by
Landlord.
19. Tenant will not locate furnishings or cabinets adjacent to mechanical or electrical access
panels so as to prevent personnel from servicing such units as routine or emergency access may
require. Cost of moving such furnishing for Landlord’s access
will be for Tenant’s account. The
lighting and air conditioning equipment of the Building will remain the exclusive charge of the
Building designated personnel.
20. Tenant shall comply with parking rules and regulations as may be posted and distributed
from time to time.
21. No portion of the Building shall be used for the purpose of lodging rooms.
22. Vending machines or dispensing machines of any kind will not be placed in the leased
premises by Tenant, except for one candy machine and one soda machine.
Landlord ________
Tenant ________
Tenant ________
23
23. Prior written approval, which shall be at Landlord’s sole discretion, must be obtained for
installation of window shades, blinds, drapes, or any other window treatment of any kind
whatsoever. Landlord will control all internal lighting that may be visible from the exterior of
the Building and shall have the right to change any unapproved lighting, without notice to Tenant,
at Tenant’s expense.
24. No tenant shall make any changes or alterations to any portion of the Building without
Landlord’s prior written approval, which may be given on such conditions as Landlord may elect. All
such work shall be done by Landlord or by contractors and/or workmen approved by Landlord working
under Landlord’s supervision.
25. Tenant
snail provide and use Plexiglas or other pads for all chairs mounted on rollers or
casters.
26. Landlord reserves the right to rescind or amend any of these rules and regulations and
make such other and further reasonable rules and regulations as in its judgment shall from time to
time be needful for the safety, protection, care and cleanliness of the Building, the operation
thereof, the preservation of good order therein and the protection and comfort of the Tenants and
their agents, employees, and invitees, which reasonable rules and regulations shall be binding upon
each Tenant upon delivery to such Tenant of notice thereof in writing.
27. Landlord will not be responsible for lost or stolen personal property, money or jewelry
from Tenant’s lease Premises or Common Areas (including but without limitation, the parking
facilities) regardless of whether such loss occurs when such area is locked against entry or not.
Landlord may require written authority to be presented to building security personnel prior to
removal of items from the Premises. Such authorization shall be in a form approved by Landlord.
By requiring such authorization, Landlord shall not thereby be deemed to have assumed any
responsibility or liability for loss, theft or disappearance of personal property of Tenants, its
agents, employees and invitees.
28. Landlord reserves the right to close the building after ordinary building hours, subject,
however, to Tenant’s right to admittance under reasonable regulations prescribed by Landlord; and
to require all persons entering the Building after ordinary Building hours, to identify themselves
to the representative of Landlord and establish their right to enter or leave the Building.
Landlord reserves the right to install an electronic entry system in the Building. In the event
Landlord so causes such electronic entry system to be installed in the Building, Landlord will
supply initial entry devices or codes to Tenant and may impose restrictions on the use thereof and
additional rules and regulations relating thereto. Any replacement entry codes or devices shall
be paid by tenant. Each Tenant shall be solely responsible for the entry device or codes issued
to it and its employees and each Tenant shall be liable and responsible for any damage or injury
suffered as a result of the entry device or code being used by unauthorized persons.
29. Tenant shall surrender and return all keys, codes, card, and other entry devices to the
Premises and/or Building upon termination of its Lease.
30. Tenant shall inform in a timely manner, each of its employees, agents, invitees or guests
of the rules and regulations of the Building and cause such parties to comply therewith.
31. No smoking anywhere in the building including within the “Leased Premises”.
32. No firearms in the building.
Landlord ________
Tenant ________
Tenant ________
24
Exhibit “E”
ATTACHED TO AND MADE A PART OF
LEASE AGREEMENT BETWEEN
Amejak Limited Partnership, an Oklahoma Limited Partnership, LANDLORD
AND
First Trinity Financial Corporation, TENANT
LEASE AGREEMENT BETWEEN
Amejak Limited Partnership, an Oklahoma Limited Partnership, LANDLORD
AND
First Trinity Financial Corporation, TENANT
Confirmation of Prior Agency Disclosure
The Oklahoma Real Estate Commission Rules require a licensee, as agent or principal, to
clearly disclose the agency relationship(s) to the Landlord and Tenant prior to their entering into
a binding agreement, and to confirm the prior agency disclosure in a separate provision,
incorporated in or attached to that agreement.
In compliance with this Commission Rule, Landlord and Tenant confirm that before they entered
into this Lease Agreement, The Guild Company, L.L.C. and Xxxx Guild had previously disclosed that
they represent the Landlord.
| LANDLORD | ||||||||
| Amejak Limited Partnership, an Oklahoma Limited Partnership |
||||||||
| By: | KAJEMA Properties,
Inc. General Partner |
|||||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||||||
| Xxxxxx X. Xxxxxxxx | ||||||||
| Title: Vice President | ||||||||
Date 1/10/05 |
||||||||
| TENANT | ||||||||
| First Trinity Financial Corporation,
an Oklahoma Corporation |
||||||||
Date
1/7/05
|
By: | /s/ Xxxxx Xxxx | ||||||
| Printed Name: Xxxxx Xxxx Title: Director of Recruiting and Training |
||||||||
Landlord ________
Tenant ________
Tenant ________
25