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”).
WITNESSETH:
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
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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.
2. Lease Grant. In consideration of the obligations of Tenant to pay rental as
herein provided and in consideration of the other terms, covenants and conditions hereof, the
Landlord hereby demises and leases to Tenant, and Tenant hereby takes from Landlord, the
Premises for the Lease Term specified subject to and upon the terms and conditions herein set
forth. This Lease am the obligations hereunder are conditioned upon faithful performance by
Tenant of all of the agreements and covenants herein set out and agreed to by Tenant.
3. Lease Term.
(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.
4. Use. The Premises shall be used for general office purposes only and for no
other purpose. Tenant agrees not to use or permit the use of the Premises for any purpose which
is illegal, or which, in Landlord’s opinion, creates a nuisance or which would increase the cost
of or
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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.
5. Base Rental.
(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.
6. Basic Cost increase Adjustment. The Base Rental payable hereunder shall be
adjusted upward from time to time in accordance with the following provisions:
(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.
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7. Services to be Furnished by Landlord. Landlord agrees to furnish Tenant
the following services:
(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.
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9. Maintenance and Repair of Premises by Landlord. Except as otherwise expressly
provided herein, Landlord shall not be required to make any repairs to the Premises, the
Building, or the Project.
10. Graphics. Tenant shall not erect or install any sign or other type display
whatsoever, either upon the exterior of the Building, upon or in any window, or in any lobby,
without the prior express written consent of Landlord. The color and fabric of the lining of all
drapes or, if unlined, the draperies themselves which Tenant desires to place on exterior
windows or openings of the Building or Premises, must be approved by Landlord prior to their
installation so that a uniform color appearance may be preserved from the exterior of the
Building and Premises. Landlord agrees to furnish a directory of the names and locations of its
tenants and to install and maintain the same at a convenient location in the lobby of the
Building. The initial listing of the name and room number of the Tenant (including a sign for
the suite identifying Tenant) shall be furnished without charge. The listings of additional
names or room numbers and changes or revisions of listings shall be made by Landlord at the cost
of Tenant.
11. Care
of the Premises by Tenant. Tenant agrees not to commit or allow any waste
or damage to be committed on any portion of the Premises, and at the termination of this Lease
to deliver up the Premises to Landlord in as good condition as at the date of the commencement
of the term of this Lease, ordinary wear and tear accepted.
12. Repairs and Alterations by Tenant. Tenant covenants and agrees with Landlord
that all repairs and replacements to the Building or Project occasioned by damage done to the
Building or Project or any part thereof caused by Tenant or Tenant’s agents, employees,
invitees, or visitors shall be made by Landlord or Landlord’s designee at the Tenant’s sole cost
and expense. Such repairs shall restore the Building or Project to as good a condition as it was
in prior to such damage and shall be affected in compliance with ail Applicable Laws. Tenant
shall reimburse the Landlord’s cost of such repairs and alterations within fifteen (15) business
days of Landlord’s written demand as additional rent. Tenant agrees with Landlord not to make or
allow to be made any alterations to the Premises, install any vending machines on the Premises,
or place signs on the Premises which are visible from outside the Premises, without first
obtaining the prior written consent of Landlord in each such instance, which consent may be
given on such conditions as Landlord may elect.
13. Use of Electrical Services by Tenant. Tenant’s use of electrical services
furnished by Landlord shall be subject to the following:
(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.
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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.
14. Parking. During the term of this Lease, Tenant shall have the
non-exclusive use in common with Landlord, other tenants of the Building, their guests and
invitees, of the non-reserved common automobile parking areas, driveways, and footways, subject
to rules and regulations for the use thereof as prescribed from time to time by Landlord.
Landlord reserves the right to designate parking areas within the Project or in reasonable
proximity thereto, for Tenant and Tenant’s agents and employees. Tenant shall provide Landlord
with a list of all license numbers for the cars owned or operated by Tenant, its agents and
employees. In the event that Tenant, its agents and employees, park on portions of the Common
Area other than those assigned to Tenant, Landlord reserves the right to charge Tenant as
additional rental hereunder twenty-five Dollars ($25.00) for each such occurrence. Tenant will be
granted access to the Building, the Premises and the parking area twenty-four (24) hours per day,
seven (7) days per week.
15. Laws and Regulations. Tenant agrees to comply with all applicable laws,
ordinances, rules and regulations of any governmental entity or agency having jurisdiction of
the Premises.
16. Hazardous Waste and Air Pollution
(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.
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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.
17. Building Rules. Tenant will comply with the rules of the Building and the
Project adopted and altered by Landlord from time to time and will cause all of its agents,
employees, invitees and visitors to do so; all changes to such rules will be sent by Landlord to
Tenant in writing. The initial rules for the Project are attached hereto as Exhibit “D” and made
a part hereof.
18. Entry by Landlord. Tenant agrees to permit Landlord or its agents or
representatives to enter into and upon all or any part of the Premises or to the Building at all
reasonable hours (and in emergencies at all times) and upon notice to inspect the same, to show
the Premises to prospective purchasers, mortgagees, tenants or insurers, or to clean or make
repairs, alterations or additions, and Tenant shall not be entitled to any abatement or reduction
of rent by reason thereof. Landlord shall use reasonable efforts to minimize any interference
with Tenant’s use or occupancy of the Premises, and shall be liable for its gross negligence or
willful misconduct that causes said unreasonable interference.
19. Assignment and Subletting.
(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.
20. Mechanic’s Liens. Tenant will not permit any mechanic’s or materialman’s lien
or liens to be placed upon the Premises, the Building, or the Project and nothing in this Lease
shall be deemed or construed in anyway as constituting the consent or request of Landlord,
express or implied, by inference or otherwise, to any person for the performance of any labor or
the furnishing of any materials to the Premises, the Building, or the Project, or any part
thereof, nor as giving Tenant any right, power, or authority to contract for or permit the
rendering of any services or the furnishing of any materials that would give rise to any
mechanic’s, materialman’s, or other liens against the Premises. In the event any such lien is
attached to the Premises, then, in addition to any other right or remedy of Landlord, Landlord
may, but shall not be obligated to, discharge the same if said discharge has not been obtained
by Tenant. Any amount paid by
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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.
21. Insurance.
(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.
22. Property Taxes. Landlord agrees (subject to the provisions of Paragraph 6
hereof) to pay all ad valorem taxes levied against the Project, but Tenant shall be liable for
all taxes levied against personal property and trade fixtures placed by Tenant in the Premises.
If any taxes for which Tenant is liable under this Paragraph are levied against Landlord or
Landlord’s property and if Landlord elects to pay the same or if the assessed value of
Landlord’s property is increased by inclusion of personal property and trade fixtures placed by
Tenant in the Premises and Landlord elects to pay the taxes based on such increase, Tenant
shall pay to Landlord as additional rent upon demand that part of such taxes for which Tenant
is liable hereunder.
23. Indemnity. Landlord and its directors, members, shareholders, officers, agents,
managers, and employees shall not be liable to Tenant, or to Tenant’s directors, officers, members,
shareholders, agents, servants, employees, customers, or invitees for any injury to person or
damage to property caused by any act, omission, or neglect of Tenant, its agents, servants, or
employees, invitees, licensees or any other person entering the Project under the invitation of
Tenant or arising out of the use of the Premises by Tenant and the conduct of its business or out
of a default by Tenant in the performance of its obligations hereunder. Tenant hereby indemnifies
and holds Landlord and its directors, officers, members, shareholders, agents, servants, employees,
customers, or invitees harmless from all liability and claims for any such damage or injury.
24. Waiver of Subrogation Rights. Anything in this Lease to the contrary
notwithstanding, Landlord and Tenant each hereby waives any and all rights of recovery, claim,
action, or cause of action, against the other, its agents, officers, managers, or employees, for
any loss or damage that may occur to the Premises, or any improvements thereto, or the Building or
the Project, or any improvements thereto, or any personal property of such party therein, by reason
of fire, the elements, or any other cause(s) which are insured against and fully covered under the
terms of the standard fire and extended coverage insurance policies referred to in
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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.
25. Casualty
Damage. if the Premises or any part thereof shall be damaged by fire or
other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the
Building shall be so damaged that substantial alteration or reconstruction of the Building shall be
required (whether or not the Premises shall have been damaged by such casualty) or in the event any
mortgagee of the Building should require that the insurance proceeds payable as a result of a
casualty be applied to the payment of the mortgage debt or in the event of any material uninsured
loss to the Building, may, at its option, terminate this Lease by notifying in writing of such
termination within ninety (90) days after the date of such damage. If Landlord does not thus elect
to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore
the Building to substantially the same condition in which it was immediately prior to the happening
of the casualty, except that Landlord’s obligation to restore shall not exceed the scope of the
work required to be done by Landlord at Landlord’s expense in originally constructing the Building
and installing the Tenant improvements, nor shall Landlord be required to spend for such work an
amount in excess of the insurance proceeds actually received by Landlord as a result of the
casualty. When the portions of the Premises originally furnished at Landlord’s expense have been
restored by Landlord, Tenant shall, at Tenant’s expense, complete the restoration of the Premises,
including the reconstruction of all improvements in excess of those Tenant Improvements
originally installed at Landlord’s expense, and the restoration of Tenant’s furniture and
equipment. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to
the business of Tenant resulting in any way from such damage or the repair thereof, except that,
subject to the provisions of the next sentence, Landlord shall allow Tenant a fair diminution of
rent during the time and to the extent the Premises are unfit for occupancy. If the Premises or
any other portion of the Building or the Project be damaged by fire or other casualty resulting
from the negligence of Tenant or any of Tenant’s agents, employees, or invitees, the rent hereunder
shall not be diminished during the repair of such damage and Tenant shall be liable to Landlord for
the cost of the repair and restoration of the Building or the Project caused thereby to the extent
such cost and expense is not covered by insurance proceeds.
26. Condemnation. If the whole or substantially the whole of the Building or the
Premises should be taken for any public or quasi-public use, by right of eminent domain or
otherwise, or should be sold in lieu of condemnation, then this Lease shall terminate as of the
date when physical possession of the Building or the Premises is taken by the condemning authority.
If less than the whole or substantially the whole of the Building or the Premises is thus taken or
sold, Landlord (whether or not the Premises are affected thereby) may terminate this Lease by
giving written notice thereof to Tenant; in which event, this Lease shall terminate as of the date
when physical possession of such portion of the Building or Premises is taken by the condemning
authority, if this Lease is not so terminated upon any such taking or sale, the Base Rental
payable hereunder shall be proportionately diminished by an equitable amount, and Landlord shall,
to the extent Landlord deems feasible, restore the Building and the Premises to substantially their
former condition, but such work shall not exceed the scope of the work done by Landlord in
originally constructing the Building and the Tenant Improvements, nor shall Landlord in any event
be required to spend for such work an amount in excess of the amount received by Landlord as
compensation for such taking. All amounts awarded upon a taking of any part or all of the Building
or the Premises shall belong to Landlord, and Tenant shall not be entitled to, and expressly waives
all claims to, any such compensation.
27. Damages From Certain Causes. Landlord shall not be liable to Tenant for any loss
or damage to any property or person occasioned by theft, fire, act of God, public enemy,
injunction, riot, strike, insurrection, war, court order, requisition, or order of governmental
body or authority or by any other cause beyond the control of Landlord. Absent its gross
negligence or willful misconduct, Landlord shall not be liable for any damage or inconvenience,
which may arise through repair or alteration of any part of the Building, the Project, or the
Premises.
Landlord _________
Tenant _________
Tenant _________
9
28. Events of Default/Remedies.
(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 _________
10
(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.
29. Peaceful
Enjoyment. Tenant shall, with respect to Landlord or anyone holding by
through or under Landlord, and may peacefully have, hold, and enjoy the Premises except as to such
portions thereof, if any, as shall be taken under the power of eminent domain or as may be sold in
lieu thereof, subject to other terms hereof, provided that Tenant pays the rent and other sums
herein recited to be paid by Tenant and performs all of Tenant’s covenants and agreements herein
contained. This covenant and any and all other covenants of Landlord shall be binding upon each of
Landlord and its successors only with respect to breaches occurring during the respective periods
of ownership of each of the Landlord’s interest hereunder.
30. Intentionally Omitted
31. Holding Over. In the event of holding over by Tenant after expiration or other
termination of this Lease, Tenant shall, throughout the entire holdover period, pay rent equal on a
per diem basis, to 200% of the Base Rental and additional Base Rental which would have been
applicable had the term of this Lease continued through the period of such holding over by Tenant.
No holding over by Tenant after the expiration of the Lease Term shall be construed to extend the
term of the Lease. The provision of this paragraph shall not be in place of or in lieu of, but
shall be in addition to, the provisions of Paragraph 28(b).
32. Subordination to Mortgage. Tenant accepts this Lease subject and
subordinate to any mortgage, deed of trust or other lien presently existing or hereafter, provided
it receives a non-disturbance agreement, arising upon the Premises, upon the Building or upon the
Project as a whole, and to any renewals, refinancing, modifications and extensions thereof, but
Tenant agrees that any such mortgagee shall have the right at any time to subordinate such
mortgage, deed of trust or other lien to this Lease on such terms and subject to such conditions as
are reasonable. Landlord is hereby irrevocably vested with full power and authority to
subordinate this Lease to any mortgage, deed of trust or other lien now existing or hereafter
placed upon the Premises, the Building or the Project as a whole, and Tenant agrees upon demand to
execute such further reasonable instruments subordinating this Lease or attorning to the holder of
any such liens as Landlord may request. The terms of this Lease are subject to approval by the
Building’s permanent lender(s), and such approval is a condition precedent to Landlord’s
obligations hereunder. it will from time to time upon request by the execute and deliver to such
persons as requested a statement in recordable form certifying that this Lease is unmodified and in
full force and effect (or if there have been modifications, that the same is in full force and
effect as so modified), stating the dates to which rent and other charges payable under this Lease
have been paid, stating that in default hereunder (or if a default is alleged, stating the nature
of such alleged default) and further stating such other matters as shall reasonably be required.
33. Landlord’s Lien. Tenant hereby grants to Landlord a lien and security interest on
all equipment, goods, furniture, fixtures, and inventory of Tenant now or hereafter placed in or
upon the Premises and the proceeds thereof, and such property shall thereafter, wherever located,
be and remain subject to such lien and security interest of Landlord for payment of all rent and
other sums agreed to be paid by Tenant herein. The provisions of this paragraph relating to such
lien and security interest shall constitute a security agreement under and subject to the Oklahoma
Uniform Commercial Code so that Landlord shall have and may enforce a security interest on all such
property of Tenant now or hereafter placed in or on the Premises, in
Landlord _________
Tenant _________
Tenant _________
11
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.
34. Attorney’s Fees. In the event either party defaults in the performance of any of
the terms of this Lease and the other party employs an attorney in connection therewith, the
prevailing party shall recover from the defaulting party the prevailing party’s reasonable
attorney’s fees and costs incurred in connection therewith.
35. No implied Waiver. The failure of either party to insist at any time upon the
strict performance of any covenant or agreement of this Lease or to exercise any option, right,
power or remedy contained in this Lease shall not be construed as a waiver or a relinquishment
thereof for the future. No payment by Tenant or receipt by Landlord of an amount less than the
monthly installment of rent due under this Lease shall be deemed to be other than on account of the
earliest rent due hereunder, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment of rent be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord’s right to recover the balance of such
rent or pursue any other remedy in this Lease provided.
36. Personal Liability. The liability of Landlord to Tenant for any default by
Landlord under the terms of this Lease shall be limited to the interest of Landlord in the Project
and Tenant agrees to look solely to Landlord’s interest in the Project for the recovery of any
judgment from the Landlord, it being intended that Landlord shall not be personally liable for any
judgment or deficiency.
37. Security Deposit. The Security Deposit shall be held by Landlord without
liability for interest and as security for the performance by Tenant of Tenant’s covenants and
obligations under this Lease, it being expressly understood that the Security Deposit shall not be
considered an advance payment of rental or a measure of Tenant’s damages in case of default by
Tenant. Unless otherwise provided by mandatory non-waivable law or regulation, Landlord may
commingle the Security Deposit with Landlord’s other funds. Landlord may, from time to time,
without prejudice to any other remedy, use the Security Deposit to the extent necessary to make
good any arrearages of rent or to satisfy any other covenant or obligation of Tenant hereunder.
Following any such application of all or any part of the Security Deposit, Tenant shall pay to
Landlord on demand the amount so applied in order to restore the Security Deposit to its original
amount. If Tenant is not in default at the termination of this Lease, the balance of the Security
Deposit remaining after any such application shall be returned by Landlord to Tenant. If Landlord
transfers its interest in the Premises during the term of the Lease, Landlord may assign the
Security Deposit to the transferee and thereafter shall have no further liability for the return of
such Security Deposit.
38. Notice. Any notice in the Lease provided for must, unless otherwise expressly
provided herein, be in writing, and may, unless otherwise in this Lease expressly provided, be
given or be served by depositing the same in the United States mail, postpaid and certified and
addressed to the party to be notified, with return receipt requested. Notice deposited in the mail
in the manner hereinabove described shall be effective from and after the expiration of three (3)
days after it is so deposited. Notices mailed shall be addressed to the parties at the following
addresses:
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 __________
12
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.
39. Severability. If any term or provision of this Lease, or the application thereof
to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of
this Lease, or the application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term
and provision of this Lease shall be valid and enforced to the fullest extent permitted by law.
40. Recordation.
Tenant agrees not to record this Lease.
41. Governing Law. This Lease and the rights and obligations of the parties hereto
should be interpreted, construed, and enforced in accordance with the laws of the State of
Oklahoma, and the parties agree that venue for all actions concerning this Lease shall be in the
State or Federal courts in Tulsa County, Oklahoma.
42. Force Majeure. Whenever a period of time is herein prescribed for the taking of
any action by Landlord, Landlord shall not be liable or responsible for, and there shall be
excluded from the computation of such period of time, any delays due to strikes, riots, acts of
God, shortages of labor or materials, war, governmental laws, regulations or restrictions, or any
other cause whatsoever beyond the control of Landlord.
43. Time of Performance. Except as expressly otherwise herein provided, with respect
to all required acts of Tenant time is of the essence of this Lease.
44. Transfers by Landlord. Landlord shall have the right to transfer and assign, in
whole or in part, all its rights and obligations hereunder and in the Premises, the Building, the
Project, and property referred to herein, and in such event and upon such transfer Landlord shall
be released from any further obligations hereunder and Tenant agrees to look solely to Landlord’s
successor in interest then occupying Landlord’s position hereunder for the performance of such
obligations.
45. Commissions. Landlord and Tenant hereby indemnify and hold each other harmless
against any loss, claim, expense, or liability with respect to any commissions or brokerage fees
claimed on account of the execution and/or renewal of this Lease and due to any action of the
indemnifying party. Tenant warrants and represents that it has had dealings with The Guild
Company, X.XX. and no other brokers. Landlord is responsible for payment of all commissions per a
separate agreement.
46. Effect of Delivery of This Lease. Landlord has delivered a copy of this Lease
to Tenant for Tenant’s review only, and the delivery hereof does not constitute an offer or option
to Tenant for Tenant to lease the Premises. This Lease shall not be effective until a copy
executed by both Landlord and Tenant is delivered to and accepted by Landlord.
47. Relocation. Intentionally omitted
48. Building Name. Landlord reserves the right at any time and from time to time,
upon thirty (30) days notice to Tenant, to change the name by which the Building is designated.
Landlord shall not be liable to Tenant for any damages whatsoever, either direct or consequential,
which may occur as a result of such name change.
Landlord __________
Tenant __________
Tenant __________
13
49. Corporate Authority. If Landlord or Tenant is a corporation or other
entity, each warrants that it has legal authority to operate and is authorized to do business in
the state of Oklahoma. Landlord, Tenant and the persons executing this Lease on behalf of each
party warrant that the person or persons executing this Lease has authority to do so and to fully
obligate such party to all terms and provisions of this Lease. Each party shall, upon request from
the other, furnish a certified copy of resolutions of the Board of Directors authorizing this Lease
and granting authority to execute it to the person or persons who have executed it.
50. Exhibits. Exhibits “A”, “B”, “C”, “C-1”, “D”, “E” and Addendum are attached
hereto and incorporated herein and made a part of this Lease for all purposes:
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.
52. Joint
and Several Liability. If there is more than one (1) Tenant, the obligations
hereunder imposed on Tenant shall be joint and several. If there is a guarantor of Tenant’s
obligations hereunder, the obligations hereunder imposed upon Tenant shall be joint and several
obligations of Tenant and such guarantor, and Landlord need not first proceed against Tenant
hereunder before proceeding against such guarantor, nor shall any such guarantor be released from
its guarantee for any reason whatsoever, including (without limitation) any amendment of this
Lease, any forbearance by Landlord or waiver of any of Landlord’s rights, and the failure to give
Tenant or such guarantor any such notices or the release of any party liable for the payment of
Tenant’s obligations hereunder.
53. Binding Effect. The provisions of this Lease shall be binding upon and inure to
the benefit of the Landlord and tenant, respectively and to their respective heirs, personal
representatives, successors and assigns, subject to the provisions of the paragraph hereof entitled
“Assignment and Subletting”.
54. Entire
Agreement. It is expressly agreed by Tenant, as
material consideration for the execution of this Lease that there are, and where no verbal
representations, understandings, stipulations, agreements or promises pertaining thereto, not
incorporated herein, and it is likewise agreed that this Lease shall not be altered, waived,
extended or amended except by a written agreement signed by Landlord and Tenant unless otherwise
expressly provided herein.
55. Abandoned Property. Alt of Tenant’s furniture, moveable trade fixtures and other
personal property not removed by tenant from the Premises within five (5) days after the
termination of this Lease, whether termination shall occur by the lapse of time or otherwise, shall
be conclusively presumed to have been abandoned by Tenant, and Landlord may, at its option and
election, thereafter take possession of property and either (i) declare same to be the property of
Landlord or (ii) at the cost and expense of the Tenant dispose of such property, in any manner and
for whatever consideration Landlord in its sole discretion shall deem most advisable. Nothing
contained in this paragraph shall prejudice Landlord’s rights as a lien holder and secured party
under paragraph 33 of this Lease, and the rights granted to Landlord under this paragraph shall be
cumulative of its rights as a lien holder and secured party,
56. Heading. The caption and section headings of this Lease are for
convenience only and shall not be construed as a part of or affect the construction or
interpretation of any provision of this Lease.
Landlord
________
Tenant ________
Tenant ________
14
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in multiple
counterparts as of the day and year first above written.
| 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 ________
15
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
1. RIGHT OF FIRST REFUSAL
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.
2. RENEWAL OPTION
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
