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Exhibit 10.7
MID-CONTINENT TOWER LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Lease"), is made and entered into on this 29
day of August, 1994, between RMM Corporation ("Landlord") and System &
Programming Resources of Tulsa, Inc., d/b/a SPR ("Tenant").
W I T N E S S E T H :
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 Mid-Continent Tower, located on the
real property described in Exhibit "At" attached hereto and made a part hereof
which has a street address of 401 South Boston, Tulsa, Oklahoma 74103.
(c) "Premises" shall mean the suite of offices known as Suite 400 on
the 4th floor of the Building and outlined on the floor plan attached to this
Lease as Exhibit "B" and made a part hereof. The Premises are stipulated for
all purposes to contain approximately 2871 square feet of "Net Rentable Area"
(as hereafter defined); provided, however, that Landlord may, at any time
during the term of this Lease, cause precise measurements of the Building
(including Common Areas and Service Areas, as hereafter defined) and the
Premises to be made, and the Net Rentable Area of the Building and of the
Premises, as well as the Base Rental (as hereafter defined) shall be adjusted
upward or downward accordingly, effective as of the Commencement Date. The
Premises are located in the Building.
(d) "Base Rental" shall mean the sum of $156,271.50 as described on
the Base Rental Schedule attached hereto and made a part hereof as adjusted
under Paragraph 6 hereof and under any other provision of this Lease. The Base
Rental due for the first month of the Lease Term (as hereafter defined) has
been deposited with Landlord by Tenant contemporaneously with the execution
hereof.
(e) "Commencement Date" shall mean October 1, 1994.
(f) "Lease Term" shall mean the term commencing on the Commencement
Date and continuing until sixty-three (63) months after the first day of the
first full calendar month following the Commencement Date.
(g) "Security Deposit" shall mean the sum of $2,131.00. The Security
Deposit has been deposited with Landlord by Tenant contemporaneously with the
execution hereof.
(h) "Building Common Areas" shall mean those areas devoted to lobbies
and entryways."
(i) "Common Areas" shall mean the Building Common Areas and
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.
(j) "Single Floor Common Areas" shall mean that part of the Common
Areas located on a designated floor.
(k) "Service Areas" shall mean those areas within the outside walls
of the Building used for elevator mechanical rooms, building stairs, fire
towers, elevator shafts, flues, vents, stacks, pipe shafts and vertical ducts
(but shall not include any such areas for the exclusive use of a particular
Tenant).
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(l) "Net Rentable 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 or Service
Areas side of walls separating the Common Areas and Service Areas from any
other areas of the floor.
(m) "Net Rentable Area of the Building" shall mean the total of the
Net Rentable Area of all floors of the Building.
(n) "Net Rentable 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
or Service Areas side of walls separating the Premises from Common Areas and
Service Areas, subject to the following:
(1) Net Rentable Area of the Premises shall not include any
Service Areas.
(2) Net Rentable Area of the Premises shall include a pro rata
part of the Building Common Areas plus a pro rata part of the Single Floor
Common Areas on the floor on whith the Premises are located, such prorations
based upon an allocation to each floor of the Building of Building Common Areas
(based upon the Net Rentable Area of each floor and the Net Rentable Area of
the Building, exclusive of Building Common Areas) and upon the ratio of the Net
Rentable Area of the Premises to the total Net Rentable Area of such floor. The
Single Floor Common Areas on floor(s) upon which the Premises are located may
be adjusted as determined by Landlord from time to time to conform such
allocation to changes in the configuration of rented spaces and Common Areas
upon such floor.
(3) Net Rentable Area of the Premises shall include any columns
and/or projection(s) which protrude into the Premises and/or the Common Areas.
(o) "Basic Costs" shall mean all 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, however, include the
amortization of capital improvements which are primarily for the purpose of
reducing Basic Costs, or which are required by governmental authorities.
(p) "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.
(q) "Tenant Improvements", when used herein, shall mean those
improvements to the Premises which Landlord has agreed to provide pursuant to
the plans and bid ("collectively Plans") attached to Exhibit "C" hereto and
made a part hereof. All Tenant Improvements shall be made and constructed only
by Landlord or Landlord's designee. Except to the extent otherwise agreed (and
described on an addendum to the Plans), the making and constructing of the
Tenant Improvements shall be at Tenant's expense. "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.
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2. Lease Grant. Subject to and upon the terms herein set forth, Landlord
leases to Tenant and Tenant leases from Landlord the Premises.
3. Lease Term. 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.
4. Use. The Premises shall be used for office purposes 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 insurance coverage with respect to the
Project or the Building.
5. Base Rental.
(a) Tenant agrees to pay to Landlord during the Lease Term, without
any setoff or deduction whatsoever, the Base Rental and all 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 Base Rental,
together with any estimated adjustments thereto pursuant to Paragraphs 6, 19,
20, and 28 hereof and pursuant to any other provision of this Lease, shall be
due and payable in advance in monthly installments as shown on the Base Rental
Schedule attached hereto on the first day of each calendar month during the
Lease Term except as the first month's Base Rental may have been paid with the
execution hereof, 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 in Tulsa County as may be designated by Landlord in writing from
time to time) monthly, in advance, and without demand.
(b) In the event all or any part of any installment of rent is not
paid when due and payable, Landlord may at its sole option require Tenant to
pay a late payment fee of $100.00. In addition, an interest charge shall accrue
on the delinquent rent at one and one-half percent (1 1/2%) per month.
(c) In the event any installment of rent paid by check is returned to
the Landlord because of insufficient funds, Tenant shall pay to Landlord as
rent on demand a returned check charge fee of $50.00.
6. Basic Cost Increase Adjustment. The Base Rental payable hereunder
shall be adjusted upward (but not downward) from time to time in accordance
with the following provisions:
(a) The Building contains approximately 321,500 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 the actual Basic Costs for the calendar year 1993 (such estimate on a
square foot of Net Rentable Area in the Building basis being hereafter referred
to as the "Expense Stop"). Tenant shall, when Landlord so requires, during the
Lease Term pay as an adjustment to Base Rental hereunder an amount (per each
square foot of Net Rentable Area of the Premises, including those portions of
Common Areas allocated to the Premises from time to time) equal to the excess
("Excess") from time to time of actual Basic Costs 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
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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, at its expense, 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 calendar 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 subparagraph 6(a) above, then, if
higher, Landlord may at Landlord's discretion, apply any over-payment to the
estimate described in the next to the last sentence in the preceding paragraph
or apply any over-payment in equal installments to the monthly Base Rental for
the remainder of the then current calendar year or, if lower, Tenant shall pay
to Landlord any under-payment within ten (10) days of such determination.
(c) Notwithstanding anything to the contrary contained herein,
Landlord and Tenant agree that for the months of October, November, and
December, 1994, Tenant shall pay to Landlord, in lieu of adjustment of Base
Rental under the terms of subparagraph 6(a) above, the sum of $85.83 in each of
said three months as an adjustment to the installment of Base Rental for each
of said three months and shall be payable at the same time and on the same
terms as the installment of Base Rental for each of said three months is
otherwise payable. This provisions of this subparagraph 6(c) shall not alter or
affect in any way the adjustment of Base Rental pursuant to the provisions of
subparagraph 6(a) hereof except for the calendar year 1994.
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 during "Normal Business Hours"
for the Building (which are 7:30 a.m. to 6:00 p.m. on Mondays through Fridays
and 8:00 a.m. to 1:00 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 three (3) days in advance of the date
such usage is requested. Tenant shall bear the entire 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 upon demand.
(b) Routine maintenance and electric lighting service for all
Exterior Common Areas, Building Common Areas, Single Floor Common Areas on the
floor on which the Premises are located, and Service 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 pay the additional
cleaning cost attributable thereto as additional rent upon presentation of a
statement therefor 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
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directory in the lobby of the Building at a ratio of one (1) line per one
thousand (1,000) square feet of Net Rentable Area of the Premises. Landlord
agrees to provide Tenant's name and suite number, at Tenant's sole cost and
expense, in a standard form selected by Landlord, on or adjacent to the entry
door to the Premises.
11. Care of the Premises by Tenant. Tenant agrees not to commit or allow
any waste 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 excepted.
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 effected in compliance with all applicable
laws. Tenant shall pay the Landlord's cost of such repairs and alterations to
the Landlord in advance 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. Any and all alterations to the Premises shall be made by
Landlord or Landlord's designee and shall become the property of Landlord upon
termination of this Lease (except for movable equipment or furniture owned by
Tenant). Landlord may, nonetheless, require Tenant to remove any and all
fixtures, equipment and other improvements installed on the Premises which
removal, if required, shall be performed by Landlord or Landlord's designee
and, in such event Tenant shall pay to Landlord on demand Landlord's cost of
restoring the Premises to Building Standard.
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 2 watts 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 2 watts 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 subparagraphs 13(a) and 13(b),
or generates heat in excess of that 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 submeters, 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, upon 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. Laws and Requlations. Tenant agrees to comply with all applicable
laws, ordinances, rules and regulations of any governmental entity or agency
having jurisdiction of the Premises.
15. 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.
16. 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) to
inspect the same, to show the Premises to prospective purchasers, mortgagees,
tenants or insurers, or to clean or make repairs, alterations or additions
thereto or to the Building or Project, and Tenant shall not be entitled to any
abatement or reduction of rent by reason thereof.
17. Assignment and Subletting.
(a) Tenant shall not assign, sublease, transfer, sell or encumber
this Lease or any interest therein. Any attempted assignment, sublease,
transfer, sale, or encumbrance by Tenant in violation of the term and covenants
of this paragraph shall be void.
(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, notwithstanding the fact that 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, sublessee, transferee, or purchaser of Tenant's interest in this
Lease (all such assignees, sublessees, 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. In no
event shall such assignment, subletting, transfer, or sale relieve Tenant of
liability for any obligation hereunder, regardless of whether any assignee,
sublessee, transferee, or purchaser assumes Tenant's liability hereunder and
regardless of whether such assignment, subletting, transfer, or sale is
approved by Landlord.
18. 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
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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. Any amount paid by Landlord for any of the aforesaid purposes shall
be paid by Tenant to Landlord on demand as additional rent.
19. 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 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 subparagraph 23 hereof. Tenant's insurance pursuant to
the provisions of subparagraphs 19(a) and 19(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. All policies of insurance
required of Tenant under this Lease and representing the coverages and
conditions required by any provision of this Lease (including without
limitation subparagraphs 19(a) and 19(b) and Paragraph 22) shall contain an
endorsement requiring thirty (30) days' prior written notice to Landlord before
cancellation, termination or change in the coverage, scope, amount, or
conditions of any such policy. Each such policy, or a certificate thereof
evidencing to Landlord's satisfaction such coverages and conditions, together
with evidence of payment of premiums, shall be deposited with Landlord at the
commencement of the Lease Term, and on renewal of the policy not less than
thirty (30) days before expiration of the term of the policy.
(b) Each of Tenant and Landlord shall, each at its own expense,
except Landlord's policy premiums shall be included in Basic Costs, 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 approved by Landlord, such insurance to afford minimum protection of
not less than $1,000,000 combined single limit coverage of bodily injury,
property damage or combination thereof. Landlord shall be named as an
additional insured on Tenant's insurance required by this subparagraph l9(b).
Landlord shall not be required to maintain insurance against thefts within the
Premises, the Building or the Project generally.
20. 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 upon demand that part of such taxes
for which Tenant is liable hereunder.
21. Indemnity. Landlord and its officers, agents, managers, and employees
shall not be liable to Tenant, or to Tenant's agents,
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servants, employees, customers, or invitees for any injury to person or damage
to property, including without limitation liability for consequential damages,
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 officers, agents, managers, and employees harmless from all
liability and claims for or resulting from any such damage or injury.
22. 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 under
the terms of the standard fire and extended coverage insurance policies
referred to in Paragraph 19 hereof, regardless of cause or origin, including
negligence of the other party hereto, its agents, officers, managers, or
employees.
23. 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, in Landlord's sole opinion, 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,
Landlord may, at its option, terminate this Lease by notifying Tenant 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 fault or 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.
24. 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
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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 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 claim to, any such compensation.
25. 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. Nor shall Landlord 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.
26. 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 comply with any provision of
this Lease or any other agreement between Landlord and Tenant all of which
terms, provisions and covenants shall be deemed material; (ii) the leasehold
hereunder demised shall be taken on execution or other process of law in any
action against Tenant; (iii) Tenant shall fail to promptly move into and take
possession of the Premises when the Premises are ready for occupancy or shall
cease to do business in or abandon any substantial portion of the Premises;
(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 or
Tenant or any creditor of Tenant's notifies Landlord that it knows such a
petition will be filed or Tenant notifies Landlord that it expects such a
petition to be filed; 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.
(b) If Tenant does not make payment when due 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 immediately due and payable and, upon such declaration,
if the same is not paid upon demand, said total Base Rental shall be past due,
delinquent, and in default.
(c) If Tenant does not make payment when due 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.
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(d) Upon the occurrence of any event or events of default by Tenant,
whether enumerated in this Paragraph 26 or not, Landlord shall have the option
to pursue any one or more of the following remedies without any notice or
demand for possession whatsoever (and without limiting the generality of the
foregoing), Tenant hereby specifically waives notice and demand for payment of
rent or other obligations due and waives any and all other notices or demand
requirements imposed by applicable law): (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 re-enter and take
possession of the Premises (without terminating this Lease but without
prejudice to later termination for the same or other default by Tenant); (iii)
enter upon the Premises and do whatever Tenant is obligated to do under the
terms of this Lease; and Tenant further agrees that Landlord shall not be
liable for any damages resulting to the Tenant from such action; and (iv)
exercise all other remedies available to Landlord at law or in equity,
including, without limitation, injunctive relief of all varieties. No re-entry
or taking possession of the Premises by Landlord shall be construed as an
election by Landlord to terminate this Lease unless a written notice of such
election be delivered by landlord to Tenant.
(e) In the event Landlord elects to re-enter or take possession of
the Premises after Tenant's default, Tenant hereby waives notice of such
re-entry or repossession and of Landlord's intent to re-enter or take
possession. Landlord may, without prejudice to any other remedy which he may
have for possession or arrearages in rent, expel or remove Tenant any other
persons who may be occupying said Premises or any part thereof. In addition,
the provisions of Paragraph 29 hereof shall apply with respect to the period
from and after the giving of notice of such election to Tenant. All Landlord's
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 or a
waiver of Landlord's right to invoke additional remedies for the same or other
defaults.
(f) This Paragraph 26 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. To the extent any
provision of applicable law requires some action by Landlord to evidence or
effect the termination of this Lease or to evidence the termination of Tenant's
right of occupancy, Tenant and Landlord hereby agree that notice, either oral
or by telephone, or by any act of Landlord that comes to the attention of
Tenant, its agents, servants, or employees, which reflects Landlord's
intention to terminate, shall be sufficient to evidence and effect the
termination herein provided for, but Tenant hereby agrees that, as between
Landlord and Tenant, its successors and assigns, no such notice shall ever be
necessary to effect a termination hereunder.
(g) 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. In no event shall Tenant have the right to terminate or rescind this
Lease as a result of Landlord's default as to any covenant or agreement
contained in this Lease or as a result of the breach of any promise or
inducement hereof, whether in this Lease or elsewhere. Tenant hereby waives
such remedies of termination and rescission and hereby agrees that Tenant's
remedies for default hereunder and for breach of any promise or inducement
shall be limited to a suit for damages and/or injunction. In addition, Tenant
hereby covenants that, prior to the exercise of any such remedies, it will give
the mortgagees holding mortgages on the Building notice and a reasonable time
to cure any default by Landlord.
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27. Peaceful Enjoyment. Tenant shall, and may peacefully have, hold, and
enjoy the Premises, 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 landlords' interest hereunder.
28. Consumer Price Index Adjustment. Intentionally omitted
29. Holding Over. In the event of holding over by Tenant after expiration
or other termination of this Lease, or in the event Tenant continues to occupy
the Premises after the termination of Tenant's right of possession pursuant to
Paragraph 26 (d)(ii) hereof, Tenant shall, throughout the entire holdover
period, pay rent equal on a per diem basis to twice 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
subparagraphs 26(a), 26(d), and 26(e).
30. Subordination to Mortgaged. Tenant accepts this Lease subject and
subordinate to any mortgage, deed of trust or other lien presently existing or
hereafter arising upon the Premises, upon the Building or upon the Project as a
whole, and to any renewals, refinancing 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 such mortgagee may deem appropriate in its
discretion. 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 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. In the event that Tenant should fail to
execute any instrument of subordination herein required to be executed by
Tenant promptly as requested, Tenant hereby irrevocably constitutes Landlord as
its attorney-in-fact to execute such instrument in Tenant's name, place and
stead, it being agreed that such power is one coupled with an interest. Tenant
agrees that it will from time to time upon request by Landlord execute and
deliver to such persons as Landlord shall request 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 Landlord is not in default hereunder
(or if Tenant alleges a default stating the nature of such alleged default) and
further stating such other matters as Landlord shall reasonably require.
31. 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
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a security interest on all such property of Tenant now or hereafter placed in
or on the Premises, in 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.
32. 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 defaulting party agrees to pay the other party's
reasonable attorney's fees.
33. No Implied Waiver. The failure of Landlord 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 a lesser amount 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.
34. 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.
35. 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
or rental or a measure of Tenant's damages in case of default by Tenant. Unless
otherwise provided by mandatory nonwaivable 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.
36. 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:
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If to Landlord:
RMM Corporation
c/o Paragon Group, Inc.
401 South Boston, Suite 700
Tulsa, OK 74103
If to Tenant:
Systems & Programming Resources of Tulsa, Inc.
400 Mid-Continent Tower
Tulsa, OK 74103
or in each case to such other address as either party may from time to time
designate in writing.
37. 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.
38. Recordation. Tenant agrees not to record this Lease.
39. Governing Law. This Lease and the rights and obligations of the parties
hereto shall be interpreted, construed, and enforced in accordance with the
laws of the State of Oklahoma.
40. 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.
41. 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.
42. Transfers by Landlord. Landlord shall have the right to transfer and
assign, in whole or in part, a11 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.
43. 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.
44. Relocation. In the event the Premises contain 2,500 square feet or less
of Net Rentable Area of the Premises, Landlord shall be entitled to cause
Tenant to relocate from the Premises to a comparable space ("Relocation Space")
within the Building at any time after reasonable written notice not in excess
of ninety (90) days is given to Tenant of Landlord's election. Any such
relocations shall be entirely at the expense of Landlord or the third party
tenant replacing Tenant in the Premises. Such a relocation shall not terminate
or otherwise affect or modify this Lease except that from and after the date of
such relocation, "Premises" shall refer to the Relocation Space into which
Tenant
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has been moved, rather than the original Premises as herein defined.
45. Building Name. Landlord reserves the right at any time and from time to
time to change the name by which the Building is designated.
46. Corporate Authority. If Tenant is a corporation, Tenant warrants that
it has legal authority to operate and is authorized to do business in the state
of Oklahoma. Tenant and the person executing this Lease on behalf of Tenant
warrant that the person or persons executing this Lease on behalf of Tenant has
authority to do so and to fully obligate Tenant to all terms and provisions of
this Lease. Tenant shall, upon request from Landlord, furnish Landlord with a
certified copy of resolutions of Tenant's Board of Directors authorizing this
Lease and granting authority to execute it to the person or persons who have
executed it on Tenant's behalf.
47. Exhibits and Base Rental Schedule. Exhibits "A", "B", "C", "D", and "E"
and the Base Rental Schedule are attached hereto and incorporated herein and
made a part of this Lease for all purposes.
48. Brokers and Commissions. Landlord has dealt only with Paragon Group,
Inc., as a leasing broker in connection with this Lease. Tenant represents it
has dealt with no leasing broker in connection with this Lease. Each party (the
"Indemnifying Party") represents and warrants to the other that it has not
dealt with any other leasing broker or other third parties in connection with
this Lease other than as set forth above, and the Indemnifying Party agrees to
defend, indemnify, and hold the other party harmless from any liability, claim,
loss, damage, fee, cost, or expense, including attorneys' fees, arising out of
any compensation due or alleged to be due to any broker with whom the
Indemnifying Party may have dealt other than as set forth above.
49. Miscellaneous.
A. RMM Corporation, the Landlord in this Lease, is the lessee of the
owner ("Owner") of the Project. This Lease is expressly made subject to the
provisions of the lease between the Owner and RMM Corporation.
B. Tenant represents and warrants that Tenant is not related to RMM
Corporation or Fourth Street Associates.
C. Tenant acknowledges that prior to its entering into of this Lease
the Landlord and Paragon Group, Inc., have disclosed to Tenant that:
(i) Paragon Group, Inc., is a licensed real estate broker in
Oklahoma, and,
(ii) with regard to the Building, Paragon Group, Inc., is the
Landlord's leasing agent and property manager.
D. Tenant acknowledges, agrees, and accepts that smoking is prohibited
in the Building except, and subject to the rules of the Building, within
enclosed areas leased to tenants. The terms of this subparagraph shall not
prevent a tenant from prohibiting smoking in premises leased to such tenant.
E. On the Commencement Date Tenant shall execute and deliver to
Landlord a letter acknowledging the Commencement Date and the acceptance by
Tenant of the Premises and any Tenant Improvements made thereto, such letter
being in the form attached hereto as Exhibit "E".
IN WITNESS WHEREOF, Landlord and Tenant have executed this
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Lease in multiple counterparts as of the day and year first above written.
LANDLORD
(corporate seal) RMM Corporation
ATTEST:
/s/ [Signature] By /s/ [Signature]
- ---------------------------- ----------------------------------------
Secretary Its President
- ----- ----------
TENANT
(corporate seal) Systems & Programming Resources
ATTEST: of Tulsa, Inc.
Rene Potter /s/ [Signature] By Michael J. Fletcher /s/ [Signature]
----------------- ------------------
Its Secretary Its President
----- -------
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STATE OF NEW YORK )
COUNTY OF NEW YORK) SS:
This instrument was acknowledged before me this 18 day of August, 1994, by
Sarah A. Antonelli, as __________ President of RMM Corporation, a Delaware
corporation, on behalf of the corporation.
(seal) Dominick Manasi
------------------------
My commission expires: Notary Public
April 5, 1998
- ---------------------
STATE OF OKLAHOMA)
COUNTRY OF TULSA ) SS:
This instrument was acknowledged before me this 10 day of August, 1994, by
Michael J. Fletcher, as __________ President of Systems & Programming Resources
of Tulsa, Inc., an Oklahoma corporation, on behalf of the corporation.
(seal) Patricia M. Caviness
------------------------
My commission expires: Notary Public
May 12, 1997
- ---------------------
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Exhibit "A"
LEGAL DESCRIPTION
A tract or parcel of land situated in and being a portion of Block 137 of said
City of Tulsa, all in accordance with the duly recorded and existing Plats of
said City of Tulsa, and bounded and described as follows, to wit: BEGINNING at
the Northwest Corner of said Block 137 where the South line of Fourth Street
intersects the East line of Boston Avenue, running thence in a Southerly
direction 100 feet parallel with and along the East line of Boston Avenue;
thence in an Easterly direction a distance of 140 feet parallel with the South
line of Fourth Street; thence in a Northerly direction parallel with the East
line of Boston Avenue a distance of 100 feet to the South line of Fourth
Street, thence Westerly along the South line of Fourth Street a distance of 140
feet to the Point of Beginning, said tract being 140 feet Easterly and Westerly
by 100 feet Northerly and Southerly in the Northwest Corner of said Block 137,
also known as the Westerly 140 feet of Lot 6, Block 137, in the ORIGINAL TOWN,
now City of Tulsa, Tulsa County, State of Oklahoma, according to the recorded
Plat thereof.
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EXHIBIT B
(GRAPHIC)
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Exhibit "C"
Landlord shall at Landlord's expense make to the Premises the improvements (a)
described in the plans dated February 10, 1994, initialed by the parties, and
attached as Attachment "1" to this Exhibit "C" and (b) included in the bid from
Crestline Construction dated May 23, 1994, and attached as Attachment "2" to
this Exhibit "C" (the plans and the bid referred to in this Exhibit "C" being
those referred to in subparagraph l(q) of the Lease and being the "Plans").
Any modifications to the Plans shall be at Tenant's sole expense and subject to
Landlord's prior written approval.
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(GRAPHIC)
ATTACHMENT 2
05/23/94
ATTN: PHONE:
JOHN 587-1900
PARASON GROUP PROJECT:
ADDRESS: SUITE 400
LOCATION:
CITY, STATE: MIDCONTINENT TOWER
TULSA, OK.
ARCHITECT PLAN DATE
NONE NONE
*******************************************************************************
WE PROPOSE: To furnish Labor & Materials to complete the following scope of
work per plans & specifications as outlined below:
DEMOLITION OF EXISTING WALLS, GRID AND TILE TO ACCOMMODATE PLANS
NEW METAL STUD PARTITIONS W/ GYPSUM BOARD, TAPE AND BED
GRID AND TILE CEILING COMPLETE IN CONFERENCE ROOM
ALL MILLWORK AS SPECIFIED
PAINT COMPLETE
NEW VINYL WALLCOVERING IN ENTRY AREA ($7.00 YD ALLOWANCE, MTRL)
FLOOR COVERING COMPLETE (EXCEPT KITCHEN).
RE-SWITCH LIGHTING IN FRONT AREA
PERMITS
CLEAN UP
EXCLUSIONS: COMPUTERS REMOVED BY OTHERS, DESK & CABINETS UNLOADED
BY OTHERS.
ALTERNATES:
LUMP SUM BASE BID:
FOURTEEN THOUSAND TWO HUNDRED FORTY TWO DOLLARS ........................
............................................................... $14,242
Progress billings will be invoiced by the 25th of the month, based on labor
and/or material stored or installed. Due the 10th of the following month.
_________________________________
Acceptance to be within 30 days
JEFF CHAFMAN ESTIMATOR or bid may be withdrawn
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**************BUILDOUT****************BUILDOUT*****************BUILDOUT*********
JOB NAME.....................SUITE 400
JOB LOCATION.................MIDCONTINENT TOWER
OWNER........................PARAGON GROUP
BID DATE.....................5/24/94
BID TIME.....................8:00 A.M.
ARCHITECT....................NONE
PLAN DATE....................NONE
FILE NAME....................MCTST400
**************BUILDOUT****************BUILDOUT*****************BUILDOUT*********
SUITE 400
$447.99 DEMOLITION
$0.00 RELOCATION BOND RATE $0.00
$11,936.20 NEW CONSTR.
$12,384.19 SUBTOTAL
$990.74 OVERHEAD 0.08
$866,89 PROFIT 0.07
$14,241.82 Total
SALE PRICE $14,241.82
********************************************************************************
DESCRIPTION QUANTITY UNIT PRICE TOTAL COMMENT
----------- -------- ---------- ----- -------
DEMOLITION======================================================================
WALLS-sheetrock, studs 10 $7.50 $75.00 ____________
GRID 192 $0.19 $36.48 ____________
TILE 192 $0.18 $34.56 ____________
DOORS/JAMBS 1 $25.00 $25.00 ____________
CARPET 197 $1.25 $246.25 ____________
VINYL TILE 0 $0.20 $0.00 ____________
RUBBER COVE BASE 414 $0.05 $20.70 ____________
LIGHT SWITCH 1 $10.00 $10.00 ____________
SUB TOTAL $447.99 ____________
RELOCATION=======================================================================
DOOR 0 $25.00 $0.00 ____________
OTHER 0 $0.00 $0.00 ____________
SUBTOTAL $0.00 ____________
NEW CONSTRUCTION=================================================================
WALL PATCHES 3 $25.00 $75.00 ____________
WALL TO GRID 10 $30.00 $300.00 ____________
LOW WALL 10 $30.00 $300.00 ____________
CEILING TILE INSTALLED 192 $0.80 $153.60 ____________
CEILING GRID INSTALLED 192 $0.50 $96.00 ____________
NEW DOOR FRAME 0 $100.00 $0.00 ____________
FULL HEIGHT SHELVING UNIT 8 $90.00 $720.00 ____________
BASE CABINETS 15 $65.00 $975.00 ____________
UPPER/SHELVING UNIT 8 $45.00 $360.00 ____________
FORMICA COUNTER TOP 54 $4.25 $229.50 TYPE SUB-CONTR.
PAINT 1 $2,047.00 $2,047.00 TYPE SUB-CONTR.
PAINT SET-UP 0 $0.00 $0.00 TYPE SUB-CONTR.
VINYL & INSTALLATION 1 $1,264.00 $1,264.00 TYPE SUB-CONTR.
CARPET 197 $12.00 $2,364.00 TYPE SUB-CONTR.
CARPET PARTCH 1 $0.00 $0.00 TYPE SUB-CONTR.
FURNITURE 197 $1.50 $295.50 TYPE SUB-CONTR.
OFF HOURS 197 $1.50 $295.50 TYPE SUB-CONTR.
RUBBER COVE BASE 414 $0.85 $351.90 TYPE SUB-CONTR.
GLASS 1 $0.00 $0.00 TYPE SUB-CONTR.
MINI BLINDS 1 $0.00 $0.00 TYPE SUB-CONTR.
ELECTRICAL COMPLETE 1 $100.00 $100.00 TYPE SUB-CONTR.
H.V.A.C. COMPLETE 1 $0.00 $0.00 TYPE SUB-CONTR.
PLUMBING COMPLETE 1 $0.00 $0.00 TYPE SUB-CONTR.
SPRINKLER SYSTEM 1 $1,175.00 $1,175.00 TYPE SUB-CONTR.
PERMITS 1 $75.00 $75.00 ____________
TRASH REMOVAL 1728 $0.15 $259.20 ____________
OCCUPANCY 1 $500.00 $500.00 ____________
SUBTOTAL $11,936.20 ____________
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Exhibit "D"
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.
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. One
(1) building standard identification sign will be prepared by Landlord 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 all 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. A 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 shall,
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, shall 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 part
on-account of Tenant's moving activities.
7. Corridor doors, when not in use, shall be kept closed.
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 any delivery after normal
working hours.
9. Each tenant shall cooperate with Landlord's employees in keeping leased
premises neat and clean.
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10. Tenant shall not cause or permit any 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
with them.
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, or after the hours
of 7:30 a.m. and 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 such as
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. No additional locks shall be placed upon any doors without the prior
written consent of Landlord. All necessary keys shall be furnished by Landlord,
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. Tenant shall initially be given two (2) keys to
the Demised Premises by Landlord. No duplicates of such keys shall be made by
Tenant. 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.
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,
24
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 shall provide plexiglass or other pads for all chairs mounted on
rollers or casters.
26. Landlord reserves the right to rescind any of these rules and make such
other and further rules and regulations as in its judgment shall from time to
time be needful for the operation of the Building, which rules shall be binding
upon each Tenant upon delivery to such Tenant of notice thereof in writing.
25
EXHIBIT "E"
Date: _________________________
RMM Corporation
Ladies and Gentlemen:
This letter will confirm that the Commencement Date of the Lease
dated____________________, 1994, between RMM Corporation, as Landlord, and the
undersigned, as Tenant, is October 1, 1994. The undersigned accepts as complete
the Tenant Improvements, if any, made by Landlord in the Premises, all as
described in the Lease.
___________________________________________
26
BASE RENTAL SCHEDULE
Month Monthly Base Rental before adjustment
October 1, 1994, through
December 1, 1999 (sixty-three
equal monthly installments) $156,271.50
TOTAL BASE RENTAL BEFORE ADJUSTMENT $156,271.50
27
AMENDMENT TO LEASE AGREEMENT
This Amendment to Lease Agreement ("Amendment") is entered into between
RMM Corporation ("Landlord") and Systems & Programming Resources of Tulsa,
Inc., d/d/a SPR ("Tenant"). Landlord and Tenant entered into a Mid-Continent
Tower Lease Agreement ("Lease") dated August 29, 1994, whereby Tenant leased
certain office space ("Original Premises") in the Mid-Continent Tower Building,
401 South Boston, Tulsa, Oklahoma ("Building"). The Lease as amended hereby is
referred to herein as the "Amended Lease". Landlord and Tenant wish to agree
for the amendment of the Lease on the terms and conditions set forth herein. At
the date of the execution of this Amendment, but prior thereto, Tenant leases
from Landlord 2871 square feet of Net Rentable Area of office space in the
Building which 2871 square feet of Net Rentable Area of office space comprise
the Original Premises.
Therefore, in consideration of the mutual promises and covenants contained
herein, the parties agree that the Lease is amended as follows:
1. The original term of the Lease was to expire on December 31, 1999. The
Lease Term (as defined in the Lease) is extended from December 31, 1999, so as
to expire on December 31, 2000.
2. Tenant effective September 1, 1995, will lease from Landlord certain
additional office space ("Additional Space") in the Building consisting of 1477
square feet of Net Rentable Area. From and after September 1, 1995, for the
remainder of the Lease Term and all extensions and renewals thereof, the
Premises as
28
that term is used in the Lease shall be the Original Premises and the
Additional Space and the Premises shall be as described on Exhibit "A" attached
hereto and made a part hereof. The Base Rental for the Premises for that part
of the Lease Term from and after September 1, 1995, shall be $45,088.76 per
annum ($3,757.40 per month) subject to adjustment as provided in paragraph 6
and elsewhere in the Lease and as adjustment is otherwise provided in the
Amended Lease. The Base Rental Schedule attached to the Lease is amended to
provide as follows:
BASE RENTAL SCHEDULE
Month Monthly Base Rental before adjustment
October, 1994, through
August, 1995 (eleven equal
monthly installments) $ 2,480.50
September, 1995, through
December, 1998 (sixty-four equal
monthly installments) 3,757.40
-----------
TOTAL BASE RENTAL BEFORE ADJUSTMENT $267,759.10
Therefore, as of September 1, 1995, Tenant will lease office space in the
Building totalling 4,348 square feet of Net Rentable Area. Tenant's lease of
the Premises shall be under the terms and conditions of the Lease except as
provided for herein.
3. Landlord shall make to the Additional Space the improvements described
in the bid from Crestline Construction Company dated June 29, 1995, a copy of
which is attached hereto as Exhibit "B". Tenant shall pay $5,000.00 of the cost
of such
2
29
improvements and Landlord shall pay the remainder of the costs. Tenant shall
pay said $5,000.00 to Landlord upon substantial completion of the improvements
and prior to Tenant's occupancy of the Additional Space. Except as otherwise
stated in the immediately preceding sentence, Landlord shall be required to
make no improvements to any part of the Premises.
4. All of the terms and provisions of the Lease, except as modified and
amended herein, shall remain in full force and effect and are hereby ratified
and confirmed by the parties hereto and Tenant acknowledges its liability as
the Tenant under the Amended Lease. The execution of this Amendment shall in no
event be deemed to constitute a waiver of any right or claim of Landlord under
or by virtue of the Lease except as specifically set forth herein.
5. In the event of conflict between the terms and provisions of this
Amendment and the terms and provisions of the Lease, the terms and provision of
this Amendment shall control.
6. Neither the Amended Lease nor any of its components will be recorded by
Tenant or Landlord in the land records of Tulsa County, Oklahoma.
Dated ______________________ 1995.
RMM CORPORATION SYSTEMS & PROGRAMMING
a Delaware corporation RESOURCES OF TULSA, INC.,
an Oklahoma corporation
By By Mike Fletcher /s/
------------------------------- ------------------
President its President
------------------------------- ----------------------------
"Landlord" "Tenant"
3
30
LANDLORD
--------
STATE OF NEW YORK )
COUNTY OF NEW YORK) SS:
This instrument was acknowledged before me on this 26 day of July, 1995, by
Sarah A. Antonelli, as __________ President of RMM Corporation, a Delaware
corporation, on behalf of the corporation.
(seal) Dominick Manasi
------------------------
My commission expires: Notary Public
April 4, 1997
- ---------------------
TENANT
------
STATE OF OKLAHOMA)
COUNTRY OF TULSA ) SS:
This instrument was acknowledged before me on this 10 day of July, 1995, by
Michael J. Fletcher, as __________ President of Systems & Programming Resources
of Tulsa, Inc., an Oklahoma corporation, on behalf of the corporation.
(seal) Patricia M. Caviness
------------------------
My commission expires: Notary Public
May 12, 1997
- ---------------------
4
31
EXHIBIT A
(GRAPHIC)
32
(GRAPHIC)
PROPOSAL
29 JUNE 1995
PARAGON GROUP
MID-CONTINENT TOWER
401 S. BOSTON DR., SUITE 700
TULSA. OK
PROJECT: MID-CONTINENT BUILDING, SUITE 400, SPR REMODEL
1. Building permit
2. Demo walls, doors, cabinets, carpet, etc.
3. Relocate 3 doors and jambs
4. Install 3 new doors and jambs
5. Reuse existing door hardware
6. New walls to grid per print
7. Wallcovering in reception to match existing
8. Install 6 lin ft base cabinet and 12 lin ft upper cabinet
9. Install adjustable shelving in 2 locations
10. Relocate sink to new cabinet
11. Water to ice maker
12. Rework sprinkler system to meet code
13. HVAC: Relocate 5 supply air grills, 4 pneumatic thermostat
and install 4 new 2x2 supply grills. NOTE: NO REPAIR
OR SERVICE TO EXISTING EQUIPMENT.
14. ELECTRIC:
a) 4 new 2x4 fixtures
b) Relocate 17 - 2x4 fixtures
c) 8 single pole switches
d) 15 duplex receptacles
e) 1 dedicated receptacle for copier
f) 8 phone stub-ups
15. Instal 1 carpet and cove base to match existing
Labor and Material: $20,107.00
EXHIBIT B
2301 N. Yellowood (bullet) Broken Arrow, OK 74012 9107 (bullet)
(918) 254-4600 (bullet) FAX (918)254-2931
33
SECOND AMENDMENT TO LEASE AGREEMENT
This Second Amendment to Lease Agreement ("Second Amendment") is entered into
between RMM Corporation ("Landlord") and Systems & Programming Resources of
Tulsa, Inc., d/b/a SPR ("Tenant"). Landlord and Tenant entered into a
Mid-Continent Tower Lease Agreement ("Original Lease") dated August 29, 1994,
whereby Tenant leased certain office space ("Original Premises") in the
Mid-Continent Tower Building, 401 South Boston, Tulsa, Oklahoma ("Building").
Landlord and Tenant thereafter entered into an Amendment to Lease ("First
Amendment") whereby the Lease Term (as defined in the Original Lease) was
extended and Tenant leased additional office space ("First Additional Space")
in the Building. The First Amendment amended the Original Lease and the
Original Lease as amended by the First Amendment is referred to herein as the
"Lease". The Lease as amended hereby is referred to herein as the "Amended
Lease". Landlord and Tenant wish to agree for the amendment of the Lease on
the terms and conditions set forth herein. At the date of the execution of this
Second Amendment, but prior thereto, Tenant leases from Landlord 4,348 square
feet of Net Rentable Area of office space in the Building which 4,348 square
feet of Net Rentable Area of office space comprise the Premises as that term is
used in the Lease.
Therefore, in consideration of the mutual promises and covenants contained
herein, the parties agree that the Lease is amended as follows:
1. Tenant effective June 1, 1996, will lease from Landlord certain
additional office space ("Second Additional Space") in
34
the Building consisting of 672 square feet of Net Rentable Area. From and after
June 1, 1996, for the remainder of the Lease Term and all extensions and
renewals thereof, the Premises shall be comprised of the Original Premises,
First Additional Space, and the Second Additional Space and the Premises shall
be as described on Exhibit "A" attached hereto and made a part hereof. The Base
Rental for the Premises for that part of the Lease Term from and after June 1,
1996, shall be $238,596.60 subject to adjustment as provided in paragraph 6 of
the Original Lease and as adjustment is otherwise provided in the Amended
Lease. The Base Rental Schedule attached to the Original Lease as amended by
the First Amendment is further amended to provide as follows:
BASE RENTAL SCHEDULE
Month Monthly Base Rental before adjustment
October, 1994, through
August, 1995 (eleven equal
monthly installments) $ 2,480.50
September, 1995, through
May, 1996 (nine equal
monthly installments) 3,757.40
June, 1996, through
December, 2000 (fifty-five
equal monthly installments) 4,338.12
-----------
TOTAL BASE RENTAL BEFORE ADJUSTMENT $299,698.70
Thefore, as of June 1, 1996, Tenant will lease office space in
2
35
the Building totalling 5,020 square feet of Net Rentable Area. Tenant's lease
of the Premises shall be under the terms and conditions of the Lease except as
provided for herein.
2. Landlord shall make to the Second Additional Space the improvements
described in Exhibit "B" hereto. Landlord shall pay up to but not more than
$5,376.00 of the cost of such improvements and Tenant shall immediately pay to
the Landlord upon demand all costs of such improvements in excess of $5,376.00.
Except as otherwise stated in this Paragraph 3, Landlord shall be required to
make no improvements to any part of the Premises.
3. Tenant acknowledges and approves the addition of the following rules
to the rules of the Building:
Smoking is prohibited in the Building except that a tenant may
specifically authorize smoking within an enclosed area or areas leased to
such tenant.
Firearms are not allowed in the Building without the prior written
consent of Landlord except for firearms carried by federal, state, or
local law enforcement officers when in the performance of their official
duties.
Landlord shall not be required to place any change, addition, or deletion to
the rules of the Building in any amendment or other instrument executed by the
Tenant in order for such change, addition, or deletion to be binding on Tenant.
4. All of the terms and provisions of the Lease, except as modified and
amended herein, shall remain in full force and effect and are hereby ratified
and confirmed by the parties
3
36
hereto and Tenant acknowledges its liability as the Tenant under the Amended
Lease. The execution of this Second Amendment shall in no event be deemed to
constitute a waiver of any right or claim of Landlord under or by virtue of the
Lease except as specifically set forth herein.
5. In the event of conflict between the terms and provisions of this
Second Amendment and the terms and provisions of the Lease, the terms and
provisions of this Second Amendment shall control.
6. Neither the Amended Lease nor any of its components will be recorded by
Tenant or Landlord in the land records of Tulsa County, Oklahoma.
Dated 4-8-96, 1996.
RMM CORPORATION,
a Delaware corporation
By /s/ [Signature]
-------------------------
President
"Landlord"
SYSTEMS & PROGRAMMING
RESOURCES OF TULSA, INC.,
a Oklahoma corporation
Bye /s/ [Signature]
------------------------
its President
"Tenant"
4
37
LANDLORD
STATE OF )
------
COUNTY OF ) SS:
-----
This instrument was acknowledged before me on this day of ,
------ --------
1996, by , as President of RMM
------------------------------ -----
Corporation, a Delaware corporation, on behalf of the corporation.
(seal)
My commission expires:
-------------------------------
Notary Public
- ---------------------
TENANT
STATE OF OKLAHOMA )
COUNTY OF TULSA ) SS:
This instrument was acknowledged before me on this 8th day of April, 1996,
by Michael J. Fletcher, as Its President of Systems & Programming Resources of
Tulsa, Inc., a Oklahoma corporation, on behalf of the corporation.
(seal)
My commission expires: /s/ [Signature]
-------------------------------
Notary Public
09-27-99
5