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EXHIBIT 10.16.1
THIS RELOCATION AND MODIFICATION AGREEMENT (this "Relocation Agreement") is to
be attached to and shall form a part of that certain Lease Agreement dated the
22nd day of October 1993, (which together with any prior amendments,
modifications and extensions thereof is hereinafter called the Lease), and is
executed
By and Between
SECURITY CAPITAL INDUSTRIAL TRUST,
as Landlord
And
L.A. T SPORTSWEAR, INC., F/K/A SPZ INC., DBA FULL LINE DISTRIBUTORS
as Tenant
covering the premises known as
0000 Xxxxx Xxxx Xxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
WHEREAS, Landlord and Tenant desire to amend the Lease on the terms and
conditions set forth below;
NOW THEREFORE, and in consideration of the mutual covenants and
agreements set forth in this Relocation Agreement, the sufficiency of which are
hereby acknowledged, Landlord and Tenant hereby agree as follows:
WITNESSETH, that the Lease is hereby relocated to 0000 Xxxxx Xxxx Xxx
Xxxx, Xxxxxx 000 & 000 Xxxxxxx, XX 00000 for a term of sixty (60) months to
commence on the 1st day of January 1998 and to end on the 31st day of December
2002, on the condition that Landlord and Tenant comply with all of the covenants
and agreements contained in the Lease and herein, except Landlord and Tenant
further amend the lease as follows:
1. The new monthly base rental as specified in Paragraph captioned "Base
Rent" shall be as follows:
Months Monthly Base Rent
------ -----------------
1 - 12 $13,729.16
13 - 24 $14,100.87
25 - 36 $14,565.10
37 - 48 $15,100.00
49 - 60 $15,450.07
2. Tenant's operating expense escrow's to be paid monthly with the rent in
accordance with Paragraph 6 shall be as follows:
Taxes: $2,967.35
Insurance: $ 148.37
CAM: $ 890.20
Management Fee: $ 544.01
--------
Total: $4,549.93
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3. Upon full execution and commencement of this Relocation and
Modification Agreement for the facility located at 0000 Xxxxx Xxxx Xxx
Xxxx, Xxxxxx 000 & 190, Houston, Texas, any obligations of L.A.T.
Sportswear as successor in interest to SPZ INC., dba FULL LINE
DISTRIBUTORS which would other wise exist or accrue for the facility
located at 0000 Xxxx Xxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx as a result of
the terms and conditions of the Lease Agreement dated October 22nd,
1993, modified by that certain Expansion and Modification Agreement
dated the 22nd day of September 1994 with Security Capital Industrial
Trust ("Landlord") shall be terminated.
This termination applies only to obligations of Tenant which would
exist or accrue for the facility located at 0000 Xxxxx Xxxx Xxx Xxxx,
Xxxxx 000, Xxxxxxx, Xxxxx containing 40,160 square feet and in no way
constitutes a waiver or termination of obligations which exist or have
accrued up until commencement of the relocation premises located at
0000 Xxxxx Xxxx Xxx Xxxx, Xxxxxx 000 & 190, Houston, Texas containing
59,347 square feet.
Such relocation is contingent upon Tenant's vacating the facility
located at 0000 Xxxxx Xxxx Xxx Xxxx, Xxxxx 000 in a clean and operable
condition in compliance with the Move-Out Conditions, attached hereto
as Addendum 2.
4. Premises square footage as described on Page one of the Lease Agreement
dated October 22, 1993 "Premises" shall be amended to read 59,347
square feet.
5. Tenant's proportionate share of the project and Tenant's proportionate
share of the building as stated in the Lease Agreement shall be amended
to 59.64%.
6. Upon commencement of this "Relocation Agreement", the payment of the
first month's rent and the occupancy of the Premises by Tenant,
Landlord shall promptly terminate all future obligations between
Landlord and Tenant covering 40,160 square feet which is located at
0000 Xxxx Xxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx. Such termination is
further conditioned upon Tenant's vacating of the space in a clean and
operable condition in compliance with the Move-Out Conditions, attached
hereto as Addendum 2. Tenant shall also be responsible for any amounts
which may be due under the terms and conditions of the existing lease
up to the date of termination, but which are as yet unpaid.
7. Landlord will collect an increase in Tenant's security deposit in the
amount of $4,624 for the facility located at 0000 Xxxxx Xxxx Xxx Xxxx,
Xxxxx 000 Xxxxxxx, Xxxxx which shall be due on January 2, 1999. Any
termination repair dollars that are due and payable by Tenant to
Landlord shall be deducted from said deposit and remaining balance
transferred to the relocation facility. Landlord will promptly xxxx
Tenant for any and all termination repairs deducted from said deposit.
Tenant will have a maximum of ten (10) days from receipt of invoice to
pay Landlord.
8. Any previous rental abatement shall be considered null and void.
9. The Additional Items paragraph will be replaced with the following:
Please See Addendum 4, Cap on Controllable Operating Expenses
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10. The following provision(s) contained in the original Lease Agreement
are considered fulfilled and shall henceforth be deleted and of no
further effect:
Addendum 1 - Work Letter
Addendum 2 - Paragraphs A, B, C and D
Addendum 3 - One Time Sublet Option
Addendum 4 - Right to Extend Term
11. The following Addendum's are attached hereto and made a part hereof for
all purposes.
Addendum 1 - Construction Turnkey
Addendum 2 - Move-Out Conditions
Addendum 3 - HVAC Maintenance
Addendum 4 - Cap on Controllable Operating Expenses
IN WITNESS WHEREOF, the parties hereto have signed this Extension Agreement to
be effective as of the 25th day of November, 1997.
SECURITY CAPITAL INDUSTRIAL TRUST
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxx
--------------------------
Title: Senior Vice President
--------------------------
Landlord
L. A. T SPORTSWEAR INC. F/K/A SPZ INC., DBA FULL LINE DISTRIBUTORS
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Name: Xxxxxx X. Xxxxx
--------------------------
Title: Vice President of Admin
--------------------------
Tenant
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ADDENDUM 1
CONSTRUCTION
(TURNKEY)
ATTACHED TO AND A PART OF THE LEASE AGREEMENT
DATED NOVEMBER 25, 1997, BETWEEN
SECURITY CAPITAL INDUSTRIAL TRUST
and
L.A. T SPORTSWEAR, INC. F/K/A SPZ INC., DBA FULL LINE DISTRIBUTORS
(a) Landlord agrees to furnish or perform at Landlord's
sole cost and expense those items of construction and those improvements (the
"Tenant Improvements") specified below:
Landlord agrees to:
1. Retrofit the office in Suite 150 in accordance with Exhibit
"A" including new VCT in lunchroom (see attached letter for
details).
2. Construct a battery charger in Suite 190.
3. Add 2 new strip lights to warehouse in Suite 150.
4. Lower 4 strip lights to 10 feet in warehouse in Suite 150.
(b) If Tenant shall desire any changes, Tenant shall so
advise Landlord in writing and Landlord shall determine whether such changes can
be made in a reasonable and feasible manner. Any and all costs of reviewing any
requested changes, and any and all costs of making any changes to the Tenant
improvements which Tenant may request and which Landlord may agree to shall be
at Tenant's sole cost and expense and shall be paid to Landlord upon demand and
before execution of the change order.
(c) Landlord shall proceed with and complete the
construction of the Tenant Improvements. As soon as such improvements have been
Substantially Completed, Landlord shall notify Tenant in writing of the date
that the Tenant Improvements were Substantially Completed. Such date, unless an
earlier date is specified as the Commencement Date in this Lease or otherwise
agreed to in writing between Landlord and Tenant, shall be the "Commencement
Date ," unless the completion of such improvements was delayed due to any act or
omission of, or delay caused by, Tenant including, without limitation, Tenant's
failure to approve plans, complete submittals or obtain permits within the time
periods agreed to by the parties or as reasonably required by Landlord, in which
case the Commencement Date shall be the date such improvements would have been
completed but for the delays caused by Tenant. The Tenant Improvements shall be
deemed substantially completed ("Substantially Completed") when, in the opinion
of the construction manager (whether an employee or agent of Landlord or a third
party construction manager), the Premises are substantially completed except for
punch list items which do not prevent in any material way the use of the
Premises for the purposes for which they were intended. After the Commencement
Date Tenant shall, upon demand, execute and deliver to Landlord a letter of
acceptance of delivery of the Premises.
(d) The failure of Tenant to take possession of or to
occupy the Premises shall not serve to relieve Tenant of obligations arising on
the Commencement Date or delay the payment of rent by Tenant. Subject to
applicable ordinances and building codes governing Tenant's right to occupy or
perform in the Premises, Tenant shall be allowed to install its tenant
improvements, machinery, equipment, fixtures, or other property on the Premises
during the final stages of completion of construction provided that Tenant does
not thereby interfere with the completion of construction or cause any labor
dispute as a result of such installations, and provided further that Tenant does
hereby agree to indemnify, defend, and hold Landlord harmless from any loss or
damage to such property, and all liability, loss, or damage arising from any
injury to the Project or the property of Landlord, its contractors,
subcontractors, or materialmen, and any death or personal injury to any person
or persons arising out of such installations, whether or
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not any such loss, damage, liability, death, or personal injury was caused by
Landlord's negligence. Any such occupancy or performance in the Premises shall
be in accordance with the provisions governing Tenant-Made Alterations and Trade
Fixtures in the Lease, and shall be subject to Tenant providing to Landlord
satisfactory evidence of insurance for personal injury and property damage
related to such installations and satisfactory payment arrangements with respect
to installations permitted hereunder. Delay in putting Tenant in possession of
the Premises shall not serve to extend the term of this Lease or to make
Landlord liable for any damages arising therefrom.
(e) Except for incomplete punch list items, Tenant upon
the Commencement Date shall have and hold the Premises as the same shall then be
without any liability or obligation on the part of Landlord for making any
further alterations or improvements of any kind in or about the Premises.
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RE: XXXXXXXX 0, XXXXXXX (X), ITEM 0 - XXXXXXXX XXX XXXXXX XX XXXXX 000
0. NEW CARPET
2. NEW PAINT
3. NEW CEILING TILE
4. 4 NEW 2-PLUG OUTLETS (ELECTRICAL)
4 NEW 4-PLUG OUTLETS (ELECTRICAL)
1 ELECTRICAL DROP FOR COMPUTER
5. FRONT COUNTER W/BACK COUNTER AND DOOR INSTALLED.
6. 1 WALL PUT UP, 9 WALL TAKEN DOWN, 2 OFFICE DOOR INSTALLED, 2 DOOR
CLOSED OFF
7. 1 WINDOW INSTALLED, 2 SLIDING WINDOWS INSTALLED
8. NEW TILE IN LUNCHROOM & RESTROOMS.
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ADDENDUM 2
MOVE-OUT CONDITIONS
ATTACHED TO AND A PART OF THE LEASE AGREEMENT
DATED NOVEMBER 25, 1997 BETWEEN
SECURITY CAPITAL INDUSTRIAL TRUST
and
L.A. T SPORTSWEAR, INC. F/K/A SPZ INC., DBA FULL LINE DISTRIBUTORS
Per Paragraph 21, Tenant is obligated to check and address prior to move-out of
the facility the following items. SCIT expects to receive the space in a well
maintained condition, with normal wear and tear of certain areas acceptable. The
following list is designed to assist you in the move-out procedures but is not
intended to be all inclusive.
1. All lighting is to be placed into good working order. This includes
replacement of bulbs, ballasts, and lenses as needed.
2. All truck doors and dock levelers should be serviced and placed in good
operating order. This would include the necessary replacement of any
dented truck door panels and adjustment of door tension to insure
proper operation. All door panels which are replaced need to be painted
to match the building standard.
3. All structural steel columns in the warehouse and office should be
inspected for damage. Repairs of this nature should be pre-approved by
the Landlord prior to implementation.
4. Heating/air-conditioning systems should be placed in good working
order, including the necessary replacement of any parts to return the
unit to a well maintained condition. Upon move-out, SCIT will have an
exit inspection performed by a certified mechanical contractor to
determine the condition.
5. All holes in the sheet rock walls should be repaired prior to move-out.
6. The carpets and vinyl tiles should be in a clean condition and should
not have any holes or chips in them. SCIT will accept normal wear on
these items provided they appear to be in a maintained condition.
7. Facilities should be returned in a clean condition which would include
cleaning of the coffee bar, restroom areas, windows, and other portions
of the space.
8. The warehouse should be in broom clean condition with all inventory and
racking removed. There should be no protrusion of anchors from the
warehouse floor and all holes should be appropriately patched. If
machinery/equipment is removed, the electrical lines should be properly
terminated at the nearest junction box.
9. All exterior windows with cracks or breakage should be replaced.
10. Lock to be removed and retained by Tenant.
11. Items that have been added by the Tenant and affixed to the building
will remain the property of SCIT, unless agreed otherwise. This would
include but is not limited to mini-blinds, air conditioners,
electrical, water heaters, cabinets, flooring, etc. Please note that if
modifications have been made to the space, such as the addition of
office areas, SCIT retains the right to have the Tenant remove these at
Tenant's expense.
12. Security system and alarms to be removed and retained by Tenant.
13. All plumbing fixtures should be in good working order, including the
water heater. Faucets and toilets should not leak.
14. All dock bumpers must be left in place and well secured.
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ADDENDUM 3
HVAC MAINTENANCE CONTRACT
ATTACHED TO AND A PART OF THE LEASE AGREEMENT
DATED NOVEMBER 25, 1997 BETWEEN
SECURITY CAPITAL INDUSTRIAL TRUST
and
L.A. T SPORTSWEAR, INC. F/K/A SPZ INC., DBA FULL LINE DISTRIBUTORS
Per Paragraph 11, captioned "TENANT REPAIRS," is revised to include the
following:
(a) Tenant agrees to enter into and maintain through the term of the lease,
a regularly scheduled preventative maintenance/service contract for servicing
all hot water, heating and air conditioning systems and equipment within the
premises. The Landlord requires a qualified HVAC contractor perform this work. A
certificate must be provided to the Landlord upon occupancy of the lease
premises.
The service contract must become effective within thirty (30) days of occupancy,
and service visits should be performed on a quarterly basis. We suggest that you
send the following list to a qualified HVAC contractor to be assured that these
items are included in the maintenance contract:
1. Adjust belt tension;
2. Lubricate all moving parts, as necessary;
3. Inspect and adjust all temperature and safety controls;
4. Check refrigeration system for leaks and operation;
5. Check refrigeration system for moisture;
6. Inspect compressor oil level and crank case heaters;
7. Check head pressure, suction pressure and oil pressure;
8. Inspect air filters and replace when necessary;
9. Check space conditions;
10. Check condensate drains and drain pans and clean, if necessary;
11. Inspect and adjust all valves;
12. Check and adjust dampers;
13. Run machine through complete cycle.
Landlord agrees to warrant the HVAC system for a period of 30 days subsequent to
the Commencement Date.
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ADDENDUM 4
CAP ON CONTROLLABLE OPERATING EXPENSES
ATTACHED TO AND A PART OF THE LEASE AGREEMENT
DATED NOVEMBER 25, 1997, BETWEEN
SECURITY CAPITAL INDUSTRIAL TRUST
and
L. A. T SPORTSWEAR, INC. F/K/A SPZ INC., DBA FULL LINE DISTRIBUTORS
Tenant shall not be obligated to pay for Controllable Operating
Expenses in any year to the extent they have increased by more than Ten percent
(10%) per annum, compounded annually on a cumulative basis from the first
calendar year during the Lease term. For purposes of this Addendum, Controllable
Operating Expenses shall mean the following Operating Expenses:
Common area maintenance and management fees
Taxes, insurance premiums and utility costs shall not be deemed Controllable
Operating Expenses. Controllable Operating Expenses shall be determined on an
aggregate basis and not on an individual basis, and the cap on Controllable
Operating Expenses shall be determined on Operating Expenses as they have been
adjusted for vacancy or usage pursuant to the terms of the Lease.
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SECURITY CAPITAL INDUSTRIAL TRUST
November 21, 1997
Xx. Xxxxxxx Xxxxx
Full Line Distributors
0000 Xxxxx Xxxx Xxx Xxxx, Xxxxx 000 and 150 Xxxxxxx, XX 00000
Dear Xxxxxxx:
Please note that Security Capital Industrial Trust will place the restrooms in
the referenced suite in good working order, including but not limited to, new
flooring and paint.
Sincerely,
/s/ Xxx Xxxxxx
Xxx Xxxxxx, CCIM
Marketing Representative
0000 Xxxx 00xx Xxxxxx - Xxxxxxx, Xxxxx 00000 - (000)000-0000
