EXHIBIT 10.16
STATE OF GEORGIA
COUNTY OF XXXXXX
COMMERCIAL LEASE
THIS LEASE, MADE THIS 23RD DAY OF MAY, 1996, BY AND BETWEEN ECHOTA
PROPERTIES, L.L.C. (HEREINAFTER REFERRED TO AS "LANDLORD"); AND AMERICAN
WEAVERS, L.L.C. (HEREINAFTER REFERRED TO AS "TENANT");
WITNESSETH:
A FIVE (5) YEAR LEASE AGREEMENT BETWEEN ECHOTA PROPERTIES, L.L.C. (LANDLORD) AND
AMERICAN WEAVERS, L.L.C. (TENANT). THIS AGREEMENT ALSO INCLUDES AN OPTION TO
RENEW.
PREMISES
1. THAT LANDLORD, FOR AND IN CONSIDERATION OF THE RENTS, COVENANTS,
AGREEMENTS, AND STIPULATIONS HEREINAFTER MENTIONED, RESERVED, AND CONTAINED, TO
BE PAID, KEPT AND PERFORMED BY TENANT, HAS LEASED AND RENTED, AND BY THESE
PRESENTS DOES LEASE AND RENT, UNTO TENANT, AND TENANT HEREBY LEASES AND TAKES
UPON THE TERMS AND CONDITIONS WHICH HEREINAFTER APPEAR, THE FOLLOWING DESCRIBED
PROPERTY (HEREINAFTER CALLED "PREMISES"), TO WIT:
THAT TRACT OR PARCEL OF LAND LYING, BEING AND SITUATED IN LAND LOTS 168 AND
169 IN THE 00XX XXXXXXXX XXX 0XX XXXXXXX XX XXXXXX XXXXXX, XXXXXXX, AND BEING A
PORTION OF 2.85 ACRES MORE OR LESS, THEREOF AND BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS: BUILDING SIZE IS 63,648 SQUARE FEET X 22 FT. FOR
MANUFACTURING AND WAREHOUSING AREA. RETAINING APRON BEING DESCRIBED ON THE
ATTACHED EXHIBIT "D".
2. TENANT SHALL HAVE AND HOLD PREMISES FOR A TERM BEGINNING ON THE 1ST
DAY OF SEPTEMBER, 1996, AND ENDING ON THE 31ST DAY OF AUGUST, 2001. AT MIDNIGHT
UNLESS SOONER TERMINATED OR EXTENDED AS HEREINAFTER SPECIFICALLY PROVIDED IN
THIS LEASE.
RENTAL
3. TENANT SHALL PAY LANDLORD AT THE ADDRESS OF LANDLORD SET FORTH
HEREINAFTER
1
IN THIS LEASE OR OF WHICH TENANT SHALL FROM TIME TO TIME OTHERWISE BE NOTIFIED,
PROMPTLY ON THE 1ST DAY OF EACH MONTH IN ADVANCE, DURING ALL TERMS OF THIS LEASE
A MONTHLY RENTAL OF $ 12,729.00 (63,648 SQ. FT @ $.20 PER SQ. FT.)
UTILITY BILLS
4. TENANT SHALL PAY ALL WATER, SEWER, SEWER SERVICE CHARGES, GAS,
ELECTRICITY, FUEL, LIGHT, HEAT AND POWER BILLS FOR PREMISES OR USED BY TENANT IN
CONNECTION THERE WITH, DURING ALL TERMS OF THIS LEASE.
USE OF PREMISES
5. PREMISES SHALL NOT BE USED FOR ANY ILLEGAL PURPOSES; NOR IN ANY MANNER
TO CREATE ANY NUISANCE OR TRESPASS; NOR IN ANY MANNER TO VITIATE THE INSURANCE
OR INCREASE THE RATE OF INSURANCE ON PREMISES.
ABANDONMENT OF PREMISES
6. TENANT SHALL NOT ABANDON OR VACATE PREMISES DURING ANY TERM OF THIS
LEASE.
REPAIRS BY LANDLORD
7. LANDLORD SHALL KEEP IN GOOD REPAIR THE ROOF, FOUNDATIONS AND EXTERIOR
WALLS OF PREMISES, AND SEWER PIPES OUTSIDE THE EXTERIOR WALLS OF THE BUILDING IN
WHICH PREMISES LOCATED, EXCEPT REPAIRS RENDERED NECESSARY BY THE NEGLIGENCE,
WILLFUL ACT OR OMISSION OF TENANT, TENANT'S AGENTS, EMPLOYEES AND INVITES.
LANDLORD HEREBY GIVES TENANT EXCLUSIVE CONTROL OF PREMISES AND SHALL BE UNDER NO
OBLIGATION TO INSPECT PREMISES. TENANT SHALL PROMPTLY REPORT IN WRITING TO
LANDLORD ANY DEFECTIVE CONDITION KNOWN TO TENANT WHICH LANDLORD IS REQUIRED TO
REPAIR, AND FAILURE TO SO REPORT SUCH DEFECTS SHALL MAKE TENANT RESPONSIBLE TO
LANDLORD FOR ANY LIABILITY INCURRED BY LANDLORD BY REASON OF SUCH DEFECTS.
REPAIRS BY TENANT
8. TENANT ACCEPTS PREMISES IN ITS PRESENT CONDITION AND AS SUITED FOR THE
USES INTENDED BY TENANT. TENANT SHALL, THROUGHOUT ALL TERMS OF THIS LEASE, AT
TENANT'S
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EXPENSE, MAINTAIN PREMISES IN GOOD ORDER AND REPAIR, EXCEPT THOSE REPAIRS
EXPRESSLY REQUIRED IN PARAGRAPH 7 HEREOF, TO BE MADE BY LANDLORD. TENANT FURTHER
AGREES TO CARE FOR AND CLEAN THE GROUNDS AROUNDING THE BUILDING, INCLUDING THE
MOWING OF GRASS, CLEANING OF THE PAVED AREAS, AND GENERAL LANDSCAPING. TENANT
SHALL RETURN PREMISES TO LANDLORD AT THE EXPIRATION, OR PRIOR TO TERMINATION, OF
THE TERM OF THIS LEASE IN AS GOOD CONDITION AND REPAIR AS WHEN FIRST RECEIVED,
NATURAL WEAR AND TEAR, DAMAGE BY STORM, FIRE, LIGHTNING, EARTHQUAKE OR OTHER
CASUALTY ALONE EXCEPTED.
DESTRUCTION OF OR DAMAGE TO PREMISES
9. IF PREMISES ARE TOTALLY DESTROYED BY STORM, FIRE, LIGHTNING,
EARTHQUAKE OR OTHER CASUALTY, THIS LEASE SHALL TERMINATE AS OF THE DATE OF SUCH
DESTRUCTION, AND RENTAL SHALL BE ACCOUNTED FOR AS BETWEEN LANDLORD AND TENANT AS
OF THAT DATE. IF PREMISES ARE DAMAGED BUT NOT WHOLLY DESTROYED BY ANY OF SUCH
CASUALTIES, THE TENANT AND LANDLORD RESERVE THE RIGHT TO CO-DETERMINE THE DEGREE
OF DAMAGE OR LOSS TO THE FACILITY, AND SHOULD LANDLORD ELECT TO RESTORE THE
PREMISES TO SUBSTANTIALLY THE SAME CONDITION AS BEFORE DAMAGE THEN FULL RENTAL
SHALL RECOMMENCE UPON COMPLETION OF SAID RESTORATION. LANDLORD HAS ONE HUNDRED
TWENTY (120) DAYS TO MAKE RESTORATIONS TO THE ORIGINAL CONDITION OR TENANT MAY
HAVE THE OPTION TO TERMINATE THE LEASE AGREEMENT.
INDEMNITY
10. TENANT AGREES TO AND HEREBY DOES, INDEMNIFY AND SAVE LANDLORD HARMLESS
AGAINST ALL CLAIMS FOR DAMAGES TO PERSONS OR PROPERTY BY REASON OF TENANT'S USE
OR OCCUPANCY OF PREMISES, AND ALL EXPENSES INCURRED BY THE LANDLORD AND MANAGER
BECAUSE THEREOF, INCLUDING REASONABLE ATTORNEY'S FEES AND COURT COSTS.
GOVERNMENTAL ORDERS
11. TENANT AGREES, AT TENANT'S OWN EXPENSE, TO PROMPTLY COMPLY WITH ALL
REQUIREMENTS OF ANY LEGALLY CONSTITUTED PUBLIC AUTHORITY MADE NECESSARY BY
REASON
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OF TENANT'S OCCUPANCY OF PREMISES.
CONDEMNATION
12. IF THE WHOLE OF PREMISES, OR SUCH PORTION THEREOF AS WILL MAKE
PREMISES UNUSABLE FOR THE PURPOSES HEREIN LEASED, BE CONDEMNED BY ANY LEGALLY
CONSTITUTED AUTHORITY FOR ANY PUBLIC USE OR PURPOSE, THEN IN EITHER OF SAID
EVENTS THIS LEASE SHALL CEASE FROM THE TIME WHEN POSSESSION THEREOF IS TAKEN BY
PUBLIC AUTHORITIES, AND RENTAL SHALL BE ACCOUNTED FOR AS BETWEEN LANDLORD AND
TENANT AS OF THAT DATE. SUCH TERMINATION, HOWEVER, SHALL BE WITHOUT PREJUDICE TO
THE RIGHTS OF EITHER LANDLORD OR TENANT TO RECOVER COMPENSATION AND DAMAGE
CAUSED BY CONDEMNATION FROM THE CONDEMNOR IT IS UNDERSTOOD THAT CONDEMNATION BY
A PRE-EXISTING CONDITION IS NOT THE RESPONSIBILITY OF THE TENANT. IT IS FURTHER
UNDERSTOOD AND AGREED THAT NEITHER TENANT NOR LANDLORD SHALL HAVE ANY RIGHTS IN
ANY AWARD MADE TO THE OTHER BY ANY CONDEMNATION AUTHORITY NOTWITHSTANDING THE
TERMINATION OF THIS LEASE AS HEREIN PROVIDED.
ASSIGNMENT AND SUBLETTING
13. TENANT SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE LANDLORD
ENDORSED HEREON, ASSIGN OR ENCUMBER THIS LEASE OR ANY INTEREST HEREUNDER, OR
SUBLET PREMISES OR ANY PART THEREOF, OR PERMIT THE USE OF PREMISES BY ANY OTHER
PARTY OTHER THAN TENANT. LANDLORD'S CONSENT TO ANY ASSIGNMENT, ENCUMBRANCE OR
SUBLEASE SHALL NOT NULLIFY THIS PROVISION, AND ALL LATER ASSIGNMENTS,
ENCUMBRANCES OR SUBLEASES SHALL BE MADE LIKEWISE ONLY ON THE PRIOR WRITTEN
CONSENT OF LANDLORD. ASSIGNEE OF TENANT, AT OPTION OF LANDLORD, SHALL BECOME
DIRECTLY LIABLE TO LANDLORD FOR ALL OBLIGATIONS OF TENANT HEREUNDER, BUT NO
SUBLEASE OR ASSIGNMENT BY TENANT SHALL RELIEVE TENANT OF ANY LIABILITY
HEREUNDER.
REMOVAL OF FIXTURES AND PROPERTY
14. TENANT MAY (IF NOT IN DEFAULT HEREUNDER) PRIOR TO THE EXPIRATION OF
THIS LEASE,
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OR ANY EXTENSION THEREOF, REMOVE ALL PERSONAL PROPERTY, FIXTURES AND EQUIPMENT
WHICH TENANT HAS PLACED IN PREMISES, PROVIDED TENANT SIMULTANEOUSLY REPAIRS ALL
DAMAGE TO PREMISES CAUSED BY SUCH REMOVAL. IF TENANT IS AT THE TIME OF ANY
TERMINATION OF THIS LEASE IN DEFAULT UNDER ANY TERM OR CONDITION HEREOF, TENANT
SHALL NOT BE ENTITLED TO REMOVE ANY OF SUCH PERSONAL PROPERTY, FIXTURES OR
EQUIPMENT AND LANDLORD SHALL HAVE ALL RIGHTS THEREIN AS ARE THEN AVAILABLE TO
LANDLORD BY LAW.
CANCELLATION OF LEASE BY LANDLORD
15. IT IS MUTUALLY AGREED THAT, IN THE EVENT TENANT SHALL DEFAULT IN THE
PAYMENT OF RENT HEREIN RESERVED, WHEN DUE, AND FAILS TO CURE SAID DEFAULT WITHIN
(5) DAYS AFTER THE GIVING OF WRITTEN NOTICE THEREOF BY LANDLORD; OR IF TENANT
SHALL BE IN DEFAULT IN PERFORMING ANY OF THE TERMS OR PROVISIONS OF THIS LEASE
OTHER THAN THE PROVISIONS REQUIRING THE PAYMENT OF RENT, AND FAILS TO CURE SUCH
DEFAULT WITHIN THIRTY (30) DAYS AFTER THE DATE OF WRITTEN NOTICE OF DEFAULT FROM
LANDLORD; OR IF TENANT IS ADJUDICATED BANKRUPT; OR IF A PERMANENT RECEIVER IS
APPOINTED FOR TENANT'S PROPERTY AND SUCH RECEIVER IS NOT REMOVED WITHIN SIXTY
(60) DAYS AFTER WRITTEN NOTICE FROM LANDLORD TO TENANT TO OBTAIN SUCH REMOVAL;
OR IF, WHETHER VOLUNTARILY OR INVOLUNTARILY, TENANT TAKES ADVANTAGE OF ANY
DEBTOR RELIEF PROCEEDINGS UNDER ANY PRESENT OR FUTURE LAW, WHEREBY THE RENT OR
ANY PART THEREOF, OR IS PROPOSED TO BE, REDUCED OR PAYMENT THEREOF DEFERRED; OR
IF TENANT MAKES AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS; OR IF TENANT'S
EFFECTS SHALL BE LEVIED UPON OR ATTACHED UNDER PROCESS AGAINST TENANT, NOT
SATISFIED OR DISSOLVED WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE FROM
LANDLORD TO TENANT TO OBTAIN SATISFACTION THEREOF; THEN, AND IN ANY OF SAID
EVENTS, LANDLORD AT ITS OPTIONS MAY AT ONCE, OR WITHIN SIX (6) MONTHS THEREAFTER
(BUT ONLY DURING THE CONTINUANCE OF SUCH DEFAULT OR CONDITION), TERMINATE THIS
LEASE BY WRITTEN NOTICE TO TENANT; WHEREUPON THIS LEASE SHALL END. AFTER AN
AUTHORIZED ASSIGNMENT OR SUBLEASE OF THE ENTIRE PREMISES COVERED BY THIS LEASE,
THE OCCURRING OF ANY OF THE FOREGOING
5
DEFAULTS OR EVENTS SHALL AFFECT THIS LEASE ONLY IF CAUSED BY, OR HAPPENING TO,
SUCH ASSIGNEE OR SUBLESSEE. ANY NOTICE PROVIDED IN THIS PARAGRAPH 16 MAY BE
GIVEN BY LANDLORD OR ITS ATTORNEY. UPON SUCH TERMINATION BY LANDLORD, TENANT
WILL AT ONCE SURRENDER POSSESSION OF PREMISES TO LANDLORD AND REMOVE THEREFROM
ALL OF TENANT'S EFFECTS IN WHICH LANDLORD CLAIMS NO INTEREST UNDER PARAGRAPH 15
OF THIS LEASE; AND LANDLORD SHALL HAVE THE RIGHT FORTHWITH TO RE-ENTER PREMISES
AND REPOSSESS ITSELF THEREOF, AND REMOVE ALL PERSONS AND EFFECTS THEREFROM,
USING SUCH FORCE AS MAY BE NECESSARY WITHOUT BEING GUILTY OF TRESPASS, FORCIBLE
ENTRY OR DETAINER OR OTHER TORT.
RELETTING BY LANDLORD
16. LANDLORD SHALL HAVE THE RIGHT AT LANDLORD'S OPTION WITHOUT TERMINATING
THIS LEASE, UPON TENANT'S BREACHING THIS CONTRACT, TO ENTER UPON AND, AS
TENANT'S AGENT, RENT PREMISES AT THE BEST PRICE OBTAINABLE BY REASONABLE EFFORT,
WITHOUT ADVERTISEMENT AND BY PRIVATE NEGOTIATIONS AND FOR ANY TERM LANDLORD
DEEMS PROPER. TENANT SHALL BE LIABLE TO LANDLORD FOR THE DEFICIENCY, IF ANY,
BETWEEN THE TENANT'S RENT HEREUNDER AND THE PRICE OBTAINED BY THE LANDLORD ON
RELETTING.
EXTERIOR SIGNS
17. TENANT SHALL PLACE NO SIGNS UPON THE OUTSIDE WALLS OR ROOF OF PREMISES
EXCEPT WITH THE WRITTEN CONSENT OF LANDLORD. ANY AND ALL SIGNS PLACED ON THE
WITHIN LEASED PREMISES BY TENANT SHALL BE MAINTAINED IN COMPLIANCE WITH ALL
GOVERNMENTAL ORDINANCES, RULES, AND REGULATIONS GOVERNING SUCH SIGNS, AND TENANT
SHALL BE RESPONSIBLE TO LANDLORD FOR ANY DAMAGE CAUSED BY INSTALLATION, USE OR
MAINTENANCE OF SAID SIGNS OR VIOLATION OF ORDINANCE, RULE OR REGULATION WITH
REGARD THERETO. UPON ANY REMOVAL OF SAID SIGNS TENANT SHALL SIMULTANEOUSLY
REPAIR ALL DAMAGE INCIDENT TO SUCH REMOVAL.
INTERRUPTION OF SERVICES OR OF OCCUPANCY
18. INTERRUPTION OR CURTAILMENT OF ANY SERVICE TO THE PREMISES, SUCH AS
(BUT NOT
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LIMITED TO) UTILITIES, IF CAUSED BY STRIKES, MECHANICAL DIFFICULTIES OR OTHER
CAUSES BEYOND THE LANDLORD'S CONTROL WILL NOT ENTITLE TENANT TO ANY CLAIM
AGAINST LANDLORD OR ANY ABATEMENT IN RENT, NOR WILL IT CONSTITUTE CONSTRUCTIVE
OR PARTIAL EVICTION, UNLESS LANDLORD FAILS TO TAKE MEASURES THAT ARE REASONABLE
IN THE CIRCUMSTANCES TO RESTORE THE SERVICE WITHOUT UNDUE DELAY. IT IS
UNDERSTOOD THAT ANY PRE-EXISTING ENVIRONMENTAL CONDITION IS NOT THE
RESPONSIBILITY OF THE TENANT. IT IS ASSUMED THAT NO SUCH CONDITION EXISTS.
CONSTRUCTIVE EVICTION
19. TENANT WILL NOT BE ENTITLED TO CLAIM A CONSTRUCTIVE EVICTION FROM
PREMISES UNLESS TENANT WILL HAVE FIRST NOTIFIED LANDLORD IN WRITING OF THE
CONDITION GIVING RISE TO THE CLAIM AND, IF THE COMPLAINTS ARE JUSTIFIED, UNLESS
LANDLORD FAILS TO REMEDY THE CONDITION WITHIN A REASONABLE TIME AFTER RECEIPT OF
THE NOTICE.
ENTRY FOR CARDING
20. LANDLORD MAY CARD PREMISES "FOR RENT" OR "FOR SALE" THIRTY (30) DAYS
BEFORE THE TERMINATION OF THIS LEASE. LANDLORD SHALL HAVE THE RIGHT TO ENTER
PREMISES, AFTER CONFIDENTIALITY AGREEMENT IS MADE BETWEEN LANDLORD AND TENANT,
AT REASONABLE HOURS TO EXHIBIT SAME TO PROSPECTIVE PURCHASERS OR TENANTS AND TO
MAKE REPAIRS REQUIRED OF LANDLORD UNDER THE TERMS HEREOF OR TO MAKE REPAIRS TO
LANDLORD'S ADJOINING PROPERTY, IF ANY.
EFFECT OF TERMINATION OF LEASE
21. NO TERMINATION OF THIS LEASE PRIOR TO THE NORMAL ENDING THEREOF, BY
LAPSE OF TIME OR OTHERWISE, SHALL AFFECT LANDLORD'S RIGHT TO COLLECT RENT FOR
THE PERIOD PRIOR TO TERMINATION THEREOF.
MORTGAGEE'S RIGHTS
22. TENANT'S RIGHTS SHALL BE SUBJECT TO ANY BONA FIDE MORTGAGE OR DEED TO
SECURE DEBT WHICH IS NOW, OR MAY HEREAFTER BE, PLACED UPON THE PROPERTY OF WHICH
PREMISES
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CONSTITUTE A PART.
NO ESTATE IN LAND
23. THIS LEASE SHALL CREATE THE RELATIONSHIP OF LANDLORD AND TENANT
BETWEEN THE PARTIES HERETO; NO ESTATE SHALL PASS OUT OF LANDLORD. TENANT HAS
ONLY A USUFRUCT, NOT SUBJECT TO LEVY AND SALE, AND NOT ASSIGNABLE BY TENANT
EXCEPT BY LANDLORD'S CONSENT. NEITHER LANDLORD NOR TENANT SHALL CAUSE THIS LEASE
TO BE RECORDED WITHOUT PRIOR WRITTEN CONSENT OF THE OTHER PARTY TO SUCH
RECORDING.
HOLDING OVER
24. IF TENANT REMAINS IN POSSESSION OF PREMISES AFTER EXPIRATION OF THE
TERM HEREOF, WITH LANDLORD'S ACQUIESCENCE AND WITHOUT ANY EXPRESS AGREEMENT OF
PARTIES, TENANT SHALL BE A TENANT AT WILL AT TWO TIMES THE RENTAL RATE IN EFFECT
AT END OF LEASE; AND THERE SHALL BE NO RENEWAL OF THIS LEASE BY OPERATION OF
LAW.
ATTORNEY'S FEES AND HOMESTEAD
25. IF ANY RENT OWING UNDER THIS LEASE IS COLLECTED BY OR THROUGH AN
ATTORNEY AT LAW, TENANT AGREES TO PAY THE FULL AMOUNT OF SUCH REASONABLE
ATTORNEY'S FEES AS LANDLORD INCURS IN SUCH COLLECTION. TENANT WAIVES ALL
HOMESTEAD RIGHTS AND EXEMPTIONS WHICH TENANT MAY HAVE UNDER ANY LAW AS AGAINST
ANY OBLIGATION OWING UNDER THIS LEASE. TENANT HEREBY ASSIGNS TO LANDLORD
TENANT'S HOMESTEAD AND EXEMPTION.
SERVICE OF NOTICE
26. TENANT HEREBY APPOINTS AS TENANT'S AGENT TO RECEIVE SERVICE OF ALL
DISPOSSESSORY OR OTHER LEGAL PROCEEDINGS AND NOTICES THEREUNDER, AND ALL NOTICES
REQUIRED UNDER THIS LEASE, THE PERSON IN CHARGE OF PREMISES OR OCCUPYING
PREMISES AT THE TIME OF DELIVERY OR SERVICE OF SUCH NOTICE; AND IF NO PERSON IS
IN CHARGE OF OR OCCUPYING PREMISES AT SUCH TIME, THEN SUCH SERVICE OR NOTICE MAY
BE MADE BY ATTACHING THE SAME ON THE MAIN ENTRANCE TO PREMISES. A COPY OF ALL
NOTICES UNDER THIS LEASE SHALL
8
ALSO BE SENT TO TENANT'S ADDRESS: AMERICAN WEAVERS, L.L.C. ATTENTION: MR. XXXXX
XXXXXXXX, 000 XXXXX XXXX XXXXXX, XXXXXXX, XX 00000. ALL NOTICES GIVEN HEREUNDER
BY TENANT TO LANDLORD SHALL BE SENT TO LANDLORD IN CARE OF LANDLORD AT
LANDLORD'S ADDRESS SET FORTH HEREINAFTER IN THIS LEASE, UNLESS IT HAS OTHERWISE
NOTIFIED TENANT OF ANOTHER ADDRESS FOR LANDLORD.
MISCELLANEOUS
27. ALL RIGHTS, POWERS AND PRIVILEGES CONFERRED HEREUNDER UPON PARTIES
HERETO SHALL BE CUMULATIVE BUT NOT RESTRICTIVE TO THOSE GIVEN BY LAW. NO FAILURE
OF LANDLORD TO EXERCISE ANY POWER GIVEN LANDLORD HEREUNDER, OR TO INSIST UPON
STRICT COMPLIANCE BY TENANT WITH HIS OBLIGATION HEREUNDER, AND NO CUSTOM OR
PRACTICE OF COMPLIANCE BY TENANT WITH HIS OBLIGATION HEREUNDER, AND NO CUSTOM OR
PRACTICE OF THE PARTIES AT VARIANCE WITH THE TERMS HEREOF SHALL CONSTITUTE A
WAIVER OF LANDLORD'S RIGHT TO DEMAND EXACT COMPLIANCE WITH THE TERMS HEREOF.
"LANDLORD" AS USED IN THIS LEASE SHALL INCLUDE LANDLORD, HIS OR ITS HEIRS,
EXECUTORS, ADMINISTRATORS, LEGAL REPRESENTATIVE, ASSIGNS AND SUCCESSORS IN TITLE
TO PREMISES. "TENANT" SHALL INCLUDE TENANT, HIS OR ITS HEIRS, EXECUTORS,
ADMINISTRATORS, LEGAL REPRESENTATIVES, AND, IF THIS LEASE SHALL BE VALIDLY
ASSIGNED OR SUBLET, SHALL ALSO INCLUDE TENANT'S ASSIGNEES OR SUBLEASES, AS TO
PREMISES COVERED BY SUCH ASSIGNMENT OR SUBLEASE. "LANDLORD", AND "TENANT" SHALL
INCLUDE MALE AND FEMALE, SINGULAR AND PLURAL, CORPORATION, PARTNERSHIP OR
INDIVIDUAL, AS MAY FIT THE PARTICULAR PARTIES. TIME IS OF THE ESSENCE OF THIS
LEASE
OPTION TO RENEW
28. TENANT IS GIVEN AN OPTION TO EXTEND THE TERM OF THIS LEASE BY A PERIOD
OF THREE (3) YEARS. TENANT MAY EXERCISE THIS OPTION AT ANY TIME BY NOTICE IN
WRITING TO LANDLORD SERVED AT LEAST NINETY (90) DAYS PRIOR TO THE END OF THE
INITIAL TERM, IF TENANT SHALL NOT BE IN DEFAULT. EXCEPT AS THE TERMS MAY NOT BE
RELEVANT OR APPLICABLE, ALL THE TERMS AND CONDITIONS OF THE LEASE SHALL APPLY
FOR THE EXTENDED PERIOD, EXCLUDING THE MONTHLY
9
RENTAL WHICH SHALL REMAIN AT $12,729.00 OR $.20 PER SQUARE FOOT OF RENTED SPACE
AFTER THE EIGHT YEAR TERM, OPTION TO RENEW WILL BE GRANTED PERPETUALLY IN THREE
YEAR INCREMENTS WITH THE RENTAL RATE BEING INCREASED AT EACH RENEWAL BASED ON
THE ACCUMULATIVE YEARLY INFLATION RATE AS DETERMINED BY THE STATE OF GEORGIA
DEPARTMENT OF COMMERCE. THIS RATE SHALL BE FROM THE INITIAL TERM OF THE LEASE.
TENANT'S OBLIGATION TO INSURE: ALL-INCLUSIVE FORM
29. DURING THE TERM OF THIS LEASE, TENANT, AT ITS SOLE COST AND EXPENSE,
AND FOR THE MUTUAL BENEFIT OF LANDLORD AND TENANT, SHALL CARRY AND MAINTAIN THE
FOLLOWING TYPES OF INSURANCE IN THE AMOUNTS SPECIFIED: COMPREHENSIVE PUBLIC
LIABILITY INSURANCE, INCLUDING PROPERTY DAMAGE, INSURING LANDLORD AND TENANT
AGAINST LIABILITY FOR INJURY TO PERSONS OR PROPERTY OCCURRING IN OR ABOUT THE
LEASED PREMISES OR ARISING OUT OF THE OWNERSHIP, MAINTENANCE, USE, OR OCCUPANCY
THEREOF. THE LIABILITY UNDER SUCH INSURANCE SHALL NOT BE LESS THAN $1,000,000.00
FOR ANY ONE PERSON INJURED OR KILLED AND NOT LESS THAN $5,000,000.00 FOR ANY ONE
ACCIDENT AND NOT LESS THAN $1,000,000.00 FOR PERSONAL PROPERTY DAMAGE PER
ACCIDENT. WRITTEN PROOF OF THIS INSURANCE COVERAGE SHALL BE REQUIRED BY ECHOTA
PROPERTIES, L.L.C. DURING THE TERM OF THIS LEASE.
10
ENTIRE AGREEMENT
30. THIS LEASE CONTAINS THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND NO
REPRESENTATIONS, INDUCEMENTS, PROMISES, OR AGREEMENTS, ORAL OR OTHERWISE,
BETWEEN THE PARTIES, NOT EMBODIED HEREIN, SHALL BE OF ANY FORCE OR EFFECT.
IN WITNESS WHEREOF, THE PARTIES HEREIN HAVE HEREUNTO SET THEIR HANDS AND
SEALS OR CAUSED THIS INSTRUMENT TO BE EXECUTED THIROUGH AUTHORIZED OFFICIALS IN
THEIR NAME, IN TRIPLICATE, THE DAY AND YEAR FIRST ABOVE WRITTEN.
SIGNED, SEALED AND DELIVERED LANDLORD:
IN THE PRESENCE OF: XXXXXXX XXX, XXXXXXX XXX, XXXXXXX XXXX
D/B/A ECHOTA PROPERTIES, L.L.C.
/s/ [SIGNATURE ILLEGIBLE] /s/ [SIGNATURE ILLEGIBLE] (SEAL)
--------------------------- ---------------------------
UNOFFICIAL WITNESS
/s/ [SIGNATURE ILLEGIBLE] /s/ [SIGNATURE ILLEGIBLE] (SEAL)
--------------------------- ---------------------------
NOTARY PUBLIC
G.A STATE AT LARGE
MY COMMISSION EXPIRES 4/30/98 ADDRESS: X.X Xxx 0000
------- -------------------
Xxxxxxx, XX 00000
---------------------------
SIGNED, SEALED AND DELIVERED TENANT:
IN THE PRESENCE OF: AMERICAN WEAVERS, L.L.C.
PRESIDENT
/s/ [SIGNATURE ILLEGIBLE] /s/ [SIGNATURE ILLEGIBLE] (SEAL)
--------------------------- ---------------------------
UNOFFICIAL WITNESS
/s/ [SIGNATURE ILLEGIBLE] ___________________________ (SEAL)
---------------------------
NOTARY PUBLIC
GA. STATE AT LARGE
MY COMMISSION EXPIRES 4/30/98 ADDRESS: 965 [ILLEGIBLE] Wall St.
-------- ------------------------
Xxxxxxx, XX 00000
--------------------------------
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ECHOTA PROPERTIES, L.L.C. 5/22/96
CALHOUN, GEORGIA
PERMITS:
BUILDING PERMIT AND EXCAVATION PERMIT IS INCLUDED.
TAP FEES: NOT REQUIRED
GRADING AND SITEWORK:
BRING THE BUILDING SITE TO THE PROPER SUBGRADE. ALL FILL MATERIAL SHALL BE
TRUCKED IN AND COMPACTED TO 95% STANDARD XXXXXXX DENSITY.
DO NECESSARY FINE GRADING. THE EXISTING GRADE SHALL BE NO MORE THAN PLUS OR
MINUS ONE TENTH OF A FOOT.
FOOTINGS:
COLUMN FOOTINGS SUPPORTING PRE-ENGINEERED BUILDING SHALL BE DESIGNED BY A
GEORGIA REGISTERED ARCHITECT OR ENGINEER AFTER THE DESIGN REACTIONS ARE
RECEIVED FROM THE METAL BUILDING MANUFACTURER.
COLUMN FOOTINGS WILL BE 6 INCHES BELOW FLOOR LEVEL THE CONCRETE USED IN
FOOTINGS WILL BE 3000 P.S.I. CONCRETE. THE FOOTING DESIGNS ARE BASED ON SOIL
BEARING PRESSURE OF 2500 P.S.F.
EXCAVATE FOR AND POUR A 12 FT. X 12 IN. TURNDOWN FOOTING AROUND THE
PERIMETER OF THE CONCRETE FLOOR AT THE REMAINING STEEL BUILDING WALLS WITH
TWO (2) RUNS OF #4 REBAR.
FLOOR SLAB:
THE FLOOR WILL BE SIX INCHES OF 3000 P.S.I. CONCRETE POURED OVER THREE INCHES
OF COMPACTED CRUSHED STONE BASE. THE FLOOR SHALL BE REINFORCED WITH 6 IN.
X 6 IN. X 10 GAUGE WIRE. THE FLOOR WILL HAVE A 4 MIL POLYETHYLENE VAPOR BARRIER.
THE FLOOR WILL RECEIVE A HARD STEEL TROWEL FINISH AND WILL BE SEALED WITH ONE
COAT OF CONCRETE CURING COMPOUND. THE CONTROL JOINTS IN THE FLOOR WILL BE SAW
CUT ON A NINE HUNDRED SQUARE FOOT GRID.
CONTRACTOR SHALL BE RESPONSIBLE FOR BROOM SWEEPING THE FLOOR AND
NOTIFYING THE TENANT OF FINAL COMPLETION. SHOULD THE TENANT OCCUPY THE
BUILDING BEFORE COMPLETION, THE CONTRACTOR SHALL NOT BE RESPONSIBLE FOR
CLEANING FLOORS.
ECHOTA PROPERTIES, L.L.C. PAGE -2-
RETAINING WALLS:
FORM AND POUR APPROXIMATELY 175 LINEAR FEET OF 8 IN. THICK CONCRETE RETAINING
WALL ALONG THE WEST SIDE OF SAID BUILDING. SAID WALL SHALL BE APPROXIMATELY
2 FT. -4 FT. HIGH. REINFORCED WITH #4 REBAR AT 12 INCH ON CENTER VERTICALLY AND
HORIZONTALLY. THE WALL SHALL BE PLACED ON A FOOTING 12 IN. X 24 IN. WITH THREE
#4 REBAR RUN CONTINUOUS, AND VERTICAL BENDS AT 24 IN. ON CENTERS.
CONCRETE/STEEL STEPS:
FURNISH AND INSTALL ONE SET OF STEEL STEPS AT THE WEST DOCK INCLUDING 42 INCH
HANDRAILS.
CONCRETE APRONS/ROADS:
FORM AND POUR A CONCRETE APRON AT THE LOADING DOCKS. THIS APRON SHALL BE
16,000 SQ. FT. ON THE WEST SIDE. THE CONCRETE SHALL BE 3000 P.S.I. REINFORCED
WITH 6 IN. X 6 IN. X 10 GAUGE WIRE MESH AND HAVE A BROOM FINISH.
PRE-ENGINEERED BUILDING:
THE STEEL BUILDING DIMENSIONS WILL BE 221 FT. WIDE BY 288 FT. LONG WITH AN
EAVELINE HEIGHT OF 22 FT. THE NEW FACILITY SHALL TIE TO THE EXISTING FACILITY ON
THE SOUTH ENDWALL.
THE BUILDING WILL HAVE THREE (3)60 FT., AND ONE (1)41 FT. INTERIOR SPANS RUNNING
THE WIDTH OF THE BUILDING. LENGTHWISE, THE BUILDING SHALL HAVE 26 FT. AND 27 FT.
BAYS RUNNING THE FULL LENGTH OF THE BUILDING. THE ROOF SLOPE WILL BE 1/2:12.
THE BUILDING WILL BE DESIGNED TO CARRY AN 80 MPH WIND AND A 20 PSF LIVE LOAD
WITH AN ADDITIONAL 3 PSF AUXILIARY LOAD SYSTEM AND MISCELLANEOUS LOAD.
ROOF SYSTEM SHALL BE 26 GAUGE GALVALUME ROOF SHEETS INSTALLED OVER
PURLINS. THIS ROOF SYSTEM SHALL BE INSULATED WITH 3 INCH VINYL REINFORCED
VINYL BACKED FIBERGLASS INSULATION.
SIDEWALLS AND ENDWALLS OF BUILDING SHALL BE SHEETED WITH 26 GAUGE ARCHITECTURAL
WALL PANELS. THE WALLS SHALL HAVE BAKED ON PAINT, COLOR TO MATCH THE EXISTING
FACILITY. THIS WALL SYSTEM SHALL BE INSULATED WITH 3 INCH VINYL REINFORCED VINYL
BACKED FIBERGLASS INSULATION.
ECHOTA PROPERTIES, L.L.C. PAGE -3-
FURNISH AND INSTALL THREE (3) 3 FT. X 7 FT. STEEL WALK DOORS AT THE SPECIFIED
LOCATIONS. THIS INCLUDES FRAMES, MORTISE LOCKSETS, DOORS AND THRESHOLDS.
ONE (1) WALK DOOR SHALL BE CUT INTO THE EXISTING SOUTH ENDWALL.
ROLL-UP DOORS:
5 EACH 8 FT. X 10 FT. MS SOUTHWESTERN MODEL 200 STEEL ROLLING DOORS
5 EACH 8 FT. X 10 FT. DOCK SEALS, 20 IN. PROJECTION, WITH HEAD FLAP
5 EACH 25,000 LB. DLM LEVELERS
1 EACH 14.4 FT. X 14 FT. STRIP DOOR
8 EACH PIPE BOLLARDS 6 IN. X 6 IN. FILLED WITH CONCRETE AND PAINTED
SAFETY YELLOW, TWO (2) AT EACH DOOR
NOTE CUT AND FRAME FOR 12 FT. X 14 FT. DOOR THRU THE EXISTING SOUTH
----
ENDWALL
CANOPIES:
FURNISH AND INSTALL A STRUCTURAL CANOPY OVER THE LOADING DOCK THIS CANOPY
SHALL HAVE A 4 FT. PROJECTION.
CABINETS: NOT IN CONTRACT
HARDWARE:
EXTERIOR STEEL DOORS.
PANIC DEVICES AT ALL EMERGENCY EXITS WITH CLOSURES.
PAINTING:
INTERIOR STRUCTURAL STEEL...... ONE (1) FACTORY APPLIED COAT OF RED
OXIDE PAINT AND ONE (1) FIELD APPLIED
COAT OF DTM
ECHOTA PROPERTIES, L.L.C. PAGE -4-
ELECTRICAL SYSTEM:
FURNISH AND INSTALL A COMPLETE NEW ELECTRICAL SYSTEM FOR SAID BUILDING. SEE
THE ATTACHED ELECTRICAL SPECIFICATIONS.
SPRINKLER SYSTEM:
FURNISH AND INSTALL A SPRINKLER SYSTEM. THE SPRINKLER SYSTEM SHALL MEET
INSURANCE SPECIFICATIONS. SEE THE ATTACHED SPRINKLER SYSTEM SPECIFICATIONS.
HEATING, VENTILATION AND AIR CONDITIONING:
4 EACH 42 INCH WALL MOUNTED EXHAUST FANS
4 EACH 5 FT. X 4 FT. IN-TAKE AIR LOUVERS WITH STATIC DAMPERS
8 EACH 250,000 BTU GAS FIRED UNIT HEATERS INCLUDING GAS PIPING (PAINTING
OF PIPE IS NOT INCLUDED)
ECHOTA PROPERTIES, L.L.C. PAGE -5-
ELECTRICAL SPECIFICATIONS:
FURNISH AND INSTALL THE FOLLOWING:
1. 400 AMPERE, 277/480 VOLT SERVICE EXTENDED FROM THE EXISTING
SWITCHBOARD TO SOUTHWEST CORNER OF EXISTING BUILDING.
2. 400 AMPERE, M.L.O., 42 SPACE, 277/480 VOLT, COPPER XXXX PANELBOARD
WITH 1 EACH 100A/3 AND 1 EACH 70A/3 CIRCUIT BREAKERS.
3. 1 EACH 100 AMPERE, 277/480 VOLT, M.C.B., 42 SPACE LIGHTING PANEL-BOARD
AND CIRCUIT BREAKERS.
4. 1 EACH 45 KVA TRANSFORMER.
5. 1 EACH 150 AMPERE, 120/208 VOLT, M.C.B., 42 SPACE PANELBOARD AND
CIRCUIT BREAKERS.
6. 85 EACH 400 WATT, METAL HALIDE, HIGH-BAY LIGHTING FIXTURES WITH
17 IN. ALUMINUM REFLECTORS.
7. 9 EACH (SAME AS ABOVE) TO BE EQUIPPED WITH RESTRIKE OPTION.
8. 20 EACH EMERGENCY LIGHTING FIXTURES WITH BATTERY BACKUP.
9. 4 EACH LIGHTED EXIT SIGNS WITH BATTERY BACKUP.
10. 120 VOLT POWER TO 6 EACH UNIT HEATERS.
11. 6 EACH (EXTERIOR) METAL HALIDE WALL PACKS.
12. 480 VOLT POWER TO 4 EACH EXHAUST FANS.
ECHOTA PROPERTIES, L.L.C. PAGE -6-
SPRINKLER SPECIFICATIONS
COMPLETE INSTALLATION OF TWO (2) AUTOMATIC WET SPRINKLER SYSTEMS HYDRAULICALLY
DESIGNED TO PROVIDE A DENSITY OF .60 GPM OVER THE MOST REMOTE 2000 SQUARE FEET
WITH 500 GPM HOSE ALLOWANCE USING 17/32 ELO-231 X 2860 BRASS UPRIGHT SPRINKLERS.
RELOCATION OF EXISTING VALVE PIT, EXISTING SPRINKLER RISERS AND FIRE HYDRANT IS
INCLUDED IN THIS PROPOSAL NEW 8 INCH UNDERGROUND TO EXTEND TO THE CORNER OF THE
NEW PROPOSED ADDITION. ALL WORK AND MATERIALS TO MEET STATE/LOCAL FIRE MARSHAL
AND INSURANCE COMPANY HAVING JURISDICTION APPROVALS.
ALARM VALVES:
------------
TWO (2) 8 INCH ALARM VALVES WITH TRIM AND ACCESSORIES, LOCATED IN THE MAIN
SUPPLY TO TWO (2) SYSTEMS. RELOCATION OF EXISTING RISERS IS INCLUDED IN THIS
PROPOSAL.
WATER TYPE ALARMS:
-----------------
TWO (2) WATER MOTOR ALARMS TO BE FURNISHED AND CONNECTED TO TWO (2) ALARM
VALVES. THE GONG IS TO BE LOCATED ON THE BUILDING WALL AT A POINT SELECTED BY
THE CONTRACTOR.
IF NECESSARY TO RUN DISCHARGE FROM WATER MOTORS TO SEWER, OWNER IS TO PROVIDE
SEWER CONNECTIONS AND RECEPTACLE CONFORMING TO LOCAL PLUMBING REQUIREMENTS, AT
POINTS OF WATER MOTOR DRAINS.
ELECTRIC ALARMS:
---------------
CONTRACTOR TO FURNISH AND INSTALL TWO (2) ELECTRICAL FLOW ALARMS REQUIRED. OWNER
IS TO DO ALL NECESSARY WIRING IN ACCORDANCE WITH APPLICABLE ELECTRICAL
REQUIREMENTS.
GATE VALVE:
----------
RELOCATION OF ONE (1) GATE VALVE FOR WATER CONTROL IN VALVE PIT IS INCLUDED IN
THIS PROPOSAL.
CHECK VALVE:
-----------
RELOCATION OF ONE (1) DOUBLE CHECK VALVE FOR BACKFLOW IN VALVE PIT IS INCLUDED
IN THIS PROPOSAL
ECHOTA PROPERTIES, L.L.C. PAGE -7-
DRAIN PIPING:
------------
DRAIN PIPING TO PROPERLY DRAIN SYSTEM TO BE RUN TO ACCESSIBLE PLACE FOR
DISCHARGE, AT POINTS SELECTED BY CONTRACTOR. IF NECESSARY TO DISCHARGE DRAINS TO
SEWER, OWNER IS TO PROVIDE SEWER CONNECTIONS AND RECEPTACLE CONFORMING TO
APPLICABLE PLUMBING REQUIREMENTS, AT POINTS OF SYSTEM DRAINS.
HANGERS:
-------
NECESSARY HANGERS IN PLACE FOR SUPPORTING THE SPRINKLER PIPING AS PER NFPA #13.
SPRINKLER CABINET:
-----------------
TWO (2) SPRINKLER CABINETS WITH TWELVE (12) SPRINKLERS AND SPRINKLER WRENCH FOR
EMERGENCY USE. RELOCATION OF TWO (2) EXISTING IS INCLUDED IN THIS PROPOSAL.
FIRE DEPARTMENT CONNECTION:
--------------------------
RELOCATION OF EXISTING FIRE DEPARTMENT CONNECTION IS INCLUDED IN THIS PROPOSAL.
SUPPLY PIPING AND EXTRA CONNECTIONS:
-----------------------------------
SUPPLY TO BE TAKEN FROM EXISTING 8 INCH TAP AND RELOCATED VALVE PIT.
UNDERGROUND PIPE AND FITTINGS:
-----------------------------
320 FEET OF 8 INCH UNDERGROUND FIRE MAIN IS INCLUDED IN THIS PROPOSAL. ALL
FITTINGS AND PIPE TO CONFORM TO NFPA STANDARDS AS IS APPLICABLE.
CITY WATER CONNECTION: EXISTING
---------------------
HYDRANTS:
--------
RELOCATION OF ONE (1) EXISTING FIRE HYDRANT WITH 3 FT. -6 IN. BURY AS REQUIRED
BY AUTHORITY HAVING JURSIDICTION.
INTERIOR HOSE STATIONS:
----------------------
FOUR (4) SMALL INTERIOR HOSE STATIONS WITH EQUIPMENT ARE INCLUDED IN THIS
PROPOSAL, TAKING SUPPLY ADJACENT SYSTEM.
ECHOTA PROPERTIES, L.L.C. PAGE -8-
TRENCH WORK:
-----------
TRENCH WORK FOR PROPER INSTALLATION OF UNDERGROUND PIPING INCLUDING EXCAVATION
AND BACKFILLING. IF WATER, QUICKSAND, ROCK, OR ANY OTHER UNFORESEEN OBSTRUCTIONS
ARE ENCOUNTERED, OR SHORING IS REQUIRED, OWNER IS TO PAY FOR AS AN EXTRA TO THE
CONTRACT PRICE, THE ADDITIONAL COST INVOLVED.
INSTALLATION:
------------
ALL LABOR REQUIRED FOR THE INSTALLATION OF THE PROPOSED SPRINKLER SYSTEM WILL BE
PERFORMED DURING NORMAL WORKING HOURS (8:00 A.M. UNTIL 5:00 P.M.) MONDAY THROUGH
FRIDAY.
IF WORK IS REQUESTED BY THE OWNER DURING ANY OTHER TIME OF THE DAY OR NIGHT,
WEEKENDS OR HOLIDAYS, THE OWNER IS TO PAY FOR ALL ADDITIONAL COST INVOLVED.
MASONRY AND CARPENTRY WORK:
--------------------------
PROVIDE ALL OPENINGS FOR PROPER INSTALLATION OF THE WORK, AS SPECIFIED ABOVE IN
WALLS, FLOORS, CEILINGS AND PARTITIONS AND OWNER IS TO DO ALL PATCHING AND
REPAINTING REQUIRED.
PAINTING: PAINTING IS NOT INCLUDED IN THIS PROPOSAL
--------
SPECIAL:
-------
1. DELIVER MATERIALS TO OWNERS BUILDING SITE AND DO ALL LOCAL HAULING AND
HANDLING.
2. THIS PROPOSAL DOES NOT INCLUDE ANY ELECTRICAL WIRING.
3. THIS PROPOSAL DOES NOT INCLUDE ANY REPLACEMENT SHRUBBERY, TREES, SOD OR
REGRASSING THAT MAY BE REQUIRED DUE TO TRENCH EXCAVATION OR BACKFILL.
4. AUTOMATIC SPRINKLERS ARE NOT INCLUDED IN THIS PROPOSAL FOR ANY PROCESSING
EQUIPMENT, SUCH AS OVENS, DRYERS, COATERS, ETC.
5. AUTOMATIC SPRINKLERS ARE NOT INCLUDED UNDER ANY HVAC DUCTS.
6. AUTOMATIC SPRINKLERS ARE NOT INCLUDED IN THIS PROPOSAL FOR ANY TYPE OF
STORAGE RACKS OR RACK MEZZANINES.
7. FOX & BRINDLE CONSTRUCTION CO., INC. WILL NOT BE RESPONSIBLE FOR THE
INADEQUACY OF THE WATER SUPPLY.
