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EXHIBIT 10.15.2
State of Georgia
County of Xxxxxxxx
This lease made as of the 6th day of March, 2001, between THE
DEVELOPMENT AUTHORITY OF XXXXXXXX COUNTY, hereinafter sometimes referred to as
"Authority" or "Lessor" and FULL LINE DISTRIBUTORS, INC., F/K/A L. A. T.
SPORTSWEAR, INC., hereinafter sometimes called "Lessee."
REPRESENTATIONS
The Authority is a public body corporate and politic created pursuant
to the laws of the State of Georgia. The Authority has been duly activated as
required by law and its directors have been duly appointed and are currently
acting in that capacity. The Authority has been created to promote the public
good and general welfare, trade, commerce and industry and employment
opportunities of Xxxxxxxx County, Georgia.
Anything herein to the contrary notwithstanding any obligation the
Authority may herein incur for the payment of money will not be a general debt
on its part but shall be payable solely from proceeds derived from this lease
and any other revenues derived in connection with the ownership of the leased
property.
DESCRIPTION OF PROPERTY
Lessor leases to Lessee the following property together with all
improvements thereon:
ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN THE CITY OF XXXXXXX,
XXXXXXXX COUNTY, GEORGIA, AND IN LAND XXX 00 XX XXX XXXXXX XXXX XXXXXXXX XX XXXX
XXXXX AND COUNTY, AND MORE PARTICULARLY DESCRIBED BY A SURVEY BY X. X. XXXXXXX,
XXXXXXXX COUNTY SURVEYOR, DATED MAY 30, 1978, AND ENTITLED "A SURVEY FOR
XXXXXXXX COUNTY BOARD OF COMMISSIONERS" AS FOLLOWS:
BEGIN AT A POINT MARKED BY AN IRON PIN LOCATED AT THE INTERSECTION OF THE
SOUTHERLY RIGHT OF WAY LINE OF U. S. HIGHWAY 80 AND THE EASTERLY RIGHT OF WAY
LINE OF INDUSTRIAL PARK ROAD AND FROM THIS INTERSECTION PROCEED SOUTH
83(DEGREE)12' EAST A DISTANCE OF 529.0 FEET ALONG THE SOUTHERLY RIGHT OF WAY
LINE OF U. S. HIGHWAY 80 TO A POINT MARKED BY AN IRON POST; THENCE PROCEED SOUTH
1(DEGREE)15' WEST A DISTANCE OF 411.57 FEET TO A POINT MARKED BY AN IRON POST;
THENCE PROCEED NORTH 83(DEGREE)26' WEST A DISTANCE OF 526.2 FEET TO A POINT
MARKED BY AN IRON PIN WHICH IS LOCATED ON THE EASTERLY RIGHT OF WAY LINE OF SAID
INDUSTRIAL PARK ROAD; THENCE PROCEED NORTH 00(DEGREE)53' EAST ALONG THE EASTERLY
RIGHT OF WAY LINE OF SAID INDUSTRIAL PARK ROAD A DISTANCE OF 414.07 FEET TO THE
PLACE OR POINT OF BEGINNING.
LOCATED ON THIS PROPERTY IS A COMMERCIAL OR INDUSTRIAL BUILDING.
PLAT OF PROPERTY IS RECORDED IN PLAT BOOK 5, PAGE 70, CLERK"S OFFICE, XXXXXXXX
SUPERIOR COURT. REFERENCE IS HEREBY MADE TO THIS PLAT FOR A MORE COMPLETE
DESCRIPTION OF THIS TRACT CONTAINING 5 ACRES ACCORDING TO SAID PLAT.
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THE BUILDING ON THIS PROPERTY SHALL BE EXPANDED TO 29,000 SQUARE FEET BY AUGUST
1, 2001, IN ACCORDANCE WITH THE JULY 17, 2000, LETTER BID REFERRED TO BELOW IN
THE RENT TOPIC SECTION OF THIS AGREEMENT.
TERM
The term of this lease will be for eighty-four (84) months commencing
May 1, 2001, and terminating on April 30, 2008, at 12:00 Noon unless sooner
terminated under the provisions of the lease.
RENT
The rent for this lease shall be $1,200.00 per month payable in advance
on the first day of each month beginning May 1, 2001, and continuing on the
first day of each month thereafter for the entire lease term.
Lessee shall pay a late charge of 5% of the monthly payment for any
monthly payment received by Lessor more than ten (10) days after the due date.
Lessee shall pay these monthly rental payments by paying the
Development Authority of Xxxxxxxx County, X.X. Xxx 000, Xxxxxxx, Xxxxxxx, 00000.
As an essential part of the bargain Lessor and Lessee agree that
Lessee's obligation to pay lease payments and perform its covenants under this
agreement are made conditioned upon the Lessor providing the improvements and
additions to the premises as contemplated by letter bid from ATC International,
Inc., dated July 17, 2000, and signed by Xxxxx X. Xxxxx as General Manager which
document is attached to this contract as Exhibit A. The Lessor further agrees
that Lessor shall provide at Lessor's expense the $3,000.00 back-flow preventer
to inside of building and the $9,000.00 back-flow preventer to outside of
building. This $12,000.00 expense is in addition to the $372,201.00 base bid per
said bid letter. This work shall be completed by May 1, 2001.
The parties further agree that the parties' present lease agreement
dated February 1, 1998, shall be cancelled as of May 1, 2001. This lease is
recorded in Deed Book 108, page 632, Clerk's Office, Xxxxxxxx Superior
Court. Until that date Lessee shall continue to pay all lease payments and
perform all its covenants under said lease.
The Lessee further agrees that Lessee shall not exercise the option to
purchase provisions of the February 1, 1998, lease pending construction of the
improvements on this property.
In the event the additions and improvements to the leasehold property
are not substantially complete by August 1, 2001, then Lessor shall pay to
Lessee a $2,000.00 late penalty for August, 2001, to be followed by a late
penalty of $5,000.00 for September, 2001, to be followed by a $10,000.00 per
month late penalty thereafter until additions and improvements are substantially
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complete.
Both Lessor and Lessee agree that either party's obligation to perform
under this agreement is made conditioned upon receipt of a $250,000.00 grant
from Georgia Department of Community Affairs by Xxxxxxxx County.
CONDITIONS OF PREMISES
The Lessee has examined and knows the conditions of the demised
premises and receives the premises in the present condition.
REPAIRS
Lessee shall keep the premises in good condition and repair all damages
to the premises. Lessors may enter the premises at any and all reasonable hours
to inspect the premises to insure that all necessary repairs and maintenance
functions are being performed or to make repairs.
ALTERATIONS AND MODIFICATIONS
Lessee is hereby authorized to make alterations and modifications not
amounting to structural changes in the premises but shall obtain the written
approval of Lessor prior to making any alterations or modifications to the
premises which require structural changes. All alterations or modifications
shall become part of the premises and title thereto shall vest in the Lessor.
All alterations and modifications undertaken by Lessee shall be performed and
completed in a good and workmanlike manner.
RESTRICTIONS ON USE
Lessee shall not use the demised premises for any unlawful or immoral
purpose nor shall Lessee conduct any activity on the premises that will increase
the danger from fire or the rate of insurance thereon. Lessee shall use premises
for textile manufacturing, sales, shipping, and related uses. Lessor covenants
and agrees that there are no restrictions upon the demised premises which would
prohibit such uses.
ASSIGNMENT AND SUBLEASE
Lessee shall not have the right to assign its rights and duties under
this lease or sublease the premises or any part thereof without the prior
written consent of Lessor.
NOTICES
Any notices required or convenient to the carrying out of this
agreement will be sent by First Class Mail to the following addresses:
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Xxx Xxxxxx
Development Authority of Xxxxxxxx County
X.X. Xxx 000
Xxxxxxx, XX 00000
Xx. Xxxxxx Xxxxxxx
Full Line Distributors, Inc., f/k/a L. A. T. Sportswear, Inc.
X.X. Xxx 000
Xxxxxx, XX 00000.
UTILITIES
Lessee shall arrange for and bear the cost of all utility services
furnished to the premises during the lease term.
TAXES
Any taxes due on the leasehold estate or personalty located on the
premises shall be the sole responsibility of the Lessee who shall pay any such
taxes on time and in accordance with applicable law.
DEFAULT
1. Events of Default:
Lessee covenants and agrees with Lessor that any one or more of the
following events shall be considered events of default:
1) Lessee shall fail to make any monthly payment for rent when it
becomes due under the terms of the lease, and such failure to
pay shall continue for a period of ten (10) days after due
date.
2) Lessee shall default in any of the other covenants and
agreements herein contained and such default shall continue
for 30 days after notice thereof in writing has been received
by Lessee. Provided, however, that Lessee shall be given a
reasonable time within which to perform any such other
covenant or agreement herein contained, if after diligent
effort by Lessee, the same cannot be performed within said
30-day period.
2. Effect of the Default:
Upon the occurrence of any Event of Default, Lessor may pursue any of
the following remedies:
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1) Lessor may declare the term of the Lease ended and may
re-enter the premises. Re-entry shall not be deemed to work a
forfeiture of any rights which Lessor has under this Lease
Agreement. The Lessor may require the Lessee to remove all
personal property from the premises.
Upon termination of the lease for default, the entire balance
of rent payments due under this lease with all accrued
charges, shall, at the option of the lessor and its assignees,
and without notice to the undersigned, become immediately due
and payable and may be collected (together with reasonable
attorney"s fees) forthwith, time being the essence of this
contract.
2) The Lessor may, with or without terminating this lease and
without notice to tenant, enter upon the premises or any part
there, take exclusive possession of same and re-let the
premises, without advertisement, by private negotiations, and
for any term and rent rate which Lessor in it sole discretion
determines. Lessee shall be liable to Lessor for the
deficiency, if any, between all rent and other amounts due
hereunder for the entire term hereof and the rental paid by
any new tenants applicable to the remaining term hereof (or
any part thereof) and for all Lessor's costs and expenses,
including reasonable attorney's fees, in connection with the
re-letting. Upon each such re-letting, all rent received by
Lessor from such re-letting shall be applied or attributed
first to the payment of any indebtedness other than rent due
hereunder from Lessee to Lessor; secondly to the payment of
any costs and expenses of such re-letting, including
reasonable attorney's fees; and thirdly, to the payment of
rent due and unpaid hereunder; and the residue, if any, shall
be paid to Lessee. If, during any year hereunder, the net
amount of re-letting rent received and attributable to rent
due from Lessee hereunder shall be less than the total amount
of the rent required to be paid by Lessee during that year,
then Lessee shall pay any such deficiency to Lessor, such
deficiency to be calculated and paid annually. No such
re-entry or taking of possession of said premises by Lessor
shall be construed as an election on its part to terminate
this Lease unless a written notice expressing such intention
is given to Lessee; or unless the termination thereof is
decreed by a court of competent jurisdiction.
SURRENDER AND HOLDING OVER
Lessee shall surrender the premises to Lessor on expiration of this
lease or termination of the lease as provided for herein. At the time of
surrender, the premises shall be in the same condition as when received, normal
wear and tear excepted. Lessee shall not make any claim in the demised premises
against the interest of Lessor, and if Lessee holds the premises after
termination of the lease, a tenancy from month to month shall be created thereby
at a rental of $2,400.00 per month after the initial lease term and $3,600.00
per month after the renewal term, and the acceptance of the rental by Lessor
will not extend the term of this lease in any manner.
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RENEWAL OPTION
The Lessee shall have the exclusive option to renew this lease for one
consecutive 36 month term at $2,400.00 per month and for a second consecutive 36
month term at $3,600.00 per month.
In order to exercise these renewal options, Lessee must notify Lessor
in writing no later than 60 days prior to the end of the previous term.
DAMAGE OR DESTRUCTION OF PREMISES
A.1 The Lessee shall carry and maintain hazard insurance, with extended
coverage, at Lessee's expense, to cover loss by fire or other peril of
the leased premises at least in the amount of $350,000.00. Lessor shall
be the named insured of the leased premises to the extent of
$350,000.00 and Lessee shall be the named insured in any amount in
excess of $350,000.00. Lessee shall be under a continuing obligation to
furnish Lessor with a current copy of said policy. Should the building
which forms a part of the leased premises be damaged by fire or other
casualty, then the first $350,000.00 of insurance proceeds, or so much
thereof as may be necessary, shall be payable to Lessor. Such amount
shall thereafter be used by Lessor to restore and reconstruct the
building constituting a portion of the leased premises, and these
insurance proceeds shall belong to and be the property of the Lessor
Authority. Lessor shall not be obligated to repair or restore the
property to the extent that the repairs and restoration exceed the
insurance amount.
Lessor and Lessee acknowledge that United Bank has a first mortgage on
the subject property and Xxxxxxxx County has a second mortgage on the
subject property. The mortgage holders shall be a named insured to the
extent of their interest in the property.
A.2 In the event of damage or destruction Lessor shall have no obligation
to repair or restore any part of the premises or any improvements in
the premises except those which were in place and installed immediately
before the term of this lease commenced and those which were built or
installed thereafter at Lessor's expense and then only to the extent
there is insurance for that purpose. Lessee shall repair, restore or
replace all other parts of the premises and all other improvements to
the premises, including those originally installed by Lessee at
Lessee"s expense.
2. Paragraph A notwithstanding, either party may terminate this lease by
giving notice to the other party at any time within 30 days after the
occurrence of any damage or destruction to the premises, if damage or
destruction renders more than 50 percent of the premises untenantable
and if the damage or destruction cannot be repaired so that it is
tenantable within 120 days of the occurrence of the damage or
destruction.
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NON-LIABILITY OF LESSOR FOR DAMAGES
Lessors shall not be liable for liability or damage claims for injury
to persons or property from any cause relating to the occupancy of the premises
by Lessee, including those arising out of damages or injuries occurring on the
sidewalks and other areas adjacent to the leased premises during the term of
this lease or any extension thereof. Lessee shall indemnify Lessor from all
liability, loss, or other damage claims or obligations arising from or relating
to the occupancy of the premises by Lessee or his successors and assigns. Lessee
shall maintain a minimum of $350,000.00 liability insurance for the entire lease
term and shall show Authority as a named insured. Lessee shall be under a
continuing obligation to furnish Lessor with a current copy of liability policy.
ESSENTIAL TERMS REQUIRED OF THE PARTIES TO THIS LEASE
UNDER GEORGIA DEPARTMENT OF COMMUNITY
AFFAIRS CDBG PROGRAM
As used in this section of the lease DCA shall mean Georgia Department
of Community Affairs; Company shall mean Lessee, Full Line Distributors, Inc.,
f/k/a LAT Sportswear, Inc.; EIP shall refer to the Employment Incentive Program
administered by DCA; County shall refer to Xxxxxxxx County, Georgia, a political
subdivision of the State of Georgia; Authority shall refer to the Lessor,
Development Authority of Xxxxxxxx County, a body corporate and politic; and
Grant Award date refers to the date Xxxxxxxx County receives the $250,000.00
grant from DCA.
A. Job Creation and Documentation Requirements
1. Company will ensure the creation of 75 new permanent full-time
equivalent jobs of which 38 (51%) will be held by low- and
moderate-income persons, as defined by DCA. However, in no
event may the number of jobs actually created fall below 53
jobs, of which at least 27 (51%) must be documented to be held
by persons who are defined as low-and moderate-income prior to
their employment by the Company. The hiring must be fulfilled
within 24 months of the grant award date. The Company will
develop a methodology to ensure good faith efforts to make
opportunities available to low- and moderate-income persons.
2. The Company shall submit a summary of all jobs created,
including figures for low- and moderate-income persons hired,
every three months following the closing of the EIP loan to
Authority, County, and DCA.
3. Low- and moderate-income benefit documentation must be
maintained by the Company to document its compliance with this
covenant until such time as the EIP grant is formally closed
by DCA. Acceptable documentation includes any one (1) of the
following:
a) An individual "self-certification" completed by each
employee which documents that person's family's low-
and moderate-income status prior to
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employment (sample certification available upon
request); or
b) A certification from a local area Technical Institute
that a hired individual participated in an Institute
employment training program while a participant in
the New Connections To Work or the Georgia Workfirst
Program (individuals who are currently welfare
participants). Such an individual shall automatically
be qualified as meeting the EIP program's low- and
moderate-income hiring requirement; or
c) A certification from an authorized state or federal
agency that a hired individual is (or prior to
employment was): 1) a resident of public housing; 2)
a registered participant in a "non-core" Workforce
Investment Act (WIA) training service program; 3) a
JOBS (Job Opportunities for Basic Skills)
participant; 4) a TANF (Temporary Assistance to Needy
Families) (formerly AFDC) participant; 5) receiving
Supplemental Social Security; 6) receiving food
stamps; or 7) residing in a geographic area
designated as a federal Empowerment Zone or
Enterprise Community.
4. From the date of the grant award, the Company will have 24
months within which to create the new jobs.
B. Private Investment by the Company
The Company shall invest machinery and equipment valued at $193,650.00
for use in the expansion project.
C. Financial Reporting Requirements
The Authority and the Company shall provide the County's loan servicing
agent and DCA with annual financial statements (balance sheet, income statement,
and cash flows), if requested by DCA.
D. Implementation Timeframe
From the date of the EIP grant award, the County and Company will have
three (3) months to commence project activities. From the date that EIP funds
are first drawn down, the Company will have an additional three (3) months to
draw all EIP proceeds. Any unused funds will be subject to deobligation and
recapture by DCA.
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In Witness Whereof, the parties have hereunto executed this lease the
day and year above written.
Development Authority of Xxxxxxxx County
Signed, sealed and delivered By: /s/ Xxxxxx Xxxxxxx
in the presence of: -------------------------------------
Chairman
/s/ Xxxxxx Xxxxx Attest: /s/ Xxxxx Xxxxxx
---------------------------- ---------------------------------
Unofficial Witness Secretary
/s/ Xxxxx Xxxxxx (SEAL)
----------------------------
Notary Public
Full Line Distributors, Inc.
f/k/a L. A. T. Sportswear, Inc.
Signed, sealed and delivered By: /s/ Xxxx Xxxxxx-XxXxxxx
-------------------------------------
in the presence of: Title: Exec. V.P. Operations
/s/ Xxxxx Xxxxxxxx Attest: /s/ Xxxxxx Xxxxxxxxx
---------------------------- ---------------------------------
Unofficial Witness Title: Controller
/s/ Xxxx Xxxxxx (SEAL)
----------------------------
Notary Public
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ATC INTERNATIONAL INC.
ENGINEERS AND CONSTRUCTORS
July 17, 0000
Xxx Xxxxxxxxxxx Xxxxxxxxx xx Xxxxxxxx Xxxxxx
XXX XXXXXX
0000 XX Xxxxxxx 000, Xxxxx
Post Office Box 700
Roberta, Georgia 31078
RE: ATCI Project Number C00012 - LAT Sportswear - Roberta, Georgia
Dear Meg,
ATC International, Inc., will provide all labor , equipment , and materials to
perform the following Scope of Work for the LUMP SUM PRICE OF $372,201.00.
(THREE HUNDRED SEVENTY TWO THOUSAND, TWO HUNDRED AND ONE DOLLARS).
SCOPE OF WORK
PEMB (PRE-ENGINEERED METAL BUILDING) FURNISH AND ERECT
The building will be 100' X 90' X 12'. The building will have three (3) 30' bays
and will have one expandable end wall for future expansion. The roof will have a
1" in 12" roof pitch and will be 26 gauge galvalume panels. The wall panels will
be 26 gauge painted Centennial sand gold panels. One wall will be open 90' to
connect to the existing building. 3" reinforced insulation will be installed in
both the roof and walls. The building will have one (1) personnel door, one (1)
10' X 10' manually operated roll up door and a loading dock located at the south
wall.
CONCRETE
The slab will be 4" concrete with a 12" x 18" turn down at the perimeter with
two (2) #4 rebar continuous and footings sized for building reactions.
000 Xxxxx Xxxxxx -- Xxxxx, Xxxxxxx 00000 -- 000-000-0000 - FAX 000-000-0000
EXHIBIT A
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ATC International Inc.
ATCI Project No: C00012
Lat Sportswear - Roberta, GA
July 17, 2000
Page 2
NEW CONSTRUCTION
1) We will construct a new restroom approximately 10' X 20' with one door.
The restroom will be constructed with sheetrock and plywood with two
coats of semigloss paint. Insulation will also be installed. The
restroom will contain four (4) toilets and stalls, four (4) toilet
paper dispensers, four (4) sinks and one (1) large wall mirror. One
five gallon hot water heater will be provided. This restroom will be
ADA Compliant.
2) We will construct an office approximately 10' X 20' with one door and
two windows. The office will be constructed with sheetrock, plywood and
two coats of semigloss paint. Insulation will also be installed.
3) The sewer will extend 5' from the building, owner to connect to county
sewer.
RENOVATIONS TO EXISTING BUILDING
1) We will demolish the east and north walls of the existing breakroom and
extend the room Approximately 6'. We will install sheet rock, and
plywood. We will replace the existing floor tile. (approximately 1440
SQ. FT.)
2) We will remove and replace the floor tile in the existing restroom
(Approximately 420 SQ. FT.)
3) We will renovate the existing restrooms at front of existing building
as follows: We will paint the walls with two coats of semi-gloss paint,
replace toilets with new standard toilets, replace sinks with new
sinks, replace toilet paper dispensers and replace floor tile.
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ATC International Inc.
ATCI Project No: C00012
Lat Sportswear - Roberta, GA
July 17, 2000
Page 3
SPRINKLER SYSTEM
The sprinkler system will be installed to work as NFPA13. IT WILL NOT work as
NFPA 13 until the water pressure is increased from the now existing 25 lbs to
the needed 55 lbs. The system will then be at 900 GPM (Gallons Per Minute). The
present sprinkler system does not have a Back Flow Preventer and we recommend
one. If the present sprinkler system is used the water will flow back into the
water system.
NOTE: The Development Authority of Xxxxxxxx County (Xxxxxx Xxxxxxx) and
Xxxxxx Xxxxx met with BFP Services and were informed of the above
existing problem.
OPTIONS
ADD TO THE BASE BID:
1) $3,000.00 - Back Flow Preventer inside building.
2) $9,000.00 - Back Flow Preventer outside building.
ELECTRICAL
We will:
1) Provide and install new 1200A 480V service to building. (Service 5'
from bldg.)
2) Provide and install 1200A MDP panel.
3) Provide and install 125A 277V lighting panel and contactor.
4) Provide and re-feed existing panels from new MDP panel.
5) Provide and install transformer for 120/208V panel.
6) Provide and install 200A 120/208V panel.
7) Provide and install light fixtures in new building.
8) Provide and install 2 exit signs over door.
9) Provide and install 3 outside wall pack fixtures.
10) Provide and install 20 120V outlets at various locations.
11) Provide and install feed rail in new building for new sewing area.
12) Insure that all the wiring and plumbing will meet or exceed codes.
000 Xxxxx Xxxxxx -- Xxxxx, Xxxxxxx 00000 -- 000-000-0000 - FAX 000-000-0000
EXHIBIT A
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ATC International Inc.
ATCI Project No: C00012
Lat Sportswear - Roberta, GA
July 17, 2000
Page 3
HVAC
HVAC consists of three (3) 15 ton TRANE Heat Pumps and six (6) 7 1/2 ton TRANE
Air Handlers. This price includes piping for units and all low voltage controls
and duct for the office space and bathrooms. Exhaust fan for the bathroom is
included. This System is to be free blowing and does not include any duct except
in the office space and bathrooms.
AIR PIPING
We will install:
1) A new 1" main header from oil filter area to the new building.
2) 3/4" Trunk line 7 aisles for sewing area.
3) 1/2" drops with plug at 6" intervals in each line.
ATC International Inc., is looking forward to working with you on this project.
If you have any questions or comments, please call Xxxx Xxxxxx or Xxxxx Xxxxx at
750-1999/
Sincerely,
ATC International Inc.
/s/ Xxxxx X. Xxxxx
------------------------------------
Xxxxx X. Xxxxx
General Manager
000 Xxxxx Xxxxxx -- Xxxxx, Xxxxxxx 00000 -- 000-000-0000 - FAX 000-000-0000
EXHIBIT A