EXHIBIT 10.73
LEASE AGREEMENT
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THIS LEASE, made this 11th day of February, 1997, by and between Stone Mountain
Industrial Park, Inc., a Georgia Corporation, hereinafter referred to as
"Lessor"; and Custom Chrome, Inc., a Delaware Corporation, hereinafter referred
to as "Lessee";
W I T N E S S E T H
1. Premises. The Lessor, for and in consideration of the rents, covenants,
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agreements, and stipulations hereinafter mentioned, reserved, and
contained, to be paid, kept and performed by the Lessee, has leased and
rented, hereby does lease and rent, to the Lessee, and said Lessee hereby
agrees to lease and take upon the terms and conditions which hereinafter
appear, the following described property (hereinafter called "Premises"):
A 60,600 square foot portion of Building No. 5 (a 150,233 square foot
building) known as 7780 Unit 2 Westside Industrial Drive, Westside
Industrial Park, Jacksonville, Florida, said building being a part of
Section 35, Township 1 South, Range 25 East, Duval County, Florida, being a
portion of Unit 1, Westside Industrial Park Subdivision as recorded in Plat
Book 46, page 84A-E of the Public Records of Duval County, Florida, and
being more particularly described on Exhibit "A" Legal Description attached
hereto by this reference and incorporated herein.
This Lease is subject to all encumbrances, easements, covenants and
restrictions of record and to the Declaration of Covenants, Restrictions,
and Easements for Westside Industrial Park. See Addendum Paragraph 46.
2. Term. To have and to hold for a term of five (5) years, said term to begin
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on the 1st day of May, 1997, and to end at midnight on the 30th day of
April, 2002.
3. Rental. Lessee shall pay to Lessor monthly "Base Rent" of $____________
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(See Addendum Paragraph 34 "Schedule of Rents") due on the first day of
each month, in advance, without offset or demand, commencing on May 1,
1997, subject to the terms of Paragraph 34 hereof. Upon execution of this
Lease, Lessee has paid to Lessor $19,695.00, representing the first month's
rent due hereunder. In the event Lessee fails to pay the rent or any other
payment called for under this Lease within ten (10) days of the time period
specified, Lessee shall pay a late charge equal to five percent (5%) of the
unpaid amount, which late charge shall be paid with the required payment.
Upon execution of this Lease, Lessee has deposited $19,695.00
("Security Deposit") with Lessor to secure Lessee's performance of its
obligations hereunder. If Lessee defaults hereunder, then Lessor may,
after the appropriate notices have been given as provided herein,
without prejudice to Lessor's other remedies, apply part or all of the
Security Deposit to cure Lessee's default. If Lessor so uses part or all of
the Security Deposit, Lessee shall, within ten (10) days after written
demand, pay Lessor the amount necessary to restore the Security Deposit to
its original amount. Lessor shall not be required to pay any interest on
said Security Deposit. If Lessor sells the Premises, the Security Deposit
shall be transferred to the purchaser and Lessor shall be relieved of any
further liability in relation to the Security Deposit. At the termination
of this Lease and after Lessee has vacated the Premises, Lessor may use
said Security Deposit to cure any defaults of Lessee or to apply to
expenses of repairing or cleaning the Premises, if necessary. In the event
all or any portion of the Security Deposit remains after paying for such
items, said amount shall be paid to Lessee within ten (10) days of said
termination and vacating of the Premises.
4. Utility Bills. See Also Paragraph 33
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5. Mortgagee's Rights. Lessee's rights shall be subject to any bona fide
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mortgage or deed to secure debt which is now, or may hereafter be, placed
upon the Premises by Lessor, and Lessee agrees to execute and deliver such
documentation as may be required by any such mortgagee to effect any
subordination within ten (10) days of receipt of a request for such
execution. See Addendum Paragraph 38.
6. Maintenance and Repairs by Lessee. Lessee shall not allow the Premises to
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fall out of repair or deteriorate, and, at Lessee's own expense, Lessee
shall keep and maintain said Premises in good order and repair, except
portions of the Premises to be repaired by Lessor under terms of Paragraph
7 below. Lessee also agrees to keep all systems pertaining to water, fire
protection, drainage, sewer, electrical, heating, ventilation, air
conditioning and lighting in good order and repair, and agrees to return
same to Lessor at the expiration of this Lease or renewal hereof in the
same condition in which they were received as of the commencement date,
reasonable wear and tear and damage due to casualty or acts of Lessor or
Lessor's agents, employees or contractors excepted. Lessee shall maintain
at all times a maintenance contract for the heating, ventilation and air
conditioning ("HVAC") equipment with a licensed HVAC contractor. Said
maintenance contract shall provide for regular inspection and filter
changes not less than every 60 days. The Lessee covenants and agrees that
during the term of this Lease and for such further time as Lessee, or any
person claiming under it, shall hold the Premises or any part thereof, it
shall not cause the estate of the Lessor in said Premises to become subject
to any lien, charge or encumbrance whatsoever, it being agreed that the
Lessee shall have no authority, express or implied, to create any lien,
charge or encumbrance upon the estate of the Lessor in the Premises.
7. Repairs by Lessor. Lessor gives to Lessee exclusive control of Premises
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and shall be under no obligation to inspect said Premises. Lessee shall
promptly notify Lessor of any damage covered under this paragraph, and
Lessor shall be under no duty to repair unless it receives notice of such
damage. See Addendum Paragraph 39.
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8. Modifications and Alterations to the Premises. No modification or
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alterations to the building on the Premises or openings cut through the
roof are allowed without prior written consent of Lessor. In the event any
such modifications or alterations are performed, same shall be completed in
accordance with all applicable codes and regulations.
9. Return of Premises. Lessee agrees to return the Premises to Lessor, at the
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expiration or prior termination of this Lease, broom clean and in as good
condition and repair as when first received, natural wear and tear, damage
by storm, fire, lightening, earthquake or other casualty or damage caused
by Lessor or Lessor's agents, employees or contractors alone excepted.
Lessee agrees to remove in personal property from the Premises at the
expiration or prior termination of this Lease.
10. Destruction of or Damage to Premises. If Premises are totally destroyed by
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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 Lessor and Lessee as of that date. If Premises are damaged,
but not wholly destroyed by any of such casualties, rental shall abate in
such proportion as use of Premises has been destroyed, and Lessor shall
restore Premises to substantially the same conditions as before damage as
speedily as practicable, whereupon full rental shall recommence; provided
further, however, that if the damage shall be so extensive that the same
cannot be reasonably repaired and restored within six (6) months from date
of the casualty, then either Lessor or Lessee may cancel this Lease by
giving written notice to the other party within thirty (30) days from the
date of such casualty. In the event of such cancellation, rental shall be
apportioned and paid up to the date of such casualty.
11. Indemnity. Lessee agrees to indemnify and save harmless the Lessor against
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all claims for injuries to persons or damages to property by reason of the
use or occupancy of the Premises, the improvements on the Premises or the
failure or cessation of services to the Premises, and all expenses incurred
by Lessor because of such injuries or occupancy, including reasonable
attorneys' fees and court costs. Notwithstanding the foregoing, nothing
herein shall require Lessee to indemnify or save Lessor harmless from
claims arising from the negligence or willful misconduct of Lessor or
Lessor's agents, employees or contractors.
12. Governmental Orders. Lessee agrees, at its own expense, to promptly comply
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with all requirements of any legally constituted public authority made
necessary by reason of Lessee's use or occupancy of Premises or operation
of its business. Notwithstanding the foregoing, nothing herein shall
require Lessee to make any alterations or improvements of a structural or
capital nature in order for the Premises to comply with applicable laws
unless such alterations or improvements are required due to Lessee's
particular use of the Premises (as opposed to office and warehouse uses
generally) or Lessee's voluntary making of alterations to the Premises.
Lessor agrees to promptly comply with any such requirements if not made
necessary by reason of Lessee's occupancy or operation of the Premises.
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13. Condemnation. If the whole of the Premises, or such portion thereof as
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will make Premises unusable for the purpose herein leased, shall be
condemned by any legally constituted authority for any public use or
purpose, or sold under threat of condemnation, then, in any of said events
the term hereby granted shall cease from the time when possession or
ownership thereof is taken by public authorities and rental shall be
accounted for as between Lessor and Lessee as of that date. Such
termination, however, shall be without prejudice to the rights of either
Lessor or Lessee to recover compensation and damage caused by condemnation
from the condemnor. It is further understood and agreed that neither the
Lessee, nor Lessor, shall have any rights in any award made to the other by
any condemnation.
14. Assignment. Lessee may not assign this Lease, or any interest thereunder,
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or sublet the Premises in whole or in part without the prior express
written consent of Lessor, which consent shall not be unreasonably withheld
or delayed and without giving prior written notice to Lessor of intent to
assign or sublease. Subtenants or assignees shall become liable directly
to Lessor for all obligations of Lessee hereunder, without relieving
Lessee's liability. Lessee agrees not to assign or sublease Premises to
any one who will create a nuisance or trespass, nor use the Premises for
any illegal purpose; nor in violation of any valid regulations of any
governmental body; nor in any manner to vitiate the insurance. upon any
such sublease or assignment, Lessee shall provide Lessor with copies of any
and all documents pertaining to such sublease or assignment. See Addendum
Paragraph 40.
15. Hazardous Substances. Lessee will not use or suffer the use (by Lessee or
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Lessee's agents, employees or invitees), of the premises as a landfill or
as a dump for garbage or refuse, or as a site for storage, treatment, or
disposal of hazardous wastes, hazardous substances, or toxic substances
(defined as "hazardous waste" or hazardous substance under Section 1004 of
the Federal Conservation and Recovery Act, 42 U.S.C. (S) 6801 et seq., or
Section 101 of the Comprehensive Environmental Responses, Compensation, and
Liability Act, 42 U.S.C. (S) 9601 et seq. or under any other applicable
laws); Lessee shall not cause hazardous or toxic waste, contaminants,
asbestos, oil, radioactive or other material, the removal of which is
required or the maintenance or storage of which is prohibited, regulated,
or penalized by any local, state, or federal agency, authority, or
governmental unit, to be brought onto the Premises or if so brought or
found located thereon, shall cause the same to be immediately removed,
unless same complies with all applicable laws, and Lessee's obligation to
so remove shall survive the termination of this Lease; Lessee will not use
or suffer the use of the Premises in any manner other than in full
compliance with all applicable federal, state and local environmental laws
and regulations; Lessor warrants and represents that it has not received
any notice from a governmental agency for violation of any environmental
laws and regulations and, if such notice is received, it immediately shall
notify Lessee orally and in writing; Lessee shall indemnify, defend, and
hold Lessor harmless from and against any and all costs, damages, and
expenses (including, without limitation, environmental compliance or
response costs, costs for all remedial action and/or damage to third
parties, reasonable attorneys' fees and court costs at both trial and
appellate levels, and damages for business interruption and any lost
profits) resulting, directly or indirectly, from any environmental
contamination of the Premises caused by Lessee, its agents, employees or
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invitees or any misstatement or misrepresentation of facts concerning the
matters recited in this paragraph. See Addendum Paragraph 41.
16. Removal of Fixtures. Lessee may (if not in default hereunder) prior to the
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expiration of this Lease, or any extension hereof, remove all fixtures and
equipment which Lessee has placed in Premises, provided Lessee repairs all
damages to Premises caused by such removal. Provided, however, Lessee shall
not remove, under any circumstances, the following: heating, ventilating,
air conditioning, plumbing, electrical and lighting systems and fixtures or
dock levelers. In the event this Lease is terminated for any reason, any
property remaining in or upon the Premises may be deemed to become property
of the Lessor and Lessor may dispose of same as it deems proper with no
liability to Lessor and no obligation to Lessee.
17. Default; Remedies. It is mutually agreed that in the event: (A) the rent
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herein reserved is not paid at the time and place when and where due and
lessee fails to pay said rent within ten (10) days after written demand
from Lessor; (B) the Premises shall be deserted or vacated for more than
thirty (30) consecutive days without Lessor's prior written consent; (C)
the Lessee shall fail to comply with any term, provision, condition, or
covenant of this Lease, other than the payment of rent, and shall not cure
such failure within twenty (20) days after notice to the Lessee of such
failure to comply, provided that Lessee shall not be deemed to be in
default under this Paragraph 17 if such default is incapable of cure within
said period and Lessee has commenced to complete the cure of such default
within said twenty (20) day peirod and is proceeding diligently; (D) Lessee
causes any lien to be placed against the Premises and does not cure same
within twenty (20) days after notice from Lessor to Lessee demanding cure,
if any of such events, Lessor shall have the option at once, or during
continuance of such default or condition to do any of the following, in
addition to, and not in limitation of any other remedy permitted by law or
by this Lease:
(1) Terminate this Lease, in which event Lessee shall immediately
surrender the Premises to Lessor. Lessee agrees to indemnify Lessor for
all loss, damage and expense which Lessor may suffer by reason of such
termination, whether through inability to relet the Premises, through
decrease in rent, through incurring court costs, actual attorneys' fees or
other costs in enforcing this provision or otherwise;
(2) Lessor, as Lessee's agent, without terminating this Lease, may
terminate Lessee's right of possession, and, at Lessor's option, enter upon
and rent Premises at the best price obtainable by reasonable effort,
without advertisement and by private negotiations and for any term Lessor
deems proper. Lessee shall be liable to Lessor for the deficiency, if any,
between Lessee's rent hereunder and the price obtained by Lessor on
reletting and for any damage, actual attorneys' fees or expenses incurred
by Lessor in enforcing its rights under this provision.
(3) Lessor also retains the right to apply for and obtain a
dispossessory action against Lessee and to hold Lessee liable for all costs
incident to seeking such dispossessory action, including actual attorneys'
fees and court costs.
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Pursuit of any of the foregoing remedies shall not preclude pursuit of
any other remedies herein provided or any other remedies provided by law.
Lessor shall have the duty to mitigate any possible damages which may be
incurred pursuant to any such default by Lessee except in the event Lessee
deserts or vacates the Premises beyond the time period described above
without prior notification to Lessor. Any notice in this provision may be
given by Lessor or its attorney.
18. Entry for Carding, Etc. Lessor may card Premises "For Lease" or "For Sale"
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ninety (90) days before the termination of this Lease. Lessor may enter
the Premises at reasonable hours during the term of this Lease to exhibit
same to prospective purchasers or tenants and to make repairs required of
Lessor under the terms hereof, or to make repairs to Lessor's adjoining
property, if any.
19. Effects of Termination of Lease. No termination of this Lease prior to the
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normal ending thereof, by lapse of time or otherwise, shall affect Lessor's
right to collect rent for the period prior to termination thereof.
20. No Estate in Land. This contract shall create the relationship of landlord
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and tenant between Lessor and Lessee; no estate shall pass out of Lessor;
Lessee has only a possessory interest, not subject to levy and sale, and
not assignable by Lessee except as provided in Paragraph 14 above.
21. Holding Over. If Lessee remains in possession of Premises after expiration
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of the term hereof, with Lessor's acquiescence and without any express
agreement of parties, Lessee shall be a month-to-month tenant upon all the
same terms and conditions as contained in this Lease, except that the
rental rate shall become one and one-half times the amount in effect at the
end of said term of this Lease; and there shall be no renewal of this Lease
by operation of law. Such month-to-month tenancy shall only require thirty
(30) days notice by either party to the other to terminate such tenancy and
Lessee's right of possession.
22. Rights Cumulative. All rights, powers and privileges conferred hereunder
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upon parties hereto shall be cumulative but not restrictive to those given
by law.
23. Notices. Any notice given pursuant to this Lease shall be in writing and
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sent by certified mail, return receipt requested, or by reputable overnight
courier to:
(a) Lessor in care of Stone Mountain Industrial Park, Inc., 5830 E.
Ponce DeLeon Avenue, Stone Mountain, Georgia 30083, or such other address
as Lessor may hereafter designate in writing to Lessee.
(b) Lessee in care of Custom Chrome, Inc., Attention: R. Steven
Fisk, 16100 Jacqueline Court, Morgan Hill, CA 95037, or such other address
as Lessee may hereafter designate in writing to Lessor.
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Any notice sent in the manner set forth above shall be deemed
sufficiently given for all purposes hereunder on the day said notice is
deposited in the mail or with the courier.
24. Waiver of Rights. No failure of Lessor to exercise any power given Lessor
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hereunder, or to insist upon strict compliance by Lessee with its
obligations hereunder, and no custom or practice of the parties at variance
with the terms hereof shall constitute a waiver of Lessor's right to demand
exact compliance with the terms hereof.
25. Time of Essence. Time is of the essence in this Lease.
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26. Definitions. "Lessor" as used in this Lease shall include Lessor, its
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heirs, representatives, assigns, and successors in title to the Premises.
"Lessee" shall include Lessee, its heirs and representatives, successors,
and if this Lease shall be validly assigned or sublet, shall include also
Lessee's assignees or sub-lessees, as to Premises covered by such
assignment or sublease. "Lessor" and "Lessee" include male and female,
singular and plural, corporation, partnership or individual, as may fit the
particular parties.
27. Exterior Signs. Lessee is given permission to erect its customary sign
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used to identify itself on the front entrance glass of the Premises
provided any such sign by Lessee shall be subject to and in conformity with
all applicable laws, zoning ordinances and building restrictions or
covenants of record and must be approved by Lessor, based on the scaled
drawing provided by Lessee, before installation. In the event a sign is
erected by Lessee without Lessor's consent, Lessor shall have the right to
remove said sign and charge the cost of such removal to Lessee as
additional rent hereunder. Except upon prior written consent from Lessor,
in no event shall Lessee utilize any portable of vehicular signs at the
Premises. On or before termination of this Lease, Lessee shall remove any
sign thus erected, and shall repair any damage or disfigurement, and close
any holes, caused by such removal.
28. Ad Valorem Taxes. Lessee herein is leasing 60,600 square feet of a 150,233
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square foot building. Lessor will pay all ad valorem taxes levied against
the full 150,233 square foot building each year of the Lease term or any
renewal hereof and Lessee will be responsible for reimbursement of certain
taxes paid in the following manner. Commencing in the year 1998 and during
each remaining year of the Lease term herein granted, or any renewal
hereof, Lessee, as additional rent, shall reimburse Lessor for all sums
paid by Lessor for the above ad valorem taxes, pro rata, based on the
square footage occupied by the Lessee, in the 150,233 square foot building
in excess of the total amount of ad valorem taxes payable for the year
1997. Upon being notified by Lessor of said pro rata amount of ad valorem
taxes, Lessee will remit same to Lessor within thirty (30) days in the same
manner as rent. A per diem apportionment shall apply for any year within
the term of this Lease which is less than twelve (12) full months. See
Addendum Paragraph 42.
29. Use of Premises and Insurance. (A) Premises shall be used for storage and
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distribution and related office purposes. Premises shall not be used for
any illegal purposes, nor in any
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manner to create any nuisance or trespass, nor in any manner to vitiate the
insurance, based on the above purposes for which the Premises are leased.
(B) Lessee herein is leasing 60,600 square feet of a 150,233 square
foot building. Lessor will carry, at Lessor's expense, "All Risk" Insurance
Coverage on the full 150,233 square foot building in an amount not less
than $3,390,000 or the full insurable value, if greater. The term "full
insurable value" shall mean the actual replacement cost, excluding
foundation and excavation costs, as determined by Lessor. Commencing in
the year 1998 and during each remaining year of the Lease term herein
granted, or any renewal hereof, Lessee, as additional rent, shall reimburse
Lessor for all sums paid by Lessor for the above coverage, pro rata, based
on the square footage occupied by the Lessee in the 150,233 square foot
building in excess of the annual premium for said coverage for the year
1997, (provided, however, that Lessee's cost for said insurance shall not
increase more than 3% per annum) unless such increases shall result of the
occupancy or use by any other tenant in the building, in which case Lessee
shall have no obligation to pay any portion of such increase. However, if
such increases are the result of the occupancy or use of Lessee or of the
occupancy or use by any sub-tenant or assignee of Lessee, Lessee shall be
responsible for the increase on the entire building. Upon being notified
by Lessor of said increased sums, Lessee will remit to Lessor said amount
within thirty (30) days. A per diem apportionment shall apply for any year
within the term of this Lease which is less than twelve (12) full months.
(C) Lessee will carry, at Lessee's own expense, insurance coverage on
all equipment, inventory, fixtures, furniture, appliances and other
personal property on the Premises.
(D) Lessee shall procure, maintain and keep in full force and effect
at all times during the term of this Lease and any renewal hereof,
comprehensive public liability insurance protecting Lessor and Lessee
against all claims and demands for injury to, or death of, persons, or
damage to property which may be claimed to have occurred upon the Premises
in an amount not less than $2,000,000.00, per occurrence of coverage for
injury (including death) to one or more persons attributable to a single
occurrence and for property damage.
To the fullest extent permitted by law, Lessor and Lessee each waives
all right of recovery against the other for, and agrees to release the
other from liability for, loss or damage to the extent such loss or damage
is covered by valid and collectible insurance in effect at the time of such
loss or damage. This provision is intended to waive fully, and for the
benefit of each party, any rights and/or claims which might give rise to a
right of subrogation in favor of any insurance carrier. The insurance
coverage obtained by each party pursuant to this Lease shall include,
without limitation, a waiver or subrogation by the carrier which conforms
to the provisions of this paragraph.
All insurance provided for in this Lease shall be effected under
enforceable policies issued by insurers of recognized responsibility
licensed to do business in the state where the Premises are located. At
least 15 days prior to the expiration date of any policy procured by
Lessee, a certificate of the original renewal policy for such insurance
shall be delivered by the
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Lessee to the Lessor. Within 15 days after the premium on any such policy
shall become due and payable, the Lessor shall be furnished with
satisfactory evidence of its payment. The original policy or policies shall
be delivered to Lessor at the commencement of this Lease.
If the Lessee provides any insurance required by this Lease in the
form of a blanket policy, the Lessee shall furnish satisfactory proof that
such blanket policy complies in all respects with the provisions of this
Lease, and that the coverage thereunder is at least equal to the coverage
which would be provided under a separate policy covering only the Premises.
If the Lessor so requires, the policies of insurance provided for
shall be payable to the holder of any mortgage, as the interest of such
holder may appear, pursuant to a standard mortgage clause. All such
policies shall, to the extent obtainable provide that any loss shall be
payable to the Lessor or to the holder of any mortgage notwithstanding any
act or negligence of the lessee which might otherwise result in forfeiture
of such insurance. All such policies shall, to the extent obtainable,
contain an agreement by the insurers that such policies shall not be
canceled without at least thirty days prior written notice to the Lessor
and to the holder of any mortgage to whom loss hereunder may be payable.
30. Additional Charges. In addition to rent, Lessee shall pay monthly in
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advance concurrent with rental payments, all applicable State and Local
Sales Tax on all sums due under this Lease.
31. Radon Gas. Radon is a naturally occurring radioactive gas that, when it
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has accumulated in a building in sufficient quantities, may present health
risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit.
32. Grounds and Common Area Maintenance. Notwithstanding the provisions of
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Paragraph 6 herein above, Lessor shall provide all material, equipment and
labor for exterior landscape and grounds maintenance for the Premises
including mowing, mulching, weeding, fertilizing, insecticiding, pruning,
routine replacement of trees and shrubbery, and other landscaping,
drainage, and irrigation system maintenance. Lessor will also provide
landscaping and maintenance for right-of-way areas, and the common
irrigation and storm water management systems which serve the Premises and
Westside Industrial park ("common area maintenance").
33. Water and Sewer Bills. The building of which the Premises are a part is
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served by one main water service and meter. Lessor will promptly pay all
bills for water and sewer service to the building, including charges for
monitoring, maintenance, and repair of water pumps, backflow devices, etc.
serving the building. Lessor shall invoice Lessee monthly for Lessee's
share of such water and sewer charges based on Lessee's portion of the
leased space in building, and Lessee shall promptly pay said invoices. If
Lessee's consumption of water is increased by "non-domestic" manufacturing,
processing, or other uses, exclusive of "domestic" uses such as office,
restroom, drinking fountain, or is increased by "domestic"
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uses arising form occupancy by more than on person per 2,000 sq. ft. of
leased floor area, Lessee's share of water billed shall take such extra
uses into account. Conversely, if water use by any other occupant of the
building is increased by such "non-domestic" use or "domestic" uses arising
from occupancy exceeding on person per 2,000 sq. ft. of leased floor area,
such other occupant's billing shall take such extra use into account.
Attached hereto and incorporated herein by reference are the following:
Addendum to Lease
Exhibit "A" - Legal Description
Exhibit "B" - Floor Plan
Exhibit "C" - Building Specifications
Exhibit "D" - Expansion Space
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.
If any term, covenant or condition of this Lease or the application
thereof to any person, entity or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application
of such term, covenant or condition to persons, entities or circumstances
other than those which or to which used may be held invalid or
unenforceable, shall not be affected thereby, and each term, covenant or
condition of this Lease shall be valid and enforceable to the fullest
extent permitted by law.
IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals, the day and year first above written.
Signed, sealed, and delivered Stone Mountain Industrial Park, Inc.
in the presence of: A Georgia Corporation
/s/ Linda G. Lawson By: /s/ Michael G. Kerman
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Witness Title: Vice President
LESSOR (Corp. Seal)
Signed, sealed and delivered Custom Chrome, Inc.
in the presence of: A Delaware Corporation
/s/ Ignatius J. Panzica By: /s/ R. Steven Fisk
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Witness Title: Senior Vice President
LESSEE (Corp. Seal)
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ADDENDUM TO
LEASE AGREEMENT
DATED February 11, 1997
BETWEEN STONE MOUNTAIN INDUSTRIAL PARK, INC. ("LESSOR")
AND
CUSTOM CHROME, INC. ("LESSEE")
This Addendum to Lease Agreement ("Addendum") is attached to, and modifies
and supplements, the Lease Agreement referenced above. Unless otherwise defined
herein, capitalized terms used in this Addendum have the meanings given them in
the Lease. Where the provisions of this Addendum conflict with the provisions
of the Lease, this Addendum shall control.
34. Schedule of Rents. Lessee shall pay to Lessor promptly on the first day of
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each month during the term of this Lease, in advance and without demand or
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offset:
(a) $19,965.00 per month from May 1, 1997 through October 31, 1998
(b) $20,269.00 per month from November 1, 1998 through April 30, 2002
Notwithstanding the foregoing rental schedule and the provisions of
Paragraph 3 of this Lease, in the event that Lessor's work described in
Paragraph 35 below shall not be substantially completed on May 1, 1997
(subject only to "punchlist" items which, by their nature, will not
interfere with the use and enjoyment of the Premises for Lessee's intended
purpose), then the rent set forth above and all other monetary charges
hereunder shall be abated until such work in the Premises shall have been
substantially completed.
35. Lessor's Work. Lessor at its expense shall complete the Premises pursuant
-------------
to the floor plan and specifications attached hereto.
36. Warranty of Construction. Lessor shall warrant all workmanship and
-------------------------
material for one (1) year from the commencement of the term of this Lease.
If and to the extent any manufacturer's or contractor's warranty for
building systems may be applicable beyond the period of Lessor's one-year
warranty, Lessor agrees to enforce such warranty against the issuer
thereof.
37. Access. Lessee shall be allowed access to the Premises fifteen (15) days
------
after the full execution of this lease for the purpose of installing
Lessee's racking and equipment.
38. Mortgagee's Rights. Lessor warrants that no mortgage currently encumbers
------------------
the Premises. Lessor agrees to request from the holder of any such
mortgage hereafter made by Lessor that such holder execute and deliver to
Lessee a subordination and non-disturbance agreement between such holder
and Lessee, acceptable to Lessee in the exercise of good faith and
reasonable discretion. The effective subordination of this Lease to any
existing or future mortgages, deeds of trust, other security interest or
leases shall be subject to the fulfillment of the conditions precedent that
(i) the holder of such mortgage or other lien on the Premises shall first
have agreed in writing that so long as Lessee is not in default, the Lease
shall not be
Addendum - Page 1
terminated by foreclosure or sale pursuant to the terms of
such mortgage or lien; and (ii) such subordination shall not otherwise
restrict or limit the rights or increase the obligations of Lessee under
this Lease.
39. Repairs by Lessor. Except as may be caused by the willful act or the
-----------------
negligence of Lessee or Lessee's agents, employees or invitees, and is not
covered by insurance maintained by Lessor, Lessor shall, at Lessor's sole
cost and expense, maintain in good condition and repair in a prompt and
diligent manner (i) all portion of the building which are not a part of the
Premises, including but not limited to all elevators, electrical,
mechanical, plumbing, sewage, heating, ventilating and air conditioning
systems serving the Premises and the building; (ii) all portions of the
roof, roof structures and supports, and all structural portions of the
Premises, including but not limited to, the foundation and structural
supports, exterior and load bearing walls, subfloors and floors (but not
floor coverings), gutters, downspouts and exterior doors; (iii) all
utilities to the Premises; (iv) all driveways, sidewalks, parking areas and
all other common areas and facilities thereof', and (v) all defects in the
Premises as well as damage to the Premises caused by the willful act or the
negligence of the Lessor or its agents.
40. Assignment. If Lessee shall assign, sublease or otherwise transfer all or
----------
any portion of the Premises, Lessor and Lessee shall evenly divide any rent
or other consideration paid to Lessee in connection with such assignment,
sublease or other transfer which is in excess of the base rent due under
this Lease, after first deducting out for the Lessee's account the cost of
(i) broker's commissions paid by Lessee with regard to the transfer; (ii)
legal fees; (iii) the cost of improvements made to the subleased premises
by Lessee at Lessee's expense for the purpose of subletting; (iv) the
unamortized portions of improvements made in the subleased area by Lessee
for Lessee's use during the original tenancy; (v) all rent paid by Lessee
to Lessor while the Premises were vacant prior to such subletting; and (vi)
any other expenses incurred by Lessee in effectuating the subletting.
41. Hazardous Substances. Lessor shall not cause or allow any of its
--------------------
employees, agents, customers, visitors, invitees, licensees, contractors,
assignees or other tenants (collectively "Lessor's Parties") to cause any
hazardous materials to be used, generated, stored or disposed of, on or
about the Premises, the building or the surrounding property, unless same
complies with all applicable laws. To the extent such hazardous materials
are present in violation of such laws, Lessor shall immediately provide
Lessee with notice of such fact. Lessee may, at Lessee's sole choice,
either: (i) treat such a condition as a breach of this Lease by Lessor; or
(ii) require Lessor, at its sole expense, to comply with all laws regarding
the use, storage, generation or removal of hazardous materials in, on or
under the Premises. Lessee shall have the right at its sole expense at all
reasonable times to conduct tests and investigations to determine whether
Lessor is in compliance with the foregoing provisions. Lessor shall
indemnify, defend by counsel acceptable to Lessee, protect and hold Lessee
harmless from and against all liabilities, losses, costs and expenses,
demands, causes of action, claims or judgments directly or indirectly
arising out of the use, generation, storage or disposal of hazardous
materials by Lessor or any of Lessor's Parties. Lessor's and Lessee's
obligations
Addendum - Page 2
pursuant to the foregoing indemnity, and the indemnity
contained in Paragraph 15 above, respectively, shall survive the
termination of this Lease.
42. Ad Valorem Taxes. The following shall not constitute real property taxes
----------------
for the purposes of this Lease, and nothing contained herein shall be
deemed to require Lessee to pay any of the following: (i) any state,
local, federal, personal or corporate income tax measured by the income of
Lessor; (ii) any estate, inheritance taxes, or gross rental receipts tax;
(iii) any franchise, succession or transfer taxes; (iv) interest on taxes
or penalties resulting from Lessor's failure to pay taxes; (v) any
increases in taxes attributable to additional improvements to the building
unless such improvements are constructed for Lessee's sole benefit; (vi)
any increases in taxes attributable to the sale of the building, property
or the Premises; (vii) any assessments for public improvements; (viii) real
estate taxes resulting from over standard improvements made by other
tenants; or (ix) any taxes which are essentially payments to a governmental
agency for the right to make improvements to the building or surrounding
area.
43. Expansion. Provided that Lessee is not in default hereunder and that
---------
Lessee has not sublet the Premises or assigned this Lease or its rights
hereunder, Lessee shall have the option to expand into a larger available
facility at Westside Industrial Park owned by Stone Mountain Industrial
Park, Inc. at any time during this Lease, and this Lease shall terminate
upon the commencement date of the lease for such larger facility.
44. Right of First Owner. Provided that Lessee is not in default hereunder and
--------------------
provided that Lessee has not sublet the Premises or assigned this Lease or
its rights hereunder, during the first twelve (12) months of the term
Lessee shall have a "right of first offer" for the Expansion Area adjacent
to the Premises, consisting of approximately 10,000 square feet, as more
particularly shown on Exhibit "D" attached hereto, on the terms and
conditions of this paragraph. If Lessor desires to offer the Expansion
Space for lease, Lessor will deliver to Lessee a written notice specifying
the terms of the offer. Lessee will then have five (5) business days from
the delivery of such notice to accept the offer in writing to lease the
identical space as contained in the offer in accordance with terms of the
offer. Lessor and Lessee shall promptly enter into an amendment to this
Lease, incorporating the rental terms contained in Lessor's notice with
respect to the Additional Space, and adjusting other matters dependent upon
the size of the new premises, such as Lessee's share of the common area
expenses, ad valorem taxes and insurance premium payments. If Lessee fails
to accept or rejects the offer within the 5-day period, Lessor will be
entitled to lease the space on substantially the same terms stated in the
notice to Lessee; provided, however, that if Lessor proposes to lease the
Additional Space on more favorable terms to a third-party, Lessor will
again re-offer the Additional Space to Lessee on such terms and Lessee
shall respond to such offer in the time period provided above. If Lessor
does lease the space, the right granted Lessee in this paragraph will
automatically terminate. However, if Lessor does not lease the space, the
space will not subsequently be leased without Lessor's compliance with this
paragraph. Time is of the essence of this Lease.
Addendum - Page 3
45. Renewal Option. Provided that Lessee is not in default hereunder beyond
--------------
any applicable cure period, and provided that Lessee has not sublet or
assigned this Lease or its rights hereunder, except to an affiliate of
Lessee, at the expiration of the initial lease term Lessee shall have the
one time option to extend this Lease for an additional five (5) year term
under the same terms and conditions herein set forth, except that the Base
Rent for the renewal term shall be $20,269, plus an increase equal to the
same percentage which the Consumer Price Index shall have increased from
the month immediately preceding the commencement date of the initial lease
term to the month of immediately preceding the commencement date for the
five-year renewal term. "Consumer Price Index," as used herein, shall mean
"The Consumer Price Index for All Urban Consumers (CPI-U), All Items, U.S.
City Average (1982-1984 equals 100), published by the United States
Department of Labor, Bureau of Labor Statistics." In the event the
Consumer Price Index referenced herein is discontinued, the parties shall
accept comparable statistics on the purchasing power of the consumer's
dollar as published at the time of said discontinuation by a responsible
periodical or recognized authority to be chosen by the parties. Lessee
shall provide Lessor with not less than 180 days advance written notice of
Lessee's intent to renew the Lease.
46. Covenants, Conditions and Restrictions. Lessor hereby represents and
--------------------------------------
warrants to Lessee that (i) the aforesaid Declaration of Covenants,
Restrictions and Easements for Westside Industrial Park is dated July 28,
1994, and recorded in O.R. Book 7904, Page 1708, Official Records of Duval
County, Florida (the "CC&Rs"), (ii) the CC&R's have not been amended or
modified in any manner, (iii) the CC&Rs are in full force and effect and
neither Lessor nor the Declarant is in default thereunder; (iv) Lessor
knows of no claims or defenses or circumstances which, with the passage of
time, would lead to claims or defenses by Declarant against Lessor; and (v)
this Lease does not violate any provision of the CC&R's.
Addendum - Page 4
LEGAL DESCRIPTION
BLDG. 5
WESTSIDE INDUSTRIAL PARK
A parcel of land situated in Section 35, Township 1 South, Range 25 East,
Duval County Florida, being a portion of Unit 1, Westside Industrial Park
Subdivision as recorded in Plat Book 46, page 84A-E of the Public Records of
Duval County, Florida, and being more particularly described as follows:
In order to find the TRUE POINT OF BEGINNING, begin at the point of
intersection of the northern right of way of Pritchard Road (100 ft. r/w) and
the western right of way of Imeson Road (80 ft. r/w); running thence along the
northern right of way of Pritchard Road (100 ft. r/w) S 87 degrees 51'21" W a
distance of 226.67 feet to a point and the TRUE POINT OF BEGINNING; running
thence along said right of way S 87 degrees 51'00" W a distance of 693.01 feet
to a point; running thence and leaving said right of way N 0 degrees 00'00" E a
distance of 572.13 feet to a point lying on the southern right of way of
Westside Industrial Drive (variable r/w); running thence along said right of way
and a curve to the left (said curve having a chord bearing of S 81 degrees
24'13" E, a chord distance of 222.06 feet, and a radius of 742.91 feet) an arc
distance of 222.89 feet to a point; running thence along said right of way N 90
degrees 00'00" E a distance of 433.47 feet to a point; running thence along said
right of way S 0 degrees 00'00" E a distance of 30.00 feet to a point; running
thence along said right of way and a curve to the right (said curve having a
chord bearing of S 86 degrees 05'36" E, a chord distance of 39.52 feet, and a
radius of 290.00 feet) an arc distance of 39.55 feet to a point; running thence
and leaving said right of way S 0 degrees 00'00" E a distance of 480.25 feet to
a point and the TRUE POINT OF BEGINNING.
Said tract or parcel contains 8.4 acres and is more fully shown on that
Site Plan of Building 5 for Pattillo Construction Co., prepared by Jason R.
Houston, dated 6/25/96.
Exhibit A
Custom Chrome, Inc.
February 11, 1997
WESTSIDE INDUSTRIAL PARK
BUILDING SPECIFICATIONS - BUILDING NO. 5
CUSTOM CHROME, INC.
GENERAL FACILITY DESCRIPTION
- ----------------------------
(a) LOCATION: Building No. 5, Westside Industrial Drive, Westside
Industrial Park, Jacksonville, Florida.
(b) SIZE & OVERALL
DIMENSIONS: Approximately 60,600 sq. ft. including 1,000+ sq. ft.
-
of office area with 24' minimum ceiling clearance and
50' x 40' interior column spacing.
(c) OFFICE: Approximately 1,000 + sq. ft. of centrally heated and
air-conditioned office area to be construction at the
dock door area.Offices will be built according to a
Floor Plan to be prepared by Pattilloand mutually
approved by Custom Chrome, Inc. and Pattillo. (See
Office Area Design & Finishes section for additional
detail).
(d) GENERAL
CONDITIONS: Cost of design, supervision, permits, fees, meters,
utilities, and other expenses to construction are
included. All work will be performed in a professional
manner by Pattillo Construction Corporation in
accordance with the applicable laws and regulations in
effect in Duval County and the State of Florida.
Special water, sewer, environmental or other permits
that may be related to Lessee's particular processes,
operations, or. emissions are not included.
SITE WORK
- ---------
(a) LANDSCAPE, DRAINAGE,
& IRRIGATION: All surface water drains away from the building. A
architect has designed landscaping for the premises,
which will be installed in accordance with overall
standards for Westside Industrial Park.
Exhibit C
Custom Chrome, Inc.
Westside Industrial Park - Building No. 5
February 11, 1997
Page Two
(b) AUTOMOBILE
PARKING: Fifteen (15) parking spaces will be stripped in the all
concrete truck court area near the office entrance.
Additional parking spaces, paved with asphalt, along
with curb and gutter will provided at the front of the
facility.
(c) TRUCK AREAS &
ACCESS DRIVES: The 240' x 120' deep truck court area and all drives
are paved with 6" of concrete rated at 3,000 PSI.
(d) CURB & GUTTER: Poured with 3,000 PSI concrete 18" x 6".
(e) SIGNS & STRIPING: Parking areas will receive single line painted striping
and handicap signs.
(f) DRIVE-IN: A concrete ramp will be constructed to allow drive-in
access through a 10' x 10' truck door.
CONCRETE
- --------
(a) FOUNDATIONS: All footings have been designed for 3,000 PSF soil
bearing pressure and are constructed of 3,000 PSI
concrete with rebar matting.
(b) SLAB ON GRADE:
(1) Five inch (5") thick 3,000 PSI concrete reinforced with synthetic
fibers. The surface will be steel trowel finished and floors will be
chemically cured and hardened with "Lapidolith". Subgrade will be
chemically treated for termite protection. Caulking of floor joints is
excluded.
(2) Column isolation joint will be non-keyed, diamond or round formed with
asphalt impregnated felt.
(3) Expansion joints at slab perimeter with asphalt impregnated
fiberboard, 5/8" thick.
(4) Control joints saw cut, 1/4 of slab depth, 1/8" wide, bisect bays.
(5) Construction joints will have smooth dowels every 18" on center.
Exhibit C
Custom Chrome, Inc.
Westside Industrial Park - Building No. 5
February 11, 1997
Page Three
(c) DOCK CANOPIES: Eighteen (18) poured in place concrete canopies, one over
each dock door opening.
(d) EXTERIOR
STAIRWAYS: Concrete stairway lead from warehouse area to truck
court.
(e) EXCLUDED: Striping, caulking, granular fill.
MASONRY
- -------
(a) EXTERIOR WALLS: Exterior walls will be four inch brick backed with eight
inch (8") concrete masonry unit.
(b) INTERIOR WALLS: Interior warehouse/office and demising walls will be
constructed with concrete masonry unit (12" x 8" x 16").
Control joints will be filled with one layer 5/8" thick
asphalt impregnated felt.
STRUCTURAL SYSTEM/METALS
- ------------------------
(a) STRUCTURAL STEEL: Structural steel beams, columns and joists (column
spacing 50' x 40') including perimeter beams at the eave
line and wind columns as required. The structural steel
frame is designed for a dead load of 25 lbs. per square
foot and a live load of 20 lbs. per square foot.
(b) STEEL JOISTS: Designed for dead load of 25 lbs. per square foot and
live load of 20 lbs. per square foot and Seismic Zone 1.
Bridging will be 1" x 1" x 7/76".
MOISTURE PROTECTION
- -------------------
(a) The roof deck is galvanized steel deck (0.5" deep) covered with a flood
coat of lightweight insulating aggregate concrete with 1" polystyrene board
embedded in the flood coat along with two inches of additional insulating
concrete above the polystyrene board. The insulating concrete will be
covered with a 4 ply, smooth surface, fiberglass built-up roof membrane
topped with light tan pea gravel. The roof system is designed to provide
an "R" Factor of approximately 10 as calculated in accordance with the
Energy Efficiency Code. Gutters and downspouts are shop cooled galvanized
steel, 24 gauge.
Exhibit C
Custom Chrome, Inc.
Westside Industrial Park - Building No. 5
February 11, 1997
Page Four
DOORS AND WINDOWS
- -----------------
(a) OVERHEAD DOCK HEIGHT TRUCK DOORS:
(1) Fifteen (15) each 10' (w) x 10' (h) doors are to be provided at each
truck door. Each truck door is a 24 gauge steel, high lift truck door
with 13 gauge angle mounted track.
(b) WOOD DOORS: Flush, solid core, 36" x 84", 1-3/4" thickness, birch
veneer face, stain grade doors shall be provided for
all interior office spaces.
(c) ALUMINUM ENTRANCE DOORS AND FIXED GLASS FRAMES:
(1) Entrance door frames will be narrow style, extruded aluminum, with
electrostatically applied enamel finish in color selected by
Architect/Engineer.
(2) Fixed glass storefront framing system shall be extruded aluminum
sections with electrostatically applied enamel finish in color selected
by Architect/Engineer. Members will be installed with concealed
fasteners.
(d) GLASS AND GLAZING:
(1) All exterior glass shall be reflective, 1/4 inch minimum thickness,
double glazed, solar bronze, insulated. Installation will be in
accordance with the recommendations of the manufacturers of the glass
and glazing materials.
(2) Interior sidelight glass (if any) will be 1/4 inch clear glazing.
(3) The glass storefront windows located at the front of the facility will
be covered with 5/8" gypsum board, painted black to restrict
visibility.
(e) FINISH HARDWARE:
(1) Locks and latch sets will be heavy duty cylindrical case, brushed
aluminum finish as manufactured by Ruswin or equal. Lever handle sets
shall be installed as required by code.
(2) Door closures will be surface mounted.
Exhibit C
Custom Chrome, Inc.
Westside Industrial Park - Building No. 5
February 11, 1997
Page Five
(3) Push, kick, and mop plates will be stainless or brushed aluminum.
(4) Hinges shall be heavy duty, ball bearing at doors with closures, oil
bearing elsewhere. On exterior hardware provide non-removable hinge
pins.
(5) Office area to be keyed separate from warehouse.
FINISHES
- --------
(a) GENERAL:
1,000+ sq. ft. of office area will be provided per office plan.
-
(b) FURRING: The 8" concrete block office/warehouse demising wall will be
furred and finished with 5/8" gypsum board.
(c) DRYWAIL: Interior office walls and the temporary expansion wall will be
constructed as follows:
(1) Sheetrock will be 5/8 inch thickness, tapered edges, fire rated, where
required. Corner beads to be metal and edge molding J type. Finished
height 9' - 0" and shall be screw applied and finished with a ready
mixed, all purpose joint compound. Fixture walls of toilet rooms shall
receive moisture resistant gypsum board.
(2) Standard metal studs shall be 3-5/8", 26 gauge electro-galvanized
steel, cold rolled C shaped, screw type, gauge as recommended by the
manufacturer for partition framing. Studs to be 24" on center.
(3) Restrooms to have 4" x 4" ceramic tile floor to 9' - 0" ceiling height.
(d) FLOORS:
(1) Offices: Carpeting with a $12.50/sq. yd. allowance or 12" x 12" x
1//8" vinyl composition tile as required.
(2) Restrooms: 4" x 4" ceramic tile.
(3) Production: Sealed concrete floor.
Exhibit C
Custom Chrome, Inc.
Westside Industrial Park - Building No. 5
February 11, 1997
Page Six
(e) CEILINGS: Spaces scheduled to receive acoustical tile ceiling system
shall have exposed grid system, 24 inches by 48 inches, non-
directional fissured mineral board, 5/8 inch thickness,
square edges, exposed steel "T" runners, white painted
finish. Ceiling shall be insulated with 3-1/2 inch
fiberglass batts.
(f) WAREHOUSE FINISHES:
(1) The personnel doors and frames will be painted - two coats.
(2) Warehouse walls and structural steel columns and beams will be painted
white.
(g) MILLWORK: Breakroom area shall be provided with base and/or wall cabinets
per office design.
SPECIALTIES
(a) TOILET PARTITIONS: Plastic laminate (wood particle board core) with
standard polish non-corrosive metal hardware (if any).
(b) TOILET ROOM ACCESSORIES:
(1) Brushed stainless steel toilet room accessories manufactured by Bobrick
or equal shall be provided as follows:
(2) Combination semi-recessed paper towel dispenser and waste receptacle:
one each toilet room.
(3) Mirrors: one each lavatory, sloped, handicapped type where required by
Southern Building Code.
(4) Handicapped grab bars: one pair each toilet.
(5) Soap dispenser: one (1) each toilet room.
Exhibit C
Custom Chrome, Inc.
Westside Industrial Park - Building No. 5
February 11, 1997
Page Seven
(c) FIRE EXTINGUISHERS
(1) Fire extinguishers will be provided as required by Southern Building
Code in both the warehouse and office.
(2) All fire extinguishers in finished office areas are to be located in
semi-recessed enameled steel cabinets with signage.
EQUIPMENT
- ---------
DOCK SEALS: Three (3) each WG402PF Frommelt shelter.
DOCK LEVELERS: Three (3) 6' x 8' mechanical dock revelers with 16" lips and
rated for 20,000 pounds will be installed.
FENCING: To be installed as follows:
(1) Type A Storage - Approximately 140 l.f. 12' high cyclone
fence (with horizontal rails at the top and bottom of the
fence) with one man door entrance.
(2) Gated entrance area approximately 40 l.f. of 10' high
fabricated gate with one man door.
PLUMBING
- --------
(a) SERVICE LINES: A 2" water line with standard 2" meter connection and 6"
Schedule 40 PVC sewer line serve the building. All systems
and fixtures will be designed in accordance with applicable
Florida codes. Domestic water piping above grade will be
copper. Restrooms will be provided as described under Office
Area Design and Finishes and will be designed for handicapped
accessibility as required by code. Surcharges or tap on fees
based on water or sewage effluent quality or quantity are
excluded.
(b) RESTROOMS: Flush valve wall hung urinals and flush valve floor mounted
toilets will be provided.
Exhibit C
Custom Chrome, Inc.
Westside Industrial Park - Building No. 5
February 11, 1997
Page Eight
(c) WATER COOLERS: One (1) wall mounted electric stainless steel, top barrier
free electric water cooler is included in the office area.
Plumbing for a second water cooler to be located at column
B4 will also be provided.
(d) SINKS:
(1) Bathroom lavatories to be provided per plan.
(2) Breakroom - single compartment, stainless steel sink shall be provided
in breakroom area.
(e) WATER CLOSETS: Standard floor mounted, low consumption, flush valve, open
front, elongated bowl, 17" rim height, white, vitreous china
(handicap per code).
(f) URINALS: Wall mounted, low consumption, flush valve, white, vitreous
china (if any).
(g) WATER HEATER: Electric, 25 gallon (typical) hot water will be provided to
restrooms and sinks.
(h) HOSE BIB: Bronze or brass, integral mounting flange (if any).
FIRE PROTECTION
- ---------------
(a) SPRINKLER
SYSTEM: A complete wet sprinkler system designed and constructed to
provide 0.30 gallons per minute to the most remote 3,000
square feet in accordance with N.F.P.A. Standards for a
system. System shall include yard mains, hose hydrants,
interior hose stations, sprinkler heads, and chrome pendant
heads will be used in the finished office area. Office area
to have 0. 10 gpm per sq. ft. over most remote 3,000 sq. ft.
to Code.
(b) FIRE HYDRANTS: Fire hydrants - will be provided per NFPA Standards.
Exhibit C
Custom Chrome, Inc.
Westside Industrial Park - Building No. 5
February 11, 1997
Page Nine
(c) EXCLUSION: In-rack sprinkler, foam, etc. have not been provided for.
HVAC/MECHANICAL
- ---------------
(a) NATURAL GAS: Natural gas supply will be provided to the building with 2"-
5 psi entrance piping by the gas utility company.
(b) OFFICE AREA HEAT AND COOLING:
(1) A complete independent HVAC system shall be provided for the office
areas.
(2) The HVAC system shall be packaged by units and mounted on the roof or
split systems with the condensers ground mounted. The units shall be
York, Trane, Carrier or equal. System designed to provide maximum 75
degrees Fahrenheit and minimum of 72 degrees Fahrenheit.
(3) Air distribution will be by ceiling diffusers and controls with be
electric thermostats.
(4) Exhaust fans will be provided for each restroom.
(c) WAREHOUSE AREA
HEAT: Suspended gas fired unit heaters will be provided. Design
will maintain 70 degrees Fahrenheit at outside temperature
of 29 degrees Fahrenheit.
(d) WAREHOUSE
VENTILATION: 48" roof mounted fans will be provided to exhaust. Fans to
draw from louvers mounted at the dock doors.
(e) COMPRESSED
AIR PIPING: (1) Approximately 390 l.f. of 1 1/2" galvanized Schedule 40
with each joint connected with plugged tee positioned
upwards (per plan).
(2) Approximately 225 l.f. of 3/4" galvanized Schedule 40
"drop." With each joint connected with plugged tee
positioned upwards (approximately every 8 l.f.)
Exhibit C
Custom Chrome, Inc.
Westside Industrial Park - Building No. 5
February 11, 1997
Page Ten
ELECTRICAL
- ----------
(a) MAIN
SERVICE: 600 amp, 277/480 volt, three phase 4 wire main service with
dry type transformers serving 120/208 volt loads. Secondary
distribution to panels for lights, office outlets, office
HVAC and other building circuitry equipment is included.
Circuitry for and connection of Purchaser supplied equipment
is not included except as provided below.
(b) EMERGENCY
LIGHTING: Facility exits will be clearly marked and the warehouse and
office will have emergency light fixtures, all according to
State and local codes. Approximately 10% of all fixtures
will be quartz restrike.
(c) WAREHOUSE LIGHTING:
(1) General warehouse lighting to be 400 watt metal halide fixtures
suspended between the bar joists. Lighting will be installed pursuant
to the floor plan provided by Customer Chrome to Pattillo. Said plan
calls for approximately 125 fixtures.
(2) Picking Area Lighting - Nine (9) each double tube, 81 florescent lights
with reflectors will be provided at a height of 12' at the picking area
(along conveyor line).
(d) FORKLIFT
DISCONNECT: Three (3) each 480 volt, 30 amp, three phase disconnects for
forklifts. Space will be provided for five (5) future
disconnects.
(e) EXTERIOR
LIGHTING: Building mounted exterior flood lights will be installed at
the corners of the building and above truck loading doors.
Soffit lighting will highlight the front entrance. Lighting
to provide 1/2 - l f.c. and to be high pressure sodium.
(f) WAREHOUSE/MANUFACTURING OUTLETS:
(1) Provide thirty seven (37) each, 20 amp 120 volt single phase duplex
outlets pursuant to floor plan.
Exhibit C
Custom Chrome, Inc.
Westside Industrial Park - Building No. 5
February 11, 1997
Page Eleven
(2) Provide conduit and wire for seven (7) seven each, 480 volt, three
phase connections pursuant to plan. (Connection by Lessee).
(g) OFFICES:
(1) Lighting will be 2' x 4' lay in four tube 277 volt fixtures T8 lamps
with electronic ballast.
(2) Telephone wire ways include empty outlet boxes and conduit to above
finished ceiling (1 per office).
(3) 110 Volt convenience outlets per standard (minimum 1 per office wall
12' spacing)
(4) Ten (10) each, 110 v. duplex outlets will be provided per the office
floor plan.
(h) EXCLUDED: Tenant supplied security and monitoring system, telephone
and data system wiring, monitoring of fire alarm system, and
connection of owner furnished equipment.
Exhibit C
April 1997
MCom Wireless S.A.
Supplemental Due Diligence Checklist
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In addition to the items set forth on the Legal Due Diligence Checklist for
Share Purchases that was sent to our client from Lazard Freres & Co. LLC, please
provide copies of all of the indicated documents or the information requested as
appropriate to Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto,
California 94304. If you have any questions regarding this checklist please call
John Roos, Jack Sheridan or Tamara G. Mattison at (415) 493-9300.
"X" = Previously provided
"H" = Provided herewith
"I" = Inapplicable
X/H/I
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1. BASIC CORPORATE DOCUMENTS:
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[ ] a. List of all countries and states in which the Company is doing
business or contemplates undertaking business operations, either
directly or through other parties, including a description of
business activities carried out in each such country.
2. SECURITIES ISSUANCES:
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[ ] a. Any agreements and other documentation (including related permits)
relating to repurchases, redemptions, exchanges, conversions or
similar transactions involving the Company's securities.
[ ] b. All agreements containing preemptive rights or assigning such rights.
[ ] c. Documents relating to any conversion, recapitalization,
reorganization or significant restructuring of the Company.
3. CORPORATE FINANCE:
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[ ] a. Convertible Debt Financings, if any. Copies of any indentures,
securities purchase agreements, convertible securities and related
documents.
[ ] b. Lease financings, including leveraged, synthetic and other
off-balance sheet transactions.
"X" = Previously provided
"H" = Provided herewith
"I" = Inapplicable
X/H/I
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[___] c. Other agreements evidencing outstanding loans to, guarantees
by, letters of credit or bankers acceptances issued for the
account of, repurchase agreements to maintain the solvency,
net worth or economic viability of, or assure performance of
any obligations by, any other person, comfort and keep-well
letters and any other evidence of extension of credit or
financial accommodations in respect of which the Company is
directly or indirectly obligated.
[___] d. Interest rate cap, collar, or swap, options, commodity
contracts, foreign currency exchange agreements, or any other
derivative contract of any kind.
4. FINANCIAL INFORMATION:
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[___] a. Audited financial statements including historical quarterly
financial statements (past three years).
[___] b. Unaudited interim financial statements including historical
quarterly financial statements (past three years).
[___] c. Information on all planned acquisitions and dispositions.
5. OPERATIONS:
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[___] a. List of major suppliers showing total and type of purchases
from each supplier during the last and current fiscal years,
indication of which are sole sources.
[___] b. List of contract manufacturers showing total and type of
purchases from each contract manufacturer during the last and
current fiscal years.
[___] c. Collaborative agreements.
6. SALES AND MARKETING:
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[___] a. List of future products and new business areas.
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"X" = Previously provided
"H" = Provided herewith
"I" = Inapplicable
X/H/I
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[__] b. List of major distributors, dealers and sales representatives
showing total and type of sales during the last and current fiscal
years and include copies of any written agreements.
[__] c. List of major customers showing total and type of sales during the
last and current fiscal years and geographic location.
7. OFFICERS AND DIRECTORS:
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[__] a. Founders agreements, management employment agreements and
indemnification agreements, if any.
[__] b. Description of any transactions between the Company and any
"insider" (i.e., any officer, director, or owner of a substantial
amount of the Company's securities) or any associate of an
"insider" or between or involving any two or more such "insiders."
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