AGREEMENT TO BUILD AND LEASE
THIS LEASE AGREEMENT, made and entered into this 30 day of December,
1998 by and between MMCA DEVELOPMENT, LLC. or its nominee, hereinafter called
"Lessor", whose address is 0000 Xxxx Xxxxx Xxxxxx, Xxxxxx, Xxxx 00000, and ALL
AMERICAN SPORTS CORPORATION, a Delaware Corporation, whose address is 0000
Xxxxxx Xxxxxx, Xxxxxx, Xxxx, together hereinafter called "Lessee".
WITNESSETH:
PREMISES: That in consideration of the covenants and agreements
hereinafter mentioned, and to be performed by the respective parties hereto, and
in payment of rentals hereinafter designated to be paid by Lessee in accordance
with provisions of this Lease, Lessor has leased, rented, let and demised, and
by these presents does lease, rent, let and demise unto said Lessee, its
successors and assigns, and Lessee takes and hires from Lessor that certain
parcel of real property located on Sugar Lane, Elyria, Ohio, together with the
building to be erected thereon, and more particularly described in Exhibit "A"
attached hereto and made a part hereof.
TO HAVE AND TO HOLD, the above-described premises, together with all
and singular tenements, hereditaments and appurtenances thereunto belonging, or
in any way incident or appertaining, together with the rents, issues and profits
thereof (save and except the rents and other amounts due the Lessor from the
Lessee herein), unto said Lessee for a term of years as hereinafter set forth,
beginning with a date as provided in Paragraph 2 hereunder.
The terms, conditions and covenants of this Lease are as follows:
1. CONSTRUCTION BY LESSOR.
(a) Lessor covenants and agrees to construct, and pay for, a building
including site improvement costs on the demised premises according to
plans and specifications as prepared by Lessor and plot plans provided
by Lessee, which plans and specifications and
plot plans shall be approved in writing by Lessor and Lessee, and which
are incorporated herein by reference. Said construction shall be by the
Lessor, in accordance with the proposal of said Lessor, dated 12/28/98,
which is attached hereto, marked Exhibit "B" and made a part hereof,
together with any amendments or additions thereto, which shall be
initialed by the parties and also made a part hereof. Construction work
shall commence as soon as a building permit can be obtained for said
work and necessary zoning requirements have been satisfied, and shall
be completed as rapidly as conditions permit, but not later than August
15, 1999, subject to delay caused by conditions beyond the control of
the Lessor.
(b) At all times, until the building is complete, Lessee shall have the
right to enter upon the premises for the purpose of inspecting the
construction and progress of the building, provided that Lessee shall
not interfere with the progress of said construction. The Lessor
covenants and agrees to submit to Lessee's construction manager, prior
to the commencement of construction, a tentative inspection schedule
mutually satisfactory to the parties hereto. Said inspection schedule
shall set forth the dates of the following stages of construction so
that the Lessee may inspect and approve each stage of construction. The
stages of construction shall be:
STAGE 1: The period of excavation work or any required or necessary
fill work.
STAGE 2: The period of construction of any necessary or required
retaining wall.
STAGE 3: The time prior to the pouring of any footings or other
foundation.
STAGE 4: The time of completion of the erection of structural steel
framework.
STAGE 5: The time prior to completion and concealment of electrical
wiring, completion or rough plumbing, duct work, roof and partitions
and/or walls.
STAGE 6: The period of preparation of sub-base and base for paving.
STAGE 7: The period after completion of all construction work and
installation of equipment.
(c) The building and parking lot are to be used for sports equipment
renovation, equipment sales and other related uses necessary for
Lessee's business and for no other purpose without the written consent
of Lessor.
(d) All risk of loss to the demised premises prior to commencement date
of the lease term shall remain with the Lessor and any damages shall be
promptly repaired by Lessor, but the costs of builder's risk insurance
shall be included in Lessor's cost of construction.
(e) For a period of one (1) year immediately following the commencement
of the term of this Lease, Lessor shall be liable to Lessee for any
damage or injury to Lessee or Lessee's
property occasioned by any defect in the materials or labor used in the
construction of said premises.
Should Lessor neglect or refuse to repair any such defect for which
Lessor is responsible, within a reasonable time after notice that such
defect or defects exist, Lessee, without liability or forfeiture of its
terms hereby demised, may, at its option, have such repairs made at the
expense of Lessor and deduct from the rent the cost of repairing such
defect or defects.
2. TERM. The term of this Lease shall commence on the first
day of the month following the date that the building and site
improvements are substantially completed by Lessor in accordance with
the plans and specifications heretofore referred to as determined by
generally accepted construction standards and shall continue for the
full period of fifteen (15) years thereafter. Substantial completion as
used herein shall mean the date after the completion of the building
and land improvements to the extent that Lessee may use and occupy the
same for the conduct of its business. The Lessee shall pay rent for the
fractional month before the commencement date of the term of the Lease
on a prorated basis, beginning on the day following the date of
substantial completion. The teen of the Lease shall not commence before
an occupancy permit has been issued by appropriate governmental
authority and such commencement date shall be documented by letter
signed by both parries to the Lease.
3. POSSESSION. Possession of the leased premises shall be
delivered to the Lessee upon the commencement of the Lease term;
however, Lessee shall have the right prior to the beginning of the term
of this Lease to install its fixtures and equipment at its own risk,
free from rent, provided such installation does not interfere with the
work being done in the construction of the building.
4. (A) RENTAL. Lessee shall pay to Lessor a minimum basic
annual rental at the rate of Four and 50/100 Dollars ($4.50)
per square foot per year of the building constructed in
accordance with Paragraph 1 above. Said square footage shall be
determined by the exterior dimensions of the building, which shall
include both manufacturing and office space.
(B) ALLOWANCE - Lessor hereby grants to Lessee an allowance
not to exceed the sum of One Hundred Thousand Dollars ($100,000.00) to
be used by Lessee to offset any and all moving expenses that Lessee may
have in moving from their present facilities to the premises
hereinabove described.
5. COST OF CONSTRUCTION. The additional cost of construction
by reason of changes from the original approved plans or specifications
as requested by Lessee which result in additional costs to the Lessor
not reflected in the plans and specifications as approved by Lessee,
which changes must first be approved in writing by the Lessee, shall be
paid by the Lessee to the Lessor, such payment to be made to Lessor
when said changes are completed.
6. TAXES. Lessor agrees to pay promptly and before they become
delinquent, all taxes, general and special, imposed at any time during
the term of this Lease upon or against the Premises, including the land
and all improvements now or hereafter thereon which may be lawfully
assessed in the name of the Lessor.
7. UTILITIES. Lessee agrees to pay for al utilities for the
leased premises during the term of this Lease, including, without
limitation, gas, electricity and water and sewer rental.
8. INDEMNIFICATION OF LESSOR; INSURANCE.
A. The Lesser agrees to indemnify and save harmless the Lessor
from all actions and claims for damages by reason of injury to or the
death of any person and damage to or destruction of any property
arising out of the occupancy of the leased premises and the operation
of the business thereon, including liability for products dispensed
from the leased premises, during the term of the lease.
B. Lessee, at its own cost and expense, shall keep all
buildings, improvements on, in or appurtenant to the demise premises at
the commencement of the term and thereafter erected thereon or therein,
including alterations, replacements and improvements, insured for the
benefit of Lessor and Lessee against loss or damage by fire, casualty
and all available extended coverage or other hazards and similar
insurance as may from time to time be required in a sum not less than
the full insurable value thereof. Lessee covenants to pay all insurance
premiums when and as the same become due.
C. Lessee covenants to provide on or before the commencement
of the term of this Lease to keep in force during the term, a
comprehensive public liability policy of insurance protecting Lessor
and Lessee against any liability for injury to persons and/or property
occurring in, on or about the demised premises, or any appurtenances
thereto. Lessee covenants to carry such insurance in a solvent company
or companies of recognized standing, licensed to do business in the
state in which the demised premises are located in an amount not less
than $5,000,000.00 combined single limit (bodily injury and property
damage); which policy will be approved by Lessor and be written for the
use and benefit of Lessor and Lessee, with Lessor and Lessee being
assureds. Lessee shall provide Lessor with a copy or certificate of all
insurance policies above referred to.
9. REPAIRS. The Lessee will be responsible for the interior of
the building and for the repair of minor components of the electrical,
plumbing, heating, ventilating/air conditioning, water heating and, if
any, sprinkler systems, fixtures and equipment. "Minor component parts"
shall mean items such as fuses, thermostats, filters, belts, faucets,
sprinkler heads, etc. Lessee shall protect such systems, fixtures and
equipment against freezing and damage due to Lessee's neglect and shall
routinely perform preventative maintenance. Lessee shall be responsible
to
remove snow and ice from all walks, pavements and parking areas. Lessee
shall also be responsible for repair and maintenance of exit doors,
exit signs and or the replacement of broken door and window glass.
Lessor shall be responsible for all repairs under the normal one year
warranty given by the building contractor. In addition Lessor shall be
responsible for all repairs to the roof.
10. ALTERATIONS. Lessee may, from time to time, at its own
expense, alter, renovate or improve the premises, provided the same be
performed in a good workmanlike manner in accordance with accepted
building practices and so as not to weaken and impair the structure or
substantially lessen the value of the building, provided that any
alterations, additions or improvements of a capital nature be first
approved in writing by Lessor.
11. TITLE. Lessor represents and covenants that it has fee
simple title, free and clear and unencumbered to the premises when this
Lease was executed except as hereinafter set forth and has full right
and authority to execute this Lease for the term and upon the
conditions herein contained, and there are no restrictive covenants,
zoning or other ordinances or regulations prohibiting the Lessee's use
of the premises for the purposes for which the same are hereby leased.
If by reason of any breach by Lessor of the foregoing covenants and
representation or if by reason of any zoning or other regulation or
ordinance hereafter adopted, the use of the premises, in either their
present condition or after any alterations thereof, for the purposes
for which the same are hereby leased is prevented or prohibited, then
at Lessee's option and without prejudice to any right or remedy which
Lessee may have, the Lessee may terminate this Lease and the Lease
shall cease and come to an end on the 10th day following notice by
Lessee to Lessor of Lessee's exercise of such option.
The leased premises are subject to the following liens and
encumbrances:
(i) current real estate taxes which are a lien but not yet due
and payable;
(ii) a mortgage to ____________________________________in the
current amount of $_____________________;
12. SUBORDINATION. This Lease shall be subordinate to any
mortgage against the premises, the proceeds of which are to be used by
Lessor (for the land purchase, construction of the buildings and other
improvements) to the demised premises. The total monthly payments upon
any such mortgage shall be no greater than the monthly rent heretofore
reserved and any proposed mortgagees must agree that the Lessee herein
and/or its Sub-Lessee shall not be disturbed in its possession of the
premises in the event of a foreclosure suit brought against the
mortgagor, so long as Lessee is not in default of this Lease. Lessee
agrees that it will, upon demand, execute any and all instruments as
may be required to evidence such subordination upon the conditions
herein set forth.
13. COVENANT OF QUIET ENJOYMENT. Lessor covenants that Lessee
on the performance of the terms and conditions of this Lease shall and
may peaceably and quietly have, hold and enjoy the premises for the
term aforesaid.
14. DAMAGE TO PREMISES. If during the term of this Lease the
building, improvements in or appurtenant to the demised premises shall
be destroyed by fire, storm, lightning, earthquake or other casualty,
rental shall xxxxx in such proportion as use of the premises by Lessee
has been destroyed, and Lessor shall restore premises to substantially
the same condition as before damage as speedily as practical but not
exceed six months; whereupon, full rental shall commence. In the event
the building is destroyed to the extent that it is unusable for
Lessee's business operations, then in such event either party shall
have the option to terminate this lease by written notice to the other
given within ten (10) days following the happening of the
event. If neither party elects to terminate, such loss shall be treated
in the same manner as herein provided for a partial loss.
15. DEFAULT. Upon failure of Lessee to pay the rent at the
time and in the manner hereinbefore provided, or upon the failure of
Lessee to promptly perform any other covenant or agreement hereunder,
Lessor may, at its option, terminate this Lease and the term hereof by
giving Lessee at least thirty (30) days written notice of such
termination, and after the giving of such notice, if such default is
not cured by the date fixed therein for such termination, or if Lessee
is not in the process of curing such default if such default cannot be
reasonably cured within thirty (30) days, this Lease shall cease and
come to an end on such fixed date and thereupon Lessee shall vacate and
surrender the demised premises to Lessor and Lessor may reenter and
repossess itself of the same, discharged of this Lease, and remove all
persons and parties therefrom with of without legal process, and using
such force as may be necessary so to do without being guilty of
trespass, forcible entry or detainer or other tort; that in the event
of any repossession of the demised premises by Lessor because of the
default of Lessee herein, either under the foregoing provisions or in
pursuance of any proceedings under the laws or statutes of the state
within which the demised premises are situated, Lessor may, if it so
elects, re-let the premises or any part thereof, either on its own
account, or as agent for Lessee, and for the balance of the term
hereof, or for a longer or shorter period in the discretion of the
Lessor, and Lessee agrees to pay to Lessor the rent hereinbefore
reserved on the days when the same becomes due and payable, less the
net proceeds of the reletting, if any. Nothing herein shall be
construed to limit the remedies of Lessor in the event of default by
Lessee.
16. MECHANICS LIENS. The Lessor and Lessee covenant, each to
the other, not to permit any lien to be filed against the demised
property on account of non-payment or disputes with
respect to labor or materials furnished in connection with the
construction as referred to herein, or any subsequent repairs or
modifications or additions thereto, nor shall the parties permit any
judgment, lien or attachment to lie against the property. Should any
lien of any nature, including the foregoing but not limited thereto, be
filed against the property, the party from whose debt or alleged debt
such lien arises, shall within thirty (30) days cause said lien to be
removed by substitution of collateral or otherwise.
17. PERMITS AND LICENSES. This lease and all the terms,
covenants and conditions herein contained, is subject to the obtaining
of building permits and all other permits and licenses necessary for
the erection and opening of a building for Lessee's purposes as set
forth above and in accordance with the plans and specifications
referred to in Paragraph 1(a) above. In the event that all permits and
licenses for the erection and occupation of such building are not
obtainable or available from the appropriate governmental authorities,
then this Lease shall be null and void and of no effect and shall
terminate immediately upon Lessor giving notice to Lessee of the denial
of any issuance of the aforesaid permits and licenses.
18. END OF TERM. Upon expiration of this Lease, Lessee having
fully complied with the terms and conditions, Lessor hereby waives any
right to claim any signs, equipment and fixtures affixed to the demised
property by Lessee and same may be removed by Lessee, as well as any
part of the fixtures that may have been affixed to the real property by
Lessee which Lessee may remove provided that the premises are restored
to its original condition, normal wear and tear excepted.
19. OPTION TO RENEW. Lessor grants Lessee an option to renew
this Lease for a consecutive ten (10) year term, after the expiration
of the original term, on the same terms as this Lease except that the
rental for said term shall be at a rate of Four and 86/100 Dollars
($4.86)
per square foot per year. Lessee shall give Lessor written notice of
Lessee's intention to renew at least sixty (60) days prior to the
expiration of the term of this Lease. It is clearly understood and
agreed between the parties that any holding over or failure to vacate
the premises at the end of the Lease term or any extension thereof
shall, under no circumstances, be deemed or construed to be an exercise
of the option to renew or a renewal of the Lease, in the absence of
written notice by Lessee to Lessor of the exercise of the option.
20. CONDEMNATION. If the whole of the demised premises shall
be taken or condemned by any competent authority for any public use or
purpose during the term of this Lease, Lessee reserves unto itself the
right to prosecute its claim for an award based upon its leasehold
interest of buildings, alterations and improvements for such taking,
without impairing any rights of Lessor for the taking of or injury to
the reversion.
In the event that a part of the demised premises shall be
taken or condemned, and that:
(a) the part so taken includes the building on the demised
premises or any part thereof; or
(b) the part so taken shall consist of twenty five (25)
percent or more of the total parking area; or
(c) such partial taking shall result in cutting off direct
access from the demised premises to any adjacent public street
or highway;
then and in any such event, the Lessee may at any time either prior to
or within a period of sixty (60) days after the date when possession of
the premises shall be required by the condemning authority, elect to
terminate this Lease. In the event that Lessee shall fail to exercise
any such option to terminate this Lease, or in the event that a part of
the demised premises shall be taken or condemned under circumstances
under which the Lessee will have no such option, then in either such
event this Lease shall continue in effect with respect to the portion
of the demised premises not so taken, and Lessor will, with all due
diligence and at its own cost and expense,
repair and restore the demised premises or what may remain thereof to
their former condition, and to the extent that the Lessee's possession
of the leased premises may be impaired, and until the completion of
such work, the obligation of the Lessee to pay rent and real estate
taxes shall xxxxx.
21. RIGHTS-OF-WAY, RESTRICTIONS, ETC. Lessor covenants that
the demised premises are free and clear of all encumbrances, easements,
rights-of-way, reservations, restrictions, covenants, limitations and
conditions that would restrict the construction, maintenance and
operation of Lessor's business with its necessary appurtenances as
shown in the plans and specifications prepared by Lessor. In the event
that the demised premises are burdened with any encumbrances,
easements, rights-of-way, reservations, restrictions, covenants,
limitations and conditions that would restrict the construction,
maintenance and operation of Lessee's business with its necessary
appurtenances, then Lessee will have the option of terminating this
contract and all sums paid hereunder will be returned.
22. BROKER COMMISSION. Both parties hereto covenant to the
other that this lease has been entered into by them without the
intervention of a real estate broker or salesman and by reason thereof
no sales commission, compensation or other brokerage expenses are due
or payable by either party.
23. NOTICES. Every notice, approval, consent or other
communication authorized or required by this Lease, shall be effective
if given in writing and sent by United States Registered or Certified
Mail, return receipt requested, with postage prepaid, and addressed
directly to the Lessor and Lessee at their respective addresses, as set
forth in Page 1 of this lease agreement, or such other addresses as
either party may designate by written notice, from time to time.
24. CONSTRUCTION OF LEASE. In the event that any of the
provisions of this Lease shall be court order be held invalid or in the
contravention of any of the laws of the State of Ohio, such
invalidation shall not serve to affect the remaining portion of this
Lease agreement. The Lease shall be governed and construed by the laws
of the State of Ohio.
25. LEASE BINDING ON SUCCESSOR. This contract shall bind the
Lessor and Lessee, and their successors, heirs, assigns,
administrators, legal representatives, executors or assigns, as the
case may be.
26. HEADINGS. Headings or titles of the paragraphs and
sub-paragraphs are inserted solely for the convenience of reference and
shall not constitute a part of this Lease, nor shall they affect its
meaning, construction or effect.
27. SHORT FORM LEASE. The parties will at any time at the
request of either one promptly execute duplicate originals of an
instrument, in recordable form, which will constitute a short form of
the lease, setting forth a description of the premises, the terms of
this Lease and any other portions hereof, excepting the rental
provisions, as either party may request. If the precise date of
commencement and termination of the term of this Lease are not known at
the time of execution of said short form of Lease, the parties will, as
soon as they are known and at the request of either party, execute a
supplemental instrument in recordable form, setting forth the exact
date of commencement and termination of the terms.
28. ASSUMPTION OF LESSEES' PRESENT RENTAL OBLIGATIONS:
Lessee represents that it is currently obligated on leases for the
premises at 0000 Xxxxxx Xxxxxx and 0000 Xxxxxx Xxxxxx in Elyria, Ohio
which expire on May 31, 2000 and August 31, 2000, respectively. Lessor
agrees to assume the balance of these rental obligations from the date
of commencement of this lease through the expiration of the lease at
0000 Xxxxxx Xxxxxx, Xxxxxx, Xxxx and 0000
Xxxxxx Xxxxxx, Xxxxxx, Xxxx, for a total obligation not to exceed
$45,433.80 for 0000 Xxxxxx Xxxxxx, Xxxxxx, Xxxx and for a total
obligation not to exceed $78,000 for 0000 Xxxxxx Xxxxxx, Xxxxxx, Xxxx.
Following the assumption of these rentals by Lessor, Lessor shall have
the right to have the right to sublet said premises as it may see fit.
29. PERSONAL PROPERTY: Lessor agrees that the Lessee is the
owner of the personal property to be located on the premises to be
occupied by Lessee under the terms of this Lease, whether said personal
property is attached to the premises or not. Lessor further
acknowledges that NBD Bank, 0000 Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxx Xxxxx,
XX 00000 has a lien upon or security interest in all of the Lessee's
personal property and that said lien is prior to and superior to any
interest lien or claim of any nature that the Lessor may now have or
hereafter obtain in the personal property, whether by operation of law,
contract or otherwise. Lessor further agrees that NBD Bank and/or
Lessee may remove said personal property from the premises hereinabove
described at any time without hindrance on the part of the Lessor and
upon request of Lessor, will grant to NBD Bank or its representatives
access to the premises so that NBD Bank or its representative may
remove any personal property. Lessor further agrees that said personal
property shall remain personal property and shall not become fixtures,
notwithstanding the manner or mode of the attachment of the personal
property to the land. Lessor waives any rights it may now or hereafter
have in said personal property including, without limitation, any lien
rights available under applicable law.
IN WITNESS WHEREOF, the Lessor and the Lessee and Guarantors have
respectively signed and sealed this Lease as of the day and year first
above written.
IN THE PRESENCE OF: MMCA DEVELOPMENT, LLC.
/s/ Xxxxxxxxx Xxxxxxx By: /s/
--------------------------------- ------------------------------
Its: Pres.
/s/ Xxxxxxx X. Xxxxx
---------------------------------
ALL AMERICAN SPORTS CORPORATION
/s/ Xxxxx X. Xxxxxx By: /s/ Xxx Xxxxxxxx
--------------------------------- ------------------------------
Its: VP/Operations
/s/ Xxxxxx X. Xxxxx
--------------------------------- ------------------------------
STATE OF OHIO
SS
LORAIN COUNTY
Before me, a notary public in and for said county and state, personally
appeared MMCA Development, LLC. by _____________________________________ its
________________________ who acknowledged that he did sign the foregoing
instrument and that the same is the free act and deed of said corporation and
the free act and deed of him personally and as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal
at________________________, Ohio this 5 day of Jan (1998.) 1999
/s/ Xxxxx Xxxxxxx
---------------------------------
. Notary Public
Com Xxx 0-00-00
XXXXX XX XXXX
XX
XXXXXX XXXXXX
Before me, a notary public in and for said county and state, personally
appeared All American Sports Corporation, by Xxx Xxxxxxxx its VP/Operations who
acknowledged that he did sign the foregoing instrument and that the same is the
free act and deed of said corporation and the free act and deed of him
personally and as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal at
Lorain Co., Ohio this 30th day of December, 1998.
/s/ Xxxxxx X. XxXxxxx
---------------------------------
Notary Public
XXXXXX X. XXXXXXX
Notary Public. State of Ohio
My Commission Expires 5-21-2000
GUARANTEE
WHEREAS, All American Sports Corporation is a wholly owned subsidiary
of Xxxxxxx Sports, Inc.; and
WHEREAS, MMCA Development, LLC. requires the guarantee of Xxxxxxx
Sports, Inc. as an inducement to enter into the lease attached hereto;
IT IS HEREBY AGREED AS FOLLOWS:
Xxxxxxx Sports, Inc. hereby does guarantee all of the obligations of
All American Sports Corporation under the terms and conditions of the lease
attached hereto, subject to the following:
In the event that Xxxxxxx Sports, Inc., during the term of said lease,
shall sell either the assets of All American Sports Corporation or the corporate
stock of A11 American Sports Corporation to another entity whose purpose shall
be carrying on and continuing the business of All American Sports Corporation
and which entity has the financial capability of doing so (as opposed to the
liquidation of the assets of All American Sports Corporation) and said entity
shall affirmatively, in writing, agree to be obligated upon the attached lease,
then the guarantee of Xxxxxxx Sports, Inc. shall thereafter be null and void.
XXXXXXX SPORTS, INC.
By: /s/ Xxxxx Xxxxxxxxxx
--------------------------
Its: EVP & CFO
EXHIBIT B
65000 SQ FT. Of plant area, building 300'-0" x 175' -0" x 20'-0" and
100'-0 x 125'-0" x20' -0", including (2) truck xxxxx,(]) elevated
dock,(3)large overheads, radiant heat, electric (Minimum 800 amp
service ),mechanical and sprinkler per code, 6" concrete floor,8'-0"
wainscote on (3) walls, and asphalt parking for (120) cars. Building to
be designed for future expansion off rear end wall. Building includes
(2) 1' 2'x35' laundry trenches. Paint booth and stacks to be by
Xxxxxxx/All American. Separate men and women's restrooms for plant
employees.
7000 SQ FT. of office space, building to be 35'-0" x 200'-0"x 14'-0"
including all interior finishes, electrical, mechanical, sprinkler and
HVAC systems. Office area to include separate men's and women's
restrooms for office employees (1) large conference room, break room
with kitchenette and (2) small meeting rooms. Office finishes include
commercial grade carpet, painted dry wall and drop in acoustical
ceilings.
NOTES
Comm'l carpet allowance ($18-20) per yd.
800 amp electrical service - 3 phase
110 volt drops @ each outer column & each interior column
(plant area)
Roof system plant area Xxxxxx MR24 (20 yr. Warranty)
Roof system office area Xxxxxx VSR (20 yr. Warranty)
Office electrical will be adequate circuits for computer use
(on clean lines)
Landscaping provided --$5000 allowance
Xxxxxxx\All American will be given opportunity @their expense
to install wiring for computer and phone system prior to
drywall installation
Kitchenette for Lunch Room
ADDITIONS
BY
Xxxxxxx/All American
Add lunch room in plant 400 SQ FT
Add factory office 150 SQ FT
Add helmet test room 200 SQ FT
Add overhead storage over factory restrooms, lunch room ,etc.
Add mail room in plant 150 SQ FT
Add walls to enclose buffing room, drying room, and separate
bag storage from balance of plant
Ridell/All American
(Xxxxxxx - per our conversation NBA
12/28/98 (initialed handwritten note)
ADDENDUM
THIS ADDENDUM, made and entered into this 1st day of Feb, 2000
is an Addendum to the Agreement to Build and Lease dated October 30,
1998 by and between MMCA Development, LLC. hereinafter referred to as
Lessor, and ALL AMERICAN SPORTS CORPORATION, hereinafter referred to as
"Lessee".
WITNESSETH:
WHEREAS, the parties hereto have entered into an Agreement to
Build and Lease (Lease) dated December 30, 1998 and;
WHEREAS, the parties hereto desire to amend said lease.
NOW, THEREFORE, in consideration of the mutual promises
contained, the parties hereto agree as follows:
1. Exhibit A attached hereto and made a part hereof describes
the premises which Lessor has leased, rented, let and demised to Lessee
pursuant to said Lease.
2. Paragraph 6 of said Lease is amended to read as follows:
"Lessee agrees to pay promptly and before they become
delinquent all taxes, general and special, imposed at any time
during the term of this lease upon or against the premises,
including the land and all improvements now or hereafter
thereon which may be lawfully assessed in the name of Lessor."
3. Lessor has incurred as additional costs of construction by
reason of change of the originally approved plans and specifications of
said Lease as requested by Lessee not reflected in the plans and
specifications as approved by lessee the sum of Two Hundred Sixty Six
Thousand Six Hundred Thirty Five and no/100 Dollars ($266,635.00) which
costs and changes include the sprinkler system. Lessee is entitled to
allowances as set forth Paragraph 4(B) of said
Lease for a net amount of One Hundred Sixty Six Thousand Six Hundred
Thirty Five and no/100 Dollars ($166,635.00) for said additional costs
of construction
In addition, Lessor has purchased equipment as set forth in
Exhibit B attached hereto for a total costs of Two Hundred Forty Five
Thousand Three Hundred Fourteen Dollars ($245,314.00). Lessee agrees to
lease said equipment from Lessor over the last one hundred seventy six
(176) months of the term of this lease at a monthly rental of Two
Thousand Six Hundred Sixty Three and 52/100 Dollars ($2,663.52). At the
expiration of said equipment lease. Lessee shall have the option to
purchase said equipment for the sum of One Dollar ($1.00).
Accordingly, the Lessee shall pay to Lessor the sum of Four
Thousand Four Hundred Seventy Three and 21/100 Dollars ($4,473.21) per
month in addition to the rental set forth is Paragraph 4(A) of the
Lease, or a total of Thirty One Thousand Six Hundred Forty Two and
21/100 Dollars ($31,642.21) for the last one hundred seventy six months
(176) of the term of said Lease.
IN WITNESS WHEREOF, the parties hereto have set their hands
the day and year first above written.
1N THE PRESENCE OF. MMCA DEVELOPMENT, LLC.
/s/ Xxxxx X. Xxxxxxx By: /s/
--------------------------------- ------------------------------
Its:
/s/ Xxx Xxxxxxxx
--------------------------------- ALL AMERICAN SPORTS
CORPORATION
/s/ Xxxxx X. Xxxxxxx
-------------------------------- By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Its: VP Finance
/s/ Xxx Xxxxxxxx
---------------------------------
EXHIBIT B
Paint system - new Elyria Facility
Air compressors/lines
New facility wiring/cabling/alarm system
Racks/shelving
Duct work/air hood unit
Laundry installation excluding machinery
Signs
