EXHIBIT 10.14
[This Agreement now between Xxxxxx Xxxxxx and Kingston Press, Inc., as
assignee of Raven Press, Inc.]
LEASE
THIS LEASE, made and entered into this 14th day of July, 1989, by and
between XXXXXX XXXXXX, hereinafter referred to as "LESSOR", and RAVEN
PRESS, INC., a Wisconsin corporation, of Sussex, Wisconsin, hereinafter
referred to as "LESSEE".
1. Lessor does hereby lease, rent and let unto the said Lessee the
industrial building located at X00 X00000 Xxxx Xxxxxx in the Sussex
Industrial Park, in the Village of Sussex, Waukesha county, Wisconsin, more
particularly described as follows:
Land and building of approximately 57,600 square feet of space
located and described on the attached Exhibit A, to hold for a term of five
(5) years beginning on the 1st day of September, 1989, and ending on the
31st day of August, 1994, unless extended or sooner terminated as
hereinafter provided. The building is located on the real estate more
particularly described as Xxx 0 xx Xxxxx 0 xx Xxxxxxxxx Xxxxxx Xxx Xx.
0000, recorded with the Waukesha County Register of Deeds as Document No.
1121332, Tax Key No. 242.008.
2. For and in consideration of the leasehold so rented, Lessee
shall pay to Lessor a base rent in the amount of $20,400.00, per month, due
and payable in advance on the first day of each month of the lease term.
Occupancy shall be given on the date of signing this lease, at which time
the rent for September, 1989, shall be due. No rent shall be payable for
the period from July 14 through August 31, 1989. The base monthly rental
of $20,400.00 shall be adjusted annually on the anniversary date of the
lease by the same percentage increase as the increase in the Milwaukee All
Urban Consumer Price Index for the Milwaukee Metropolitan area, with the
January, 1990, being the base year. In addition to this base rent, Lessee
agrees to pay each month one-twelfth (1/12) of any increase in real estate
taxes above the real estate taxes for the base year 1989. Such additional
payments for tax increases shall be made each month with the rent payments.
Written notice from Lessor shall show in reasonable detail the calculation
of any increase in taxes.
3. Lessee shall pay Lessor $20,400.00 upon the signing of this
Lease as a security deposit and not as any portion of the rent. Lessor
need not hold the security deposit in a separate trust fund. At the end of
the Lease term, the security deposit shall be returned to Lessee within ten
(10) days after Lessee vacates the premises in broom-clean condition, after
deducting the cost of any necessary repairs or extra-ordinary clean-up
expenses or unpaid obligations of Lessee.
4. Lessee will pay for all heat, gas, electric, water and sewer
service for the leased premises. Lessee will provide and pay for its own
telephone service. Lessor shall pay all real estate taxes on the premises,
(subject to Lessee's responsibilit as described in Paragraph 1). Personal
property taxes on Lessee's property, if any, shall be paid by Lessee, along
with all sales, use, excise, income and other taxes connected with Lessee's
operations. Lessor will pay all fire insurance premiums to cover insurance
for fire, premises liability and casualty relating to the premises.
5. Lessee may install its own removable partitions, equipment and
fixtures which may be removed by Lessee at the end of the term or any
renewal period, provided that upon vacating the premises' Lessee restores
the premises to the condition prior to installation. Lessee will be
responsible for maintenance of the interior of its leased premises and for
the truck docks on the leased premises.
The Lessor shall be responsible for the repair and the upkeep of the
exterior of the property, including all major structural components,
including roof repair and parking areas.
Responsibility for the upkeep of meters and piping providing utility
service to the property shall remain with the Lessor during the lease
terms.
The Lessee shall be responsible for maintaining the interior premises
keeping them in a clean and tenantable condition and responsible for
snowplowing, grass cutting and any other normal and routine exterior
maintenance.
6. Lessee will pay the said rent promptly to Lessor, at 0000 Xxxxx
000xx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, on the first day of each month
during the said term.
7. The premises herein leased and every part thereof shall, during
said term, be used only for Lessee's printing business purposes and no
other purpose without the consent of Lessor first had and obtained in
writing, such consent shall not unreasonably withheld by Lessor, and will
not use or keep in or about the said premises any article or thing which
would anywise affect the validity of the Standard Fire Insurance Policy of
the State of Wisconsin.
8. Lessee shall keep the said premises in as good repair the same
are in at the commencement of said term, reasonable use and wear thereof
and damage by accidental fire or other accidents, not happening through the
neglect of Lessee, only excepted. Lessee shall keep the said premises in a
clean and tenantable condition. Lessee shall have a right to maintain
signs on outer walls.
9. Lessee shall obey all lawful orders, rules and regulations of
the health officers, and all the health ordinances of Waukesha County and
the Village of Sussex.
10. In the event the leased premises shall be partially or totally
destroyed by fire or other casualty insurable under full standard extended
coverage insurance, as to become partially or totally untenantable, the
same shall be repaired as speedily as possible at the expense of Lessor,
and a just and proportionate part of the basic annual rent shall be abated
until so repaired. If area of destroyed is greater than 70% of the total
area of the premises, premises shall be deemed totally untenantable.
11. If the Lessee shall abandon or vacate said premises before the
expiration of said term, the Lessor shall be at liberty, at his option, to
relet the same and apply the money derived from such reletting to the rent
due or to become due on this Lease, and the Lessee shall remain liable for
any deficiency and agrees to pay the same.
12. For all purposes under this Lease, the parties hereto are
identified as follows:
Lessor: Xxxxxx Xxxxxx
0000 Xxxxx 000xx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Lessee: Raven Press, Inc.
X00 X00000 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxx 00000
Where formal notices are required, certified mail may be used in lieu
of personal service.
13. The Lessee agrees to purchase, maintain and carry, at all times
during the term of this Lease, public liability insurance with limits of
not less than $1,000,000, per occurrence, primary coverage, and a
$1,000,000 umbrella policy, in a policy approved by Lessor. The Lessee
will provide a Certificate of such insurance to Lessor.
Lessor and Lessee mutually waive any and all right of subrogation
which Lessor and Lessee, or their respective insurers, might have against
the other or against the other party's insurer as the result of any loss or
liability arising from the leasing, use or occupancy of the premises leased
under this Lease. Upon request, Lessor and Lessee agree to obtain such
Certificates from their respective insurance carriers as may be necessary
to effect the waivers recited in this paragraph.
14. At the end of the Lease term, Lessee shall have the right to
remove Lessee's fixtures which can be removed without substantial damage to
the premises. Any damage occasioned by the removal of said fixtures shall
be repaired by Lessee.
15. The Lessee shall keep the glass in the windows and doors in
good repair and whole.
16. The Lessee will repair all electric fixtures, plumbing
fixtures, heating and air conditioning equipment, and other mechanical
equipment on its leased premises.
17. Lessor shall hold Lessee harmless and defend Lessee against any
and all claims or liability for any injury or damage to any person in, on
or about the premises, when such injury or damage shall be caused by the
act, neglect, fault of or omission of any duty with respect to same by
Lessor, its agents, servants and employees. Lessee will indemnify Lessor
and save it harmless from and against any and all claims, actions, damages,
liability and expense in connection with loss of life, personal injury
and/or damage to property arising from or out of any occurrence, in, upon
or at the leased premises. In case Lessor shall, without fault on its
part, be made a party to any litigation commenced by or against Lessee,
then Lessee shall protect and hold Lessor harmless and shall pay all costs,
expenses and reasonable attorney fees incurred or paid by Lessor in
connection with such litigation. Lessee shall also pay all costs, expenses
and reasonable attorney fees that may be incurred or paid by Lessor in
enforcing the covenants and agreements of this Lease.
18. Lessee agrees within ten (10) days after request therefor by
Lessor to execute the recordable form and deliver to Lessor a statement, in
writing, certifying (a) that this Lease is in full force and effect, (b)
the date of commencement and termination of the term of this lease, (c)
that rent is paid currently without any off-set or defense thereto, (d) the
amount of rent, if any, paid in advance, and (e) that there are no uncured
defaults by lessor or stating those claimed by Lessee provided that, in
fact, such facts are accurate and ascertainable.
19. Lessee shall, in the event any proceedings are brought for the
foreclosure of or in the event of exercise of the power of sale under any
mortgage made by Lessor covering the leased premises, attorn to the
purchaser upon any such foreclosure or sale and recognize such purchaser as
the Lessor under this Lease.
20. Lessee agrees that this Lease shall, at the request of Lessor,
be subordinate to any first mortgages that may hereafter be placed upon
said premises and to any and all advances to be made thereunder, and to the
interest thereon, and all renewals, replacements and extensions thereof,
provided the mortgagee named in said mortgages shall agree to recognize the
lease of Lessee in the event of foreclosure if Lessee is not in default.
Lessee also agrees that any mortgagee may elect to have this Lease a prior
lien to its mortgage, and in the event of such election and upon
notification by such mortgagee to Lessee to that effect, this Lease shall
be deemed prior in lien to the said mortgage, whether this Lease is dated
prior to or subsequent to the date of said mortgage. Tenant agrees that,
upon the request of Landlord, any mortgagee, it shall execute whatever
instruments may be required to carry out the intention of this Paragraph
20.
21. Failure of Lessee to execute any of the above instruments
within fifteen (15) days upon written request so to do by Lessor shall
constitute a breach of this Lease, and Lessor may, at its option, cancel
this Lease and terminate Lessee's interest therein.
22. Lessee will not, directly or indirectly, permit the leased
premises to be occupied or used in whole or in part by any other person,
firm or corporation, and will not sublet the same nor any part thereof, nor
assign this lease without, in each case, first obtaining the written
consent of Lessor. Lessor agrees not to unreasonably withhold its consent
to any assignment or subletting or demised premises or any part thereof.
In the event such consent is given, Lessee shall remain liable to Lessor
for the payment of rent then due or to become due, and the performance of
all other obligations of Lessee hereunder for the balance of the lease
term.
Lessee may, at its expense, with Lessor's prior approval, modify or
alter the demised premises in order to accommodate the requirements of a
sublessee or assignee from Lessee. Such improvements so installed, not the
trade fixtures of the sublessee or assignee, shall be subject to all of the
conditions in favor of Lessor as set out in the Lease.
23. Lessee shall not commit or suffer to be committed a waste upon
the leased premises or any nuisance or other act thing which may disturb
the quiet enjoyment of any other tenant in the building in which the leased
remises may be located.
24. In the event of any failure of Lessee to pay any rent or other
charges due hereunder within ten (10) days after the same shall be due, or
any failure to perform any other of the terms, conditions or covenants of
this Lease to be observed or performed by Lessee for more than thirty (30)
days after written notice of such default shall have been mailed to Lessee,
or Lessee shall abandon said premises or permit this Lease to be taken
under any writ of execution, then Lessor, besides other rights or remedies
it may have, shall have the right to declare this lease terminated and the
term ended and/or shall have the immediate right of re-entry and may remove
all persons and property from the leased premises, and such property may
removed and stored in a public warehouse or elsewhere at the cost of, and
for the account of, Lessee, without evidence of notice or resort to legal
process and without being deemed guilty of trespass, or becoming liable for
any loss or damage which may be occasioned thereby.
25. Should Lessor elect to re-enter, as herein provided, or should
it take possession pursuant to legal proceedings or pursuant to any notice
provided by law, it may either terminate this Lease or it may, from time to
time, without terminating this Lease, make such alterations and repairs as
may be necessary in order to relet the premises, and relet said premises,
or any part thereof, for such term or terms (which may be for a term
extending beyond the term of this lease), and at such rental or rentals and
upon such other terms and conditions as Lessor, in its sole discretion, may
deem advisable. Upon such reletting all rentals and other sums received by
Lessor from such reletting shall be applied, first, to the payment of any
indebtedness other than rent due hereunder from Lessee to Lessor; second,
to the payment of any costs and expenses of such reletting, including
reasonable brokerage fees and attorney's fees and of costs of such
alterations and repairs; third, to the payment of rent and other charges
due and unpaid hereunder; and the residue, if any, shall be held by Lessor
and applied in payment of future rent as the same may become due and
payable hereunder. If such rentals and other sums received from such
reletting during any month be less than that to be paid during that month
by Lessee hereunder, Lessee shall pay such deficiency to Lessor. Such
deficiency shall be calculated and paid monthly. No such re-entry or
taking possession of said premises by Lessor shall be construed as an
election on its part to terminate this Lease unless a written notice of
such intention be given to Lessee or unless the termination thereof be
decreed by a court of competent jurisdiction. Notwithstanding any such
reletting without termination, Lessor may at any time hereafter elect to
terminate this Lease for such previous breach. Should Lessor at any time
terminate this Lease for any breach, in addition to any other remedies it
may have, it may recover from Lessee all damages it may incur by reason of
such breach, including the cost of recovering the leased premises,
reasonable attorney fees and including the worth at the time of such
termination of the excess, if any, of the amount of rent and charges
equivalent to rent reserved in this Lease for the remainder of the stated
term over the then reasonable rental value of the leased premises for the
remainder of the stated term, all of which amounts shall be
immediately due and payable from Lessee to Lessor.
26. In case suit shall be brought for recovery possession of the
leased premises, for the recovery of rent or any other amount due under the
provisions of this Lease, or because of the breach of any other covenant
herein contained on the part of the parties to be kept performed, and a
breach shall be established, the prevailing party shall be entitled to
their expenses incurred therefor, including a reasonable attorney fee.
27. Neither this Lease, nor any interest therein, nor any estate
thereby created, shall pass to any trustee or receiver or assignee for the
benefit of creditors or otherwise by operatiion of law.
28. In the event the leasehold created hereby shall be taken in
execution or by other process of law, or if Lessee shall be adjudicated
insolvent or bankrupt pursuant to the provisions of any state or federal
insolvency or bankruptcy act, or if a receiver or trustee of the property
of Lessee shall be appointed by reason of Lessee's insolvency or inability
to pay its debts, or if any assignment shall be made of Lessee's property
for the benefit of creditors, then and in any such event, Lessor may, at
its option, terminate this Lease and all rights of Lessee hereunder by
giving to Lessee notice in writing of the election of Lessor to so
terminate.
29. Lessee shall not cause or give cause for the institution of
legal proceedings seeking to have Lessee adjudicated bankrupt, reorganized
or rearranged under the bankruptcy laws of the United States, and shall not
cause or give cause for the appointment of a trustee or receiver for
Lessee's assets, and shall not make any assignment for the benefit of
creditors or become or be adjudicated insolvent. The allowance of any
petition under the bankruptcy law or the appointment of a trustee or
receiver of Lessee or its assets shall be conclusive evidence that Lessee
caused, or gave cause therefor, unless such allowance of the petition, or
the appointment of a trustee or receiver, is vacated within thirty (30)
days after such allowance or appointment. Any act described in this
paragraph shall be deemed a material breach of Lessee's obligation
hereunder, and upon such breach of Lessee, Lessor may, at its option, and
in addition to any other remedy available to lessor, terminate this Lease
and all rights of Lessee hereunder, by giving to Lessee notice in writing
of the election of Lessor to so terminate.
30. Lessor or Lessor's agent shall, on prior notice, have the right
to enter the leased premises at all reasonable times to examine the same,
and to show them to prospective purchasers or mortgagees of the building,
and to make such repairs, alterations, improvements or additions as Lessor
may deem necessary or desirable, and Lessor shall be allowed to take all
material into and upon said premises that may be required therefor without
the same constituting an eviction of Lessee in whole or in part, and the
rent reserved shall in no wise xxxxx while said repairs, alterations,
improvements, or additions are being made by reason of loss or interruption
of business of Lessee or otherwise, unless such presence by Lessor for
repairs or alterations renders the premises totally untenantable as defined
above in Paragraph 25. During the ninety (90) days prior to the expiration
of the term of this Lease or any renewal term, Lessor may exhibit the
premises to prospective tenants and place upon the premises the usual
notice "To Let" and "For Rent" which notices Lessee shall permit to remain
thereon without molestation, unless Lessee gives Lessor prior notice of its
intent to extend or renew this Lease or to exercise its Option to Purchase.
31. Lessee shall be responsible for and shall pay, before
delinquency, all municipal, county, state and federal taxes assessed during
the term of this Lease against any leasehold interest or personal property
of any kind, owned by or placed in, upon or about the leased premises by
Lessee.
33. Lessee shall give immediate notice to Lessor in case of fire or
accidents in the leased premises or in the building of which the premises
are a part, or of defects therein or in any fixtures or equipment.
34. Any holding over after the expiration of the term hereof, with
the consent of Lessor, shall be construed to be a tenancy from month to
month at the rents herein specified (prorated on a monthly basis) and shall
otherwise be on the terms and conditions herein specified, so far as
applicable.
35. All rights and liabilities herein given to, or imposed upon,
the respective parties hereto, shall extend to and bind the several
respective heirs, successors and assigns.
36. Incorporated herein and made a part hereof is a Guaranty of this
lease by Raven Press, Inc. and Woodhill Press, Inc.
37. Upon payment by Lessee of the rents herein provided, and upon
the observance and performance of all the covenants, terms and conditions
on Lessee's part to be observed and performed, Lessee shall peaceably and
quietly hold and enjoy the leased premises for the term hereby demised, and
any extension thereof, without hindrance or interruption by Lessor or any
other person or persons lawfully or equitably claiming by, through or under
Lessor, subject, nevertheless, to the terms and conditions or this Lease.
38. One or more waivers of any covenant or condition by Lessor
shall not be construed as a waiver of a subsequent breach of the same
covenant or condition, and the consent or approval by Lessor to or of any
act by Lessee requiring Lessor's consent or approval shall not be deemed to
render unnecessary Lessor's consent or approval to or of any subsequent
similar act by Lessee. No breach of a covenant or condition of this Lease
shall be deemed to have been waived by Lessor, unless such waiver be in
writing signed by Lessor.
39. This lease, the Guaranty, the Exhibits and the Option of the
same date, set forth all the covenants, promises, agreements, conditions
and understandings between Lessor and Lessee concerning the leased
premises and there are no covenants, promises, agreements, conditions or
understandings, either oral or written, between them other than are herein
set forth. No
alteration, amendment, change or addition to this Lease or option shall be
binding upon Lessor or Lessee unless reduced to writing and signed by each
party.
40. Any amount due from Lessee to Lessor hereunder which is not
paid when due shall bear interest at the highest legal rate from the date
due until paid, unless otherwise specifically provided herein, but the
payment of such interest shall not excuse or cure the default by Lessee
under this Lease.
41. Extension of Lease Term. Lessee shall have the right and
option to extend this Lease for one (1) additional term of five (5) years
by giving Lessor written notice of such extension at least 180 days prior
to the end of the original lease term or the first extension term, as the
case may be. During any extension term, all the terms of the original
Lease shall apply.
And the Lessee expressly agrees to quit and deliver up said premises
to the Lessor peaceably and quietly at the end of said term, and deliver
the keys to the Lessor.
This Lease shall be governed by the laws of the State of Wisconsin
and shall be binding upon the parties hereto and upon their successors,
personal representatives and assigns.
IN WITNESS WHEREOF, the said parties have hereunto, interchangeably,
set their hands and seals the day and year first above written.
XXXXXX XXXXXX (Lessor) RAVEN PRESS, INC. (Lessee)
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxx Xxxxxx
Xxxxxx Xxxxxx Xxxx Xxxxxx, President
Attest:
Xxxxxx Xxxxx, Secretary
EXHIBIT A
Legal Description of Leased Premises
Xxx 0, Xxxxx 0, xx Xxxxxxxxx Xxxxxx Xxx Xx. 0000, recorded in Volume 29 of
Certified Survey Maps on pages 141, 142, and 143, as Document No. 1121332,
being a part of the Northwest 1/4 of Section 25, Town 8 North, Range 00
Xxxx, Xxxxxxx xx Xxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxxx.
