EXHIBIT 10.2
LEASE
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This Lease made and entered into as of this 17th day of June, 1994, by and
between Caterpillar Inc., a Delaware corporation, (hereinafter referred to as
"Lessor"), and Roll & Hold Warehousing & Distribution Corp., an Illinois
corporation (hereinafter referred to as "Lessee").
WITNESSETH:
1. PREMISES - Lessor, for and in consideration of the rent and covenants,
conditions and agreements hereinafter described to be kept and performed by
Lessee, does hereby rent, demise and lease to Lessee, and Lessee does
hereby rent and lease from Lessor, 15,000 square feet commencing June 27,
1994, and an additional 15,000 square feet commencing August 1, 1994, in a
building known as Unit 3 in the Caterpillar Davenport Plant in Xxxxx
County, Iowa, being more particularly shown on Exhibit "A" attached hereto
and incorporated herein by reference (the "Minimum Space"). Lessee shall
also have the option of renting the additional space shown on Exhibit A
(the "Additional Space"). Such Additional Space may be rented in increments
of not less than 2,000 square feet, and shall not exceed in the aggregate
12,000 square feet. The Minimum Space and the Additional Space are
hereinafter referred to as the "Premises". Lessee shall have access rights
to the Premises as shown on Exhibit B and the non-exclusive use of the
parking lot designated on Exhibit B for parking of Lessee's employees'
personal vehicles only.
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2. TERM - The term of the Lease shall commence on the date shown first above
and shall continue until terminated by either party upon sixty (60) days'
written notice to the other party.
3. RENT - Rent on the Minimum Space shall be $6,375 for the period June 27,
1994 through July 31, 1994 and $11,250 for each monthly period thereafter
commencing on the 1st day of each month. Each installment of rent shall be
paid in advance on the 1st day of each month at the offices of the Lessor
shown in Section 20.
Rent for Additional Space shall be paid at the rate of $0.375 per square
foot per month in advance on the basis of the measurement made by
representatives of the Lessor and Lessee on the date that such Additional
Space is first utilized by Lessor. Payment for Additional Space shall be
made by Lessee within five days of Lessee's receipt of an invoice from
Lessor.
4. USE OF PREMISES - Premises are to be used by Lessee as a general warehouse
facility with 24-hour access. Any change in use will be only with the
consent of Lessor, which consent shall not be unreasonably withheld,
conditioned or delayed. Lessee shall not handle or store any toxic or
hazardous materials.
The Lessee shall have exclusive use of the 25 ton crane, identified as
#20HC1002, located in the area shown on Exhibit A. Lessee may modify the
controls on the crane at its own expense but shall
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return it to its present condition at the termination of the term hereof.
Inspection and routine maintenance as well as repair of any damage caused
by Lessee is the responsibility of Lessee. At the end of the term
hereof, Lessee shall return the crane to the condition in which it was in
at the beginning of the term, ordinary wear and tear excepted.
Lessee hereby agrees to defend, indemnify and hold harmless Lessor from and
against any and all claims and demands of any nature arising out of (i) its
failure to warn, instruct or train employees in the operation of the crane
or (ii) use of the crane in any manner whatsoever.
Lessee shall comply, at the cost and expense of Lessee, with any and all
ordinances, statutes or other laws relating to Lessee's use of the
Premises, and will observe and comply with requests of fire insurance
companies respecting the use of the Premises.
Lessee shall not perform any activity on the Premises which will violate
any environmental laws or regulations. Lessee shall defend, indemnify and
hold harmless Lessor from and against all claims and demands of any nature
which are a result of (i) Lessee's or Lessee's employees', agents' or
invitees' violation of such environmental laws or regulations; (ii) any
environmental contamination caused by Lessee, its employees, agents or
invitees; or (iii) Lessee's occupancy of the Premises.
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Lessor represents and warrants to the best of its knowledge that the
Premises are free from environmental contamination from hazardous wastes
and toxic substances, as such terms are defined in applicable federal,
state or local laws and regulations and are in compliance with all
applicable federal, state and local laws and regulations. Lessor shall
defend, indemnify and hold harmless Lessee from and against all claims and
demands of any nature which are a result of (i) the violation of such
environmental laws or regulations by Lessor or Lessor's employees, agents
or invitees, or (ii) environmental contamination in existence on or about
the Premises prior to Lessee's occupancy of the Premises.
Lessee's employees, agents and invitees shall remain within the Premises.
5. ALTERATIONS, IMPROVEMENTS AND SIGNS - During the term of the Lease, Lessee
at its sole expense may, with the prior consent of Lessor, make non-
structural alterations and improvements to the Premises for use by Lessee
as provided herein, including but not limited to, installation of signs,
equipment, fixtures, partitions and shelving. Lessor's consent shall not be
unreasonably withheld, conditioned or delayed.
With Lessor's prior consent, Lessee shall be entitled to post signs at the
entrance to the Caterpillar Plant and at other locations in the
Caterpillar Plant for purposes of directing traffic to the Premises.
Lessor's consent shall not be unreasonably withheld, conditioned or
delayed.
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Upon termination of this Lease, Lessee shall remove all items installed by
Lessee during the term of this Lease and restore the Premises to as good a
condition as existed at the commencement of the term, ordinary wear and
tear excepted. Improvements to the Premises made by Lessee and other
property of Lessee left in place with the consent of Lessor become the
property of Lessor.
If Lessee has not removed its improvements (except as Lessor has
otherwise agreed), at the termination of this Lease, Lessor may remove them
and all charges therefor will be paid immediately by Lessee.
6. HEAT AND UTILITIES - Lessor represents that all existing utilities,
including, without limitation, heating, ventilation and air conditioning
systems, lights, electrical service, water, sewer service, gas lines and
telephone service are in good condition and repair at the commencement of
the term. The existing heating equipment shall be capable of providing a
minimum 60-degree interior environment during winter months.
Lessor shall supply utility connections to the Premises, including, without
limitation, gas, electricity, heat, water, telephone and sanitary sewer.
Lessor shall pay, when due and payable, all bills for gas, electricity,
heat, water and sanitary sewer supplied to or for the Premises for the use
of Lessee during the term of this Lease.
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7. TAXES, INSURANCE, AND SNOW REMOVAL
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a. Taxes - Lessor shall pay when due all real estate taxes levied against
the property which includes the Premises. Lessee will be responsible to
Lessor for any increase in taxes resulting solely from improvements made
by Lessee.
Lessee shall pay when due all personal property taxes assessed against
property, owned by or placed in, upon or about the Premises by Lessee.
b. Insurance - Lessee at its expense shall procure and maintain during the
Lease term:
i) casualty insurance on improvements and personal property of Lessee
on the Premises including, without limitation, fire, extended
coverage and all-risk hazard insurance.
ii) commercial general liability insurance covering bodily injury and
property damage arising out of Lessee's occupancy and use of the
Premises, in minimum limits of $1,000,000 each occurrence.
iii) Xxxxxxx'x Compensation and employer's liability insurance coverage
for all employees of Lessee employed on or about the Premises or
shall be a qualified self-insurer, as required by the laws of the
State of Iowa.
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Upon request, Lessee shall provide to Lessor certificates evidencing
the existence of said coverages and providing that Lessor shall
receive not less than ten (10) days prior notice of any change in or
cancellation of the policies or coverage hereunder.
c. Snow-Removal - Lessor shall be responsible for snow removal from the
outside dock areas of the Premises as required for its use. Lessor
shall be responsible for reasonably prompt snow removal for access to
Unit 3, the automobile parking lot and the perimeter of Unit 3 to
allow for access for emergency vehicles.
8. REPAIRS AND MAINTENANCE - Lessor, at its expense, shall maintain the roof,
foundations and exterior walls of Unit 3 in good repair. The term "walls"
as used herein shall include windows, glass, doors and office entries. The
term "roof" as used herein shall include skylights, smoke hatches and roof
vents. Lessor, at its expense, shall also maintain and repair all parking
areas, driveways, and all building equipment located on or in the Premises
including, but not limited to, fire sprinkler systems, sanitary and storm
sewer lines, utility services, exterior lighting, heating, ventilation and
air conditioning systems, and truck doors. The Lessee shall be responsible
at its expense to maintain and repair the building installations not
otherwise specifically identified as Lessor's responsibility within the
Premises. The Lessee shall maintain and repair lighting fixtures and lamps,
water connections and fixtures, floor cover, etc.
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Lessee shall maintain and repair the improvements installed by Lessee.
Lessee, at its expense, shall clean the Premises and arrange for regular
removal from Caterpillar's Xxxxxxxxx Plant of its trash and debris. Lessee
shall repair any damage to the Premises caused by Lessee.
9. ACCESS BY LESSOR - Upon reasonable notice, except in emergencies where no
such notice shall be required, Lessor's representatives shall have the
right to enter the Premises to inspect the same, and to perform such work
as may be permitted or required hereunder, to make repairs or alterations,
to deal with emergencies, to post such notices as may be permitted or
required by law to prevent the perfection of liens against Lessor's
interest in the Premises or to exhibit the Premises to prospective tenants,
purchasers, or others, or for any other purposes Lessor may deem necessary
or desirable; provided, however, that Lessor shall not unreasonably
interfere with Lessee's operations. Lessee shall not be entitled to any
abatement of rent by reason of the exercise of any such right of entry.
Lessee shall give notice to Lessor at least thirty (30) days prior to
vacating the Premises and shall meet with Lessor for a joint inspection of
the Premises at the time of vacating.
10. INDEMNIFICATION - Lessee hereby agrees to defend, indemnify and hold
harmless Lessor, its officers, employees and agents, from and against all
claims and demands of any nature whatsoever arising out of the injury to or
death of any person or damage to property, to the extent caused by the
acts or omissions of Lessee, its employees, agents, guests, licensees or
invitees during the term of
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this Lease or resulting from possession or use of the Premises by Lessee.
Lessor hereby agrees to defend, indemnify and hold harmless Lessee, its
officers, employees and agents, from and against all claims and demands of
any nature whatsoever arising out of the injury to or death of any person
or damage to property, to the extent caused by the acts or omissions of
Lessor, its employees, agents, guests, licensees or invitees during the
term of this Lease, or resulting from Lessor's ownership of the Premises.
11. LOSS OR DESTRUCTION OF PREMISES - In the event that the Premises are
damaged by fire or other casualty or taken by condemnation of public
authority in such a way that the Premises are rendered partially or
substantially unsuitable to Lessee for the carrying out of its business,
and if Lessor does not restore the Premises within thirty (30) days
following any such casualty or taking, then either party shall have the
option of terminating this Lease. To the extent that the Premises become
untenantable, rent shall be abated.
12. LESSEE SHALL DISCHARGE ALL LIENS - Lessee shall promptly pay all its
contractors and materialmen. Should any lien be filed against the Premises
or Lessor as a result of Lessee's act or forbearance, Lessee shall promptly
furnish Lessor security in an amount sufficient to protect Lessor from loss
or make provisions for discharge of the lien within five (5) days after
written request by Lessor.
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13. DEFAULT BY LESSEE, RIGHTS AND REMEDIES - If (i) default is made in the
payment of rent at the times herein stated, (ii) Lessee shall fail to
perform any of the convenants, conditions and agreements contained in this
Lease and such default continues for fifteen (15) days after written notice
thereof by Lessor to Lessee or, (iii) such performance is not reasonably
capable of being completed within fifteen (15) days after such notice and
Lessee has not commenced to cure such default and is not diligently
attempting to cure such default, then Lessor, or its legal representative,
shall have all rights and remedies at Law or in equity to evict Lessee and
retake possession with or without court order and without in any way
prejudicing Lessor from exercising any and all rights, remedies or causes
of action which it may have, including the right to receive and collect the
balance of rent or any other sums which may be due under this Lease. All
remedies of Lessor are cumulative and the selection of one remedy shall not
be deemed a waiver of any other.
If Lessee shall make any assignment for the benefit of creditors, file a
petition in any court for insolvency proceedings of any kind, or have a
petition filed against it for insolvency proceedings in any court, this
Lease shall automatically terminate and Lessor shall have the rights
provided for herein in the event of default.
14. WAIVER - The waiver by Lessor of breach of any term, covenant, condition or
agreement herein contained shall not be deemed to be a
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waiver of any subsequent breach of the same or any other term, covenant,
covenant, condition or agreement.
15. ASSIGNMENT OR SUBLETTING - Lessee shall not assign this Lease or sublease
all or any portion of the Premises without the written consent of Lessor,
which consent shall not be unreasonably withheld, conditioned or delayed.
16. SUBORDINATION - This Lease and all the rights of Lessee hereunder are and
shall be subject and subordinate at all times to the lien or liens of any
mortgages placed on the Premises or the Caterpillar Xxxxxxxxx Plant, either
prior or subsequent to the date hereof. Lessee shall execute and deliver
upon demand such further instrument or instruments evidencing such
subordination of this lease as may be requested by any mortgagee or
proposed mortgagee.
17. WASTE OR NUISANCE - Lessee shall not commit or suffer to be committed any
waste upon the Premises or any nuisance or other act or thing which may
disturb the quiet enjoyment of another tenant in Unit 3.
18. QUIET ENJOYMENT - As long as Lessee is not in default under the terms of
this Lease, Lessee shall at all times during the term hereof have the
peaceable and quite enjoyment, possession, occupancy and use of the
Premises.
19. BROKERS - Lessor and Lessee each represent that it has not dealt with any
broker in connection with the negotiation, execution, or
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delivery of this Lease, except for the Binswanger Company, for whose
commission Lessor is solely responsible. Each party shall defend, indemnify
and hold harmless the other party from and against any claims or demands
for brokerage commissions or finder's fees alleged to arise from the acts
of that party.
20. NOTICE - Any notice or other communication provided for in this Lease shall
be given by certified mail or telefax to the other party at the address
specified below unless a party has changed its address by notice given
pursuant to this section:
Lessor: Caterpillar Inc.
000 X.X. Xxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attention: Manager of Real Estate
Lessee: Roll & Hold Warehousing & Distribution Corp.
000 Xxxxxxxxxxx Xxxxxx
Xxxx, Xxxxxxx 00000
Attention: Mr. W. Xxxx Xxxxxxx
21. SUCCESSORS - All rights, liabilities, and covenants herein contained, given
to or imposed upon the parties hereto shall extend to and bind their
successors and assigns.
22. PARTIAL INVALIDITY - The provisions of this Lease shall be severable and
the invalidity or unenforceability of any provision
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shall not affect the validity or enforceability of the remaining
provisions.
23. GOVERNING LAW - This lease or any term hereof shall be construed according
to the laws of the State of Iowa.
24. SURVIVAL OF PROVISIONS - Sections 4, 10, 12, 13, and 19 hereof shall
survive termination of this Lease.
IN WITNESS WHEREOF, the parties have caused this Lease to be executed on the day
and year first above written.
CATERPILLAR INC., Lessor ROLL & HOLD WAREHOUSING &
DISTRIBUTION CORP., Lessee
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxx
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Title: Vice President Title: CFO
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