<PAGE>
EXHIBIT 10.2
OFFICE BUILDING LEASE
at
1808 WEST END AVENUE
Nashville, Tennessee
between
KATHRYN ANN PROPERTIES, G.P.
Landlord
and
CAPITAL BANK & TRUST COMPANY
Tenant
SUITE: #600
COMMENCEMENT DATE:
May 1, 2005
EXPIRATION DATE:
January 31, 2009
<PAGE>
INDEX
<TABLE>
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PAGE
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<C>
1. LEASE DATA AND
EXHIBITS............................................ 1
2.
PREMISES...........................................................
2
3. COMMENCEMENT AND
EXPIRATION DATES.................................. 2
4.
RENT...............................................................
3
5. SECURITY
DEPOSIT...................................................
3
6.
USES...............................................................
3
7. SERVICES AND
UTILITIES............................................. 3
8. COST OF SERVICES AND
UTILITIES..................................... 5
9. REAL PROPERTY
TAXES................................................ 8
10.
IMPROVEMENTS.......................................................
8
11. CARE OF
PREMISES...................................................
8
12. ACCEPTANCE OF
PREMISES............................................. 9
13. SPECIAL
IMPROVEMENTS...............................................
9
14.
ACCESS.............................................................
9
15. DAMAGE OR
DESTRUCTION..............................................
10
16. WAIVER OF
SUBROGATION..............................................
11
17. INDEMNIFICATION AND
LIABILITY INSURANCE............................ 12
18. ASSIGNMENT AND
SUBLETTING.......................................... 13
19.
ADVERTISING........................................................
14
20. LIENS AND
INSOLVENCY...............................................
14
21.
DEFAULTS...........................................................
14
22.
PRIORITY...........................................................
15
23. SURRENDER OF
POSSESSION............................................ 15
24. REMOVAL OF
PROPERTY................................................
15
25.
NON-WAIVER.........................................................
16
26.
HOLDOVER...........................................................
16
27.
CONDEMNATION.......................................................
16
28.
NOTICES............................................................
17
29. COSTS AND ATTORNEYS
FEES........................................... 17
30. LANDLORD'S
LIABILITY...............................................
17
31. ESTOPPEL
CERTIFICATES..............................................
18
32. TRANSFER OF LANDLORD'S
INTEREST.................................... 18
33. RIGHT TO
PERFORM...................................................
18
34. SUBSTITUTED
PREMISES...............................................
19
35.
GENERAL............................................................
19
36. LANDLORD'S REPRESENTATIONS,
WARRANTIES AND COVENANTS............... 22
37. LANDLORD'S
DEFAULT.................................................
22
38. LIMITATION OF FINANCIAL
SERVICES TENANTS........................... 23
39. NONDISCRIMINATION AGAINST
TENANT................................... 23
40. FDIC
REQUIREMENTS..................................................
23
</TABLE>
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<PAGE>
LEASE AGREEMENT
1808 WEST END AVENUE
THIS LEASE AGREEMENT ("Lease") made this
___ day of February, 2005, between
KATHRYN ANN PROPERTIES, G.P., a Tennessee
general partnership ("Landlord"), and
CAPITAL BANK & TRUST COMPANY, a
Tennessee _______________ ("Tenant").
As parties hereto, Landlord and Tenant
agree that the following terms as used
herein shall have the meanings provided in
this Section 1, unless otherwise
specifically modified by provisions of this
Lease:
1. LEASE DATA AND
EXHIBITS.
1.1
Office Building.
(Building), known as the 1808 West End Office
Building situated at 1805 West End Avenue, Nashville,
Tennessee,
37203 ("Land"); consisting of a multi-story office building,
containing a total of approximately 99,525 rentable square
feet.
1.2
Premises.
Consisting of that area of the Building on the sixth floor
and known as Suite 600 as outlined in Exhibit B.
1.3
Agreed Areas. As
used in this Lease, Landlord and Tenant agree to
the following areas and percentage:
<TABLE>
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<C>
Total rentable area of the Building -
99,525 s.f.
Area of Tenant's Premises.
8029 s.f.
Tenant prorated share of common area
1,044 s.f.
Tenant total rentable area -
9,073 s.f.
Tenant percentage of the Building
9.12 %
</TABLE>
1.4
Leasehold-
Improvements. Landlord shall provide improvements to the
space in
accordance with Exhibit D of this Lease Agreement.
1.5
Lease
Commencement Date. May 1, 2005 or - upon substantial
completion of the Leasehold improvements, whichever occurs
first
("Commencement Date").
1.6
Expiration Date.
Forty Five (45) months after the Commencement Date
("Expiration Date"), estimated to be on or around January 31,
2009.
1.7
Base Rent. The
Base Rent for the Premises shall be $14.50 per
rentable square foot per year or $10,963.21 per month from the
Commencement Date through the Expiration Date.
1.8
Notices and
Payment Address:
<PAGE>
Tenant:
CAPITAL BANK & TRUST COMPANY
1820 West End Avenue
Nashville, Tennessee 37203
With Copy To:
Small, Soper & Oakley, P.C.
One Burton Hills Boulevard, Suite 330
Nashville, Tennessee 37215
ATTN: Daniel W. Small, Esq.
Facsimile No. (615) 252-6001
Landlord:
KATHRYN ANN PROPERTIES, G.P.
C/O ProVenture Commercial Real Estate
750 Old Hickory Boulevard, Suite 230
Brentwood, Tennessee 37027
Phone: (615) 377-0909
Fax: (615) 377-6921
1.9
Exhibits: The
following exhibits and riders are made a part of this
Lease:
Exhibit A - Legal Description
Exhibit B - Floor Plan of Premises
Exhibit C - Rules & Regulations
Exhibit D - Agreement Regarding Tenant improvements
2. PREMISES. Landlord
does hereby lease to Tenant, and Tenant does hereby
lease from
Landlord, upon the terms and conditions herein set forth, the
Premises
described in Section 1.2 hereof and as more particularly shown
on
Exhibit B
attached hereto and incorporated herein. In addition, Tenant
shall
have, as appurtenant to the Premises and subject to the rules
and
regulations of Landlord, the right to use the common areas of the
building
in common
with other tenants, such areas to include lobbies, stairways,
elevators,
lavatories, hallways, sidewalks and parking areas.
3. COMMENCEMENT AND
EXPIRATION DATES.
3.1
Lease
Commencement Date. The Lease Commencement Date shall be the
date specified in Section 1.5.
3.2
Expiration Date.
The Lease shall expire on the date specified in
Section 1.6.
3.3
Acceptance.
Tenant accepts the Premises in "as is" condition,
subject to all laws and regulations without representation by
Landlord as to condition; except as expressly outlined in Exhibit
D
and as further specified or required herein, and as follows:
3.3.1 Landlord will be responsible for the installation of its
existing spare twenty-five (25) ton HVAC unit on the sixth
floor of the Building, for the benefit of the Tenant.
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<PAGE>
3.3.2 Landlord will be responsible for the cost of renovation of
the
Premises associated with introduction of the required fresh
air to the Premises.
4. RENT. Tenant shall pay
Landlord the rental stated in Section 1.7 hereof
("Base
Rent") and Additional Rent as provided in Sections 8 and 9 and
-any
other
additional -payments under this Lease upon demand, deduction or
offset,
payable in lawful money in the United States in advance on or
before the
first day of each month to Landlord at the address noted in
Section
1.8 hereof, or to such other party or at such other place as
Landlord
may hereafter from time to time designate in writing. Rent for
any
partial month at the beginning or end of the Lease term shall
be
prorated.
Should any provision of this Lease provide for an abatement in
the
payment of Rent by Tenant, it is understood that said provision
shall
also be
applicable to the Tenant's obligation for payment of future
Additional
Rent, from the effective date of said Rent Abatement until the
such time
as the Tenant's obligation for payment of Rent resumes.
5. SECURITY DEPOSIT.
THIS-PROVISION HAS BEEN INTENTIONALLY OMITTED.
6. USES. The Premises are
to be used only for general office, banking and
financial
services purpose ("Permitted Used"); and -for no other business
or other
purposes without the written consent of Landlord. No act shall
be-done in
or about the Premises that is unlawful or that will increase
the
existing rate of insurance-on the Building. Tenant shall not commit
or
allow to
be committed any waste upon the Premises or the Building, or
any
public or
private nuisance or other act or thing which disturbs the quiet
enjoyment
of any other tenant in the Building. Tenant shall not, without
the-written consent of Landlord, use any apparatus, machinery or
device in
or about
the Premises which- will cause any substantial noise or
-vibration. If any of Tenant's Office machines and equipment
should
disturb
the quiet enjoyment of any other Tenant- in the Building, then
Tenant
shall provide adequate insulation, or take such other action as
may
be
necessary to eliminate the disturbance Tenant shall comply with
all
laws
relating to its use or occupancy of the Premises and shall
observe-such reasonable rules and regulations as may be adopted and
made
available
to Tenant by Landlord from time to time for the safety, care
and
cleanliness of the Premises and/or the Building, and-for the
preservation
of good
order-therein. Tenant shall not, nor shall Tenant-allow or
cause
any other
person to,. bring onto the Premises, or store, release or
discharge-
within the Building or on `the Premises any hazardous
substances, as such term is given its broadest meaning under
state
and-federal laws.
7. SERVICES AND
UTILITIES.
7.1
Duty of
Landlord. Landlord shall maintain or cause to be maintained
the
Premises and the public and common areas of the Building, such
as lobbies, elevators, stairs, corridors, and restrooms, in
reasonably good order and condition except for damage occasioned
by
any act or omission of Tenant, or Tenant's guests, employees,
or
customers, the repair of which damage shall be paid for
by-Tenant,
except to the extent covered by the proceeds of Tenant's
insurance
payable directly to Landlord.
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<PAGE>
7.2 Hours of Service. From
7:00a.m. to 6:00 p.m. on weekdays ("Normal Business
Hours")
and 7:00 a.m. to 12:00 p.m. on Saturday ("Saturday Morning")
(excluding
Christmas Day, Thanksgiving Day, New Year's Day, July 4ih and
any other
holiday which may be chosen at owner's discretion), Landlord
shall
furnish the Premises with -electricity for lighting and operation
of
low power
Usage of the machines, including normal business - equipment,
facsimile
machine, dishwasher, refrigerator, l6e maker and microwave
oven,
water and
elevator service, and shall provide heat and- air-conditioning
during
said hours to ensure proper heat and cooling of the Premises.
7.3 Additional Services. During
all other hours, Landlord shall furnish such
service
except for heat and air-conditioning If requested by Tenant,
the
Landlord
shall furnish heat and air conditioning at times other than
Normal
Business Hours and Saturday Mornings and the cost of such
services
shall be
at the rate of Fifteen and 00/1 00 ($ 15.00) dollars per hour
and
(as
established by Landlord) shall be paid by Tenant as additional
payment,
payable as provided-In Section 4.
Landlord
shall also provide light replacement service for
landlord-furnished lights, toilet room supplies, window washing
at
reasonable
intervals, snow removal, as necessary, and customary building
janitorial
service five days per week, Monday through Friday. No
janitorial
service shall be provided Saturdays, Sundays, or legal
holidays.
The costs of -any janitorial service or other types of
services-
provided
or caused to be provided -by Landlord to Tenant which are in
addition
to the services ordinarily provided tenants of the Building
shall
be paid in
the manner provided for payment of Rent in Section 4 of this
lease.
7.4 Disclaimer. Landlord shall
not be- liable for any loss, injury or damage
to
property caused by or resulting from any variation, interruption,
or
failure of
such services due- to any cause whatsoever, unless due
to-Landlord's gross negligence, gross misconduct, or from failure
to make
any
repairs or perform any maintenance. No temporary interruption
or
failure of
such services incident to making of repairs, alterations, or
improvements, or due to accident, strike, or conditions or events
beyond
Landlord's
control shall be deemed an eviction of Tenant or relieve Tenant
from any
of Tenant's obligations hereunder.
7.5 Heat Producing Equipment.
Tenant shall not install any equipment or lights
in the
Premises which will utilize electrical service or generate an
amount of
heat in excess of that typically used or found in a normal
business
office use of the Premises with small business machines, except
as
provided to the contrary in the Special Stipulations. In the
event
Tenant
utilizes electrical current in excess of the amount typically
utilized
as aforesaid or installs equipment which generates heat in
excess
of the
amount typically found as aforesaid, then the Landlord shall
have
the right
to charge Tenant as additional rent a reasonable sum as
reimbursement for the direct costs of -such additional use or
service
necessary
by reason of Tenant's use. In the event of a disagreement as to
the
reasonableness of that amount of such additional rent, the opinion
of
a
qualified local independent professional engineer selected by
Landlord
who is
neither affiliated with nor an
- 4 -
<PAGE>
employee of Landlord, shall be binding upon Landlord and
Tenant.
Landlord acknowledges Tenant's use of computers, telephones and
facsimile machines used in the operation of their business are
not
be considered heat producing equipment and neither the Rent nor
the
Additional rent shall be increased as a result of the use
thereof.
7.6
Additional Rent.
In addition, if applicable, Tenant shall in
advance, upon receipt of an itemized billing statement, on the
first
day of each month during the Lease term, pay Landlord the
reasonable
amount estimated by Landlord as the cost of furnishing
electricity
for the operation of such high power usage equipment and for
the
reasonable amount estimated by Landlord as the cost of operation
and
maintenance of supplementary air-conditioning units as
necessitated
by Tenant's use of equipment which generates an undue amount of
heat. The Rent stated in Section 1.7 hereof does not include
any
amount to cover the cost of furnishing electricity or such
additional air conditioning for such purposes unless so stated
therein and such costs shall be paid by Tenant in the manner
provided for payment of Rent in Section 4 of this Lease. In the
event Tenant adds high usage equipment not described in
Paragraph
7.2, then Landlord shall be entitled to install and operate at
Tenant's cost a monitoring metering system in the Premises to
measure the added demands on electricity, heating, ventilation,
and
air-conditioning systems resulting from Tenant's heat
generating
high power equipment usage, and after-hours service requirements.
In
the event of non-payment of additional payments due from Tenant
or
any of the above described additional services, Landlord shall
have
the same rights with respect to such non-payment as it has with
respect to the non-payment of Rent hereunder.
8. COST OF SERVICES AND
UTILITIES.
8.1
Definitional
Terms. In addition to the Rent provided in Section 1.7
of this Lease, Tenant shall pay to Landlord increases under
this
Paragraph 8 as "Additional Rent". The increases shall be made
as
provided herein, utilizing the following definitions:
8.1.1 "Operating Costs" shall include Costs of Utilities and
Other
Operating Costs.
8.1.1.1 "Costs of Utilities" shall mean all expenses paid or
incurred by Landlord for electricity, water, gas,
sewers, and similar utilities,- including any
surcharge Imposed by the said utility provider(s) for
the respective utility(ies) provided.
8.1.1.2 "Other Operating Costs" shall mean all other expenses
paid or incurred by Landlord for maintaining,
operating and repairing the Building and the personal
property used in conjunction therewith, including,
without limitation, the costs of refuse collection,
supplies, janitorial and cleaning services, window
washing, landscape maintenance, seasonal plantings,
services of independent
- 5 -
<PAGE>
contractors, parking lot services, compensation (including
employment taxes and fringe benefits) of all persons who
perform duties in connection with the operation, maintenance
and repair of the Building, its equipment and the Land upon
which it
is situated, insurance premiums, licenses, permits
and inspection fees, customary management fees (which shall be
no greater than six [6%] per cent of the Building's gross
rental income) legal and accounting expenses, real and
personal property taxes, and any other expense or charge
whether or not hereinbefore described which in accordance with
generally accepted `accounting and management practices would
be considered an ordinary expense of maintaining, operating or
repairing the Building:
8.1.1.2.1
Depreciation or amortization of costs required to
be capitalized in accordance with generally
accepted accounting practices is excluded (except
Operating Costs shall include amortization of
capital improvements made subsequent to the
initial development of the Building which are
designed with a reasonable probability of
improving, the operating efficiency of the-
Building, provided that such amortization costs
shall not exceed, expected savings in Operating
Costs resulting from such capital improvements).
8.1.2
"Calendar Lease Year" shall mean a twelve (12) month period
beginning January 1 and ending December 31. "Partial Lease
Year"
shall mean any other period of time other than a full calendar
year.
8.1.3
"Actual Costs" shall, mean the actual expenses paid or incurred
by
Landlord for Operating Costs during any Calendar Lease Year of
the
term hereof.
8.1.4
"Estimated Costs Allocable to the Premises" shall mean
Landlord's
estimate of costs allocable to the Premises for the following
Calendar Lease Year to be given by Landlord to Tenant pursuant
to
Section 8.3 below.
8.2 Base Amount. The base
Operating Costs allowable to the Tenant's Premises
shall be
the 2005 Base Year Operating Costs.
8.3 Additional Rent for
Increases in Cost. Within 30 days prior to the
commencement of each Calendar Lease Year (using calendar year 2005
as the
"Base
Year")-during the term hereof, Landlord shall furnish Tenant a
written
statement of the Estimated Costs Allocable to the Premises for
such
Calendar Lease Year, and a calculation of the Additional Rent
as
follows:
One-twelfth (1/12) of the amount, if any, by which such amount
exceeds
the Base Amount
- 6 -
<PAGE>
shall be
Additional Rent payable by Tenant as provided in Section 4 for
each month
during such Calendar Lease Year. If at any time or times during
such
Calendar Lease Year, it appears to Landlord that the Estimated
or
Actual
Costs Allocable to the Premises will vary from Landlord's
estimate
by more
than 5% on an annualized basis, Landlord may, by written notice
to
Tenant,
revise its estimate for such Calendar Lease Year and Additional
Rent
payments by Tenant for such Calendar Lease year be based on
such
revised
estimate.
8.4 Actual Costs. Within ninety
(90) days after the close of each Calendar
Lease Year
during the term thereof, or as soon thereafter as practical,
Landlord
shall deliver to Tenant a written statement setting forth the
Actual
Costs allocable to the Premises during the preceding Calendar
Lease
Year. If
such costs for any Calendar Lease Year exceed Estimated Costs
Allocable
to the Premises paid by Tenant to Landlord pursuant to the
preceding
Section 8.3, or exceed the Base Amount in the first lease year,
Tenant
shall pay the amount of such excess to Landlord as added
Additional
Rent
within thirty (30) days after receipt of such statement by Tenant.
If
such
statement shows such costs to be less than the amount paid by
Tenant
to
Landlord pursuant to the preceding Section 8.3, then the amount of
such
overpayment by Tenant shall be credited by Landlord to the next
month's
Rent
payable by Tenant.
8.5 Determinations. The
determination of Actual Costs and Estimated Costs
shall be
made by Landlord to most accurately reflect Operating Costs
pertaining
to the Tenant's premises. Tenant shall have opportunity to
audit
Actual Costs allocable to the Premises during the preceding
lease
year, at
the Tenant's, sole cost and expense within ninety (90) days
after
presentation of such costs by Landlord. If said audit discloses a
variance
in
Tenant's favor, of at least Twenty-five hundred and 00/100 ($
2,500.00)
dollars,
the Landlord shall reimburse tenant for -the amount of said
valiance
and shall reimburse Tenant for the cost of the audit up to the
amount of
the audited discrepancy. Should the audit disclose a variance
less than
Twenty-five hundred and 00/100 ($2,500.00) dollars, then
Landlord's
sole obligation herein shall be to reimburse tenant for the
amount of
said variance.
8.6 End of Term. If this Lease
shall terminate on a day other than the last
day of a
Year, the amount of any adjustment between Actual Costs and
Estimated
Costs Allocable to the Premises with respect to the Year in
which such
termination occurs shall be prorated on the basis which the
number of
days from the commencement of such Year in which such
termination occurs to and including such termination date bears to
365;
and any
amount payable by Landlord to Tenant or Tenant to Landlord
pursuant to
Section 8.4 with respect to such adjustment shall be payable
within
thirty (30) days after delivery by Landlord to Tenant of the
statement
of Actual Costs allocable to the Premises with respect to such
Partial
Year.
8.7 Further Adjustment. In the
-event the average-occupancy level of the
Building
in any Lease Year was not ninety-five percent (95%) or more of
full
occupancy, then in making the calculations in 8.3 and 8.4 the
Estimated
Costs and Actual Costs for
- 7 -
<PAGE>
such year shall be proportioned among the Tenants by the Landlord
to
reflect those costs which would have occurred had the Building
been
ninety-five percent (95%) occupied during such year.
8.8
Base Year.
Notwithstanding anything to the contrary in this Section
8 or in Section 9, the Rent payable by Tenant shall in no event
be
less than the Rent- specified in Section 1.7 of this Lease.
8.9
Non-Payment of
Additional Rent. In the event of non-payment of the
Additional Rent hereunder, Landlord shall have the same rights
with
respect to such non-payment as it has with respect to any other
non-payment of Rent hereunder.
9. REAL PROPERTY
TAXES.
9.1
"Real Property
Taxes" under subsection 8.1.1.2 shall mean taxes on
real property described in Paragraph 2-above and personal
property
(including all tenant improvement which are paid for by
Landlord
-and not reimbursed by Tenant) which are assessed as real
property
and have not-been paid by Tenant directly to the taxing
authority,
charges and assessments levied with respect to the Land, the
Building, any improvements, fixtures and equipment, and all
other
property of Landlord, real or personal, used directly in the
operation pf the Building and located in or on the Building or
the
Land; and any taxes levied or assessed in addition to or in lieu
of,
in whole or In part, such real property or personal property
taxes,
or any other tax upon leasing of the Building or rents paid or
collected, but not including any federal or state income tax or
franchise tax.
9.2
Taxes on
Improvements Paid for by Tenant and Not Reimbursed by
Landlord. Tenant shall pay, prior to delinquency all personal
property taxes payable with - respect to all property of Tenant
located on the Premises or the Building and shall provide
promptly,
upon request of Landlord, written proof of such payment. As used
in
this Section 9.2 and Section 15.4 "Property of Tenant" includes
improvements which are paid for by Tenant and not reimbursed by
Landlord (and improvements originally paid for by Landlord, the
costs of which are reimbursed by Tenant). In the event property
of
Tenant is assessed as real property, Tenant shall pay the taxes
thereon as Additional Rent.
10. IMPROVEMENTS. Upon
expiration or sooner termination of this Lease, all
improvements and additions to the Premises, shall be deemed
property of
Landlord.
Tenant shall be authorized to remove all of its personal
property
from the Premises and any of its fixtures and/or trade
fixtures,
upon
expiration or sooner termination of this Lease, provided however
that
removal of
its fixtures and/or trade fixtures may be removed without
damage to
the Premises. Tenant shall repair any damage or injury to the
Premises
caused by its removal of its fixtures and/or trade fixtures in
a
commercially reasonable manner.
11. CARE OF PREMISES. Tenant
shall take good care of the Premises. Tenant
shall not
make any alterations, additions or improvements in or to the
Premises,
or make changes
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<PAGE>
to locks
on doors, or add, disturb or in any way change any plumbing or
wiring
without first obtaining the written consent of Landlord and,
where
appropriate, such work will be performed in accordance with plans
and
specifications approved by Landlord. Subject to Landlord's prior
written
approval,
Tenant shall be authorized to change the locks controlling
access to
the Premises and install an alarm system necessary for its
operation
as a commercial bank. Tenant shall provide Landlord with
necessary
key(s) and alarm access codes, so as to allow ordinary and
necessary
access by Landlord to perform its Landlord obligations, as
required
by this Lease. All damages or injury done to the Premises or
Building
by Tenant or by any persons who may be in or upon the Premises
or
Building
with the expressed implied consent of Tenant, including but not
limited to
the cracking or breaking of glass of any windows and doors,
shall be
paid for by Tenant and Tenant shall pay for all damage to the
Building
caused by acts or omissions of Tenant or Tenant's officers,
contractors, agents, invitees, licensees, or employees except to
the
extent
covered by the proceeds of Tenant's insurance, payable directly
to
Landlord.
All normal repairs necessary to maintain the Premises in a
tenantable
condition shall be done by or under the direction of Landlord
and at
Landlord's expense except as otherwise provided herein.
Landlord
shall be
the sole judge as to what repairs are necessary.
12. ACCEPTANCE OF PREMISES. The
Tenant acknowledges that all Landlord
Leasehold
improvements to the Premises are complete as of the date of
this
Lease
Agreement and by its execution of this Lease Agreement accepts
both
the
condition and possession of the Premises.
13. SPECIAL IMPROVEMENTS. Tenant
shall reimburse Landlord for Landlord's cost
of making
all special improvements requested by Tenant, including but not
limited to
counters, partitioning, electrical and telephone outlets and
plumbing
connections other than as shown on Exhibit D or other
attachments
hereto as
being furnished by Landlord provided, however, Tenant shall not
be
obligated to pay for the cost of any special improvements made
without
a written
request by Tenant to Landlord. Any costs to be reimbursed under
this
provision shall be paid to Landlord by Tenant within thirty (30)
days
of the
receipt of the bill for said costs by Tenant.
14. ACCESS. Tenant shall permit
Landlord and its agents to enter into and upon
the
Premises at all reasonable times for the purpose of inspecting
the
Premises
or for the purpose of cleaning, repairing, altering or
improving
the Premises or the
Building; however, said access shall be at such times
mutually
agreeable between the Landlord and Tenant, so as not to disturb
Tenant's
normal business use of the Premises. Landlord shall have access
to the
Premises at all times in the event of any emergency. Should
access
for any
emergency arise, Landlord shall, if time permits, contact R.
Rick
Hart, as
representative of Tenant, at his emergency number of (615)
668-1545,
to notify him of the emergency. Nothing contained in this
Section 14
shall be deemed to impose any obligation upon the Landlord not
expressly
stated elsewhere in this Lease. The Landlord shall not read,
review or
make copies of any documents(s) found in the Premises, nor,
except for
the sole purpose of purpose of preserving Tenant's records in
case of
emergency, the Landlord shall never take possession of any
Tenant
record or
documents. To the extent that the Landlord becomes privy to any
document(s) and/or records in or derived from the Premises, the
Landlord
shall
respect the sensitive and confidential
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nature of
any and all information contained therein and shall neither use
or disclose such
information except upon written request from Tenant in an
attempt to
recover or reconstruct said documents and/or records. Landlord
shall,
upon request from Tenant, return all documents and/or records
that
were in or
derived from the Premises. When reasonably necessary Landlord
may
temporarily close entrances, doors, corridors, elevators or
other
facilities
without liability to Tenant by reason of such closure and
without
such action by Landlord being construed as an eviction of
Tenant
or release
of Tenant from the duty of observing and performing any of the
provisions
of this Lease, provided however, that such closure shall not
deny or
unreasonably restrict Tenant's access to Premises. Landlord
shall
have the
right to enter the Premises for the purpose of showing the
Premises
to prospective tenants within the period of one hundred eighty
(180) days
prior to the expiration or sooner termination of the lease
term.
Landlord agrees that showing of the Premises to prospective
tenants
shall
occur upon reasonable advance notice to Tenant. Tenant shall
have
the option
of to have its representative present at time of showing.
Landlord
shall schedule said showing(s) during Tenant's regular business
hours, at
a mutually agreeable time and date, and shall take use its best
effort to
schedule said showing(s) so as to not be disruptive of Tenant's
business.
15. DAMAGE OR DESTRUCTION.
15.1 Damage Repair. If the Premises
shall be destroyed or rendered
untenantable, (either wholly or in part) by fire or other
casualty,
Landlord may, at its sole option, to the extent that insurance
proceeds are available and not applied against any mortgage
debt,
restore the Premises to their previous condition, or terminate
this
Lease without further liability to either party, except to the
extent of Tenant's negligence in connection with such fire or
casualty. Should Landlord elect to terminate this Lease, as
herein
permitted, Landlord shall reimburse Tenant's relocation expense
up
to the sum of fifteen thousand and 00/100 ($15,000.00) dollars
divided by the number of remaining full months remaining in the
Lease Term (or Renewal Period, as may be applicable). If
Landlord
elects to restore the Premises, the monthly Rent shall be abated
in
the same proportion as the untenantable portion of the Premises
bears to the whole thereof, and this Lease shall continue in
full
force and effect, if the damage is due, directly or indirectly,
to
the fault or neglect of Tenant, or its officers, contractors;
licensees, agents, servants, employees, guests, invitees or
visitors, there shall be no abatement of Rent, except to the
extent
Landlord receives proceeds from any applicable insurance policy
to
compensate Landlord for loss of Rent.
15.2
Termination for
Material or Uninsured Damages. If the Building shall
be destroyed or damaged by fire or other casualty insured
against
under Landlord's fire and extended coverage insurance policy to
the
extent that more than ten percent (10%) thereof is rendered
untenantable or in the -case the Building shall be -materially
destroyed or damaged by any -other casualty other-than those
covered- by such insurance policy, notwithstanding that the
Tenant
Premises may be unaffected directly by such destruction or
damage,
Landlord may at Its election, with prior written consent of any
first mortgagee, terminate this Lease by notice in writing to
Tenant
within sixty (60) days after such destruction or
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damage. Such notice shall be effective thirty (30) days after
receipt thereof
by Tenant. Should Landlord elect to terminate this
Lease, as herein permitted, Landlord shall reimburse Tenant's
relocation expense up to. the sum of fifteen thousand and
00/100
($15,000.00) dollars divided by the-number of remaining full
months
remaining in the Lease Term (or Renewal Period as may be
applicable).
15.3
Business Interruption.
Other than rental abatement provided in
Section 15.1, no damages, compensation or claim shall be payable
by
Landlord for inconvenience or loss of business arising from
interruption of business, repair or restoration of the Building
or
Premises; however, should the Premises be destroyed or rendered
untenantable, (either wholly or in part) by fire or other
casualty;
including utilities, due to no fault on the part of Tenant,
then
Landlord shall give tenant a credit for any day(s) during which
the
Tenant is unable
to conduct the operation of its business- at the
Premises ("Deprived Days"). Should there occur forty-five (45)
consecutive Deprived Days in any twelve (12) month period or
seventy-five (75) consecutive Deprived Days in any twenty-four
(24)
month period, then Tenant shall have the option to terminate
this
Lease and have no further obligations herein. Landlord shall
reimburse Tenant's relocation expense up to the sum of fifteen
thousand and 00/100 ( $15,000.00) dollars divided by the number
of
remaining full months remaining in the Lease Term (or Renewal
Period, as may be applicable). Landlord shall use its best
efforts
to effect repairs and restoration in a prompt manner.
15.4
Insurance. Landlord
shall not be required to carry any insurance on
property of Tenant as defined in subsection 9.2 of this Lease or
on
Tenant's furniture, furnishings, equipment or trade fixtures
and
Landlord (except as provided by law by reason of negligence)
shall
not be obligated to repair any damage thereto or replace the
game.
Tenant agrees to obtain such insurance on Tenant's property at
Tenant's own expense.
16. WAIVER OF SUBROGATION.
Whether the loss or damage is due to the negligence
of either
Landlord or Tenant, their agents or employees or any other
cause,
Landlord and Tenant to each herewith and hereby release and
relieve
the other,
their agents, or employees, from responsibility for, and waive
their
entire claim of recovery for (i) any loss or damage to the real
or
personal
property of either located anywhere in the Building, arising
out
of or
incident to the perils which are covered by their respective
fire
insurance
policies, with extended coverage endorsements, or (ii) loss
resulting
from business interruption at the Premises or loss of rental
income
from the Building, arising out of or incident to the occurrence
of
any of the
perils which maybe covered by the business interruption
insurance
policy and by the loss of rental income insurance policy held
by
Landlord
or Tenant. Each party shall cause its insurance carriers to
consent to
such waiver of all rights or subrogation against the other
party.
Notwithstanding the foregoing, no such release shall be
effective
unless the
aforesaid insurance policy or policies shall expressly permit
such a
release or contain a waiver of the carrier's right to be
subrogated.
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<PAGE>
17. INDEMNIFICATION AND
LIABILITY INSURANCE.
17.1
Tenant shall indemnify
Landlord after completion of Tenant's
improvements and upon commencement of Lease Term and save it
harmless from and against any and all liability, damages, costs,
or
expenses, including reasonable attorneys' fees, arising from
any
act, omission, or negligence of Tenant or its officers,
contractors,
licensees, agents, servants, employees, guests, invitees, or
visitors in or about the Building or arising from any breach or
default under this Lease by Tenant or arising from any
accident,
injury or damage howsoever caused by Tenant or its officers,
contractors, licensees, agents, servants, employees, guests,
invitees or visitors, to any person or property, occurring in
or
about the Building or premises. This provision shall not be
construed -to make Tenant responsible for loss, damage, liability
or
expense resulting from injuries to third parties caused by the
gross
negligence, or willful misconduct of Landlord or of its
officers,
contractors, licensees,
