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EXHIBIT 10.26
LEASE AGREEMENT
This Lease, made and entered in to this 6th day of October, 1995, by and between
The Carell Family LLC, a Tennessee Limited Liability Company, (hereinafter
referred to as "Lessor"), and Central Parking System of Tennessee, Inc., a
Tennessee corporation (hereinafter referred to as "Lessee").
WITNESSETH:
1. Description:
Lessor hereby leases to Lessee for use as a parking lot that certain
tract of real estate located in Nashville, Tennessee on the northeast
corner of the intersection of Second Avenue North and Church Street,
bounded by First and Second Avenues North, Church Street and Bank
Street, commonly known as the 2nd and Church Parking Lot, together will
all improvements thereon, and appurtenances thereto, hereinafter
referred to as "Premises".
2. Quiet Possession:
Lessor covenants that it has fee simple title to the demised premises,
and Lessor covenants and agrees with Lessee that so long as Lessee
keeps and performs all the covenants and conditions to be kept and
performed by the Lessee, Lessee shall have quiet, undisturbed and
continued possession, free from all claims of any kind, nature or
description.
3. Term:
This lease shall commence on October 1, 1995 and continue for a period
of ten (10) years through September 30, 2005.
4. Rental:
(a) Lessee covenants and agrees to pay the Lessor an annual rental
of One Hundred Thousand Dollars ($190,000.00) in equal,
advance monthly payments of $15,833.33 on the first day of
each month during the term of this Lease.
Gross Parking Revenue as used in this lease shall mean all
revenues received and collected by the Lessee in the operation
of the premises less any sales tax, parking tax, license fee,
levy, impost, or other charge which Lessee may be required by
law, ordinance or other governmental regulation (i) to collect
from patrons of
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the premises) or (ii) or impose on the parking spaces or
stalls on the premises (excluding ad valorem taxation of the
premises) or (iii) vehicles entering the premises and remit to
a political subdivision or other agency without regard to
legality, constitutionality or enforceability of such law,
ordinance or other government regulation.
5. Maintenance and Replacement:
(a) Lessor leases the premises to the Lessee "As Is", in its
condition at the inception of this lease and Lessor shall have
no obligation whatsoever to make any alterations, improvements
or repairs to the premises prior to the inception of this
Lease Agreement or during the term thereof.
(b) Lessee agrees to use reasonable diligence in the care,
protection and maintenance of the leased Premises during the
term of this lease, and to surrender said Premises at the
termination of this Lease in as good condition as received,
ordinary wear and tear and other casualty excepted. Lessee
shall make all necessary repairs to the Premises and to the
sidewalks and curbs adjoining Premises.
(c) Lessee will have the right to erect on the Premises a coin
collection box and professional parking signs as long as its
signs do not violate city ordinances.
6. Alterations and Improvements
(a) Lessee may, with approval of Lessor, which shall not be
unreasonably withheld, make alterations and improvements, at
Lessee's expense, to the leased Premises as may be required
for the purpose of Lessee's business; provided, however, that
the Lessor, upon the expiration of Lease, may require Lessee
to restore the leased Premises as nearly as possible to its
condition at the beginning of the Lease, ordinary wear and
tear than thirty (30) days before the expiration of this Lease
or any extension thereof.
(b) Lessee may (if not in default hereunder) prior to the
expiration of the Lease or any extension thereof, remove all
fixtures and equipment which have been placed on the Premises
by Lessee.
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7. Use of Premises:
Premises shall be used by Lessee for the purposes of operating a
parking lot for use by the general public, and for the sale of such
merchandise and services as are customarily associated with the
operation of a parking lot. The Premises shall not be used for any
illegal purpose, nor in any manner to create any nuisance, or trespass.
8. Insurance:
(a) Prior to commencement, and during the term of this Lease,
Lessee agrees to maintain the following types of insurance
with limits not less than those set forth below:
(1) Commercial General Liability Insurance:
$1,000,000.00 Combined Single Limit each occurrence
for Bodily Injury and Property Damage
$1,500,000.00 Excess Liability Coverage
(2) Garagekeepers Legal Liability:
$2,500,000 Combined Single Limit each occurrence
(3) Crime Insurance:
$10,000.00 Commercial Blanket Bond
$10,000.00 Broad Form Money - Inside
$10,000.00 Broad Form Money - Outside
(4) Worker's Compensation Insurance:
Coverage A - Statutory
Coverage B - $100,000.00
Lessor shall be included as an additional insured under the
above listed liability coverages.
9. Waiver of Subrogation:
Lessor does hereby waive all rights of recover, if any, against Lessee
for damage to, or destruction of, the parking facility in the event
such damage or destruction is caused by fire or other casualty which
may be covered by a standard fire and extended coverage insurance
policy.
10. Assignment and Subletting:
Lessee shall not assign this lease in whole or in part, or sublet all
or any part of the leased Premises without the prior written consent of
Lessor in each instance, which consent will not be unreasonably
withheld.
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11. Default:
In the event of a default in the performance by Lessee of any condition
herein contained, after more than thirty (30) days after receipt of
written notice of such default by Lessor to Lessee by registered or
certified mail, then in any such case, Lessor elects to terminate this
lease upon a specified date not less than thirty (30) days after such
written notice and this lease shall then terminate on that date so
specified, and the Lessor shall have the right to re-enter, repossess,
or re-rent the property upon such date. If the Lessor shall at any time
fail to perform any of the covenants, conditions, or provisions of this
Lease, and such default is not removed within thirty (30) days after
receipt of written notice thereof from Lessee, then, in any such cases.
Lessee may serve written notice upon Lessor that Lessee elects to
terminate this Lease upon a specified date, not less than thirty (30)
days after such written notice, and this Lease shall then terminate on
the date so specified. No default shall be deemed waived unless such
waiver be in writing.
12. Indemnity:
Lessee shall defend, indemnify and hold Lessor harmless from and
against any and all actions, costs, claims, losses, expense and/or
damages, arising out of Lessee's operation of the premises from any
cause.
13. Condemnation:
In the event of any total taking by eminent domain, or conveyance in
lieu thereof, this Lease shall terminate on date of taking and all
charges shall be prorated to such date. In the event of any partial
taking, rental shall abate pro-rata, according to the space condemned,
seized, or appropriated
14. Destruction of, or Damage to Premises:
If the Premises are totally destroyed by fire, storm, lightning,
earthquake, or other casualty, and including destruction due to
bombing, shelling, or other war damage, this Lease shall be terminated
and the rental accounted for as between Lessor or Lessee as of that
date. If the Premises are damaged but not wholly destroyed by any such
casualties, rental shall abate in such proportion as use of Premises
has been destroyed, or made inaccessible or unusable, and Lessor shall
either restore Premises to substantially the same condition as before
damages as speedily as practicable, whereupon full rental shall
recommence or terminate the Agreement.
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15. Holding Over:
If Lessee remains in possession of Premises after expiration of the
term hereof, with Lessor's acquiescence and without any express
agreement of parties, Lessee shall be a Lessee at will at rental rate
in effect at the end of the Lease; and there shall be no renewal of
this lease by operation of law.
16. Entry for Carding, etc.:
Lessor may card Premises "For Rent" or "For Sale" at any time during
the term of this lease. Lessor may enter the Premises at reasonable
hours to exhibit same to prospective purchasers or tenants.
17. Taxes and Assessments:
Lessee will be responsible for payment of all property taxes and
special assessments on the Premises.
18. Sale of Premises:
In the event of a bona fide sale of the Premises, Lessor shall have the
right to terminate this lease by providing (60) days written notice to
Lessee. In the event of such cancellation, Lessor shall pay the Lessee
a sum equal to 25% of the appreciation in the value of the premises
during the term hereof. For the purpose of calculating the appreciation
of the premises, the appreciation shall be equal to the sales price
received by Lessor net of any and all expenses associated with the
sale, including but not limited to commissions, attorney's fees, and
closing costs, less the value of the property at the inception of this
lease of $1,900,000.00. Lessor's obligation to make such payment will
only apply to a sale that is closed on or before September 30, 2005.
19. Miscellaneous Provisions:
It is mutually covenanted and agreed by and between the parties as
follows:
(1) That this Lease shall be construed under the laws of the state
of Tennessee.
(2) That the captions of the Article of this lease are inserted
for identification only, and shall not govern the
construction, nor alter, vary, or change any of the term,
conditions, or provisions of this lease or any Article
thereof.
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(3) Each provision herein shall be deemed separate and distinct
from all other provisions, and if any one of them shall be
declared illegal or unenforceable, the same shall not affect
the legality or enforceability of the other terms, conditions,
and provisions hereof, which shall remain in full force and
effect.
(4) Lessor will grant at Lessee's expense whatever easements are
reasonably necessary to provide the utilities for all
improvements on or places on said property and access to the
property during the term hereof.
(5) Any person, firm or corporation who may acquire an interest in
the Premises leased hereby, or in the improvements thereon,
shall take notice of all the terms and conditions set out
herein as well as the covenants referred to herein, and shall
be bound thereby.
(6) Lessee shall pay all utility charges resulting from Lessee's
use of Premises.
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20. Notices:
In the event notices are required to be sent under the provisions of
this Lease, the will be mailed, postage prepaid by certified or
registered mail, return receipt requested, addressee as follows:
If to Lessee: If to Lessor:
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James H. Bond, President Monroe J. Carell, Jr.
Central Parking System of TN, Inc. Carell Family Trust
2401 21st Avenue South 2401 21st Avenue South
Nashville, Tennessee 37212 Nashville, TN 37212
Either party may, by such notice, designate a new or other address to
which notice may be mailed.
IN WITNESS WHEREOF, the parties hereto have caused their names to be hereto
signed by their duly authorized officer on the date hereinbefore first written.
THE CARELL FAMILY LLC
ATTEST: BY: /s/ Monroe J. Carell, Jr.
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Edie Johnson, Secretary Monroe J. Carell, Jr., Chairman
CENTRAL PARKING SYSTEM OF TENNESSEE, INC.
ATTEST: /s/ Henry J. Abbott BY: /s/ James H. Bond
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Henry J. Abbott, Secretary James H. Bond, President
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