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ROOF ANTENNA AGREEMENT
THIS ROOF ANTENNA AGREEMENT (the
“Agreement”) is made as of the _____ day of ,
2001, by and between ________________________, a ___________ corporation
(“Landlord”), and ________________________________ (“Tenant”).
RECITALS
A.
Landlord is
the landlord of certain real property (the “Property”), including the building
located at _________________________________ (the “Building”), pursuant to a
Lease (the “Master Lease”) dated ___________________ between Landlord and
_________________ (“Master Landlord”).
Under the terms of the Master Lease, Landlord has the right to sublease
all or a portion of the Building, and to grant rights to use the roof of the
Building.
B.
Tenant
desires to obtain the right from Landlord to use a portion of the Building roof
generally depicted on Exhibit A hereto (the “Roof Space”) for the
purposes of installing, operating and maintaining the communications equipment
described on Exhibit B attached (the “Equipment”). Landlord is willing to grant a right to
Tenant for such purpose subject to the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the
payment of rent and keeping and performance of the covenants and agreements by
Tenant under this Agreement, Landlord hereby grants Tenant a right to use the
Roof Space, subject to the following conditions:
1.
Use.
(a)
Tenant
shall have the nonexclusive right to use the Roof Space to operate, maintain,
and replace (subject to the limitations set forth in this Agreement) the Equipment,
and for no other purpose. The Equipment
may be used only for receiving and transmitting communications. Tenant agrees not to bring in or permit the
placing within the Roof Space of any property of a weight in excess of the
design capacity of the Roof Space. Tenant shall not utilize or permit the Roof
Space to be used for purposes prohibited by the laws of the United States or
the State of __________, and Landlord’s approval of any plans or specifications
shall not be deemed to be a warranty or representation that such plans and
specifications are in conformity with such laws or ordinances. Tenant shall not commit waste nor permit
waste to be committed or any nuisance in, on or about the Roof Space.
(b)
At
its sole cost and expense, Tenant will promptly comply with all local, state,
and federal laws as they relate to the condition, use, occupancy, or alteration
of the Roof Space. Tenant will install
and operate Tenant’s Equipment in compliance with Landlord’s technical
standards, rules, and regulations, including, but not limited to, standards and
technical publications and all applicable regulations of the Federal
Communications Commission (the “FCC”), the Federal Aviation Administration,
OSHA, or any other federal, state, or municipal agency having jurisdiction,
particularly with respect to the Building.
2.
Term;
Renewal Term. The term of Tenant’s rights under this
Agreement shall commence on the date hereof and shall terminate on (the “Expiration Date”), unless terminated
earlier as provided herein. Tenant may
terminate this Agreement at any time on 30 days’ notice to Landlord. Provided that Tenant is not in default under
this Agreement, Tenant shall have the right to extend the term for year renewal term, commencing on
______________________ and expiring on (the “Renewal Term”). Tenant must exercise the option with respect
to the Renewal Term, if at all, by giving written notice of exercise (“Tenant’s
Notice”) to Landlord on or before the date that is ninety (90) days prior to
the Expiration Date. Tenant will have
no right to renew the term of this Agreement if Tenant’s notice is not timely
delivered or if Tenant is in default under this Agreement (a) at the time
Tenant’s Notice is delivered or (b) on the Expiration Date. The Renewal Term will be on the same terms
and conditions as this Agreement, except Rent, which shall be $____________ per
month throughout the Renewal Term.
3.
Rent. The rental to be paid by Tenant under this Agreement shall be as
follows: (a) from ________________
through ________________, $______________ annually, payable in equal monthly
installments of $________________; (b) from _____________ through ,
$______________ annually, payable in equal monthly installments of
$_______________. The first such
monthly installment shall be payable upon execution hereof and thereafter
payment shall be made on the first day of each month during the term hereof, in
advance, without notice, set-off or offset, at the address of Landlord as
designated in Section 15 hereof, or at such other place as Landlord may from
time to time designate in writing. If
the commencement is other than on the first day of a month, the monthly rental
for said partial month shall be prorated based on the actual number of days in
that month.
4.
Installation,
Maintenance and Operation of the Equipment.
(a)
Tenant
shall be responsible, at its sole cost, for the construction, installation, and
maintenance of the Equipment to be placed on the Roof Space. The exact location for the placement of the
Equipment shall be as set forth on Exhibit A. Tenant agrees not to
install the Equipment without first submitting plans and specifications and
obtaining the written approval thereof by Landlord, which approval shall not be
unreasonably withheld or delayed. No
property other than the Equipment and, subject to the limitations set forth in
this Agreement, replacements thereof, shall be installed on the Roof
Space. If Tenant notifies Landlord that
it desires to install additional or other equipment, Landlord agrees to discuss
such matter to determine if such proposal is mutually agreeable, but Landlord
shall not be obligated to approve or agree to any such proposal.
(b)
Tenant,
at its expense, shall obtain all necessary governmental permits and
certificates required for the construction, installation, authorization and use
of the Equipment. Tenant shall be
permitted by Landlord to arrange for the installation of telephonic and
electrical connections, to be done at Tenant’s expense, which are in conformity
with plans approved by Landlord (the “Connecting Equipment”). All such Connecting Equipment shall be
installed in accordance with the engineering and design of the base Building
systems, as reasonably determined by Landlord’s engineer. All construction, installations, alterations,
repair and maintenance work shall be performed in a manner which will not
unreasonably interfere with, delay or impose any additional expense upon
Landlord in the maintenance or operation of the Building.
(1)
Landlord
reserves the right to require Tenant to erect a visual screening fence around
the Roof Space for aesthetic purposes provided such fence does not interfere
with the use of the Equipment. If
Landlord instructs Tenant to erect such fence, Tenant shall have the option,
for 30 days following such notice, to terminate this Agreement. If such a fence is to be erected, Landlord
shall obtain any governmental permit required for same, and Tenant shall
promptly reimburse Landlord for any and all permit fees.
(2)
Tenant
agrees not to make any alterations in or additions to the Roof Space subsequent
to installation of the Equipment, including installation of any additional
equipment or machinery without in each instance first obtaining the written
consent of Landlord, which shall not be unreasonably withheld or delayed.
(3)
Tenant
shall maintain the Equipment and keep it in good repair and shall keep the Roof
Space free from all trash, debris and waste resulting from use of the Roof
Space by its employees, contractors or agents.
(c)
It
is understood and agreed that Tenant may require electricity to the Roof Space
24 hours per day for the maintenance and operation of the Equipment. Subject to those conditions set forth herein
and if required for operation of the Equipment, said provision of electricity
shall be provided to Tenant 24 hours per day, 365 days per year on the
following basis. Landlord may install a
check meter or flow meter for the purpose of measuring Tenant’s usage of
electricity to the Equipment. The
installation of said meter shall be at Tenant’s sole cost and expense. Landlord shall bill Tenant for the cost to
Landlord of providing the metered amount.
Tenant agrees that Landlord shall not be liable for failure to provide
such electrical service or ingress and egress during any period when Landlord
uses reasonable diligence to supply the same, it being understood that Landlord
reserves the right temporarily to discontinue electric service, or ingress or
egress, at such times as may be necessary when, by reason of accident,
unavailability of employees, repairs, alterations or improvements, or whenever
by reason of strikes, walkouts, riots, acts of God, or any other happening
beyond the control of Landlord, Landlord is unable to provide the same. Landlord shall use best efforts to provide
Tenant with prior written notice of any such discontinuance that is within
Landlord’s control.
(d)
Tenant
agrees that the Equipment shall be of such types and frequencies that will not
cause interference with: (1) the other existing communications equipment on the
Property (including replacements thereof of the same power and frequency), (2)
the basic telecommunications services of Landlord or any of the other tenants
in the Building, (3) any other present or future communications equipment on
the Property, or (4) the business of Landlord. In the event the Equipment
causes such interference, notwithstanding any other provision in this Agreement
to the contrary, Tenant shall immediately upon having notice of such
interference (whether such notice, in writing or otherwise, is from Landlord or
other persons) take all steps necessary to correct and eliminate the
interference in a reasonable and timely manner, including temporary disconnect
and shut down of the Equipment causing the interference (except for
intermittent operation for the purpose of testing, after performing
maintenance, repair, modification, replacement or other action taken for the
purpose of correcting such interference) until such interference is
eliminated. Tenant and Landlord agree
that Landlord (with the assistance of consultants or employees with expertise
in electronic communications) shall arbitrate any disputes between Tenant and
other subtenants concerning alleged interference by Tenant with other
subtenants caused by the Equipment, whether claimed to be caused by Tenant or
such other subtenants and Tenant shall be bound by Landlord’s determination in
such disputes. Landlord shall have the
right, in resolution of any such dispute, if Tenant is responsible for the
interference and fails to correct it within 10 days after demand by Landlord,
to terminate this Agreement on 60 days’ prior written notice to Tenant.
(e)
Subject
to the access prerequisites set forth on Exhibit C attached hereto, as
such prerequisites may be amended from time to time by Landlord, Tenant shall
have access to the Roof Space and common areas in which the Equipment is
located at all times; provided, however, that Tenant shall give Landlord
reasonable prior notice of the need for access (except in case of emergency, in
which case notice may be given by Tenant calling the emergency line for the
Building provided by Landlord and reporting the time and nature of the
emergency prior to accessing the Roof Space), and such access shall be subject
to such reasonable rules as Landlord may adopt, including, but not limited to,
the requirement that an agent of Landlord accompany persons during such
access. Such access, by or on behalf of
Tenant, shall in each case be arranged with the Building management and shall
be limited to persons expressly authorized by Tenant. Landlord, its agents, employees, and contractors may enter the
Roof Space at any reasonable hour.
5.
Construction
Liens. Tenant shall pay or cause to be paid all
costs for work done by Tenant or caused to be done by Tenant on the Building of
a character which will or may result in liens on Landlord’s interests therein
and Tenant will keep the Building free and clear of all construction liens, and
other liens on account of work done for Tenant or persons claiming under it. Tenant hereby agrees to indemnify, defend,
and save Landlord harmless of and from all liability, loss, damage, costs or
expenses, including attorney’s fees, on account of any claims of any nature
whatsoever pursuant to this Paragraph, including claims or liens of laborers or
materialmen or others for work performed or materials or supplies furnished to
Tenant or persons claiming under Tenant except where the existence of such lien
is due to the unilateral act of Landlord.
In the event that any lien or notice of lien against the Building or
Landlord’s interest therein shall be filed or given, Tenant shall without delay
either cause the same to be released or cause proper proceedings to be
instituted to test the validity of the lien claimed. If Tenant desires to contest any claim of lien, Tenant shall
furnish to Landlord adequate security of at least 150% of the amount of the
claim, plus estimated costs and interest and, if a final judgment establishing
the validity or existence of any lien for any amount is entered, Tenant shall
satisfy and pay the same at once and Landlord shall return any security paid
upon receipt of notice of payment of any such final judgment.
6.
Transfer
and Assignment. Tenant shall have no right to sublet,
assign or transfer this Agreement, or rights arising under this Agreement,
except (a) to an entity who controls, is under common control of, or is
controlled by Landlord, or (b) to an entity that acquires all or substantially
all of the assets of Tenant. Any assignment
or sublease in violation of this section shall be void.
7.
Damage
to Property. Tenant shall neither hold nor attempt to
hold Landlord liable for any injury or damage, either proximate or remote,
occurring through or caused by fire, water, steam, or any repairs, alterations,
injury, accident, or any other cause to the Roof Space, to any fixtures,
improvements, or other personal property of Tenant kept or stored in the Roof
Space, except that Landlord shall be liable for any uninsured injury or damage
proximately caused by the gross negligence of Landlord, its employees or
agents, and the keeping or storing of all property of Tenant in the Roof Space
shall be at the sole risk of Tenant.
Tenant shall obtain and maintain throughout the term such insurance as
Tenant deems necessary and prudent on the Equipment. Landlord and Tenant each hereby waive any and all rights of
recovery claim, action or cause of action, against the other, its agents,
officers, or employees, for any loss or damage to their respective real and
personal property occurring out of the use of the Roof Space under this
Agreement; provided, however that such waiver shall not apply with respect to
uninsured loss or damage caused by the negligence of either Landlord or Tenant,
or their respective employees, agents or invitees, and provided further, that
such waiver shall not relieve Tenant of its obligation to install and maintain
the Equipment in accordance with plans approved by Landlord and to indemnify
Landlord from damage arising from breaches of those obligations. Landlord and Tenant covenant that no insurer
shall hold any right of subrogation against such other party for damage to real
or personal property.
8.
Indemnity to Landlord. Tenant hereby agrees to indemnify, defend,
and save Landlord harmless of and from all liability, loss, damages, costs, or
expenses, including reasonable attorney’s fees, incurred by Landlord or any
other tenant or subtenant in the Building, or by any other person rightfully in
said Building for any purpose whatsoever, where the injuries are caused by (a)
the actions or omissions of Tenant, Tenant’s agents, servants, contractors, or
employees, or of any other person entering into the Roof Space under express or
implied invitation of Tenant; or (b) where such injuries are the result of the
violation of the provisions of this Agreement by any of such persons; or (c)
where such damages are caused by the interference of the Equipment; or (d) to
the extent arising out of Tenant’s use of the Roof Space or the Equipment. Tenant shall not, however, be required to
indemnify Landlord (x) to the extent such damages are caused by the negligence
or willful misconduct of Landlord, or (y) for consequential damages.
9.
Surrender
and Notice. Upon the expiration or other termination of
the term, Tenant shall quit and surrender to Landlord the Roof Space in good
order and condition, and Tenant shall remove all of the Equipment and all other
improvements or alterations and restore the Roof Space to its original
condition, normal wear and tear excepted.
In the event Tenant fails to vacate the Roof Space on a timely basis as
required, Tenant shall be responsible to Landlord for all costs and damages
incurred by Landlord as a result of such failure, including, but not limited
to, any amounts required to be paid to third parties, and, as it is agreed that
the damages resulting therefrom are not easily determinable or ascertainable,
Tenant shall be liable to Landlord for an amount equal to $___________ as
liquidated damages for each day beyond expiration or termination hereof that
Tenant fails to vacate.
10.
Holdover. If, after the expiration
of the term hereof, Tenant shall continue to use the Roof Space with Landlord’s
consent but without any express written agreement as to such holding over, then
such holding over shall be deemed to be and taken to be a revocable license,
revocable at any time upon ten days prior notice of either party, subject to
all of the terms and conditions hereof to be observed and performed.
11.
Default.
(a)
The
following events are hereinafter referred to as “Defaults” or “Events of
Default” herein:
(1)
Tenant
shall fail to correct and eliminate interference caused by the Equipment as
provided in paragraph 4 herein; or
(2)
Tenant
shall fail to perform any of the other agreements, terms covenants or
conditions hereof on Tenant’s part to be performed, and such nonperformance
shall continue for a period of 30 days after written notice thereof from
Landlord to Tenant given in the manner required under the terms of this
Agreement, or if such performance cannot be reasonably had within such 30 day
period Tenant shall not in good faith have commenced such performance within
such 30 day period and shall not diligently proceed therewith to
completion. In the event of any such
Default, Landlord shall have the right, at Landlord’s option, to terminate
Tenant’s rights to use the Roof Space and other rights hereunder, in which
event Tenant’s right to use the Roof Space and rights hereunder shall thereupon
be terminated, as if the Agreement had expired at the end of the term hereof, except
as to Tenant’s liability as herein provided, and Tenant shall surrender the
Roof Space and remove all of its Equipment in accordance with paragraph 9
above.
(b)
Landlord’s
rights hereunder shall be in addition to, and not in lieu of, every other right
or remedy provided for herein or now or hereafter existing at law or in equity
by statute or otherwise, including, but not limited to suits for injunctive
relief and specific performance.
(c)
The
exercise or beginning of exercise by Landlord of any one or more rights or
remedies, provided herein or now or hereafter existing at law or in equity by
statute or otherwise shall not preclude the simultaneous or later exercise by
Landlord of any or all other rights or remedies provided for in this Agreement
or now or hereafter existing at law or in equity or by statute or
otherwise. All such rights and remedies
shall be considered cumulative and nonexclusive.
(d)
Landlord
shall have the right to perform any obligations of Tenant hereunder which
Tenant shall fail to perform after 30 days’ prior written notice thereof
(except no notice shall be required in an emergency) to Tenant.
12.
Approvals. Whenever Landlord or Tenant’s consent or approval is required
pursuant to the terms of this Agreement, it is understood and agreed that such
approval shall not be unreasonably withheld or delayed, unless otherwise
provided herein.
13.
Attorneys’
Fees. In the event of any action filed in relation
to this Agreement, the prevailing party shall be entitled to recover from the
other reasonable attorneys’ fees and other disbursements.
14.
Entire
Agreement. This Agreement constitutes the entire
agreement of the parties hereto with respect to the Roof Space and shall
supersede all prior offers, negotiations, and agreements.
15.
Notices.
(a)
All
notices and other communications required or permitted under this Agreement
shall be in writing and shall be given by United States first class mail,
postage prepaid, certified, return receipt requested, or by hand delivery
(including by means of a professional messenger service) addressed as follows:
(1)
If to Landlord:
Attn:
(2)
If to Tenant:
Attn:
(b)
Any
such notice or other communication shall be deemed to be effective when
actually received or refused. Either party
may by similar notice given change the address to which future notices or other
communications shall be sent.
16.
Disputes.
(a)
Any
claim, controversy or dispute, whether sounding in contract, statute, tort,
fraud, misrepresentation or other legal theory, related directly or indirectly
to this Agreement, whenever brought and whether between the parties to this
Agreement or between one of the parties to this Agreement and the employees,
agents or affiliated businesses of the other party, shall be resolved by arbitration
as prescribed in this section. The
Federal Arbitration Act, 9 U.S.C. '' 1-15, not state law, shall govern the
arbitrability of all claims.
(b)
Notwithstanding
the foregoing, at Landlord’s option, the following claims, controversies or
disputes need not be resolved by arbitration:
(1) any action by Landlord that seeks repossession of the premises as
part of Landlord’s remedy, (2) any action by Landlord seeking an injunction or
temporary restraining order, and (3) any action by Landlord seeking any
prejudgment remedy.
(c)
The
arbitration shall be conducted under the then current rules of the American
Arbitration Association (the “AAA”).
Where no disclosed claim or counterclaim exceeds $500,000, exclusive of
interest and attorneys’ fees, there shall be one arbitrator, who shall be an attorney
with at least ten years’ experience in the commercial real estate field. In all other cases, there shall be three
arbitrators, at least one of whom shall be an attorney with at least ten years’
experience in the commercial real estate field. Subject to the foregoing, the arbitrator or arbitrators shall be
selected in accordance with AAA procedures from a list of qualified people
maintained by the AAA. The arbitration
shall be conducted in the regional AAA office closest to where the claim arose,
and all expedited procedures prescribed by the AAA rules shall apply.
(d)
There
shall be no discovery other than the exchange of information that is provided
to the arbitrator or arbitrators by the parties. The arbitrator or arbitrators shall have authority only to award
compensatory damages and shall not have authority to award punitive damages or
other non-compensatory damages; the parties hereby waive all rights to and
claims for monetary awards other than compensatory damages. Each party shall bear its own costs and
attorneys’ fees, and the parties shall share equally the fees and expenses of
the arbitrator or arbitrators. The
decision and award of the arbitrator or arbitrators shall be final and binding,
and judgment on the award rendered by the arbitrator or arbitrators may be
entered in any court having jurisdiction thereof.
(e)
If
any party files a judicial or administrative action asserting claims subject to
arbitration as prescribed herein, and another party successfully stays such
action or compels arbitration of said claims, the party filing said action
shall pay the other party’s costs and expenses incurred in seeking such stay or
compelling arbitration, including reasonable attorneys’ fees.
17.
Condemnation. In the event of a condemnation or other taking of all or any
portion of the Roof Space by any governmental agency, all proceeds will be paid
to either the Master Landlord or the Landlord in accordance with the provisions
of the Master Lease. Tenant waives all
right to such payments, and this Agreement will terminate on the date the
condemning authority takes possession of all or any portion of the Roof Space.
18.
Damage
and Destruction. In the event the Roof Space
or the Building is damaged by fire or other casualty and Landlord or Master
Landlord, as the case may be, elects not to rebuild, Landlord and Tenant will
each have the right to terminate this Agreement effective as of the date of
such casualty, provided that written notice of termination is given to the
other within 30 days after the date of such casualty. If Landlord does not elect to terminate this Agreement, Landlord
or Master Landlord, as the case may be, will restore the Roof Space to its
condition prior to the date of the damage; in such a case, Rent will abate from
the date of the damage until the Roof Space is restored.
19.
Subordination,
Non-Disturbance and Attornment.
(a)
This
Agreement and Tenant’s rights under this Agreement are subject and subordinate
to any ground or underlying lease, and to any first priority mortgage or first
priority deed of trust (each a “Superior Lien”), together with any renewals,
extensions, modifications, consolidations and replacements of such Superior
Lien, now or after the Date affecting or placed, charged or enforced against
the Land, the Building, or all or any portion of the Property or any interest of
Landlord in them or Landlord’s interest in this Agreement and the leasehold
estate created by this Agreement (except to the extent any such instrument will
expressly provide that this Agreement is superior to such instrument). This provision will be self-operative and no
further instrument of subordination will be required in order to effect
it. Notwithstanding the foregoing,
Tenant will execute, acknowledge and deliver to Landlord, within 20 days after
written demand by Landlord, such documents as may be reasonably requested by
Landlord or the holder of any Superior Lien to confirm or effect any such
subordination.
(b)
Tenant
agrees that in the event that any holder of a Superior Lien succeeds to
Landlord’s interest in the Premises, Tenant will pay to such holder all rents
subsequently payable under this Agreement.
Further, Tenant agrees that in the event of the enforcement by the
holder of a Superior Lien of the remedies provided for by law or by such
Superior Lien, Tenant will, upon request of any person or party succeeding to
the interest of Landlord as a result of such enforcement, automatically become
the Tenant of and attorn to such successor-in-interest without change in the
terms or provisions of this Agreement.
Such successor-in-interest will not be bound by (a) any payment of Rent
for more than one month in advance, except prepayments in the nature of
security for the performance by Tenant of its obligations under this Agreement;
(b) any amendment or modification of this Agreement made without the written
consent of such successor-in-interest (if such consent was required under the
terms of such Superior Lien); (c) any claim against Landlord arising prior to
the date on which such successor-in-interest succeeded to Landlord’s interest;
or (d) any claim or offset of Rent against the Landlord. Upon request by such successor-in-interest
and without cost to Landlord or such successor-in-interest, Tenant will, within
20 days after written demand, execute, acknowledge and deliver an instrument or
instruments confirming the attornment, so long as such instrument provides that
such successor-in-interest will not disturb Tenant in its use of the Premises
in accordance with this Agreement.
(c)
Without
limiting the generality of subsection (a) and (b) above, this Agreement and
Tenant’s rights under this Agreement are subject and subordinate to the Master
Lease under which Landlord holds its interest in the Property. Tenant agrees that in the event the lessor
or its successor-in-interest under the Master Lease (“Master Landlord”)
succeeds to Landlord’s interest in the Premises, upon request of Master
Landlord, Tenant will pay to Master Landlord all rents subsequently payable
under this Agreement and will automatically become the tenant of and attorn to
Master Landlord, and this Agreement will continue as a direct lease between
Master Landlord and Tenant without change in the terms or provisions hereof;
provided, however, that Master Landlord shall not be obligated to perform any
obligation of Landlord hereunder that arose or accrued prior to the date on
which Master Landlord became the landlord hereunder, and provided further that
any obligations of Master Landlord arising hereunder after such date shall be
without recourse to Master Landlord, other than Master Landlord’s interest in
the Property. Tenant agrees (1) that
the subordination provisions set forth in this Section are self-operative and
no further instruments of subordination are required, and (2) to execute such
further instruments of subordination as may be required by Master Landlord, so
long as the form of any such instrument shall be reasonably satisfactory to
Tenant and such instrument does not increase the liabilities or decrease the
rights of Tenant hereunder.
20.
Environmental
Matters.
(a)
Tenant
will be solely responsible for and will defend, indemnify, and hold Landlord,
its agents, and employees harmless from and against any and all direct claims,
costs, and liabilities, including reasonable attorneys’ fees and costs, arising
out of the introduction of Hazardous Materials to the Property by Tenant.
(b)
Landlord
will be solely responsible for and will defend, indemnify, and hold Tenant, its
agents, and employees harmless from and against any and all direct claims,
costs, and liabilities, including reasonable attorneys’ fees and costs, arising
out of the introduction of Hazardous Materials to the Property by Landlord.
(c)
“Hazardous
Materials” means asbestos or any hazardous substance, waste or materials as
defined in any federal, state, or local environmental or safety law or
regulation including, but not limited to, CERCLA.
(d)
The
obligations of this Section 20 shall survive the expiration or other
termination of this Agreement.
21.
General.
(a)
Tenant
acknowledges and agrees that it has not relied upon any statements, representations,
agreements, or warranties by Landlord, its agents or employees, except such as
are expressed herein, and that no amendment or modification of this Agreement
shall be valid or binding unless expressed in writing and executed by the
parties hereto in the same manner as the execution of this Agreement.
(b)
Tenant acknowledges and agrees that
this Agreement from Landlord to use a portion of the Building for the purposes
set forth herein is of a nonexclusive nature, and that Landlord, at its sole
discretion, has the right to grant other licenses, leases or rights of use, of
any kind or nature, to parties other than Tenant; provided that such uses do
not unreasonably interfere with Tenant’s access to and operation of the
Equipment.
(c)
Tenant agrees to comply with all
reasonable rules and regulations applicable to tenants in the Building as are
consistent with the use provided herein upon written notice to Tenant from
Landlord thereof.
(d)
This Agreement shall not be
recorded.
(e)
This Agreement will be governed by the
internal laws of the State of __________, without reference to its conflict of
laws provisions.
22. Tenant’s
Contact Person. For purposes of
contacting Tenant with respect to maintenance, repair and services issues, as
well as general questions or concerns, Landlord may contact the following
person (“Tenant’s Contact Person”):
Name:
Phone:
Fax:
Tenant may change Tenant’s Contact Person by giving 10
days’ prior written notice of such change to Landlord. Landlord agrees that communication via
telephone or facsimile with Tenant’s Contact Person shall in no way satisfy the
notice requirements set forth in other provisions of this Agreement, unless
those provisions expressly allow verbal or facsimile notification as an
acceptable means of fulfilling Landlord’s notification obligation.
EXECUTED as of
the day and year first written above.
LANDLORD: TENANT:
,
a ____________________ a
By: By: ___
Name: Name:
Title: Title:
Date: Date: