Rooftop. If Tenant desires to use the roof of the Project to install communication equipment to be used from the Premises and/or other equipment serving the Premises, Tenant may so notify Landlord in writing (“Roof Equipment Notice”), which Roof Equipment Notice shall describe the specifications for the equipment desired by Tenant and shall include elevations for such equipment. Any plans submitted by Tenant for the Improvements which include Roof Equipment shall serve as the Roof Equipment Notice for such Roof Equipment. Subject to all governmental laws, rules and regulations, Tenant and Tenant’s contractors (which shall first be approved by Landlord, such approval not to be unreasonably withheld, conditioned, or delayed) shall then have the right and access subject to the terms and conditions of this Lease to install, repair, replace, remove, operate and maintain Tenant’s equipment on the roof approved in advance by Landlord (collectively, the “Roof Equipment”), and which Roof Equipment may include, without limitation, HVAC equipment, other equipment serving the Premises and/or so-called “satellite dishes” or other similar communication devices, such as antennae, cable, wiring, conduits and related equipment serving the Premises from the rooftop, mechanical equipment, and heat exchanges, for the purpose of supplying HVAC to the Premises, receiving and sending radio, television, computer, telephone or other communication signals (at a location on the roof of the Project reasonably satisfactory to Landlord and Tenant and suitable for the effective reception, transmission and operation of such Roof Equipment), and/or otherwise serving the Tenant in the conduct of its business operations from the Premises for the Permitted Use. Subject to Landlord’s approval as part of the plans required hereunder as further provided herein and further subject to the terms and conditions of this Lease relating to construction of the Improvement and Alterations (as applicable), Tenant shall have the non-exclusive right to use its proportionate share of shafts, ducts, conduits, chases, utility closes and other facilities of the Building or Project as is reasonably necessary to connect the Rooftop Equipment (as hereinafter defined) to Tenant’s machinery and equipment in or about the Premises. Landlord shall have the right to require Tenant to install aesthetic screening reasonably designated by Landlord if the Rooftop Equipment is visible from street level. To the extent required with respect to the maintenance and repair of the Project or applicable laws, upon at least forty-five (45) days ‘prior written notice to Tenant, Landlord shall have the right to require Tenant to relocate, at Landlord’s sole cost, the Roof Equipment at any time to another location on the roof of the Project reasonably approved by Tenant, provided that such relocation will not materially and adversely affect the use of or otherwise materially and adversely interfere with the use of the Rooftop Equipment. Tenant shall retain Landlord’s designated roofing contractor to make any necessary penetrations and associated repairs to the roof in order to preserve Landlord’s roof warranty and Landlord shall use reasonable efforts to ensure that such contractor is competitively priced and reasonably available. In addition, subject to Landlord’s Rules and Regulations and the terms and conditions of Section 9(j) above, Landlord shall grant Tenant and such contractors with access to the roof of the Project on a twenty-four (24) hour per day basis to inspect and service its equipment on the roof. Tenant’s installation and operation of the Roof Equipment shall be governed by the following terms and conditions: (i) Tenant’s right to install, replace, repair, remove, operate and maintain the Roof Equipment shall be subject to all governmental laws, rules and regulations and Landlord makes no representation that such laws, rules and regulations permit such installation and operation. (ii) The location of the Roof Equipment shall be subject to Landlord’s reasonable approval, which shall not be unreasonably withheld, conditioned or delayed except in connection with a Design Problem (in which event Landlord may withhold its approval in its sole but good faith discretion). All plans for the Roof Equipment must be provided to and approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed except in connection with a Design Problem—in which event Landlord may withhold its approval in its sole but good faith discretion) prior to installation of such equipment by Tenant. (iii) All costs of installation, operation and maintenance of the Roof Equipment and any necessary related equipment (including, without limitation, costs of obtaining any necessary permits and connections to the Project’s electrical system) shall be borne by Tenant. (iv) It is expressly understood that, except as provided herein, Landlord retains the right to use the roof of the Project for any purpose whatsoever (subject to Section 12(c)(xii) below) provided that Landlord shall not materially interfere with Tenant’s use of the Roof Equipment or other equipment installed by Tenant under this Lease. (v) Tenant shall use the Roof Equipment so as not to cause any material interference to other tenants in the Project or with any other tenant’s Roof Equipment, to the extent such other tenant’s Roof Equipment is being operated on the roof prior to the installation of Tenant’s Roof Equipment and there is no subsequent modification to such other tenant’s Roof Equipment or the operation of same, and not to damage the Project or interfere with the normal operation of the Project. The Roof Equipment must be properly secured and installed so as not to be affected by high winds or other elements and must be properly grounded. The weight of the Roof Equipment may not exceed the load limits of the Project and in no event may the Roof Equipment or any appurtenant wiring or cable interfere with or otherwise adversely affect the electrical, HVAC, mechanical, structural, life/safety or other systems of the Project. (vi) Except as expressly provided herein, Landlord makes no representation that the Roof Equipment will be able to receive or transmit communication signals without interference or disturbance (whether or not by reason of the installation or use of similar equipment by others on the roof of adjacent buildings) and Tenant agrees that Landlord shall not be liable to Tenant therefor but Landlord agrees that Landlord shall not allow any other equipment on the roof of the Building or any other building or area located in the Project and controlled by Landlord or a Landlord-affiliate which does not exist (or does not exist in substantially the same condition) as of the date of Tenant’s installation of its Roof Equipment and which materially interferes with Tenant’s Roof Equipment. Tenant shall not lease or otherwise make the Roof Equipment available to any third party (except approved Transferees) and the Roof Equipment shall be only for Tenant’s or approved Transferees’ use in connection with the conduct of their business in the Premises. (vii) Tenant shall (i) be solely responsible for any damage caused as a result of the Roof Equipment, (ii) promptly pay any tax, license or permit fees charged pursuant to any laws or regulations in connection with the installation, maintenance or use of the Roof Equipment and comply with all reasonable precautions and safeguards recommended by all governmental authorities, and (iii) pay for all necessary repairs, replacements to or maintenance of the Roof Equipment, except to the extent necessitated due to the negligence or willful misconduct of Landlord, its agents, employees, or contractors (but subject to the waivers described in Section 14(d)). (viii) The Roof Equipment shall remain the sole property of Tenant. Tenant shall remove the Roof Equipment and related equipment at Tenant’s sole cost and expense upon the expiration or sooner termination of this Lease or upon the imposition of any governmental law or regulation which may require removal, and shall repair the Project upon such removal to the extent required by such work of removal. If Tenant fails to remove the Roof Equipment and repair the Project within thirty (30) days after the expiration or earlier termination of this Lease, Landlord may do so at Tenant’s expense. The provisions of this clause (viii) shall survive the expiration or earlier termination of this Lease. (ix) The Rooftop Equipment shall be deemed to constitute a portion of the Premises for purposes of Articles 13 and 14 of this Lease. (x) Tenant shall not be required to pay Landlord any fee for use or operation of the Roof Equipment or the space used by the Roof Equipment, it being understood that Tenant is only responsible to pay or reimburse Landlord for the actual, reasonable, out-of-pocket expenses that Landlord incurs in connection with the Rooftop Equipment to the extent attributable to Tenant’s request for specific services. (xi) Landlord shall use reasonable diligence to restore any interruption in electrical service to the Roof Equipment promptly, but Tenant shall have no claim for lost business or lost profits damages due to any such interruption, except (A) as provided in Section 11(i) above, and (B) Landlord shall be responsible for any such damages so incurred by Tenant to the extent of Landlord’s negligence or willful misconduct (but subject to the waivers described in Section 14(d)). Tenant acknowledges that Landlord may, as part of its maintenance and repair obligations at the Project, require a temporary interruption of electrical service that may cause a temporary disruption of service to the Roof Equipment. Landlord shall provide Tenant with no less than five (5) business day’s prior written notice of any such interruption, except in the event of an emergency but failure to provide such notice shall not constitute a default by Landlord hereunder. Landlord agrees to make a reasonable effort to schedule any such interruption outside the Project’s normal business hours. Landlord also agrees to make a reasonable effort to cooperate with Tenant in obtaining temporary alternate power during any such scheduled maintenance operations, but shall have no obligation to provide alternate power from emergency power sources. (xii) In the event that Tenant leases the entire Project, Tenant and any Transferee of Tenant then occupying space in the Project shall have the exclusive right to use the roof of the Project, subject to any rights granted by Landlord pursuant to agreements in existence as of the date Tenant leases the entire Project (including any renewal or extension of any then-existing agreements but not any expansion of the space or facilities applicable under such agreements). Tenant shall have the right to select its communication providers for the Roof Equipment, subject to the terms of Section 11(e) above.
Appears in 1 contract
Sources: Lease Agreement (Oncorus, Inc.)
Rooftop. If Tenant desires to use the roof of the Project to install communication equipment to be used from the Premises and/or other equipment serving the Premises, Tenant may so notify Landlord in writing (“Roof Equipment Notice”), which Roof Equipment Notice shall describe the specifications for the equipment desired by Tenant and shall include elevations for such equipment. Any plans submitted by Tenant for the Improvements which include Roof Equipment shall serve as the Roof Equipment Notice for such Roof Equipment. Subject to all governmental laws, rules and regulations, Tenant and Tenant’s contractors (which shall first be approved by Landlord, such approval not to be unreasonably withheld, conditioned, or delayed) shall then have the right and access subject to the terms and conditions of this Lease to install, repair, replace, remove, operate and maintain Tenant’s equipment on the roof approved in advance by Landlord (collectively, the “Roof Equipment”), and which Roof Equipment may include, without limitation, HVAC equipment, other equipment serving the Premises and/or so-called “satellite dishes” or other similar communication devices, such as antennae, cable, wiring, conduits and related equipment serving the Premises from the rooftop, mechanical equipment, and heat exchanges, for the purpose of supplying HVAC to the Premises, receiving and sending radio, television, computer, telephone or other communication signals (at a location on the roof of the Project reasonably satisfactory to Landlord and Tenant and suitable for the effective reception, transmission and operation of such Roof Equipment), and/or otherwise serving the Tenant in the conduct of its business operations from the Premises for the Permitted Use. Subject to Landlord’s approval as part of the plans required hereunder as further provided herein and further subject to the terms and conditions of this Lease relating to construction of the Improvement and Alterations (as applicable), Tenant shall have the non-exclusive right to use its proportionate share of shafts, ducts, conduits, chases, utility closes and other facilities of the Building or Project as is reasonably necessary to connect the Rooftop Equipment (as hereinafter defined) to Tenant’s machinery and equipment in or about the Premises. Landlord shall have the right to require Tenant to install aesthetic screening reasonably designated by Landlord if the Rooftop Equipment is visible from street level. To the extent required with respect to the maintenance and repair of the Project or applicable laws, upon at least forty-five (45) days ‘prior written notice to Tenant, Landlord shall have the right to require Tenant to relocate, at Landlord’s sole cost, the Roof Equipment at any time to another location on the roof of the Project reasonably approved by Tenant, provided that such relocation will not materially and adversely affect the use of or otherwise materially and adversely interfere with the use of the Rooftop Equipment. Tenant shall retain Landlord’s designated roofing contractor to make any necessary penetrations and associated repairs to the roof in order to preserve Landlord’s roof warranty and Landlord shall use reasonable efforts to ensure that such contractor is competitively priced and reasonably available. In addition, subject to Landlord’s Rules and Regulations and the terms and conditions of Section 9(j) above, Landlord shall grant Tenant and such contractors with access to the roof of the Project on a twenty-four (24) hour per day basis to inspect and service its equipment on the roof. Tenant’s installation and operation of the Roof Equipment shall be governed by the following terms and conditions:
(i) Tenant’s right to install, replace, repair, remove, operate and maintain the Roof Equipment shall be subject to all governmental laws, rules and regulations and Landlord makes no representation that such laws, rules and regulations permit such installation and operation.
(ii) The location of the Roof Equipment shall be subject to Landlord’s reasonable approval, which shall not be unreasonably withheld, conditioned or delayed except in connection with a Design Problem (in which event Landlord may withhold its approval in its sole but good faith discretion). All plans for the Roof Equipment must be provided to and approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed except in connection with a Design Problem—in which event Landlord may withhold its approval in its sole but good faith discretion) prior to installation of such equipment by Tenant.
(iii) All costs of installation, operation and maintenance of the Roof Equipment and any necessary related equipment (including, without limitation, costs of obtaining any necessary permits and connections to the Project’s electrical system) shall be borne by Tenant.
(iv) It is expressly understood that, except as provided herein, Landlord retains the right to use the roof of the Project for any purpose whatsoever (subject to Section 12(c)(xii) below) provided that Landlord shall not materially interfere with Tenant’s use of the Roof Equipment or other equipment installed by Tenant under this Lease.
(v) Tenant shall use the Roof Equipment so as not to cause any material interference to other tenants in the Project or with any other tenant’s Roof Equipment, to the extent such other tenant’s Roof Equipment is being operated on the roof prior to the installation of Tenant’s Roof Equipment and there is no subsequent modification to such other tenant’s Roof Equipment or the operation of same, and not to damage the Project or interfere with the normal operation of the Project. The Roof Equipment must be properly secured and installed so as not to be affected by high winds or other elements and must be properly grounded. The weight of the Roof Equipment may not exceed the load limits of the Project and in no event may the Roof Equipment or any appurtenant wiring or cable interfere with or otherwise adversely affect the electrical, HVAC, mechanical, structural, life/safety or other systems of the Project.
(vi) Except as expressly provided herein, Landlord makes no representation that the Roof Equipment will be able to receive or transmit communication signals without interference or disturbance (whether or not by reason of the installation or use of similar equipment by others on the roof of adjacent buildings) and Tenant agrees that Landlord shall not be liable to Tenant therefor but Landlord agrees that Landlord shall not allow any other telecommunications equipment on the roof of the Building or any other building or area located in (the Project and controlled by Landlord or a Landlord-affiliate which does not exist (or does not exist in substantially the same condition“Rooftop Equipment”) as of the date of to serve Tenant’s needs within the Building. Any such installation of its Roof Equipment and which materially interferes with Tenant’s Roof Equipment. Tenant shall not lease or otherwise make the Roof Equipment available to any third party (except approved Transferees) and the Roof Equipment shall be only for Tenant’s or approved Transferees’ use in connection with the conduct of their business in the Premises.
(vii) Tenant shall (i) be solely responsible for any damage caused as a result of the Roof Equipment, (ii) promptly pay any tax, license or permit fees charged pursuant to any laws or regulations in connection with the installation, maintenance or use of the Roof Equipment and comply with all reasonable precautions and safeguards recommended by all governmental authorities, and (iii) pay for all necessary repairs, replacements to or maintenance of the Roof Equipment, except to the extent necessitated due to the negligence or willful misconduct of Landlord, its agents, employees, or contractors (but subject to the waivers described in Section 14(d)).
(viii) The Roof Equipment shall remain the sole property of Tenant. Tenant shall remove the Roof Equipment and related equipment at Tenant’s sole cost and expense upon expense. Tenant shall keep all such Rooftop Equipment in good order, condition and repair, at Tenant’s sole cost and expense. Tenant’s installation of the expiration or sooner termination of this Lease or upon Rooftop Equipment shall be done in such a manner as not to void any existing roof warranties in place at the imposition Building (and Tenant shall indemnify and hold Landlord harmless in the event any such warranties are voided). Tenant shall, at Tenant’s sole cost and expense, be responsible to repair any damage to the Building, including the roof and roof membrane, caused by the installation of any governmental law or regulation which may require removal, and shall repair the Project upon such removal to the extent required by such work of removalRooftop Equipment. If Tenant fails to remove the Roof Equipment and repair the Project within thirty (30) days after At the expiration or earlier termination of this Lease, Landlord may do so at Tenant shall remove any Rooftop Equipment and repair any damage to the roof or roof membrane caused by the installation or removal of the Rooftop Equipment. Tenant’s expenseright to install such Rooftop Equipment shall be non-exclusive, and Tenant hereby expressly acknowledges Landlord’s continued right (i) to itself utilize any rooftop space, and (ii) to re-sell, license or lease any rooftop space to an unaffiliated third party. The provisions Furthermore, without limitation to the immediately preceding sentence, Tenant hereby acknowledges that Landlord has granted a right to AT&T to install an antenna and related equipment (the “AT&T Equipment”) on the roof as more specifically shown on Exhibit K, attached hereto. Tenant hereby agrees that employees and/or agents of AT&T shall have reasonable access to the roof in connection with the repair, maintenance, operation and replacement of the AT&T Equipment, subject to the requirements of Article 27 of this clause Lease. In the event Tenant elects to exercise its right to install the Rooftop Equipment, then Tenant shall give Landlord prior notice thereof and, at Landlord’s option, Landlord and Tenant shall execute an amendment to this Lease covering the matters addressed in this Section 29.35, the payment for installation costs of the Rooftop Equipment, the installation and maintenance of such Rooftop Equipment, Tenant’s indemnification of Landlord with respect thereto, Tenant’s obligation to remove such Rooftop Equipment (viiiand restore the roof to its previously existing condition) shall survive upon the expiration or earlier termination of this Lease.
(ix) The Rooftop Equipment shall be deemed to constitute a portion of the Premises for purposes of Articles 13 and 14 of this Lease.
(x) Tenant shall not be required to pay Landlord any fee for use or operation of the Roof Equipment or the space used by the Roof Equipment, it being understood that Tenant is only responsible to pay or reimburse Landlord for the actual, reasonable, out-of-pocket expenses that Landlord incurs in connection with the Rooftop Equipment to the extent attributable to Tenant’s request for specific services.
(xi) Landlord shall use reasonable diligence to restore any interruption in electrical service to the Roof Equipment promptly, but Tenant shall have no claim for lost business or lost profits damages due to any such interruption, except (A) as provided in Section 11(i) above, and (B) Landlord shall be responsible for any such damages so incurred by Tenant to the extent of Landlord’s negligence or willful misconduct (but subject to the waivers described in Section 14(d)). Tenant acknowledges that Landlord may, as part of its maintenance and repair obligations at the Project, require a temporary interruption of electrical service that may cause a temporary disruption of service to the Roof Equipment. Landlord shall provide Tenant with no less than five (5) business day’s prior written notice of any such interruption, except in the event of an emergency but failure to provide such notice shall not constitute a default by Landlord hereunder. Landlord agrees to make a reasonable effort to schedule any such interruption outside the Project’s normal business hours. Landlord also agrees to make a reasonable effort to cooperate with Tenant in obtaining temporary alternate power during any such scheduled maintenance operations, but shall have no obligation to provide alternate power from emergency power sourcesother related matters.
(xii) In the event that Tenant leases the entire Project, Tenant and any Transferee of Tenant then occupying space in the Project shall have the exclusive right to use the roof of the Project, subject to any rights granted by Landlord pursuant to agreements in existence as of the date Tenant leases the entire Project (including any renewal or extension of any then-existing agreements but not any expansion of the space or facilities applicable under such agreements). Tenant shall have the right to select its communication providers for the Roof Equipment, subject to the terms of Section 11(e) above.
Appears in 1 contract
Sources: Office Lease (Audience Inc)
Rooftop. If Tenant desires to use the roof of the Project to install communication equipment to be used from the Premises and/or other equipment serving the Premises, Tenant may so notify Landlord in writing (“Roof Communication Equipment Notice”), which Roof Communication Equipment Notice shall generally describe the specifications for the equipment desired by Tenant and shall include elevations Tenant. If at the time of Landlord’s receipt of the Communication Equipment Notice, Landlord reasonably determines that space is available on the roof of the Project for such equipment. Any plans submitted by Tenant for the Improvements which include Roof Equipment shall serve as the Roof Equipment Notice for such Roof Equipment. Subject , then subject to all governmental laws, rules and regulations, Tenant and Tenant’s contractors (which shall first be reasonably approved by Landlord, such approval not to be unreasonably withheld, conditioned, or delayed) shall then have the right and access subject to the terms and conditions of this Lease to install, repair, replace, remove, operate and maintain Tenant’s equipment on the roof approved in advance by Landlord (collectively, the “Roof Equipment”), and which Roof Equipment may include, without limitation, HVAC equipment, other equipment serving the Premises and/or a reasonable number of so-called “satellite dishes” or other similar communication devices, such as antennaeantennae (collectively, “Communication Equipment”) no greater than one (1) meter in diameter for each such piece of equipment, together with aesthetic screening designated by Landlord and all cable, wiring, conduits and related equipment serving the Premises from the rooftop, mechanical equipment, and heat exchanges, for the purpose of supplying HVAC to the Premises, receiving and sending radio, television, computer, telephone or other communication signals (signals, at a location on the roof of the Project reasonably satisfactory to Landlord and Tenant and suitable for the effective reception, transmission and operation of such Roof Equipment), and/or otherwise serving the Tenant in the conduct of its business operations from the Premises for the Permitted Use. Subject to designated by Landlord’s approval as part of the plans required hereunder as further provided herein and further subject to the terms and conditions of this Lease relating to construction of the Improvement and Alterations (as applicable), Tenant shall have the non-exclusive right to use its proportionate share of shafts, ducts, conduits, chases, utility closes and other facilities of the Building or Project as is reasonably necessary to connect the Rooftop Equipment (as hereinafter defined) to Tenant’s machinery and equipment in or about the Premises. Landlord shall have the right to require Tenant to install aesthetic screening reasonably designated by Landlord if relocate the Rooftop Equipment is visible from street level. To the extent required with respect to the maintenance and repair of the Project or applicable laws, upon at least forty-five (45) days ‘prior written notice to Tenant, Landlord shall have the right to require Tenant to relocate, at Landlord’s sole cost, the Roof Communication Equipment at any time to another location on the roof of the Project reasonably approved by Tenant, provided that such relocation will not materially and adversely affect the use of or otherwise materially and adversely interfere with the use of the Rooftop Equipment. Tenant shall retain Landlord’s designated roofing contractor to make any necessary penetrations and associated repairs to the roof in order to preserve Landlord’s roof warranty and Landlord shall use reasonable efforts to ensure that such contractor is competitively priced and reasonably available. In addition, subject to Landlord’s Rules and Regulations and the terms and conditions of Section 9(j) above, Landlord shall grant Tenant and such contractors with access to the roof of the Project on a twenty-four (24) hour per day basis to inspect and service its equipment on the roofwarranty. Tenant’s installation and operation of the Roof Communication Equipment shall be governed by the following terms and conditions:
(i) Tenant’s right to install, replace, repair, remove, operate and maintain the Roof Communication Equipment shall be subject to all governmental laws, rules and regulations and Landlord makes no representation that such laws, rules and regulations permit such installation and operation.
(ii) The location of All plans and specifications for the Roof Communication Equipment shall be subject to Landlord’s reasonable approval. However, which shall after initial installation of the Communication Equipment, Tenant may modify the Communication Equipment without Landlord’s approval of plans and specifications for such modifications provided that the weight load from such modification is not be unreasonably withheldincreased, conditioned or delayed except Tenant’s makes no penetrations to the roof in connection with a Design Problem (in which event Landlord may withhold its approval in its sole but good faith discretion). All plans for such modifications, such modifications do not interfere with any other then existing equipment of the Roof Equipment must be provided to roof of the Project and approved by Landlord (which approval shall the location of equipment on the roof of the Project is not be unreasonably withheld, conditioned or delayed except in connection with a Design Problem—in which event Landlord may withhold its approval in its sole but good faith discretion) prior to installation of such equipment by Tenantmodified.
(iii) All costs of installation, operation and maintenance of the Roof Communication Equipment and any necessary related equipment (including, without limitation, costs of obtaining any necessary permits and connections to the Project’s electrical system) shall be borne by Tenant.
(iv) It is expressly understood that, except as provided herein, that Landlord retains the right to use the roof of the Project for any purpose whatsoever (subject to Section 12(c)(xii) below) provided that Landlord shall not materially unduly interfere with Tenant’s use of the Roof Equipment or other equipment installed by Tenant under this LeaseCommunication Equipment.
(v) Tenant shall use the Roof Communication Equipment so as not to cause any material interference to other tenants in the Project or with any other tenant’s Roof Communication Equipment, to the extent such other tenant’s Roof Equipment is being operated on the roof prior to the installation of Tenant’s Roof Equipment and there is no subsequent modification to such other tenant’s Roof Equipment or the operation of same, and not to damage the Project or interfere with the normal operation of the Project. The Roof Equipment must be properly secured and installed so as not to be affected by high winds or other elements and must be properly grounded. The weight of the Roof Equipment may not exceed the load limits of the Project and in no event may the Roof Equipment or any appurtenant wiring or cable interfere with or otherwise adversely affect the electrical, HVAC, mechanical, structural, life/safety or other systems of the Project.
(vi) Except as expressly provided herein, Landlord shall not have any obligations with respect to the Communication Equipment. Landlord makes no representation that the Roof Communication Equipment will be able to receive or transmit communication signals without interference or disturbance (whether or not by reason of the installation or use of similar equipment by others on the roof of adjacent buildingsthe Project) and Tenant agrees that Landlord shall not be liable to Tenant therefor but Landlord agrees that Landlord shall not allow any other equipment on the roof of the Building or any other building or area located in the Project and controlled by Landlord or a Landlord-affiliate which does not exist (or does not exist in substantially the same condition) as of the date of Tenant’s installation of its Roof Equipment and which materially interferes with Tenant’s Roof Equipmenttherefor. Tenant shall not lease or otherwise make the Roof Communication Equipment available to any third party (except approved Transferees) and the Roof Communication Equipment shall be only for Tenant’s or approved Transferees’ use in connection with the conduct of their Tenant’s business in the Premises.
(vii) Tenant shall (iA) be solely responsible for any damage caused as a result of the Roof Communication Equipment, (iiB) promptly pay any tax, license or permit fees charged pursuant to any laws or regulations in connection with the installation, maintenance or use of the Roof Communication Equipment and comply with all reasonable precautions and safeguards recommended by all governmental authorities, and (iiiC) pay for all necessary repairs, replacements to or maintenance of the Roof Communication Equipment, except to the extent necessitated due to the negligence or willful misconduct of Landlord, its agents, employees, or contractors (but subject to the waivers described in Section 14(d)).
(viii) The Roof Communication Equipment shall remain the sole property of Tenant. Tenant shall remove the Roof Communication Equipment and related equipment at Tenant’s sole cost and expense upon the expiration or sooner termination of this Lease or upon the imposition of any governmental law or regulation which may require removal, and shall repair the Project upon such removal to the extent required by such work of removal. If Tenant fails to remove the Roof Communication Equipment and repair the Project within thirty fifteen (3015) days after the expiration or earlier termination of this Lease, Landlord may do so at Tenant’s expense. The provisions of this clause (viiiSection 12(c)(viii) shall survive the expiration or earlier termination of this Lease.
(ix) The Rooftop Communication Equipment shall be deemed to constitute a portion of the Premises for purposes of Articles Article 13 and 14 of this Lease.
(x) Upon request from Landlord, Tenant shall not be required agrees to pay execute a license agreement with Landlord any fee for or Landlord’s rooftop management company regarding Tenant’s installation, use or and operation of the Roof Equipment or the space used by the Roof Communication Equipment, it being understood that Tenant is only responsible to pay or reimburse Landlord for the actual, reasonable, out-of-pocket expenses that Landlord incurs in connection with the Rooftop Equipment to the extent attributable to Tenant’s request for specific services.
(xi) Landlord shall use reasonable diligence to restore any interruption in electrical service to the Roof Equipment promptly, but Tenant shall have no claim for lost business or lost profits damages due to any such interruption, except (A) as provided in Section 11(i) above, and (B) Landlord which license agreement shall be responsible for any such damages so incurred by Tenant to in commercially reasonable form and shall incorporate the extent terms and conditions of Landlord’s negligence or willful misconduct (but subject to the waivers described in this Section 14(d)12(c). Tenant acknowledges that such license agreement will require Tenant to pay a one-time initial oversight fee to Landlord may, as part of its maintenance and repair obligations at or the Project, require a temporary interruption of electrical service that may cause a temporary disruption of service to rooftop management company in connection with the Roof Equipment. Landlord shall provide Tenant with no less than five (5) business day’s prior written notice of any such interruption, except in the event of an emergency but failure to provide such notice shall not constitute a default by Landlord hereunder. Landlord agrees to make a reasonable effort to schedule any such interruption outside the Project’s normal business hours. Landlord also agrees to make a reasonable effort to cooperate with Tenant in obtaining temporary alternate power during any such scheduled maintenance operations, but shall have no obligation to provide alternate power from emergency power sources.
(xii) In the event that Tenant leases the entire Project, Tenant and any Transferee of Tenant then occupying space in the Project shall have the exclusive right to use the roof installation of the Project, subject to any rights granted by Landlord pursuant to agreements in existence as of the date Tenant leases the entire Project (including any renewal or extension of any then-existing agreements but not any expansion of the space or facilities applicable under such agreements). Tenant shall have the right to select its communication providers for the Roof Communication Equipment, subject not to the terms of Section 11(e) aboveexceed One Thousand Five Hundred Dollars ($1,500.00).
Appears in 1 contract
Rooftop. If Tenant desires shall have the non-exclusive right to use place communications equipment such as an antenna, dish or other device on the roof of the Project Buildings on the following terms and conditions: (a) Landlord shall have the right to install communication equipment approve Tenant’s plans for any such installation in Landlord’s reasonable discretion, (b) such installation shall not void any warranty relating to be used from the Premises and/or other equipment serving roofs of the PremisesBuildings, or if required by the warranty, Tenant may so notify Landlord in writing (“Roof Equipment Notice”), which Roof Equipment Notice shall describe use the specifications for roof contractor required by the equipment desired by Tenant and shall include elevations warranty for such equipment. Any plans submitted by Tenant for installation and (c) at the Improvements which include Roof Equipment shall serve as end of the Roof Equipment Notice for such Roof Equipment. Subject to all governmental laws, rules and regulationsTerm of this Lease, Tenant and shall remove Tenant’s contractors communications equipment and repair any damage to the roofs of the Buildings caused by such removal. Tenant shall have the right to use the roofs of the Buildings, subject to applicable local laws (which shall first be approved by if any) and subject to Landlord’s prior approval of Tenant’s plans for any such use, such approval not to be unreasonably withheld, delayed or conditioned, or delayed) shall then have the right and access subject which approval may include a screening plan to the terms and conditions of this Lease to install, repair, replace, remove, operate and maintain be paid for by Tenant’s equipment on the roof approved in advance by Landlord (collectively, the “Roof Equipment”), and which Roof Equipment may include, without limitation, HVAC equipment, other equipment serving the Premises and/or so-called “satellite dishes” or other similar communication devices, such as antennae, cable, wiring, conduits and related equipment serving the Premises from the rooftop, mechanical equipment, and heat exchanges, for the purpose of supplying HVAC to the Premises, receiving and sending radio, television, computer, telephone or other communication signals (at a location on the roof of the Project reasonably satisfactory to Landlord and Tenant and suitable for the effective reception, transmission and operation of such Roof Equipment), and/or otherwise serving the Tenant in the conduct of its business operations from the Premises for the Permitted Use. Subject to Landlord’s approval as part of the plans required hereunder as further provided herein and further subject to the terms and conditions of this Lease relating to construction of the Improvement and Alterations (as applicable), Tenant shall have the non-exclusive right to use its proportionate share of shafts, ducts, conduits, chases, utility closes and other facilities of the Building or Project as is reasonably necessary to connect the Rooftop Equipment (as hereinafter defined) to Tenant’s machinery and equipment in or about the Premises. Landlord shall have the right to require Tenant to install aesthetic screening reasonably designated by Landlord if the Rooftop Equipment is visible from street level. To the extent required with respect to the maintenance and repair of the Project or applicable laws, upon at least forty-five (45) days ‘prior written notice to Tenant, Landlord shall have the right to require Tenant to relocate, at Landlord’s sole cost, the Roof Equipment at not grant any time to another location on the roof of the Project reasonably approved by Tenant, provided that such relocation will not materially and adversely affect the use of or otherwise materially and adversely interfere with the use of the Rooftop Equipment. Tenant shall retain Landlord’s designated roofing contractor to make any necessary penetrations and associated repairs to the roof in order to preserve Landlord’s roof warranty and Landlord shall use reasonable efforts to ensure that such contractor is competitively priced and reasonably available. In addition, subject to Landlord’s Rules and Regulations and the terms and conditions of Section 9(j) above, Landlord shall grant Tenant and such contractors with access to the roof of the Project on a twenty-four (24) hour per day basis to inspect and service its equipment on the roof. Tenant’s installation and operation of the Roof Equipment shall be governed by the following terms and conditions:
(i) Tenant’s right to install, replace, repair, remove, operate and maintain the Roof Equipment shall be subject to all governmental laws, rules and regulations and Landlord makes no representation that such laws, rules and regulations permit such installation and operation.
(ii) The location of the Roof Equipment shall be subject to Landlord’s reasonable approval, which shall not be unreasonably withheld, conditioned or delayed except in connection with a Design Problem (in which event Landlord may withhold its approval in its sole but good faith discretion). All plans for the Roof Equipment must be provided to and approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed except in connection with a Design Problem—in which event Landlord may withhold its approval in its sole but good faith discretion) prior to installation of such equipment by Tenant.
(iii) All costs of installation, operation and maintenance of the Roof Equipment and any necessary related equipment (including, without limitation, costs of obtaining any necessary permits and connections to the Project’s electrical system) shall be borne by Tenant.
(iv) It is expressly understood that, except as provided herein, Landlord retains other party the right to use the roof rooftop for telecommunications equipment other than tenants of the Project for Buildings. Landlord agrees that the use of the roof by Landlord and any purpose whatsoever (subject of the other tenants of the relevant Building will be limited to Section 12(c)(xii) below) provided that Landlord communications equipment and such equipment shall not materially interfere with the Premises, with Tenant’s use of the Roof Equipment or other equipment installed by Tenant under this Lease.
(v) Tenant shall use the Roof Equipment so as not to cause any material interference to other tenants in the Project roof, or with any other tenant’s Roof Equipment, to the extent such other tenant’s Roof Equipment is being operated on the roof prior to the installation visibility of Tenant’s Roof Equipment and there is no subsequent modification to such other tenant’s Roof Equipment or the operation of same, and not to damage the Project or interfere with the normal operation of the Project. The Roof Equipment must be properly secured and installed so as not to be affected by high winds or other elements and must be properly grounded. The weight of the Roof Equipment may not exceed the load limits of the Project and in no event may the Roof Equipment or any appurtenant wiring or cable interfere with or otherwise adversely affect the electrical, HVAC, mechanical, structural, life/safety or other systems of the Project.
(vi) Except as expressly provided herein, Landlord makes no representation that the Roof Equipment will be able to receive or transmit communication signals without interference or disturbance (whether or not by reason of the installation or use of similar equipment by others on the roof of adjacent buildings) and Tenant agrees that Landlord shall not be liable to Tenant therefor but Landlord agrees that Landlord shall not allow any other equipment on the roof of the Building or any other building or area located in the Project and controlled by Landlord or a Landlord-affiliate which does not exist (or does not exist in substantially the same condition) as of the date of Tenant’s installation of its Roof Equipment and which materially interferes with Tenant’s Roof Equipmentsignage. Tenant shall not lease or otherwise make the Roof Equipment available to any third party (except approved Transferees) and the Roof Equipment shall be only for Tenant’s or approved Transferees’ use in connection with the conduct of their business in the Premises.
(vii) Tenant shall (i) be solely responsible for and agrees to promptly make any damage caused as a result of repairs or replacements to the Roof Equipment, (ii) promptly pay roof necessitated by any tax, license or permit fees charged pursuant to any laws or regulations in connection with the installation, maintenance or use of the Roof Equipment and comply with all reasonable precautions and safeguards recommended roof by all governmental authorities, and (iii) pay for all necessary repairs, replacements to Tenant or maintenance of the Roof Equipment, except to the extent necessitated due to the negligence or willful misconduct of Landlord, its Tenant’s agents, employeescontractors, employees or contractors (but subject to the waivers described in Section 14(d)).
(viii) The Roof Equipment shall remain the sole property of Tenant. Tenant shall remove the Roof Equipment and related equipment at Tenant’s sole cost and expense upon the expiration or sooner termination of this Lease or upon the imposition of any governmental law or regulation which may require removal, and shall repair the Project upon such removal to the extent required by such work of removal. If Tenant fails to remove the Roof Equipment and repair the Project within thirty (30) days after the expiration or earlier termination of this Lease, Landlord may do so at Tenant’s expense. The provisions of this clause (viii) shall survive the expiration or earlier termination of this Lease.
(ix) The Rooftop Equipment shall be deemed to constitute a portion of the Premises for purposes of Articles 13 and 14 of this Lease.
(x) Tenant shall not be required to pay Landlord any fee for use or operation of the Roof Equipment or the space used by the Roof Equipment, it being understood that Tenant is only responsible to pay or reimburse Landlord for the actual, reasonable, out-of-pocket expenses that Landlord incurs in connection with the Rooftop Equipment to the extent attributable to Tenant’s request for specific services.
(xi) Landlord shall use reasonable diligence to restore any interruption in electrical service to the Roof Equipment promptly, but Tenant shall have no claim for lost business or lost profits damages due to any such interruption, except (A) as provided in Section 11(i) above, and (B) Landlord shall be responsible for any such damages so incurred by Tenant to the extent of Landlord’s negligence or willful misconduct (but subject to the waivers described in Section 14(d)). Tenant acknowledges that Landlord may, as part of its maintenance and repair obligations at the Project, require a temporary interruption of electrical service that may cause a temporary disruption of service to the Roof Equipment. Landlord shall provide Tenant with no less than five (5) business day’s prior written notice of any such interruption, except in the event of an emergency but failure to provide such notice shall not constitute a default by Landlord hereunder. Landlord agrees to make a reasonable effort to schedule any such interruption outside the Project’s normal business hours. Landlord also agrees to make a reasonable effort to cooperate with Tenant in obtaining temporary alternate power during any such scheduled maintenance operations, but shall have no obligation to provide alternate power from emergency power sources.
(xii) In the event that Tenant leases the entire Project, Tenant and any Transferee of Tenant then occupying space in the Project shall have the exclusive right to use the roof of the Project, subject to any rights granted by Landlord invitees pursuant to agreements in existence as of the date Tenant leases the entire Project (including this Section 4.3. In no event shall any renewal tenant or extension of any then-existing agreements but not any expansion of the space or facilities applicable under such agreements). Tenant shall have the right other party be permitted to select its communication providers for the Roof Equipment, subject to the terms of Section 11(e) aboveplace signage on either Building’s rooftop.
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Sources: Lease Agreement (Del Monte Foods Co)