Rooftop Mounted Items. Landlord hereby grants Tenant a non-exclusive license to install certain telecommunications equipment, consisting of satellite and/or microwave dishes and appurtenant supports, communication cabling and other necessary ancillary installations (hereinafter, the “Rooftop Installations”) on the roof of the Building (the “Roof”) for Tenant’s use during the Lease Term, subject to the terms and conditions set forth below, and access thereto, from time to time, to perform maintenance, repairs, inspections, and installations relating thereto. Any installation of the Rooftop Installations and appurtenant installations shall be performed with Landlord’s prior written consent not to be unreasonably withheld, conditioned or delayed, and in accordance with the provisions hereof and Article 8. Such license shall in no way limit Landlord’s right to enter any portion of the Roof, Building or Project, including the area where the Rooftop Installations are located, or to use any portion of the Building or Project, including the Roof, in such a manner and for such uses and purposes as Landlord determines in its sole discretion, including, without limitation, placing or allowing other licensees or tenants to place antennae and related equipment in any such areas. The Rooftop Installations are and shall remain the property of Tenant or its successors or assigns, and Landlord and Tenant agree that the Rooftop Installations are not a fixture pursuant to the Lease or by operation of law. The term of this non-exclusive license shall be concurrent with the Lease Term, unless sooner terminated by Landlord because of a breach by Tenant of one or more of the covenants set forth below. Tenant’s rights hereunder are expressly conditioned upon and limited by the following: (a) The precise location of the Rooftop Installations on the Roof shall be subject to the approval of Landlord not to be unreasonably withheld, conditioned or delayed; (b) Landlord shall specify the method of shielding the Rooftop Installations from view, or other decorative architectural features required to make the Rooftop Installations aesthetically pleasing in Landlord’s reasonable discretion, provided that Landlord hereby agrees that Tenant shall not be required to install any shielding or other decorative architectural features if and to the extent such shielding or features will negatively impact or interfere with the transmission signal generated or received by the Rooftop Installations or will otherwise negatively impact the functionality of the Rooftop Installations for Tenant’s intended purposes, as reasonably determined by Tenant’s contractor; (c) Tenant shall submit to Landlord any plans for installation and operation of the Rooftop Installations for Landlord’s prior written approval, not to be unreasonably withheld, conditioned or delayed, including the aesthetic shielding noted above; (d) Tenant shall submit to Landlord a construction schedule for the construction and installation of the Rooftop Installations and architectural shielding subject to Landlord’s prior written approval, not to be unreasonably withheld, conditioned or delayed, and thereafter conform to such schedule; (e) The installation, use, operation and maintenance of the Rooftop Installations by Tenant shall be in compliance with all Applicable Laws. Without limitation on the generality of the foregoing, Tenant shall secure and maintain in force and effect all governmental licenses, permits and approvals required for the installation and use of the Rooftop Installations, including any requisite building permits; (f) Tenant’s access to the Roof for purposes of installing and maintaining the Rooftop Installations and related facilities shall be subject to such procedures, regulations and limitations as Landlord may reasonably impose. To the extent any cost to operate the Rooftop Installations is not separately metered to Tenant, Tenant shall reimburse Landlord for any cost incurred in connection therewith, which payment shall be made within thirty (30) days after request therefor; (g) Any penetrations into the Roof in connection with the installation, use, maintenance and/or removal of the Rooftop Installations and all appurtenances thereto shall only be performed with the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such penetrations into the Roof shall only be made in accordance with Landlord’s reasonable procedures established therefor. The route of any cabling between the Rooftop Installations and Premises shall be designated by Landlord. It is understood and agreed that Landlord is not obligated to make any structural or other alterations, additions, or improvements in or to the Building or Project, including, without limitation, the Roof, in connection with Tenant’s installation of the Rooftop Installations, and the area where the Rooftop Installations will be located shall be delivered to Tenant in an “as-is, where-is” condition. Any cost required to build out or otherwise prepare such area for use by Tenant, including, without limitation, the construction of demising walls and other improvements or alterations deemed reasonably necessary by Landlord (provided that Landlord hereby agrees that Tenant shall not be required to construct or install any improvements or alterations if and to the extent such improvements or alterations will negatively impact or interfere with the transmission signal generated or received by the Rooftop Installations or will otherwise negatively impact the functionality of the Rooftop Installations for Tenant’s intended purposes, as reasonably determined by Tenant’s contractor), shall be paid by Tenant. Tenant shall be responsible to ensure that the installation (including, without limitation, any penetrations of the Roof in connection therewith), placement and continuing maintenance of the Rooftop Installations on the Roof of the Building shall not cause a termination or modification of the warranty obtained by Landlord for the Roof of the Building. Any damage to the Roof caused by Tenant’s or Tenant Parties’ activity on the Roof, including, without limitation, any additional wear and tear to the Roof occasioned by the installation (including, without limitation, any penetrations of the Roof in connection therewith) or maintenance of the Rooftop Installations shall be paid for only by Tenant, and Landlord shall have no responsibility therefor. Any costs related to additional improvements to the Building (including, without limitation, reinforcement of the Roof, if necessary) required to accommodate the Rooftop Installations shall only be the Tenant’s responsibility, and Landlord shall have no responsibility therefor. Roof pads, if specified by Landlord, shall be used under the Rooftop Installations; (h) Tenant agrees that, if Landlord makes any repairs or maintenance to the Building or Common Areas, or any alterations, modifications, additions or improvements to the Building or Common Areas, including any such work to the electrical, mechanical or other operating systems within the Building, Tenant at its sole cost shall make any concomitant adjustments or modifications to the Rooftop Installations and its related facilities, as such adjustments and modifications are determined to be reasonably necessary by any architect, engineer or other contractor engaged by Landlord in connection therewith, or, at Tenant’s option, the Rooftop Installations may be removed by Tenant from the Roof at any time. The making of the requisite adjustments and modifications for the Rooftop Installations and its related facilities shall be made in accordance with plans and specifications which are prepared, submitted, reviewed and approved by Landlord in its reasonable discretion; (i) In the event Landlord elects to perform repairs, maintenance or replacement of the Roof (“Roof Repairs”), Tenant will be responsible for relocation or removal of the Rooftop Installation in order for Landlord to complete the Roof Repairs in a commercially reasonable manner. In the event the Rooftop Installations are not removed or relocated in a timely fashion, Landlord shall have the right to remove or relocate the Rooftop Installations. All costs related to the removal or relocation of the Rooftop Installations shall only be the responsibility of the Tenant, and Landlord shall have no responsibility therefor. Landlord shall not be held liable for any interruptions or damage to the Rooftop Installations resulting from the relocation or removal of the Rooftop Installations; (j) Tenant shall be solely responsible for resolving technical interference problems between the Rooftop Installations and other equipment located at the Project, including, without limitation, any other communications equipment installed on the Roof by other tenants of the Project and Landlord shall have no responsibility therefor and, in the event that there are other wireless telecommunications facilities located in the Project, Tenant shall reasonably cooperate with such other carriers to resolve any issues of interference in an equitable fashion. The Rooftop Installations shall not disturb the communications configurations, equipment, and/or frequency of other communications equipment that previously existed in the Project and the Rooftop Installations shall comply with all non-interference rules of the Federal Communications Commission (“FCC”). Tenant acknowledges that Landlord may elect to enter into agreements with other wireless telecommunications operators, including other tenants of the Project, and that Tenant may be required to share certain common facilities with such operators. It is the intent of Landlord to consolidate and coordinate all such wireless telecommunications facilities at the Project in a logical manner in order to maximize use of space and minimize the impact (visual and otherwise) of wireless telecommunications equipment and antennas, including the Rooftop Installations. Tenant acknowledges that it has no exclusive rights for operating a wireless telecommunications facility on the Roof and that Landlord shall have the right to enter into leases, licenses, permits, and agreements with other telecommunications operators. Tenant agrees to reasonably cooperate with the other wireless telecommunications operators and Landlord to coordinate efficient collocation of equipment and antennas and to promptly resolve any interference issues that may arise due to the presence of multiple operators. Tenant shall operate within its FCC-approved frequencies and shall not materially alter the nature of its use or transmissions, or otherwise unreasonably interfere with the operations of any other wireless telecommunications operators on the Project; (k) At the expiration or earlier termination of the Lease, Tenant shall remove or cause the removal of the Rooftop Installations and related facilities from the Building completely at Tenant’s cost and expense. Such removal shall be done in a good and workmanlike manner, and Tenant at its cost and expense shall repair and restore any resulting injury or damage to the Building and common areas. If Tenant fails to complete the removal by the expiration or earlier termination of this Lease, then at Landlord’s election, the Rooftop Installations and related facilities shall be deemed abandoned and at Landlord’s option, in its reasonable discretion, shall thereupon become the property of Landlord, in which case Landlord may possess, use, dispose of and otherwise enjoy the beneficial incidents of the ownership thereof as Landlord deems appropriate. Tenant hereby irrevocably waives any rights it has to the contrary under Applicable Laws; (l) Intentionally deleted; (m) Tenant agrees to indemnify, protect and hold Landlord and Landlord Parties harmless and, at Landlord’s option, defend Landlord and Landlord Parties (with counsel acceptable to Landlord), from and against any and all suits, actions, legal proceedings, claims, demands, costs, and expenses (including attorneys’ fees and expenses) of whatever kind or character relating to or arising out of (a) Tenant’s and/or Tenant Parties’ use of the Roof, Building and/or Common Areas in connection with the installation, use, maintenance and/or removal of the Rooftop Installation and all appurtenances thereto, including, but not limited to, personal injury (including death) to any person, including Tenant and/or Tenant Parties, and/or property damage by or to any person, including Tenant and/or Tenant Parties, (b) claims of lien from Tenant Parties in connection with the installation, use, maintenance and/or removal of the Rooftop Installation and all appurtenances thereto, and (c) violation of any Applicable Laws by Tenant and/or Tenant Parties in connection with the installation, use, maintenance and/or removal of the Rooftop Installation and all appurtenances thereto; and (n) Tenant agrees and understands that the review of all plans by Landlord is only to protect the interests of Landlord in the Building, and Landlord shall not be the guarantor of, nor responsible for, the correctness, completeness or accuracy of any such plans or compliance of such plans with Applicable Laws. Landlord’s approval of any plans, work or any matter under this section shall not: (i) constitute an opinion or agreement by Landlord that such plans for the Rooftop Installation are in compliance with all Applicable Laws, (ii) impose any present or future liability on Landlord; (iii) constitute a waiver of Landlord’s rights hereunder or under the Lease; (iv) impose on Landlord any responsibility for a design and/or construction defect or fault in the Rooftop Installation, (v) constitute a representation or warranty regarding the accuracy, completeness or correctness thereof of any plans, or (vi) constitute a representation or warranty that such plans or any work are in accordance with industry standards or will make the Rooftop Installation operational or functional upon completion.
Appears in 1 contract
Sources: Office Lease (COUPONS.com Inc)
Rooftop Mounted Items. Landlord hereby grants Tenant a non-exclusive license to install certain telecommunications equipment, consisting of satellite and/or microwave dishes and appurtenant supports, communication cabling and other necessary ancillary installations (hereinafter, the “Antennae”), and/or supplemental HVAC installations (hereinafter, collectively, the “Rooftop Installations”) on the roof of the Building (the “Roof”) for Tenant’s use during the Lease Term, subject to the terms and conditions set forth below, and access thereto, from time to time, thereto to perform maintenance, repairs, inspections, and installations relating thereto. Any installation of the Rooftop Installations and appurtenant installations shall be performed with Landlord’s prior written consent, which consent shall not to be unreasonably withheld, conditioned or delayed, and otherwise performed in accordance with the provisions hereof and Article 88 (including, without limitation, Section 8.6). Such license shall in no way limit Landlord’s right to enter any portion of the Roof, Building or Project, including the area where the Rooftop Installations are located, or to use any portion of the Building or Project, including the Roof, in such a manner and for such uses and purposes as Landlord determines in its sole discretion, including, without limitation, placing or allowing other licensees or tenants to place antennae and related equipment in any such areas. The Rooftop Installations are and shall remain the property of Tenant or its successors or assigns, and Landlord and Tenant agree that the Rooftop Installations are not a fixture pursuant to the Lease or by operation of law. Accordingly, unless otherwise agreed to by Landlord and Tenant, Tenant shall, subject to the terms and conditions of Section 8.6, remove the Rooftop Installations at the expiration or earlier termination of this Lease in accordance with the terms and conditions of Articles 8 and 15 of this Lease. The term of this non-exclusive license shall be concurrent with the Lease TermTerm (as the same may be extended), unless sooner terminated by Landlord because of a breach by Tenant (beyond applicable notice and cure periods) of one or more of the covenants set forth below. Tenant’s rights hereunder are expressly conditioned upon and limited by the following:
(a) The precise location of the Rooftop Installations on the Roof shall be subject to the approval of Landlord not to be unreasonably withheld, conditioned or delayed;
(b) Landlord shall specify the method of shielding the Rooftop Installations from view, or other decorative architectural features required to make the Rooftop Installations aesthetically pleasing in Landlord’s reasonable discretion, provided that Landlord hereby agrees that Tenant shall not be required to install any shielding or other decorative architectural features if and to the extent such shielding or features will negatively impact or interfere with the transmission signal generated or received by the Rooftop Installations or will otherwise negatively impact the functionality of the Rooftop Installations for Tenant’s intended purposes, as reasonably determined by Tenant’s contractor;
(c) Tenant shall submit to Landlord any plans for installation and operation of the Rooftop Installations for Landlord’s prior written approval, not to be unreasonably withheld, conditioned or delayed, including the aesthetic shielding noted above;
(d) Tenant shall submit to Landlord a construction schedule for the construction and installation of the Rooftop Installations and architectural shielding subject to Landlord’s prior written approval, not to be unreasonably withheld, conditioned or delayed, and thereafter conform to such schedule;
(e) The installation, use, operation and maintenance of the Rooftop Installations by Tenant shall be in compliance with all Applicable Laws. Without limitation on the generality of the foregoing, Tenant shall secure and maintain in force and effect all governmental licenses, permits and approvals required for the installation and use of the Rooftop Installations, including any requisite building permits;
(f) Tenant’s access to the Roof for purposes of installing and maintaining the Rooftop Installations and related facilities shall be subject to such procedures, regulations and limitations as Landlord may reasonably impose. To the extent any cost to operate the Rooftop Installations is not separately metered to Tenant, Tenant shall reimburse Landlord for any cost incurred in connection therewith, which payment shall be made within thirty (30) days after request therefortherefore;
(g) Any penetrations into the Roof in connection with the installation, use, maintenance and/or removal of the Rooftop Installations and all appurtenances thereto shall only be performed with the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such penetrations into the (62) Mountain View Research ParkNeuropace, Inc. Roof shall only be made in accordance with Landlord’s reasonable procedures established therefor. The route of any cabling between the Rooftop Installations and Premises shall be designated by Landlord. It is understood and agreed that Landlord is not obligated to make any structural or other alterations, additions, or improvements in or to the Building or Project, including, without limitation, the Roof, in connection with Tenant’s installation of the Rooftop Installations, and the area where the Rooftop Installations Antennae will be located shall be delivered to Tenant in an “as-is, where-is” condition. Any cost required to build out or otherwise prepare such area for use by Tenant, including, without limitation, the construction of demising walls and other improvements or alterations deemed reasonably necessary by Landlord (provided that Landlord hereby agrees that Tenant shall not be required to construct or install any improvements or alterations if and to the extent such improvements or alterations will negatively impact or interfere with the transmission signal generated or received by the Rooftop Installations or will otherwise negatively impact the functionality of the Rooftop Installations for Tenant’s intended purposes, as reasonably determined by Tenant’s contractor)Landlord, shall be paid by Tenant. Tenant shall be responsible to ensure that the installation (including, without limitation, any penetrations of the Roof in connection therewith), placement and continuing maintenance of the Rooftop Installations on the Roof of the Building shall not cause a termination or modification of the warranty obtained by Landlord for the Roof of the Building. Any damage to the Roof caused by Tenant’s or Tenant Parties’ activity on the Roof, including, without limitation, any additional wear and tear to the Roof occasioned by the installation (including, without limitation, any penetrations of the Roof in connection therewith) or maintenance of the Rooftop Installations shall be paid for only by Tenant, and Landlord shall have no responsibility therefor. Any costs related to additional improvements to the Building (including, without limitation, reinforcement of the Roof, if necessary) that may be required to accommodate the Rooftop Installations shall only be the Tenant’s responsibility, and Landlord shall have no responsibility therefor. Roof pads, if specified by Landlord, shall be used under the Rooftop InstallationsAntennae;
(h) Tenant agrees that, if Landlord makes any repairs or maintenance to the Building or Common Areas, or any alterations, modifications, additions or improvements to the Building or Common Areas, including any such work to the electrical, mechanical or other operating systems within the Building, Tenant at its sole cost shall make any concomitant adjustments or modifications to the Rooftop Installations and its related facilities, as such adjustments and modifications are determined to be reasonably necessary by any architect, engineer or other contractor engaged by Landlord in connection therewith, or, at Tenant’s option, if the Rooftop Installations Installation is the Antennae, the Antennae may be removed by Tenant from the Roof at any time. The making of the requisite adjustments and modifications for the Rooftop Installations and its related facilities shall be made in accordance with plans and specifications which are prepared, submitted, reviewed and approved by Landlord in its reasonable discretion;
(i) In the event Landlord elects to perform repairs, maintenance or replacement of the Roof (“Roof Repairs”), Tenant will be responsible for relocation or removal of the Antennae (assuming the Antennae is the Rooftop Installation Installation) in order for Landlord to complete the Roof Repairs in a commercially reasonable manner. In the event the Rooftop Installations are Antennae is not removed or relocated in a timely fashion, Landlord shall have the right to remove or relocate the Rooftop InstallationsAntennae upon the expiration of five (5) business days following Landlord’s prior notice. All reasonable, out of pocket costs incurred by Landlord and related to the removal or relocation of the Rooftop Installations Antennae shall only be the responsibility of the Tenant, and Landlord shall have no responsibility therefor. Landlord shall not be held liable for any interruptions or damage to the Rooftop Installations Antennae resulting from the relocation or removal of the Rooftop InstallationsAntennae;
(j) Assuming the Antennae is the Rooftop Installation Tenant shall be solely responsible for resolving technical interference problems between the Rooftop Installations Antennae and other equipment located at the Project, including, without limitation, any other communications equipment installed on the Roof by other tenants of the Project and Landlord shall have no responsibility therefor and, in the event that there are other wireless telecommunications facilities located in the Project, Tenant shall reasonably cooperate with such other carriers to resolve any issues of interference in an equitable fashion. The Rooftop Installations Antennae shall not disturb the communications configurations, equipment, and/or frequency of other communications equipment that previously existed in the Project and the Rooftop Installations Antennae shall comply with all non-interference rules of the Federal Communications Commission (“FCC”). Tenant acknowledges that Landlord may elect to enter into agreements with other wireless telecommunications operators, including other tenants of the Project, and that Tenant may be required to share certain common facilities with such operators. It is the intent of Landlord to consolidate and coordinate all such wireless telecommunications facilities at the Project in a logical manner in order to maximize use of space and minimize the impact (visual and otherwise) of wireless telecommunications equipment and antennas, including the Rooftop InstallationsAntennae. Tenant acknowledges that it has no exclusive rights for operating a wireless telecommunications facility (63) Mountain View Research ParkNeuropace, Inc. on the Roof and that Landlord shall have the right to enter into leases, licenses, permits, and agreements with other telecommunications operators. Tenant agrees to reasonably cooperate with the other wireless telecommunications operators and Landlord to coordinate efficient collocation of equipment and antennas and to promptly resolve any interference issues that may arise due to the presence of multiple operators. Tenant shall operate within its FCC-approved frequencies and shall not materially alter the nature of its use or transmissions, or otherwise unreasonably interfere with the operations of any other wireless telecommunications operators on the Project;
(k) At Assuming the Antennae is the Rooftop Installation, at the expiration or earlier termination of the Lease, Tenant shall remove or cause the removal of the Rooftop Installations Antennae and its related facilities from the Building completely at Tenant’s cost and expense. Such removal shall be done in a good and workmanlike manner, and Tenant at its cost and expense shall repair and restore any resulting injury or damage to the Building and common areas. If Tenant fails to complete the removal by the expiration or earlier termination of this Lease, then at Landlord’s election, the Antennae and its related facilities shall be deemed abandoned and at Landlord’s option, in its reasonable discretion, shall thereupon become the property of Landlord, in which case Landlord may possess, use, dispose of and otherwise enjoy the beneficial incidents of the ownership thereof as Landlord deems appropriate. Tenant hereby irrevocably waives any rights it has to the contrary under applicable laws;
(l) Assuming the supplemental HVAC is the Rooftop Installations Installation, at the expiration or earlier termination of the Lease, Landlord may (subject to Section 8.6) require Tenant to remove or cause the removal of the supplemental HVAC and its related facilities from the Building completely at Tenant’s cost and expense. Such removal shall be done in a good and workmanlike manner, and Tenant at its cost and expense shall repair and restore any resulting injury or damage to the Building and common areas. If Tenant fails to complete the removal by the expiration or earlier termination of this Lease, then at Landlord’s election, the supplemental HVAC and its related facilities shall be deemed abandoned and at Landlord’s option, in its reasonable discretion, shall thereupon become the property of Landlord, in which case Landlord may possess, use, dispose of and otherwise enjoy the beneficial incidents of the ownership thereof as Landlord deems appropriate. Tenant hereby irrevocably waives any rights it has to the contrary under Applicable Laws;
. In the alternative, Landlord, following ten (l10) Intentionally deleteddays prior notice to Tenant and to the extent that Tenant is required to remove the same from the Building at the expiration or earlier termination of this Lease, may elect to remove such HVAC and charge the reasonable cost and expense of such removal and the restoration to Tenant, and any additional charges Landlord incurs pursuant to Article 8, above. In addition, Landlord may notify Tenant, at the expiration or earlier termination of the Lease, or otherwise notify Tenant (or be deemed to have notified Tenant) pursuant to Section 8.6 of this Lease, that Landlord has decided that such supplemental HVAC need not be removed, in which event Tenant need not undertake such removal and restoration as may be otherwise provided in this subsection;
(m) Tenant agrees to indemnify, protect and hold Landlord and Landlord Parties harmless and, at Landlord’s option, defend Landlord and Landlord Parties (with counsel reasonably acceptable to Landlord), from and against any and all suits, actions, legal proceedings, claims, demands, costs, and expenses (including reasonable attorneys’ fees and expenses) of whatever kind or character relating to or arising out of (a) Tenant’s and/or Tenant Parties’ use of the Roof, Building and/or Common Areas common areas in connection with the installation, use, maintenance and/or removal of the Rooftop Installation and all appurtenances thereto, including, but not limited to, personal injury (including death) to any person, including Tenant and/or Tenant Parties, and/or property damage by or to any person, including Tenant and/or Tenant Parties, (b) claims of lien from Tenant Parties in connection with the installation, use, maintenance and/or removal of the Rooftop Installation and all appurtenances thereto, and (c) violation of any Applicable Laws by Tenant and/or Tenant Parties in connection with the installation, use, maintenance and/or removal of the Rooftop Installation and all appurtenances thereto; and
(n) Tenant agrees and understands that the review of all plans by Landlord is only to protect the interests of Landlord in the Building, and Landlord shall not be the guarantor of, nor responsible for, the correctness, completeness or accuracy of any such plans or compliance of such plans with Applicable Laws. Landlord’s approval of any plans, work or any matter under this section shall not: (i) constitute an opinion or agreement by Landlord that such plans for the Rooftop Installation are in compliance with all Applicable Laws, (ii) impose any present or future liability on Landlord; (iii) constitute a waiver of Landlord’s rights hereunder or under the Lease; (iv) impose on Landlord any responsibility for a design and/or construction defect or fault in the Rooftop Installation, (v) constitute a representation or warranty regarding the accuracy, completeness or correctness thereof (64) Mountain View Research ParkNeuropace, Inc. of any plans, or (vi) constitute a representation or warranty that such plans or any work are in accordance with industry standards or will make the Rooftop Installation operational or functional upon completion.
Appears in 1 contract
Sources: Office Lease (NeuroPace Inc)