AGREEMENT TO TERMS – ANCHOR TENANTS
The “Equipment” is any antennae, radios, router, cables, mounting equipment, power supplies and other materials related to the Services. The “Premises” is such portion of your property rooftop and other portions of the property where the Equipment is located. You hereby grant us a non-exclusive lease and license (the “Lease”), to construct operate, maintain and repair the Equipment on the Premises, and an access easement for installation, servicing and removal of the Equipment. We shall not use the Premises for any use other than associated with the Equipment.
Our Lease of the Premises shall commence on the date hereof, and shall continue until you or we give sixty (60) days prior notice of termination. (the “Termination Date”). On the Termination Date, we shall remove the Equipment and peaceably and quietly leave the Premises. You shall have no ownership of, or other interest in, the Equipment.
Our sole obligation for rental and under the Lease shall be to provide you with free internet services after installation of the Equipment until the Termination Date consisting of one free 200Mbps wireless internet link. You shall take good care of the Premises and we shall perform all maintenance and make all repairs to the Equipment, in our sole discretion.
You shall pay all property (real or personal) taxes, mortgage payments, utilities (including electricity for the Equipment) insurance and other costs for the Premises and we shall provide the Equipment at no cost to you. You shall not create, or suffer to be created or to remain, and shall promptly discharge, any mechanic’s, laborer’s or materialman’s lien upon the Equipment.
As promptly as possible, you shall notify us of the occurrence of any event or the existence of any condition or circumstance that poses an imminent threat or hazard to public health or safety (an “Emergency”). We shall have the right (but not the obligation), to the extent permitted to enter the Premises and adjacent locations to respond to a dangerous condition; provided that any actions taken will be limited to those reasonably necessary to respond to the Emergency. You shall respond to any such Emergency as promptly as possible and take all measures necessary to address the condition that gave rise to the Emergency. You agree to mitigate damages that may occur as a result of any Emergency or related to the Equipment.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY CHARACTER, RESULTING FROM, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY INCIDENT TO ANY ACT OR OMISSION OF EITHER PARTY RELATED TO THE PROVISIONS OF THIS AGREEMENT OR THE EQUIPMENT, IRRESPECTIVE OF WHETHER CLAIMS OR ACTIONS FOR SUCH DAMAGES ARE BASED UPON CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY AT LAW OR EQUITY.
We may assign or transfer this Lease without consent. You acknowledge that the Equipment is subject to a finance agreement and pledged by us and that you may not pledge or otherwise cause any mortgage lien or encumbrance to be placed on the Equipment.
If by reason of Force Majeure, we are unable to carry out our obligations herein we shall not be deemed to be in default. All notices shall be in writing, shall be effective upon receipt, and shall be sent by hand delivery; overnight courier; certified mail, return receipt requested; or facsimile transmission.
You shall not publish, disclose, or otherwise divulge any Confidential Information without our prior consent.
If any portion of this Lease is, held or adjudged to be invalid, illegal or unenforceable by any court of competent jurisdiction, such article, section, phrase, or portion so adjudged will be deemed separate, severable and independent and the remainder of this Lease will be and remain in full force and effect and will not be invalidated or rendered illegal or unenforceable or otherwise affected by such adjudication. This Lease and the rights and duties hereunder shall be governed by and shall be construed, enforced and performed in accordance with the internal laws of the State of New York without regard to principles of conflicts of law. Any dispute that arises under or with respect to this Lease that cannot be resolved shall be the subject of informal negotiations and in the event that the Parties cannot resolve a dispute by informal negotiations, the Parties agree to submit the dispute to mediation in the New York, New York office of JAMS who shall appoint a mediator. The period for mediation shall commence upon the appointment of the mediator and shall not exceed sixty (60) days, unless such time period is modified by written agreement and you and we shall bear our own costs of mediation. The mediator’s fees shall be shared equally by you and us. The sole venue for judicial enforcement shall be the city and county New York, New York and you consent to the jurisdiction of such court, and to service of process at the Premises location. Notwithstanding the foregoing, injunctive relief from such court may be sought without resorting to alternative dispute resolution to prevent irreparable harm that would be caused by a breach of this Lease.
We will perform all obligations under this Lease as an independent contractor. Nothing herein contained shall be deemed to constitute you and us a partner, agent, or legal representative of the other or to create a joint venture, partnership, agency, or any relationship between us.
This Lease may not be amended, changed, modified, or altered unless such amendment, change, modification, or alteration is in writing and signed by both you and us or our successors. This Lease inures to the benefit of and is binding upon you and us and our respective successors and permitted assigns.