|
(d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and
<br />against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys' and consultants' fees arising out ofor involving any
<br />Hazardous Substance brought onto the Premises by or for Lessee, or any third parry (provided, however, that Lessee shall have no liability under this Lease with
<br />respect to underground migration of any Hazardous Substance under the Premises from adjacent properties not caused or contributed to by Lessee). Lessee's
<br />obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and
<br />the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination,
<br />cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous
<br />Substances, unless specifically so agreed by Lessor in writing at the time of such agreement.
<br />(e) Lessor Indemnification. Except as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify, defend, reimburse and
<br />hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which result from
<br />Hazardous Substances which existed on the Premises prior to Lessee's occupancy or which are caused by the gross negligence or willful misconduct of Lessor, its
<br />agents or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation,
<br />removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease-
<br />(f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by
<br />governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee's occupancy, unless such remediation
<br />measure is required as a result of Lessee's use (including "Alterations", as defined in paragraph 7.3(a) below) of the Premises, in which event Lessee shall be
<br />responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have
<br />reasonable access to the Premises at reasonable times in order to Carry out Lessor's investigative and remedial responsibilities.
<br />(g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally
<br />responsible therefor (in which use Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue
<br />in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (i) investigate and remediate such
<br />Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) if
<br />the estimated cost to remediate such Condition exceeds 12 times the then monthly Base Rent or 5100,00D, whichever is greater, give written notice to Lessee, within
<br />30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as of the date 60
<br />days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of
<br />Lessee's commitment to pay the amount by which the Cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then
<br />monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such
<br />commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after
<br />the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall
<br />terminate as of the date specified in Lessor's notice of termination.
<br />6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, fully, diligently and
<br />in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the
<br />recommendations of Lessor's engineers and/or consultants which relate in any manner to the Premises, without regard to whether said Applicable Requirements are
<br />now in effect or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor's written request, provide Lessor with copies of all permits
<br />and other documents, and other information evidencing Lessee's Compliance with any Applicable Requirements specified by Lessor, and shall immediately upon
<br />receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, Complaint or report pertaining to
<br />or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to lessor of: (i)
<br />any water damage to the Premises and any suspected seepage, pooling, dampness or other Condition conducive to the production of mold; or (ii) any mustiness or
<br />other odors that might indicate the presence of mold in the Premises. In addition, Lessee shall provide lessor with copies of its business license, certificate of
<br />occupancy and/or any similar document within 10 days of the receipt of a written request therefor.
<br />6A Inspection; Compliance. Lessor and Lessor's "Lender" (as defined in Paragraph 30) and consultants authorized by Lessor shall have the right to enter into
<br />Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of inspecting and/or testing the
<br />Condition of the Premises and/or for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of
<br />Applicable Requirements, or a Hazardous Substance Condition (see Paragraph 9.1) is found to exist or be imminent, or the inspection is requested or ordered by a
<br />govemmentaI authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to
<br />the violation or contamination. In addition, Lessee shall provide Copies of all relevant material safety data sheets (MSDS) to Lessor within SO days of the receipt of a
<br />written request therefor. Lessee acknowledges that any failure on its part to allow such inspections or testing will expose Lessor to risks and potentially cause Lessor
<br />to incur Costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to allow such inspections
<br />and/or testing in a timely fashion the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the
<br />then existing Base Rent or $100, whichever isgreater for the remainder to the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable
<br />compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to allow such inspection and/or testing. Such increase in Base Rent shall
<br />in no event constitute a waiver of Lessee's Default or Breach with respect to such failure nor prevent the exercise of any of the other rights and remedies granted
<br />hereunder.
<br />7. Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.
<br />7.1 Lessee's Obligations.
<br />(a) In General. Subject to the provisions of Paragraph 2.2 (Condition). 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable Requirements), 7.2
<br />(Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expense, keep the Premises, Utility Installations (intended for
<br />Lessee's exclusive use, no matter where located), and Alterations in good order, Condition and repair (whether or not the portion of the Premises requiring repairs, or
<br />the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use, any
<br />prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment,
<br />electrical, lighting facilities, boilers, pressure vessels, fire protection system, fixtures, walls (interior and exterior), ceilings, floors, stairs, windows, doors, plate glass,
<br />skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located in, on, or adjacent to the Premises. Lessee is also
<br />responsible for keeping the roof and roof drainage clean and free of debris. Lessor shall keep the surface and structural elements of the roof, foundations, and bearing
<br />walls in good repair (see paragraph 7.2). Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices,
<br />specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee's obligations shall include restorations,
<br />replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair. Lessee
<br />shall, during the term of this Lease, keep the exterior appearance of the Building in a first-class condition (including, e.g. graffiti removal) Consistent with the exterior
<br />appearance of other similar facilities of comparable age and size in the vicinity, including, when necessary, the exterior repainting of the Building.
<br />Page 4 of 16
<br />INITIALS Last Edited: 3/18/2020 6:28 PM INITIALS
<br />® 2017 AIR CRE. All Rights Reserved. STG-27.20, Revised 11-01-2017
<br />25D-6
<br />
|