|
<br />per occurrence, insuring against all liability of Tenant,
<br />connection with the use of the Premises as provided herein
<br />for the State of Ohio.
<br />its employees, agents and contractors, if any, arising out of or in
<br />. Tenant shall obtain and maintain Workers' Compensation Insurance
<br />(b) Landlord and Tenant hereby mutually release each other (and their successors or assigns) from liability and waive
<br />all right of recovery against the other for any loss or damage covered by their respective first party property insurance policies for
<br />all perils insured thereunder. In the event of such insured loss, neither party's insurance company shall have a subrogated claim
<br />against the other.
<br />12. Notices. All notices, requests, demands and other communications shall be in writing and are effective three (3)
<br />days after deposit in the U.S. mail, certified and postage paid, or upon receipt if personally delivered or sent by next-business-day
<br />delivery via a nationally recognized overnight courier to the addresses set forth below. Landlord or Tenant may from time to
<br />time designate any other address for this purpose by providing written notice to the other party.
<br />If to Tenant, to:
<br />T-Mobile USA, Inc.
<br />12920 SE 38`h Street
<br />Bellevue, WA 98006
<br />Attn: PCS Lease Administrator
<br />With a copy to: Attn: Legal Dept.
<br />With a copv to:
<br />T-Mobile Central LLC
<br />8550 W. Bryn Mawr Ave., Suite 100
<br />Chicago, IL, 60631
<br />Atm: Lease Administration - Cleveland
<br />& Legal Dept.
<br />If to Landlord, to:
<br />City of North Olmsted
<br />5200 Dover Center Road
<br />North Olmsted, Ohio 44070
<br />Attn: Safety Director
<br />With a copv to:
<br />City of North Olmsted
<br />5200 Dover Center Road
<br />North Olmsted, OH 44070
<br />Attn: Law Director
<br />13. Quiet Enjovment, Title and Authoritv Landlord covenants and warrants to Tenant that (i) Landlord has full right,
<br />power and authority to execute this Lease; (ii) it has good and unencumbered tiNe to the Property and the Building free and clear
<br />of any liens or mortgages, except those disclosed to Tenant and which will not interfere with Tenant's rights to or use of the
<br />Premises; and (iii) execution and performance of this Lease will not violate any laws, ordinances, covenants, or the provisions of
<br />any mortgage, lease, or other agreement binding on Landlord. Landlord covenants that at all times during the term of this Lease,
<br />Tenant's quiet enjoyment of the Premises or any part thereof shall not be disturbed as long as Tenant is not in default beyond any
<br />applicable grace or cure period.
<br />14. Emironmental Laws. Landlord represents that it has no knowledge of any substance, chemical or waste
<br />(collectively, "Hazardous Substance") on the Property that is identified as hazardous, toxic ar dangerous in any applicable
<br />federal, state or local law or regulation. Landlord and Tenant shall not introduce or use any Hazardous Substance on the
<br />Property in violation of any applicable law. Landlord shall be responsible for, and shall promptly conduct any investigation and
<br />remediation as required by any applicable environmental laws, all spills or other releases of any Hazardous Substance not caused
<br />by Tenant, its employees, agents or other contractors' acting on behalf of Tenant that have occurred or which may occur on the
<br />Property. Tenant agrees to defend, indemnify and hoid harmless Landlord from and against any and all administrative and
<br />judicial actions and rulings, claims, causes of action, demands and liability (collectively, "Claims") including, but not limited to,
<br />damages, costs, expenses, assessments, penalties, fines, losses, judgments and reasonable attorney fees that the Landlord may
<br />suffer or incur due to the existence or discovery of any Hazardous Substances on the Property or the migration of any Hazardous
<br />Substance to other properties or the release of any Hazardous Substance into the environment (collectively, "Actions"), ?hat
<br />relate to or arise from the Tenant's activities on the Property. The indemnification in this section specifically includes, without
<br />limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration
<br />work required by any governmental authority. This Section 14 shall survive the termination or expiration of this Lease
<br />15. Assignment and Subleasin?.
<br />(a) Subject to Tenant providing written notification to Landlord and Assignee's written assumption of all future
<br />performance, liabilities and obligations of Tenant to Landlord under this Lease, Tenant shall have the right to assign or otherwise
<br />transfer this Lease and the Easements to any person or business entity which is authorized pursuant to and FCC licensed to,
<br />operate a wireless communications business, is a parent, subsidiary or affiliate of Tenant, is merged or consolidated with Tenant
<br />or purchases more than fifty percent (50%) of either an ownership interest in Tenant or the assets of Tenant in the "Metropolitan
<br />Trading Area" or "Basic Trading Area" (as those terms are defined by the FCC) in which the Property is located. Upon
<br />Landlord's receipt of said notification of assignment and Assignee's written assumption, Landlord shall provide written consent
<br />of said assignment within forty five (45) business days to Tenant and upon said assignment consent, Tenant sha11 be relieved of
<br />Site NumUer: CL41-376B 4 Version 10-2-01
<br />Site Name: North Olms[ed Fire Sta[ion No. 2
<br />Market Cleveland
<br />
|