Tenant’s Covenants. 3.1 Tenant shall comply strictly and in all respects with the requirements of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof. 3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority. 3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster. 3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law. 3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that: (a) Tenant’s business has been conducted in full compliance with the Environmental Laws; (b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and (c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws. 3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein. 3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws. 3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies. 3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank. 3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following: (a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos; (b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder; (c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance; (d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and (e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof. 3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include: (a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained; (b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law; (c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and (d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs. 3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord. 3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses. 3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Samples: Industrial Real Estate Lease (Dynamic Health Products Inc)
Tenant’s Covenants. 3.1 Tenant shall comply strictly and Subject to Landlord's obligations set forth in all respects with the requirements of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this LeaseSection 4(e) above, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any further covenants and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying thatagrees as follows:
(a) Except as set forth in Section 8(d) below, to maintain the Premises, Building and Real Estate including the doors and windows thereof in good repair, condition and order in accordance with good maintenance practices; and to yield peaceable possession to Landlord of the Premises at termination or expiration of this Extension of Lease Agreement free of all tenants and occupants in as good repair and condition as at occupancy by Tenant or may be put thereafter except for ordinary wear and tear, obsolescence, and damage caused by fire (unless caused by Tenant’s business has been conducted in full compliance with 's negligence or default and not insured against or required to be insured against hereunder) or the Environmental Laws;elements.
(b) All Hazardous Substances related To comply fully with any applicable statutes, ordinances, and lawful regulations, rules or orders pertaining to Tenant’s business the Premises, Real Estate and usedBuilding and to the activities conducted thereon, stored, treated to comply with all applicable rules or manufactured at conditions reasonably imposed with respect to the Premises are disclosed in by any insurance carrier, and to prevent the Lease existence of any nuisance, or in the Allowed Hazardous Substances Roster; andviolation of any statute, ordinance or valid rule, order or regulation with respect thereto and to save Landlord harmless from any failure to do so.
(c) The method To keep the Building and frequency Premises insured to the extent of off-site disposal of Hazardous Substances from building replacement costs, against loss or damage by fire, windstorm, hail, explosion and the Premises, as described other risks included in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord extended coverage policies from time to time, subject, however to a "deductible" clause in the amount of $50,000 or such other amount as Tenant shall provide reasonably request and Landlord shall approve, which approval shall not be unreasonably withheld or delayed; all of such policies shall name as insured Landlord’s agent with access , any first mortgagee to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant and Tenant, as their respective interests may appear and shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances provide that they may not be cancelled without at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within least fifteen (15) days days' prior written notice to Landlord (provided, that such additional notice does not result in the imposition of the occurrence of the event, additional premiums or charges by such insurer). Tenant shall submit a written remedial action plan, including the location for off-site disposal, agrees to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide furnish Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating certificate by the insurer as to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKAexistence thereof, Tenant shall provide Landlord together with a copy of such report concurrently policy. Tenant may procure such insurance under a so-called blanket policy insuring other locations of the Tenant, provided however, that such policy shall provide on its face that such portion of the face amount as is required by this Extension of Lease Agreement is payable with filing respect to covered loss relating to the report with the respective government agenciesPremises and is not affected by losses on other premises.
3.9 (d) To the fullest extent permitted by law, to indemnify Landlord fully against and to save Landlord harmless from loss, liability, costs, expense, attorney's fees and court costs, arising directly or indirectly from any claim or lawsuit by any person, firm, corporation, association or governmental agency or authority whomsoever, including (but not limited to) Tenant's officers, agents, employees or invitees, for damages assertedly sustained to person or property by reason of any activity conducted by Tenant will not modify or remodel upon the Premises, install or construct of any tanksbreach by Tenant, vesselsits officers, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directorsor invitees of the terms, provisions and conditions of this Extension of Lease Agreement, or occurring upon the Premises or areas controlled by the Tenant by reason of the conduct of the Tenant, its officers, shareholdersagents, affiliatesemployees and invitees, consultants regardless of the merit or lack of merit of any such claim or lawsuit, of the fault or lack of fault on the part of Landlord and independent contractorsregardless of the amount of insurance carried; and further, to procure and keep in force, at Tenant's sole expense, public liability insurance covering the Premises, with minimum limits of at least $5,000,000.00 for the death of or bodily injury to any one person, and $5,000,000.00 for the death of or bodily injury to any number of persons resulting from the same event, and of $l,250,000.00 for property damage naming Landlord, any first mortgagee of the Premises and Tenant as insureds, as their respective successors interests may appear, provided that if greater coverage limits are normally carried under similar circumstances, Tenant agrees to increase such coverage limits appropriately.
(e) To use its best efforts to prevent the filing or imposition of any lien of any kind whatsoever upon or against the Premises based upon or arising out of Tenant's actions, except by Landlord or with Landlord's prior written consent and assigns in the event of the filing or imposition of any such lien, to discharge same or to obtain a surety bond sufficient to discharge same within 30 days following the date of any such filing or imposition.
(collectively referred f) To permit Landlord to enter the Premises during normal business hours and, subject to Tenant's reasonable security and confidentiality requirements, where such entry will not unreasonably disturb or interfere with Tenant's use of the Premises and the operation of Tenant's business, to examine, inspect, provide services or make repairs, replacements, changes or alterations as “Indemnitees”)set out in this Extension of Lease Agreement, harmless and to take such steps as Landlord may reasonably deem necessary for the safety, improvement or preservation of the Premises. Landlord shall give reasonable notice to Tenant prior to any such entry, except in the case of an emergency, but no such entry shall constitute an eviction or entitle Tenant to any abatement of Rental.
(g) In the event that Tenant shall fail to perform any act required by the foregoing covenants and such failure shall continue for a period of 30 days after notice thereof from Landlord, Landlord may (but shall not be obligated to do so) perform such act without waiving or releasing Tenant from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or its obligations with respect thereto. Landlord shall be entitled to the following:recover from Tenant all sums paid or costs incurred in performing such acts on demand.
(h) To perform all maintenance, repairs and replacements necessary to keep in good condition and working order
(a) The depositthe heating, storageventilating, disposalair conditioning, burialplumbing, dumpingsecurity, injectingelectrical, spillinglife safety and other mechanical systems and equipment serving the Building , leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premisestrees, including shrubs, plants, landscaping, on the assertion of any lien thereunder;
Real Estate or otherwise, serving the Building, and (c) Any spill the parking lot, driveways and walkways necessary for access to the Building.
(i) To perform all clearance and removal of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates snow and ice from the Premises or any contiguous real estateparking areas, including any loss of value driveways and walkways of the Premises as a result Real Estate for safe use of a spill of or such parking areas and safe access to the presence of any Hazardous Substance;
(d) Any Building by Tenant and other matter affecting the Premises within the jurisdiction occupants of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence inBuilding, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlordif any, and whether or not such condition worsens after the date hereoftheir employees, agents, contractors and invitees.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Samples: Lease Agreement (Spire Corp)
Tenant’s Covenants. 3.1 Tenant shall comply strictly and Without in all respects with the requirements of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or way affecting any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term provisions of this Lease, Tenant will promptly deliver a copy of represents, warrants and covenants to Landlord that prior to and after the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.Delivery Date:
3.3 (i) Tenant shall not change cause the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement Leased Premises to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system be (1) in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date Remediation required by any Governmental Authority, of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a2) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related subject to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, any Remediation obligations under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the any Environmental Laws. Tenant shall notify Landlord not be in violation of any such event as soon as reasonably practicable after the occurrence of such event investigation or inquiry by telephone any Governmental Authority.
(ii) All uses and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location operations on or of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Leased Premises by Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the all Environmental LawsLaws and permits issued pursuant thereto.
3.8 Upon (iii) Tenant shall not cause a Release in, on, under or from the Leased Premises, except in Permitted Amounts.
(iv) Tenant shall not cause any Hazardous Materials or Regulated Substances to be used in, on or under the Leased Premises, except in Permitted Amounts. Above and below ground storage tanks, if any, shall be properly permitted and only used as permitted.
(v) Tenant shall keep the Leased Premises or cause the Leased Premises to be kept free and clear of all Environmental Liens.
(vi) Tenant shall not knowingly act or fail to act or allow any subtenant, occupant, guest, customer or other user of the Leased Premises to knowingly act or fail to act in any way that
(1) materially increases a risk to human health or the environment, (2) poses an unreasonable or unacceptable risk of harm to any Person or the environment (whether on or off the Leased Premises), (3) has a Material Adverse Effect, (4) is contrary to any material requirement set forth in the insurance policies maintained by Tenant or Landlord’s reasonable request, (5) constitutes a public or private nuisance or constitutes waste, (6) violates any covenant, condition, agreement or easement applicable to the Leased Premises, or (7) would reasonably foreseeably result in any reopening or reconsideration of any prior investigation or causes a new investigation by a Governmental Authority having jurisdiction over the Leased Premises.
(vii) In the event that Landlord receives notice of any Release, Threatened Release or adverse environmental condition regarding the Leased Premises, or reasonably believes that the same exists, Tenant shall provide Landlord with a copy of an Emergency Response Planshall, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKAsole cost and expense, Tenant shall provide Landlord with a copy perform any environmental site assessment or other investigation of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws environmental conditions in connection with the installation Leased Premises as may be reasonably requested by Landlord (including but not limited to sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or construction of such Tanksgas), and copies of shall share with Landlord the plans reports and specifications of each other results thereof, and Landlord shall be entitled to rely on such Tankreports and other results thereof.
3.10 (viii) Tenant for itself and shall, at its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage sole cost and expense, fully and expeditiously cooperate in all activities pursuant to this Section 16.2, including attorneys’ feesbut not limited to providing all relevant information and making knowledgeable persons available for interviews. Notwithstanding any provision of this Lease to the contrary, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner an event of the Project or otherwise, may suffer default under this Lease shall not be deemed to have occurred as a result of, of the failure of Tenant to satisfy any one or more of the covenants set forth in subsections (i) through (vi) above provided that Tenant shall be in compliance with the requirements of any Governmental Authority with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation Remediation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed Release at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to LandlordLeased Premises.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Samples: Lease Agreement
Tenant’s Covenants. 3.1 Tenant shall comply strictly and will not cause or knowingly ------------------ permit the Parcels to be in all respects with violation of, or do anything or knowingly permit anything to be done which subjects Landlord, Tenant or the requirements of the Environmental Laws and shall notify Landlord promptly in the event of Parcels to any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation remedial obligations relating to the presence Parcels under or which creates a valid claim or cause of action against Landlord, Tenant (which relates to the Parcels) or the Parcels under, any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Applicable Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisanceCERCLA, or for the carrying on of an abnormally dangerous activityRCRA, and response costs.
3.12 the environmental laws of the state in which the Parcel is located assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Parcels and Tenant will promptly notify Landlord in writing of any existing, pending or threatened investigation, claim or inquiry of which Tenant has knowledge by any governmental authority in connection with any Applicable Environmental Laws. Tenant shall obtain any permits, licenses or similar authorizations to construct, occupy, operate or use any improvements, fixtures and equipment at any time located on the Parcels by reason of any Applicable Environmental Laws. Tenant will not use the Parcels in a manner which will result in the disposal or other release of any hazardous substance or solid waste on or to the Parcels in violation of Applicable Environmental Law and covenants and agrees to keep or cause the Parcels to be kept at levels of any hazardous substance, solid waste or environmental contaminants (including, without limitation, arsenic in soil and friable asbestos and any substance containing asbestos deemed hazardous by any Applicable Environmental Law) in accordance with Applicable Environmental Law, and to remove the amounts of the same (or if removal is prohibited by law, to take whatever action is required by law) promptly upon discovery at Tenant's sole expense to the extent required by Applicable Environmental Law. Tenant shall promptly notify Landlord in writing of any disposal or other release of any hazardous substance, environmental contaminants or solid wastes on or to the Parcels in violation of Applicable Environmental Law. In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail fails to comply with or perform any of the requirements of any Environmental Lawforegoing covenants and obligations, after thirty (30) days' prior written Notice to Tenant, Landlord may, without notice to Tenantbut shall be under no obligation to, at its election, but without cause the obligation so to do, give such notices and/or cause such work Parcels to be performed at freed from such hazardous substance, solid waste or environmental contaminants (or if removal is prohibited by law, to take whatever action is required by law) to the Premises and/or take any extent required by Applicable Environmental Law and all the reasonable cost of the removal or such other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, action shall be immediately due and payable a demand obligation owing by Tenant to Landlord.
3.13 LandlordLandlord pursuant to this Lease. Notwithstanding the foregoing, upon giving Tenant ten (10) days’ prior notice, Landlord shall have no right to cause the right removal of such materials and no Event of Default (or default) shall be deemed to have occurred under this Lease so long as Tenant both: (1) is diligently and in good faith proceeding to paycomply with Tenant's obligation to remove such amounts of such materials; and (2) has the financial ability to so comply. Subject to the foregoing, settle Tenant grants to Landlord and Landlord's agents and employees access to the Parcels at reasonable times and on reasonable notice to Tenant (except in the case of an emergency), and the license to remove such hazardous substance, solid waste or compromiseenvironmental contaminants (or if removal is prohibited by law, to take whatever action is required by law to the extent required by Applicable Environmental Law); and except for Landlord's willful misconduct or litigate gross negligence, agrees to indemnify and save Landlord harmless from all reasonable costs and expenses involved and from all claims (including consequential damages) asserted or proven against Landlord by any claimparty in connection therewith. Upon Landlord's reasonable request for "good cause" (defined below), demandat any time and from time to time during the Term, lossTenant will provide at Tenant's sole expense an inspection or audit of the Parcels reasonable in scope given the circumstances which created the "good cause" (defined below) from an engineering or consulting firm approved by Landlord, liabilityindicating the presence or absence of any hazardous substance, costsolid waste or environmental contaminants located on the Parcels. If Tenant fails to provide same after sixty (60) days' notice, chargeLandlord may order same, suitand Tenant grants to Landlord and Landlord's employees and agents access to the Parcels and a license to undertake any testing reasonably required to obtain such inspection or audit. The cost of obtaining such inspection or audit and any expenses incurred by Landlord in connection therewith, ordershall, judgment or adjudication to the extent reasonable under the belief that it is liable thereforcircumstances, whether liable or not, without the consent or approval of be a demand obligation owing by Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient pursuant to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should For purposes of this Section 10.1(b)(2), "good cause" ------------------ shall mean that Landlord shall have reasonable grounds to believe that release or disposal of hazardous substances or solid wastes in violation of Applicable Environmental Law has occurred on the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is requiredParcels.
Appears in 1 contract
Tenant’s Covenants. 3.1 Tenant shall comply strictly and will not cause or permit the Parcels to be in all respects with violation of, or do anything or permit anything to be done which subjects Landlord, Administrative Agent, any Rent Purchaser, Tenant or the requirements Parcels to any remedial obligations under or which creates a claim or cause of the Environmental Laws and shall notify Landlord promptly action against Landlord, Administrative Agent, any Rent Purchaser, Tenant (in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation each case relating to the presence of Parcels) or the Parcels under any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Applicable Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisanceCERCLA, or for the carrying on of an abnormally dangerous activityRCRA, and response costs.
3.12 In the event environmental laws of the state in which the Parcels are located assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Parcels, and Tenant will promptly notify Landlord and Administrative Agent in writing of any spill existing, pending or threatened investigation, claim or inquiry of which Tenant has knowledge by any governmental authority in connection with any Applicable Environmental Laws. Tenant shall obtain any permits, licenses or similar authorizations to construct, occupy, operate or use any improvements, fixtures and equipment at any time located on the presence Parcels by reason of any Hazardous Substance affecting Applicable Environmental Laws. Tenant will not use the Premises, whether Parcels in a manner which will result in the unlawful disposal or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements other unlawful release of any Environmental Lawhazardous substance or solid waste on or to the Parcels and covenants and agrees to keep or cause the Parcels to be free of any unlawful hazardous substance, Landlord maysolid waste or environmental contaminants (including, without notice to Tenantlimitation, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any arsenic in soil and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance friable asbestos and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.substance containing asbestos
Appears in 1 contract
Samples: Master Lease of Land and Improvements (Adobe Systems Inc)
Tenant’s Covenants. 3.1 The Tenant shall comply strictly and in shall:
(a) not use or permit to be used all respects with the requirements or any part of the Environmental Laws and shall notify Landlord promptly in Premises for the event of any spill of any Hazardous Substance upon the Premisessale, and shall promptly forward to Landlord copies of all ordersstorage, noticesmanufacture, permitsdisposal, applications or other communications and reports in connection with any such spill use, or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of dealing with any Hazardous Substance in or about the PremisesSubstances, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord the Landlord, which may be unreasonably withheld;
(b) strictly comply, and cause any person for whom it is in law responsible to comply, with all Environmental Laws regarding the execution use and occupancy of an amendment of or supplement the Premises;
(c) promptly provide to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, Landlord a spill, release, discharge or disposal copy of any Hazardous Substances atenvironmental site assessment, upon, under or within the Premises, any portion thereofaudit, or report relating to the Premises conducted by or for the Tenant at any contiguous real estate. Tenant shall not permit time, and, at the discharge Landlord’s request from time to time, obtain from an independent environmental consultant approved by the Landlord an environmental site assessment of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date an environmental audit of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:including any additional investigations as the environmental consultant may recommend;
(ad) Tenant’s business has been conducted promptly notify the Landlord in full compliance with writing of any release of a Hazardous Substance or Hazardous Substances or any other occurrence or condition at the Premises or any adjacent property which would contaminate the Premises or subject the Landlord or the Tenant to any fines, penalties, orders, investigations, or proceedings under Environmental Laws;
(be) All on the expiry or earlier termination of this Lease, or at any time if requested by the Landlord or required by any governmental authority pursuant to Environmental Laws, remove from the Premises all Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at remediate any contamination of the Premises are disclosed or any adjacent property resulting from Hazardous Substances, in either case brought onto, used at, or released from the Premises by the Tenant or any person for whom it is in law responsible. The Tenant shall perform these obligations promptly at its own cost and in accordance with Environmental Laws. All such Hazardous Substances shall remain the property of the Tenant, notwithstanding any rule of law or other provision of this Lease to the contrary and notwithstanding the degree of their affixation to the Premises;
(f) indemnify the Landlord and its directors, officers, employees, agents, successors, and assigns from any and all liabilities, actions, damages, claims, losses, costs, fines, penalties, and expenses whatsoever (including all legal and consultants’ fees and expenses and the cost of remediation of the Premises and any adjacent property) arising from or in the Allowed Hazardous Substances Roster; andconnection with:
(ci) The method and frequency any breach of offor non-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.provisions of this Article 24 by the Tenant; or
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord (ii) any release or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, alleged release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of at or from the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, Premises related to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to of the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises use and occupation of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value act or omission of the Premises as a result of a spill of Tenant or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction person for whom it is in law responsible. The obligations of the United States Environmental Protection Agency Tenant under this Article 24 shall survive the expiry or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term earlier termination of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Samples: Lease Agreement
Tenant’s Covenants. 3.1 Tenant shall comply strictly and in all respects with the requirements of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding areaImprovements to be in violation of, or into any municipal do anything or other governmental water system permit anything to be done which subjects Landlord, Tenant or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, any remedial obligations under or on the Premiseswhich creates a claim or cause of action under, Tenant will immediately respond to such event taking prudent emergency action in compliance with the any Applicable Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisanceCERCLA, or for the carrying on of an abnormally dangerous activityRCRA, and response costs.
3.12 the California Health and Safety Code Section 25501(j), assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Premises and the Improvements, and Tenant will promptly notify Landlord in writing of any existing, pending or threatened investigation, claim or inquiry of which Tenant has knowledge by any governmental authority in connection with any Applicable Environmental Laws. Tenant shall obtain any permits, licenses or similar authorizations to construct, occupy, operate or use any Improvements, fixtures and equipment at any time located on the Premises by reason of any Applicable Environmental Laws. Tenant will not use the Premises or the Improvements in a manner which will result in the unlawful disposal or other unlawful release of any hazardous substance or solid waste on or to the Premises or the Improvements and covenants and agrees to keep or cause the Premises and the Improvements to be kept free of any unlawful hazardous substance, unlawful solid waste or unlawful environmental contaminants (including, without limitation, friable asbestos and any substance containing asbestos deemed hazardous and unlawful by any Applicable Environmental Law) and to remove the unlawful amounts of the same (or if removal is prohibited by law, to take whatever action is required by law) promptly upon discovery at Tenant's sole expense. Tenant shall promptly notify Landlord in writing of any unlawful disposal or other unlawful release of any hazardous substance, environmental contaminants or solid wastes on or to the Premises or the Improvements. Landlord and Tenant acknowledge that Pre-existing Contamination exists at the Premises due to operations of prior owners and that Tenant has no further obligation to notify Landlord regarding such Pre-existing Contamination. Landlord acknowledges receipt of that certain Phase I Environmental Assessment and Phase II Soil and Groundwater Evaluation dated March 31, 1995 prepared by Lownxx Xxxociates ("Report"); provided that delivery of such Report shall in no way limit or modify Tenant's indemnity obligations pursuant to Section 8.1(b)(iii) hereof. Tenant acknowledges that Landlord will not acquire the Premises if any environmental contamination of the Premises in violation of applicable law, which contamination is not disclosed in the Report, occurs or is discovered before the Lease Commencement Date. In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail fails to comply with or perform any of the requirements of any Environmental Lawforegoing covenants and obligations, after thirty (30) days' prior written Notice to Tenant, Landlord may, without notice to Tenantbut shall be under no obligation to, at its election, but without cause the obligation so to do, give such notices and/or cause such work Premises and the Improvements to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, freed from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.unlawful hazardous substance,
Appears in 1 contract
Samples: Ground Lease (Cisco Systems Inc)
Tenant’s Covenants. 3.1 Tenant shall comply strictly and in all respects with the requirements of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval covenants that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying thatit shall:
(a) Tenant’s business has been conducted in full compliance Comply with all laws, orders, regulations, rules, ordinances and covenants of any state or federal statute or local ordinance or regulation applicable to Tenant and/or its use of the Environmental Laws;Leased Premises.
(b) All Hazardous Substances related Give to Tenant’s business and usedLandlord prompt written notice of any accident, stored, treated fire or manufactured at damage occurring on or to the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; andLeased Premises.
(c) The method Keep the Leased Premises sufficiently heated to prevent freezing of pipes, waterlines and frequency fixtures.
(d) Keep the Leased Premises orderly, clean, sanitary and free from objectionable odors and insects, vermin, pets, pests and nuisances.
(e) Do all things reasonable possible to prevent filing of off-site disposal any mechanics' or other liens against the Leased Premises or any part thereof by reason of Hazardous Substances from work, labor, services or materials furnished or claimed to have been furnished to Tenant, or anyone holding the Leased Premises or any part thereof, through or under Tenant. If any such lien shall be filed against the Leased Premises, Tenant shall either cause the same to be discharged of record within twenty (20) days after the date of the filing of same, or if the Tenant, in Tenant's discretion and in good faith, determines the lien should be contested, Tenant shall furnish such security as described may be necessary or required to prevent any foreclosure against Tenant's or Landlord's interest in the certificateLeased Premises. If Tenant shall fail to discharge such lien within such period, are or fail to furnish adequate security, then in compliance with addition to any other right of remedy of Landlord, Landlord may but shall not be obligated to discharge the Environmental Lawslien either by paying the amount claimed to be due or by procuring the discharge of such lien by obtaining security or in any other manner available to Landlord. Nothing herein contained shall imply any consent or agreement on the part of Landlord to subject Landlord's interest in the Leased Premises to liability under any mechanics' or other lien law.
3.6 Tenant(f) Repay Landlord, promptly as additional rent, on demand, all sums disbursed or deposited by Landlord pursuant to the provisions of this section, including Landlord's costs, expenses and reasonable attorneys' fees incurred by Landlord in connection therewith.
(g) Permit no one other than employees, agents, servants and business invitees to remain in or loiter upon the written request of Landlord Leased Premises.
(h) Comply with all reasonable rules and regulations that may be established, from time to time, by Landlord. Tenant covenants that it shall provide Landlord not do or Landlord’s agent with access suffer to be done anything objectionable to the fire insurance companies, whereby the fire insurance or any other insurance now in force or hereafter to be placed on the Leased Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to any part thereof shall become void or suspended, or be rated as a more hazardous risk than at the Premisesdate when Tenant receives possession hereunder. In connection with such assessment Tenant shall permit Landlord or the event of breach of this covenant, in. addition to all other remedies of Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, pay to Landlord. Any remedial action plan shall be Landlord as additional rent any increase in full compliance with the Environmental Lawsinsurance premiums.
3.8 Upon Landlord’s reasonable request(i) The Landlord has the authority to prohibit parking that interferes with safe and appropriate use of the Center and retains the right to sign and enforce parking regulations for public safety, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s businessaccess and appropriate use. If The Tenant is required to file an Emergency Response Plan pursuant direct and control all public parking to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing conform to the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, regulations and copies requirements of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Tenant’s Covenants. 3.1 Tenant shall comply strictly shall, at its expense, at all times maintain and operate the Special Tenant Areas and the Tenant’s Special Area Equipment in first-class clean order, repair and condition, consistent with the nature of the Project, and in all respects such a fashion so as to not unreasonably interfere with the requirements use and occupancy of the Environmental Laws Building or Project by Landlord, the Landlord Parties any tenants or occupants of the Building or Project, and/or any of such parties’ invitees. If such operation by Tenant causes any such interference or any nuisance, Landlord may require Tenant to immediately cease any such operations from the applicable Special Tenant Areas. In addition, Tenant shall, at its expense: (i) be solely responsible for any damage to the Special Tenant Areas and/or Project resulting from Tenant’s use of the Special Tenant Areas and shall notify Landlord Tenant’s Special Area Equipment; (ii) promptly in the event of pay any spill of tax, license and permit fees charged by any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports governmental agency in connection with any Tenant’s use of the Special Tenant Areas; (iii) obtain all necessary governmental permits and approvals with respect to Tenant’s use and operation of the Special Tenant Areas, and comply with all applicable Laws and such spill reasonable rules, regulations and procedures as Landlord may establish from time to time with respect to such use and operation which do not prevent the use of such Special Tenant Areas for their intended use; and (iv) install such fencing and other protective equipment on or about the Sport Court Area and Patio Area as Landlord may reasonably require. Tenant may serve food and beverages in the Patio Area (and Tenant’s employees may use the Patio Area as an eating area), and Tenant may stage company special events in the Patio Area; however, no cooking shall be permitted in the Patio Area or any other matters relating to Environmental LawsSpecial Tenant Areas at any time, as they may affect the Premises. nor shall Tenant shall be fully responsiblepermit any music, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, entertainment or loud noises in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, Patio Area or any contiguous real estateother Special Tenant Areas. Tenant shall not permit the discharge of use any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system Materials in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the this Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) Special Tenant Areas. The method and frequency indemnity provisions of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, Section 10.1 above shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant apply to the provisions of any applicable Environmental Law;
(c) Liability for costs this Article 25 and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costsSpecial Tenant Areas.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Samples: Office Lease (Intuit Inc)
Tenant’s Covenants. 3.1 Tenant shall comply strictly and in all respects with the requirements of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward Without limitation or prejudice to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term provisions of this Lease, during the Term, Tenant will promptly deliver a copy of covenants and agrees to the same to Landlord. following:
a. Tenant shall provide Landlord with a copy not commit or permit the commission by others of any waste on the Premises and all inspection reports received by Tenant resulting from, shall not use or related to, an inspection permit the use of the Premises conducted by for any federalunlawful purpose, state including occupying or local authority.
3.3 Tenant shall permitting any individual to occupy a bedroom not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to b. To keep the Premises in a clean and sanitary condition, and to conduct an environmental site assessment or prepare an environmental audit report comply with all obligations imposed upon Tenant under applicable provisions of any Laws affecting health and safety with respect to the said Premises. In connection , and to save Landlord harmless from all fines, penalties and costs for violations or noncompliance by Tenant with any Laws and from all liability arising out of any such assessment violations or noncompliance.
c. Not to use Premises for any purpose deemed hazardous by insurance companies carrying insurance thereon.
d. Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test use the Premises as a residence only and to inspect and copy Tenant’s records relating to the not for any business, commercial or professional use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, e. Tenant will immediately respond shall notify Landlord of any repairs required to such event taking prudent emergency action in compliance with the Environmental Lawsbe performed by Landlord pursuant to Paragraph 11. Tenant shall notify Landlord of any repairs required to be performed by Tenant pursuant to Paragraph 11 or any other provision of this Lease prior to the time such repair is made.
f. Tenant shall comply with all recorded covenants applicable to the Premises, if any, and any rules and regulations which may be adopted by Landlord concerning Tenant’s use and occupancy of the Premises.
g. Tenant shall keep the Premises free from mechanic’s and all other liens and hold Landlord harmless therefrom and reimburse Landlord in defending against such liens.
h. Tenant shall permit Landlord and Landlord’s agents, contractor, utility company, municipal agency or others to enter the Premises at any time in the event as soon as reasonably practicable of an emergency and otherwise during reasonable hours and upon reasonable notice to Tenant, to make necessary or agreed repairs or alterations or exhibit the Premises to prospective or actual purchasers, tenants, workmen or contractors. Landlord may retain a duplicate key for the purpose of making any entry permitted by this Lease. Tenant shall not make lock changes unless first approved by Landlord and a duplicate key shall be provided to Landlord.
i. Tenant shall not deliberately or negligently destroy, damage, deface, impair or remove any part of the Premises or permit any person or animal to do so in any such manner.
j. Tenant shall be fully responsible for any breakage, damage, destruction, soilage and/or damage to the Premises which may be caused by Tenant, any member of Tenant’s household, a guest or another person under Tenant’s control, such damage being the responsibility of Tenant’s, any member of Tenant’s household, a guest or another person under Tenant’s control’s acts or neglect. Tenant shall forthwith repair such damage at his/her own expense, and should Tenant fail or refuse to make such repairs within a reasonable time after the occurrence of such event by telephone (damage, then Landlord shall have the option, but not the obligation, to cause repairs for which Tenant is responsible to be done at Tenant’s expense and promptly confirm oral notice in writing) giving complete information regarding Tenant shall thereupon reimburse Landlord immediately upon demand for the type, amount and location total cost of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, damages so caused.
k. Tenant shall submit a written remedial action plan, including not engage in conduct or allow any person or animal to engage in conduct on the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with Premises that disturbs the Environmental Lawsquiet and peaceful enjoyment of others.
3.8 Upon Landlord’s reasonable requestl. Tenant agrees not to place fixtures, Tenant shall provide Landlord with a copy of an Emergency Response Plansigns, which shall be kept current at all times, relating to or fences in or about the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances Premises without the prior written consent permission of LandlordLandlord in writing. If such permission is obtained, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permitsagrees, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term upon termination of the Lease, whether such condition was known to remove any fixtures, signs or unknown to Tenantfences, whether or not such condition is disclosed in any report to at the option of Landlord, and whether or not such condition worsens after without damage to the date hereofPremises.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend m. Tenant shall provide written notice to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by Landlord prior to any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates absence from the Premises or any contiguous real estate, and/or if exceeding seven (7) days.
n. Tenant shall fail not smoke any form of tobacco or other substances, nor permit any other individual to comply with smoke any form of the requirements of any Environmental Lawtobacco or other substances, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at on the Premises and/or take at any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlordtime.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Samples: Lease Agreement
Tenant’s Covenants. 3.1 Tenant shall comply strictly further covenants and in all respects with the requirements of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, agrees as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying thatfollows:
(a) To maintain the Premises including the doors and windows thereof in good repair, condition and order in accordance with good maintenance practices; and to yield peaceable possession to Landlord of the Premises at termination or expiration of this Lease Agreement free of all tenants and occupants in as good repair and condition as at occupancy by Tenant or may be put thereafter except for ordinary wear and tear, obsolescence, and damage caused by fire (unless caused by Tenant’s business has been conducted in full compliance with 's negligence or default and not insured against or required to be insured against hereunder) or the Environmental Laws;elements.
(b) All Hazardous Substances related To comply fully with any applicable statutes, ordinances, and lawful regulations, rules or orders pertaining to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in and to the Lease activities conducted thereon, to comply with all applicable rules or in conditions reasonably imposed with respect to the Allowed Hazardous Substances Roster; andPremises by any insurance carrier, and to prevent the existence of any nuisance, or the violation of any statute, ordinance or valid rule, order or regulation with respect thereto and to save Landlord harmless from any failure to do so.
(c) The method To keep the Building insured to the extent of building replacement costs, against loss or damage by fire, windstorm, hail, explosion and frequency of off-site disposal of Hazardous Substances from the Premises, as described other risks included in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord extended coverage policies from time to time, shall provide Landlord subject, however to a "deductible" clause in the amount of $50,000 or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment other amount as Tenant shall permit reasonably request and Landlord shall approve, which approval shall not be unreasonably withheld or delayed; all of such policies shall name as insured Landlord’s agents to inspect, sample and test any first mortgagee of the Premises and to inspect Tenant, as their respective interests may appear and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances shall provide that they may not be cancelled without at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within least fifteen (15) days prior written notice to Landlord (provided, that such additional notice does not result in the imposition of the occurrence of the event, additional premiums or charges by such insurer). Tenant shall submit a written remedial action plan, including the location for off-site disposal, agrees to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide furnish Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating certificate by the insurer as to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKAexistence thereof, Tenant shall provide Landlord together with a copy of such report concurrently policy. Tenant may procure such insurance under a so-called blanket policy insuring other locations of the Tenant, provided however, that such policy shall provide on its face that such portion of the face amount as is required by this Lease Agreement is payable with filing respect to covered loss relating to the report with the respective government agenciesPremises and is not affected by losses on other premises.
3.9 (d) To the fullest extent permitted by law, to indemnify Landlord fully against and to save Landlord harmless from loss, liability, costs, expense, attorney's fees and court costs, arising directly or indirectly from any claim or lawsuit by any person, firm, corporation, association or governmental agency or authority whomsoever, including (but not limited to) Tenant's officers, agents, employees or invitees, for damages assertedly sustained to person or property by reason of any activity conducted by Tenant will not modify or remodel upon the Premises, install or construct of any tanksbreach by Tenant, vesselsits officers, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directorsor invitees of the terms, provisions and conditions of this Lease Agreement, or occurring upon the Premises or areas controlled by the Tenant by reason of the conduct of the Tenant, its officers, shareholdersagents, affiliatesemployees and invitees, consultants regardless of the merit or lack of merit of any such claim or lawsuit, of the fault or lack of fault on the part of Landlord and independent contractorsregardless of the amount of insurance carried; and further, to procure and their respective successors and assigns (collectively referred to as “Indemnitees”)keep in force, harmless from any and all liability, loss, damage and at Tenant's sole expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with public liability insurance covering the Premises, including with minimum limits of at least $5,000,000.00 for the assertion of any lien thereunder;
(c) Any spill death of or bodily injury to any one person, and $5,000,000.00 for the presence death of or bodily injury to any Hazardous Substance affecting the Premises, whether or not number of persons resulting from the same originates or emanates from the Premises or event, and of $3,000,000 for property damage naming Landlord, any contiguous real estate, including any loss of value first mortgagee of the Premises and Tenant as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; andinsureds, as their respective interests may appear, provided that if greater coverage limits are normally carried under similar circumstances, Tenant agrees to increase such coverage limits appropriately.
(e) The presence in, on To use its best efforts to prevent the filing or under, imposition of any lien of any kind whatsoever upon or the release, escape, seepage, leakage, discharge, or migration to, at or from, against the Premises based upon or arising out of Tenant's actions, except by Landlord or with Landlord's prior written consent and in the event of the filing or imposition of any Hazardous Substance where any such liability relates lien, to any condition arising on, at discharge same or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom surety bond sufficient to discharge same within 30 days following the date of any such filing or imposition.
(f) To permit Landlord to enter the Premises during normal business hours and, subject to Tenant's reasonable security and in enforcing any confidentiality requirements, where such entry will not unreasonably disturb or interfere with Tenant's use of the agreements herein contained;Premises and the operation of Tenant's business, to examine, inspect, provide Services or make repairs, replacements, changes or alterations as set out in this Lease Agreement, and to take such steps as Landlord may reasonably deem necessary for the safety, improvement or preservation of the Premises. Landlord shall give reasonable notice to Tenant prior to any such entry, except in the case of an emergency, but no such entry shall constitute an eviction or entitle Tenant to any abatement of Rental.
(bg) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if that Tenant shall fail to comply with perform any act required by the foregoing covenants and such failure shall continue for a period of 30 days after notice thereof from Landlord, Landlord may (but shall not be obligated to do so) perform such act without waiving or releasing Tenant from any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as obligations with respect thereto. Landlord shall deem necessary be entitled to recover from Tenant all sums paid or advisable costs incurred in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlordperforming such acts on demand.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Samples: Lease Agreement (Spire Corp)
Tenant’s Covenants. 3.1 Tenant shall comply strictly and in all respects with the requirements of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) Tenant and any Tenant Entity shall at all times and in all respects comply with all Environmental Laws and permits applicable to Tenant’s operations on the Airport. The depositRelease of Hazardous Materials is strictly prohibited, storageexcept in compliance with applicable Environmental Laws or permits issued pursuant to applicable Environmental Laws.
(b) Neither Tenant nor any Tenant Entity shall cause any Hazardous Material to be brought upon, disposalkept, burialused, dumpingstored, injectinggenerated, spillingtreated, leaking managed, or other placement or release disposed of in, on or about the Airport, or transported to or from or within the Airport, except to the extent that such Hazardous Material, in kind and quantity, is normally necessary or useful to Tenant’s conduct of the Permitted Uses under Section 3.1 and will be used, kept, and stored in a manner that complies with all applicable Environmental Laws, the Airport Rules, and all other applicable laws. At all times, Tenant shall ensure and certify that to the extent Tenant is required to decontaminate the Premises and/or dispose of Hazardous Materials under this Lease or applicable law, including Environmental Laws, that such decontamination of the Premises and/or disposal of Hazardous Materials shall be performed in compliance with the foregoing and any relevant permits. Any reuse of contaminated soil by Tenant at the Airport shall be subject to: (a) this Section and considered a Release of Hazardous Materials caused by Xxxxxx and not a Pre-Existing Condition, and (b) Director’s approval in writing to the reuse of contaminated soil.
(c) Tenant, at Tenant’s sole cost and expense, shall promptly investigate and remediate, in accordance with requirements of all applicable Environmental Laws and permits, any Release of Hazardous Materials on the Premises of a Hazardous SubstanceAirport, including, but not limited to, asbestos;
any Release into soil or groundwater, which was caused or results in whole or in part from the activities of Tenant or any Tenant Entity, but excluding: (a) the disposal of Hazardous Materials through the Airport’s sewage system so long as such disposal complies with all applicable Environmental Laws and any pre-discharge treatment requirements issued by the Airport; or (b) Any violation the portions of said Release that the Tenant demonstrates to the reasonable satisfaction of the City was caused exclusively by the City or City Entity. In addition to any remedy provided in this Lease, City, in its discretion, may after reasonable written notice to Tenant (except that notice is not required for any Release that poses an imminent harm to the environment or other emergency situation), pay to have such Release investigated and remediated as required by applicable Environmental Laws, and Tenant shall reimburse City for its share of the documented costs within thirty (30) days of City’s demand for payment if: (a) Tenant does not promptly commence investigation of any such Release; (b) Tenant does not diligently pursue appropriate remedial activities as required by applicable Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
Laws and permits; or (c) Any spill City determines that its performance of the investigation and/or remediation is needed to achieve the City’s operational needs or the presence construction objectives. The failure to commence investigation and provide City with a preliminary schedule for diligent pursuit of any Hazardous Substance affecting the Premises, whether required remediation within thirty (30) business days after (a) Tenant’s discovery of such Release or not the same originates or emanates from the Premises or any contiguous real estate, including any loss (b) notice of value such Release shall constitute prima facie evidence of the Premises as a result of a spill of or the presence of any Hazardous Substance;failure to promptly commence investigation and remediation.
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises Tenant shall provide Director with a copy of any application for a permit, if required, for use or storage of Hazardous Substance where Materials on the Airport from any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term regulatory agency responsible for enforcement of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, applicable Environmental Laws and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account shall also provide a copy of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise permit received from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costssuch agency.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Samples: Lease Agreement
Tenant’s Covenants. 3.1 Tenant covenants and agrees as follows:
(a) Tenant shall comply strictly procure any licenses and in all respects with the requirements permits required for Tenant's use of the Environmental Laws Premises and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications expiration or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term termination of this Lease, to remove its goods and effects and those of all persons claiming under it and to yield up peaceably to Landlord the Premises in good order repair and condition in all respects, except for damage by fire and casualty, structural defects, required repairs by Landlord, and reasonable wear and tear.
(b) Tenant will promptly deliver a copy shall permit Landlord and its agents on reasonable notice and at reasonable times to perform Landlord's repair and maintenance obligations hereunder, or to examine the Premises and to show the Premises to prospective purchasers, mortgagees, and/or tenants (but only during the last twelve (12) months of the same term with respect to Landlordprospective tenants), provided that Landlord shall not thereby unreasonably interfere with the conduct of Tenant's business. Tenant shall provide permit Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of upon prior notice to enter the Premises conducted to make such repairs, improvements, alterations or additions thereto as may be required by any Landlord under this Lease, subject to Section 7.3 above.
(c) Tenant shall use and occupy the Premises in a careful, safe and proper manner and shall keep the Premises in a clean, safe and healthy condition in accordance with all federal, state or state, and local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein laws, rules, regulations, and orders, including without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estatelimitation environmental laws. Tenant shall not permit the discharge Premises to be used for any unlawful purpose, commit any waste thereof, or commit any nuisance. Notwithstanding the foregoing, Tenant shall have the right to contest the legality of any Hazardous Substance into the sanitary law, order, rule, regulation or storm sewer or water system serving requirement applicable to Tenant's use of the Premises so long as Tenant indemnifies Landlord against any loss, cost, expense, damage or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results liability arising out of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with contest. Upon the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord final determination of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the eventcontest, Tenant shall submit a written remedial action plancomply with any such law, including order, ordinance, rule, regulation or requirement to the location for off-site disposalextent held to be valid or legal. Notwithstanding anything to the contrary as set forth herein, to Landlord. Any remedial action plan shall be in full the extent compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable requestany such law, Tenant shall provide Landlord with a copy order, ordinance, rule, regulation or requirement requires any structural alteration of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including other change in any loss of value portion of the Premises as a result of a spill of for reasons unrelated to Tenant's actual use or the presence of Tenant's Work, Landlord, at its sole expense, shall promptly comply with any Hazardous Substance;such law, order, ordinance, rule, regulation or requirement.
(d) Any other matter affecting All of Tenant's garbage and refuse shall be kept in the kind of containers specified by Landlord and shall be placed outside the Premises within and prepared for collection in the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation manner and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any times and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined places specified by Landlord. Thereafter, Tenant shall keep not allow garbage or refuse to be placed or stored anywhere within the Premises except within those outdoor receptacles specified by Landlord. Tenant at its sole cost and expenses, shall provide trash removal service for picking up such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is requiredrefuse and garbage.
Appears in 1 contract
Samples: Lease (Rainbow Rentals Inc)
Tenant’s Covenants. 3.1 Tenant shall comply strictly and in all respects with the requirements of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying thatTHE TENANT COVENANTS WITH THE LANDLORD:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;To pay Rent as herein provided.
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at To maintain the Premises are disclosed in good order and condition and to make repairs in keeping with the age and character of the Building with due diligence, except for reasonable wear and tear and damage by fire, lightning and tempest and except for repairs to the plumbing, sewage, water, electrical, mechanical, heating and air conditioning systems and except for repairs specifically designated as the responsibility of the Landlord; and notwithstanding the foregoing, the Tenant shall repair all broken glass in the Lease or in the Allowed Hazardous Substances Roster; andPremises caused by internal forces.
(c) The method and frequency of off-site disposal of Hazardous Substances from To permit the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access its agents at all reasonable times during the said Term to enter the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect examine the condition thereof; and should the Landlord find that any repairs that are the responsibility of the Tenant as hereinbefore provided are necessary, the Landlord shall give written notice to the Premises. In connection with such assessment Tenant, specifying the repairs required to be done, and the Tenant shall permit with reasonable promptitude after such notice well make such repairs in the manner hereinbefore provided. Should the Tenant, however, refuse or neglect to make the repairs as aforesaid the Landlord or Landlord’s agents may cause such repairs to inspect, sample be effected and test the Premises and Tenant shall be liable to inspect and copy Tenant’s records relating pay the cost thereof to the useLandlord upon demand. If the Tenant shall default in any payment or expenditure other than Rent required to be paid by the Tenant under the terms hereof, generationthe Landlord may at its option make such payment or expenditure, storageand in such event the amount shall be payable by the tenant to the Landlord on the next accruing rent day, processing, release and disposal of Hazardous Substances together with interest at the Premises. Tenant acknowledges that rate of 6% per annum from the results date of such an inspection may be used payment or expenditure by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or Landlord and on default the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant Landlord shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not have the same originates or emanates from the Premises or any contiguous real estate, including any loss remedies as on default of value payment of the Premises as a result of a spill of or the presence of any Hazardous Substance;rent.
(d) Any To abide by and comply with all lawful statutes, by-laws, rules and regulations of every parliamentary, municipal or other matter affecting authority which in any manner relate to or affect the Premises within the jurisdiction by reason of the United States Environmental Protection Agency tenancy of the Tenant; and to put the Premises in such state of repair as to comply with the said statutes, by-laws, rules and regulations and to indemnify and save harmless the Landlord from any penalty, costs, charges or damages to which the Nevada State Environmental Commission said Landlord may be put or suffer by reason of having to alter the Nevada Department Premises to conform with any such statute, by-laws, rules or regulations by reason of Conservation and Natural Resources or the Nevada Department tenancy of Commerce; andthe Tenant.
(e) The presence inTo obtain, on or underand to pay the premium for, or liability insurance covering the release, escape, seepage, leakage, discharge, or migration to, at or from, Landlord and the Tenant in respect of the Premises and the Tenant’s operations therein to the extent of not less than Two Million Dollars (or such greater amount as the Tenant’s insurance agent may recommend) inclusive of all injuries or death to persons and damage to property of others arising from any Hazardous Substance where any such liability relates one occurrence.
(f) Save as hereinbefore provided, not to any condition arising on, at or under erect signs including window displays and other advertising visible from the Premises, whether such condition arose prior to, during, or after the Term exterior of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after Premises without approval of the date hereofLandlord acting reasonably.
3.11 Tenant’s liability hereunder shall, without however limiting (g) Not to assign or sublet the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred whole or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any portion of the agreements herein contained;
(b) Liability for clean up costs, fines, damages Premises in whole or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, part without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest the Landlord in writing first had and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest obtained, which consent may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expensesnot be unreasonably withheld.
3.14 Tenant shall, (h) To yield up the Premises at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the end of the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount good order and condition as determined by Landlord upon notice by Landlord that a bond increase is requiredhereinbefore provided.
Appears in 1 contract
Samples: Lease Agreement
Tenant’s Covenants. 3.1 Tenant shall comply strictly and in all respects with the requirements of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result violation of, or with respect do anything or permit anything to be done which subjects Landlord, Tenant or the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, Premises to any remedial obligations under or on the Premises which creates a claim or cause of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or action under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theoryLaws, including, without limitation, damages assessed for the maintenance of a public or private nuisanceCERCLA, or for the carrying on of an abnormally dangerous activityRCRA, and response costs.
3.12 the California Health and Safety Code 25501(j), assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Premises and Tenant will promptly notify Landlord in writing of any existing, pending or threatened investigation, claim or inquiry of which Tenant has knowledge by any governmental authority in connection with any Applicable Environmental Laws. Tenant shall obtain any permits, licenses or similar authorizations to construct, occupy, operate or use any Improvements, fixtures and equipment at any time located on the Premises by reason of any Applicable Environmental Laws. Tenant will not use the Premises in a manner which will result in the unlawful disposal or other unlawful release of any hazardous substance or solid waste on or to the Premises and covenants and agrees to keep or cause the Premises to be kept free of any unlawful hazardous substance, unlawful solid waste or unlawful environmental contaminants (including, without limitation, friable asbestos and any substance containing asbestos deemed hazardous and unlawful by any Applicable Environmental Law) and to remove the unlawful amounts of the same (or if removal is prohibited by law, to take whatever action is required by law) promptly upon discovery at Tenant's sole expense. Tenant shall promptly notify Landlord in writing of any unlawful disposal or other unlawful release of any hazardous substance, environmental contaminants or solid wastes on or to the Premises or the Improvements. In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail fails to comply with or perform any of the requirements of any Environmental Lawforegoing covenants and obligations, after thirty (30) days' prior written Notice to Tenant, Landlord may, without notice but shall be under no obligation to, cause the Premises to be freed from the unlawful hazardous substance, unlawful solid waste or unlawful environmental contaminants (or if removal is prohibited by law, to take whatever action is required by law) and the reasonable cost of the removal or such other action shall be a demand obligation owing by Tenant to Landlord pursuant to this Lease. Notwithstanding the foregoing, Landlord shall have no right to cause the removal of such materials so long as Tenant body (1) is diligently and in good faith proceeding to comply with Tenant's obligation to remove the unlawful amounts of such materials; and (2) has the financial ability to so comply. Subject to the foregoing, Tenant grants to Landlord and Landlord's agents and employees access to the Premises, and the license to remove the unlawful hazardous substance, unlawful solid waste or unlawful environmental contaminants (or if removal is prohibited by law, to take whatever action is required by law) and agrees to indemnify and save Landlord harmless from all reasonable costs and expenses involved and from all claims (including consequential damages) asserted or proven against Landlord by any party in connection therewith. Upon Landlord's reasonable request for "good cause" (defined below), at its electionany time and from time to time during the Term, but without the obligation so to do, give such notices and/or cause such work to be performed Tenant will provide at Tenant's sole expense an inspection or audit of the Premises and/or take from an engineering or consulting firm approved by Landlord, indicating the presence or absence of any hazardous substance, solid waste or environmental contaminants located on the Premises. If Tenant fails to provide same after sixty (60) days' notice, Landlord may order same, and all other actions as Tenant grants to Landlord shall deem necessary and Landlord's employees and agents access to the Premises and a license to undertake any testing reasonably required to obtain such inspection or advisable in order to remedy said spill audit. The reasonable cost of Hazardous Substance obtaining such inspection or cure said failure of compliance audit and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment expenses incurred by Landlord until reimbursed by Tenantin connection therewith, shall be immediately due and payable a demand obligation owing by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith Landlord pursuant to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature For purposes of Tenant’s business change increasing the quantity this SECTION 10.1(b)(2), "good cause" shall mean that Landlord shall have reasonable grounds to believe that an unlawful release or variety unlawful disposal of Hazardous Substances at hazardous substances or solid wastes has occurred on the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Tenant’s Covenants. 3.1 Tenants covenants and agrees as follows:
(a) Tenant shall comply strictly procure any and in all respects with the requirements licenses and permits required for Tenant’s use of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and upon the expiration or terminations of this Lease, Tenant shall promptly forward remove its goods and effects and those of all persons claiming under it and shall yield up the same peaceably to Landlord copies in good order, repair and condition in all respects, except for damage by fire and casualty, which is either insured against or required to be insured against hereunder, structural defects (not caused by Tenant’s use of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. ), required repairs by landlord, and reasonable wear and tear.
(b) Tenant shall be fully responsiblepermit Landlord and its agents on reasonable notice and at reasonable times to examine the Premises and to show the Premises to prospective purchasers, at its own expensemortgagees, for and/or tenants (but only during the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution last twelve (12) months of the Lease copies of each and every licenseterm with respect to prospective tenants), identification number, permit or approval provided that Tenant is required to possess for landlord shall not thereby unreasonably interfere with the conduct of its business under Tenant’s business. During the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during last three (3) months of the Term of this Lease, Tenant will promptly deliver Landlord shall have the right to display on the Premises a copy of the same to Landlord. “for rent” and/or “for sale” sign, which notice shall not be removed, obliterated, or hidden by Tenant.
(c) Tenant shall provide Landlord with a copy of any use and all inspection reports received by Tenant resulting from, or related to, an inspection of occupy the Premises conducted by any federalin a careful, state or safe and proper manner and shall keep the Premises in a clean, safe and health condition in accordance with local authority.
3.3 Tenant shall not change the quantity nor the type ordinances and lawful directions of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estateproper public officers. Tenant shall not permit the discharge Premises to be used for any unlawful purpose, commit any waste thereof, or commit any nuisance. Notwithstanding the foregoing, Tenants shall have the right to contest the legality of any Hazardous Substance into law, order, rule, regulations or requirement applicable to Tenant’s use of the sanitary Premises, and Tenant shall indemnify and hold Landlord harmless from any liabilities, suits or storm sewer penalties that may result from any such contest. Upon the final determination of any such contest, Tenants shall comply with any such law, order, ordinance, rule, regulation or water system serving requirements to the extent held to be valid or legal.
(i) Tenant covenants that except in compliance with all laws and regulations, Tenant will not use hazardous substances within the premises as defined by any law or regulation now or hereafter enacted or promulgated by any governmental authority and that there shall be no hazardous wastes or biomedical materials or waste generated within the Premises as defined by any law or the surrounding arearegulation now or hereafter enacted or promulgated by any governmental authority, or into any municipal or other governmental water system or storm and/or sanitary sewer system without Landlord’s prior consent. Tenant agrees to manage and dispose of all hazardous substances, hazardous wastes biomedical materials and wastes in violation of any Environmental Lawaccordance with all federal, state and local laws, regulations and rules.
3.5 (ii) Tenant shall provide Landlord annually on each anniversary date agrees not to store any hazardous wastes or biomedical materials or waste within the Premises (except in compliance with all laws and regulations).
(iii) Upon the expiration of the term of the Lease a written certificationor the earlier termination hereof, also signed Tenant shall remove all hazardous wastes and/or biomedical materials or waste generated by the manager Tenant form any portion of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant Landlord shall permit Landlord or Landlord’s agents have the right to inspect, sample and test inspect the Premises and to inspect and copy Tenant’s records relating with regard to the use, generation, storage, processing, release management and disposal of Hazardous Substances hazardous substances and wastes at all reasonable times during the Premises. term of this Lease.
(e) Tenant acknowledges that the results leased premises are part of such an inspection may be used by Landlordoffice park development subject to covenants, conditions and restrictions as recorded in Official Records Book 1588, at Landlord’s sole electionPage 2207, to determine Tenant’s compliance as amended, Alachua County, Florida, together with rules and regulations governing the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. office park which Tenant shall notify Landlord of any such event as soon as reasonably practicable after comply with and be subject to. In addition, the occurrence of such event by telephone (Tenant shall promptly execute and promptly confirm oral notice in writing) giving complete information regarding the typecomply with all statutes, amount ordinances, rules, orders, regulations and location requirements of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days Federal, State and City Governmental and of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liabilitytheir Departments and Bureaus applicable to said premises, lossfor the correction, damage prevention, and abatement of nuisances or other grievances, in, upon, or connected with said premises during said term; and shall also promptly comply with and execute all rules, orders and regulations of the applicable fire prevention codes for the prevention of fires, at Tenant’s own cost and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Samples: Lease Agreement (Oragenics Inc)
Tenant’s Covenants. 3.1 Tenant shall comply strictly and in all respects with the requirements of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises35. Tenant's covenants. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval agrees that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying thatit shall:
(a) Tenant’s business has been conducted Observe such rules and regulations as from time to time may be put in full compliance with effect by us for the Environmental Laws;general safety, comfort and convenience of tenants and patrons of the building within which the Leased Premises is located. Any failure by Landlord to enforce any other Lease in the building shall not constitute a waiver thereof.
(b) All Hazardous Substances related Give Landlord, its agents and employees, its mortgagees and any other person or persons authorized by Landlord, access to Tenant’s business the Leased Premises upon reasonable notice to examine the same and usedto make such repairs, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; andadditions and alterations as they may deem advisable.
(c) The method Keep the Leased Premises in good order and frequency of off-site disposal of Hazardous Substances from condition, keep the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access Leased Premises lien free and commit no waste to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Leased Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting Maintain and pay utilities for the lighting fixtures attached to the Leased Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; andpay its pro-rata share for utilities for common areas.
(e) The presence inUpon the termination of this Lease in any manner whatever, remove its goods and effects and those of any other persons claiming under its, and quit and deliver up the Leased Premises to Landlord peaceably and quietly in as good order and condition as the same are now or hereafter may be improved, reasonable use and wear thereof excepted. Goods and effects not removed by Tenant at the termination of this Lease (or within forty-eight [48] hours after a termination by reason of default by Tenant), shall be considered abandoned, and Landlord may dispose of the same as it deems expedient, but Tenant shall promptly upon demand reimburse Landlord for any expenses incurred by it in connection therewith. All alternations, installations, additions, 116 whether movable or not, shall not be removed from said property without Landlord's written consent.
(f) Not place any signs on the outside walls, windows, roof of the building or underotherwise on the Leased Premises or the building or its common areas without Landlord's specific written approval.
(g) Not do any act or bring or keep anything thereon which may make void or voidable any insurance, or cause increased or extra premiums payable for insurance. Should the releaseoperation of Tenant's business, escapewhether it be due to the method of operation or the nature of its business, seepagecause a higher insurance premium, leakageeither for the entire premises or for Tenant's space, discharge, or migration to, at or from, Tenant shall be responsible for the Premises payment of any Hazardous Substance where increase thereof.
(h) Not damage, overload, deface or otherwise harm the Leased Premises, nor commit any such liability relates nuisance (including loud speakers, sound amplifiers or phonographs); nor permit the emission of any objectionable noise or odor; nor bun any trash or refuse with the Shopping Center, nor sell, display, distribute or give away any alcoholic liquors or beverages; nor make any use of the Leased Premises which is improper, offensive or contrary to any condition arising on, at law or ordinance. Tenant's obligation under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown this Article XI to Tenant, whether do or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, do a specified act shall extend to and include:
(a) All costsinclude Tenant's obligation to see to it that its employees, expenses invitees and attorneys’ fees incurred agents shall do or sustained by any Indemnitee in making any investigation on account of any claimshall not do such acts, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of as the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costscase may be.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Samples: Commercial Lease Agreement (American River Holdings)
Tenant’s Covenants. 3.1 Tenant shall comply strictly covenants and in all respects with the requirements of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, agrees as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying thatfollows:
(a) Tenant’s business has been conducted in full compliance Tenant shall permit Landlord and its agents on reasonable notice and at reasonable times to examine the Premises and to show the Premises to prospective purchasers, mortgagees, and/or tenants (only during the last nine (9) months of the term), provided that Landlord shall not thereby unreasonably interfere with the Environmental Laws;conduct of Tenant's business. Tenant shall permit Landlord upon prior notice to enter the Premises to make such repairs, improvements, alterations or additions thereto as may be required by Landlord under this Lease, subject to Section 7.3 above. Any entry into the Premises by Landlord shall be coordinated with Tenant's alarm service/security provider.
(b) All Hazardous Substances related Tenant shall comply with any and all laws, rules, regulations, ordinances, and orders with respect to Tenant’s business 's use and usedoccupancy of the Premises, storedprovided that Tenant shall have the right to contest the legality of any law, treated order, rule, regulation or manufactured at requirement applicable to Tenant's use of the Premises. Upon the final termination of any such contest, Tenant shall comply with any such law, order, ordinance, rule, regulation or requirement to the extent held to be valid or legal. Notwithstanding anything to the contrary as set forth herein, to the extent compliance with any such law, order, ordinance, rule, regulation or requirement requires any structural alteration of the Premises are disclosed in the Lease for reasons unrelated to Tenant's particular use thereof or in the Allowed Hazardous Substances Roster; andto any alterations undertaken or requested by Tenant, then Landlord, at its sole expense, shall promptly comply with any such law, order, ordinance, rule, regulation or requirement.
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 If Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value 's use of the Premises as a result of a spill of or causes an increase in the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, insurance rates upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees to pay to Landlord as additional rent such increased premiums. Landlord represents and warrants to Tenant that it will post a new bond Landlord has no knowledge that Tenant's use of the Premises for the Tenant Use shall cause such an increase in Landlord's insurance premiums.
(d) All of Tenant's garbage and refuse shall be kept in the reasonable amount as determined kind of containers specified by Landlord upon notice and shall be placed outside the Premises and prepared for collection in the manner and at the times and places specified by Landlord. Tenant, at its expense, shall provide for the removal of such garbage and refuse. Tenant shall not allow garbage or refuse to be placed or stored anywhere within the Premises except within those outdoor receptacles specified by Landlord. Landlord acknowledges that Tenant will maintain a bond increase is requiredtrash compactor and related trash storage immediately adjacent to the Building.
Appears in 1 contract
Samples: Lease (Ultimate Electronics Inc)
Tenant’s Covenants. 3.1 Tenant shall comply strictly and in all respects with the requirements of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding areaImprovements to be in violation of, or into any municipal do anything or other governmental water system permit anything to be done which subjects Landlord, Tenant or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, any remedial obligations under or on the Premiseswhich creates a claim or cause of action under, Tenant will immediately respond to such event taking prudent emergency action in compliance with the any Applicable Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisanceCERCLA, or for the carrying on of an abnormally dangerous activityRCRA, and response costs.
3.12 the California Health and Safety Code Section 25501(j), assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Premises and the Improvements, and Tenant will promptly notify Landlord in writing of any existing, pending or threatened investigation, claim or inquiry of which Tenant has knowledge by any governmental authority in connection with any Applicable Environmental Laws. Tenant shall obtain any permits, licenses or similar authorizations to construct, occupy, operate or use any Improvements, fixtures and equipment at any time located on the Premises by reason of any Applicable Environmental Laws. Tenant will not use the Premises or the Improvements in a manner which will result in the unlawful disposal or other unlawful release of any hazardous substance or solid waste on or to the Premises or the Improvements and covenants and agrees to keep or cause the Premises and the Improvements to be kept free of any unlawful hazardous substance, unlawful solid waste or unlawful environmental contaminants (including, without limitation, friable asbestos and any substance containing asbestos deemed hazardous and unlawful by any Applicable Environmental Law) and to remove the unlawful amounts of the same (or if removal is prohibited by law, to take whatever action is required by law) promptly upon discovery at Tenant's sole expense. Tenant shall promptly notify Landlord in writing of any unlawful disposal or other unlawful release of any hazardous substance, environmental contaminants or solid wastes on or to the Premises or the Improvements. Landlord and Tenant acknowledge that Pre-existing Contamination exists at the Premises due to operations of prior owners and that Tenant has no further obligation to notify Landlord regarding such Pre-existing Contamination. Landlord acknowledges receipt of that certain Phase I Environmental Assessment and Phase II Soil and Groundwater Evaluation dated February 1995 prepared by Lownxx Xxxociates ("Report"); provided that delivery of such Report shall in no way limit or modify Tenant's indemnity obligations pursuant to Section 8.1(b)(iii) hereof. Tenant acknowledges that Landlord will not acquire the Premises if any environmental contamination of the Premises in violation of applicable law, which contamination is not disclosed in the Report, occurs or is discovered before the Lease Commencement Date. In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail fails to comply with or perform any of the requirements of any Environmental Lawforegoing covenants and obligations, after thirty (30) days' prior written Notice to Tenant, Landlord may, without notice to Tenantbut shall be under no obligation to, at its election, but without cause the obligation so to do, give such notices and/or cause such work Premises and the Improvements to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, freed from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.unlawful hazardous substance,
Appears in 1 contract
Samples: Ground Lease (Cisco Systems Inc)
Tenant’s Covenants. 3.1 Tenant shall not do anything or suffer anything to be done in or about the Premises which will in any way conflict with any applicable law, statute, ordinance or other governmental rule, regulation or requirement now in force or which may Initial Here: Tenant: -------------- Landlord: ------------ hereafter be enacted or promulgated. At its sole cost and expense, Tenant shall promptly comply strictly and with all such governmental measures, other than the making of structural changes or changes to the Buildings' life safety systems. Should any standard or regulation now or hereafter be imposed on Miramar or Tenant in all respects connection with Tenant's use of the Premises by a state, federal or local governmental body charged with the requirements establishment, regulation and enforcement of occupational, health or safety standards for employers, employees, landlords or tenants, then Tenant agrees, at its sole cost and expense, to comply promptly with such standards or regulations which are applicable to Tenant's use as a lessee of the Environmental Laws and shall notify Landlord promptly in the event Premises. The judgment of any spill court of competent jurisdiction or the admission of Tenant in any Hazardous Substance upon judicial action, regardless of whether Miramar is a party thereto, that Tenant has violated any of said governmental measures, shall be conclusive of that fact as between Miramar and Tenant. Without limiting the generality of the foregoing, Tenant shall (i) comply with all applicable Environmental Requirements (as that term is defined in Section 29.23 of the Lease) relating to the Property and the Premises, the use of the Premises, and shall promptly forward to Landlord copies the business operations of all orders, notices, permits, applications or other communications Tenant and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance not engage in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered permit others to Tenant or are requested of Tenant by engage in any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system activity in violation of any applicable Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
Requirements; (aii) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related deliver to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event Miramar as soon as reasonably practicable after the occurrence of such practical, but in no event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within later than within fifteen (15) days of following the occurrence of the any such event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies notice of the plans and specifications discovery by the Tenant of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protectany event, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner the occurrence of which would cause a breach of the Project covenants set forth in this Article 24 or otherwisewhich requires reporting or notification to a governmental agency; (iii) promptly comply with any Environmental Requirements requiring the remediation, may suffer as a result ofabatement, removal, treatment or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on disposal of Hazardous Material; cause any party who enters upon the Premises of a Hazardous Substance, including, but to comply with this Article 24; and (iv) not limited to, asbestos;
(b) Any violation of cause or suffer any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of liens to be recorded against or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of imposed against the Premises as a result of a spill of an Environmental Requirement. Notwithstanding any provisions to the contrary in this Article 24. Tenant shall have no liability to Miramar under this Article 24 for the removal or the presence remediation of any Hazardous Substance;
(d) Any other matter affecting Material from the Premises within to the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence inextent that Tenant, on or underits employees, agents, or contractors or invitees did not introduce the releaseHazardous Material to the Premises; provided, escapehowever, seepageTenant shall be liable to Miramar for any costs, leakagedamages, dischargefines, penalties, or migration to, other obligations arising from any disturbance of Hazardous Material at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained other than a disturbance caused by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the PremisesMiramar, whether or not the same originates or emanates from Tenant introduced the Premises or any contiguous real estate, and/or if Tenant shall fail Hazardous Material to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Tenant’s Covenants. 3.1 Tenant represents that it is a very small quantity generator (EPA classification) and will not change such status to a large quantity generator with respect to its operations in or at the Premises without Landlord’s prior written consent, not to be unreasonably withheld. Subject to the terms of this Lease, Landlord hereby consents to Handling by Tenant of (i) the Hazardous Materials in the quantities identified on Exhibit E attached hereto or such other Hazardous Materials as are reasonably required in the operation of Tenant’s business for the Permitted Use, and (ii) small quantities of Hazardous Materials customarily used in the conduct of general office/warehouse activities, such as copier fluids and cleaning supplies(“Permitted Hazardous Materials”), provided the Permitted Hazardous Materials shall be Handled by Tenant in compliance with Environmental Requirements. Such consent shall not be deemed a release or waiver of Tenant’s obligations under this Lease pertaining to Hazardous Materials Handled by Tenant, including without limitation those Hazardous Materials identified on Exhibit E. Except for the Permitted Hazardous Materials, no Hazardous Materials shall be Handled by Tenant at or about the Premises or Property without Landlord’s prior written consent, which consent may be granted, denied, or conditioned upon compliance with Landlord’s requirements, all in Landlord’s reasonable discretion. At the expiration or termination of the Lease, Tenant shall comply strictly promptly remove from the Premises and Property all Hazardous Materials Handled by Tenant at the Premises or the Property, including without limitation, the Permitted Hazardous Materials. Tenant shall keep and maintain at the Premises in compliance with Environmental Requirements all respects with records and reports pertaining to Hazardous Materials Handled by Tenant at the requirements of the Environmental Laws Premises or Property and shall notify make same available to Landlord, its environmental consultants, agents and employees for inspection promptly after request by Landlord. Tenant shall cause its environmental consultants, agents or employee(s) responsible for management of Hazardous Materials Handled by Tenant) to cooperate with Landlord promptly in the event of any spill of any Hazardous Substance upon the Premisesand its consultants, agents, and shall promptly forward to Landlord copies of employees regarding all ordersrecords, noticesreports, permitslicensing, applications or permitting and other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premisesinformation concerning Hazardous Materials Handled by Tenant. Tenant shall be fully responsible, at its own expense, responsible and liable for the proper controlcompliance with all of the provisions of this Section by all of Tenant’s Representatives and Visitors, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to of Tenant’s business being conducted on obligations under this Section (including its indemnification obligations under paragraph (e) below) shall survive the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports expiration or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term termination of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Samples: Lease Agreement (Mocon Inc)
Tenant’s Covenants. 3.1 Tenant and Tenant's Representatives shall not Handle any Hazardous Materials at or about the Premises without Landlord's prior written consent, which consent may be granted, denied, or conditioned upon compliance with Landlord's requirements, all in Landlord's absolute discretion; provided, however, Landlord's consent to the Handling by Tenant of Hazardous Materials that are in substitution of or reasonably related to the Hazardous Materials described on Exhibit E and which are to be used in comparable quantities and are of a similar quality shall not be unreasonably withheld. Landlord hereby grants its consent to Tenant's use of the Hazardous Materials described in Exhibit E attached hereto and incorporated by this reference here; provided, however, the Handling of such Hazardous Materials by Tenant shall be subject to all terms, conditions, restrictions and requirements set forth in this Lease. Specifically, without limitation of any other provision in this Lease, Tenant shall strictly comply strictly with all Environmental Requirements concerning the use of diesel on the Premises. However, the foregoing provisions shall not prohibit the transportation to and from, and the use, storage, maintenance and Handling within the Premises of substances customarily used in connection with normal office use in compliance with all respects with Environmental Requirements provided: (i) such substances shall be used and maintained only in such quantities as are reasonably necessary for the requirements Agreed Use of the Premises as set forth in the Basic Provisions, strictly in accordance with Environmental Laws Requirements and the manufacturers' instructions therefor, (ii) such substances shall not be disposed of, released or discharged on the Building, and shall notify be 135 transported to and from the Premises in accordance with all Environmental Requirements, and as Landlord promptly shall reasonably require, (iii) if any Environmental Requirements or Landlord's trash removal contractor requires that any such substances shall be disposed of separately from ordinary trash, Tenant shall make arrangements at Tenant's expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site (subject to scheduling and approval by Landlord), and shall ensure that disposal occurs frequently enough to prevent unnecessary storage of such substances in the event of any spill of any Hazardous Substance upon the Premises, and (iv) any such remaining substances shall promptly forward be completely, properly and lawfully removed from the Building upon expiration or earlier termination of this Lease. Within sixty (60) days after Commencement Date of the Lease, and again prior to the execution of any agreement extending or renewing the Lease Term or upon request by Landlord, Tenant shall deliver to Landlord copies of all orders, notices, permits, applications authorizations, plans and reports, and supporting documentation therefor, including any Hazardous Materials Management Plan, which are required by law or other communications and reports in connection by any governmental authority with any such spill respect to Tenant's use or any other matters relating to Environmental Laws, as they may affect proposed use of the Premises, including any Handling of Hazardous Materials. The provisions of this Paragraph 5.2 shall apply to all Hazardous Materials, whether or not Landlord has given Tenant its consent to Handle such Hazardous Materials. Tenant's and Tenant's Representatives' Handling of all Hazardous Materials shall be fully responsiblecomply at all times with all Environmental Requirements and Tenant shall, at its own expense, for the proper control, use, handling, storage, distribution and disposal promptly take all actions required by any governmental authority in connection with Tenant's or Tenant's Representatives Handling of any and all Hazardous Substances related to Tenant’s business being conducted on Materials at or about the Premises. Tenant shall keep Landlord fully and promptly disclose to Landlord by delivering, in the manner prescribed for delivery informed of notice in the Lease, a copy all Handling of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about Materials on the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by including notifying Landlord as soon as possible after any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Lawemission.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Samples: Lease (Therma Wave Inc)
Tenant’s Covenants. 3.1 Tenant does not intend to and Tenant will not, nor will Tenant allow any other person (including partnerships, corporations and joint ventures), during the term of this Lease, manufacture, process, store, distribute, use, discharge or dispose any Hazardous Waste in, under or on the Property, the Common Areas, or any property adjacent thereto other than medical waste generated pursuant to the permitted uses set forth in Section 1.10 hereof and Tenant shall comply strictly and with all in all respects with the requirements its practice of oncology use radioactive isotopes for the Environmental Laws in connection therewith. Tenant may, however, treatment of Tenant's patients. Tenant agrees to comply with all governmental rules and regulations applicable to the use and storage of radioactive isotopes, and to obtain all necessary governmental approval, permits or licenses for Tenant's use of radioactive isotopes prior to begin said use or storage of the radioactive isotopes. Tenant shall notify Landlord in writing, at least thirty (30) days prior to any use or storage, or other activity that involves radioactive isotopes and Tenant shall provide copies of all governmental approval, permits or licenses for the use, storage or distribution of radioactive isotopes to Landlord prior to Tenant's use or storage of said radioactive isotopes. Tenant agrees to indemnify and hold Landlord harmless, pursuant to Section 15.03, from any and all claims associated with Tenant's use, storage, distribution or other activity involving radioactive isotopes. Further, in the event Tenant begins use and storage of radioactive isotopes pursuant hereto, Tenant agrees to maintain its public comprehensive liability insurance as required by in Paragraph 4.04(A) at Two Million Dollars ($2,000,000.00). Tenant shall be responsible for the costs and expenses of any Environmental Impact Statement required as a condition for any use or storage of the radioactive isotopes.
(a) Tenant shall notify Landlord promptly in the event of any spill or release of any Hazardous Substance upon Waste into, on or onto the Premises, and shall promptly forward to Landlord copies Property regardless of all orders, notices, permits, applications or other communications and reports in connection with any such the source of spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge whenever Tenant knows or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Lawsuspects that such a release occurred.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related Tenant will not be involved in operations at or near the Property which could lead to Tenant’s business and used, stored, treated the imposition on the Tenant or manufactured at the Premises are disclosed in Landlord of liability or the Lease or in creation of a lien on the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with Property under the Environmental Laws.
3.6 Tenant(c) Tenant shall, promptly upon the written request of Landlord from time to timetwenty-four (24) hour prior notice by Landlord, shall provide permit Landlord or Landlord’s 's agent with access to the Premises Property to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained hereinProperty.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Samples: Commercial Lease Agreement (Radiation Therapy Services Inc)
Tenant’s Covenants. 3.1 Tenant shall comply strictly further covenants and in all respects with the requirements of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, agrees as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying thatfollows:
(a) To maintain the Leased Space including the doors and windows thereof in good repair, condition and order in accordance with good maintenance practices, and to yield peaceable possession to Lessor of the Leased Space at termination or expiration of this Sublease Agreement free of all tenants and occupants in as good repair and condition as at occupancy by Tenant or may be put thereafter except for ordinary wear and tear, obsolescence, and damage caused by fire (unless caused by Tenant’s business has been conducted in full compliance with 's negligence or default and not insured against or required to be insured against hereunder) or the Environmental Laws;elements.
(b) All Hazardous Substances related To comply fully with any applicable statutes, ordinances, and lawful regulations, rules or orders pertaining to Tenant’s business the Leased Space, and usedto the activities conducted thereon, storedto comply with all applicable rules or conditions reasonably imposed with respect to the Leased Space by any insurance carrier, treated and to prevent the existence of any nuisance, or manufactured at the Premises are disclosed in the Lease violation of any statute, ordinance or in the Allowed Hazardous Substances Roster; andvalid rule, order or regulation with respect thereto and to save Lessor harmless from any failure to do so.
(c) The method To keep the Leased Space insured to the extent of building replacement costs, against loss or damage by fire, windstorm, hail, explosion and frequency of off-site disposal of Hazardous Substances from the Premises, as described other risks included in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord extended coverage policies from time to time, shall provide Landlord subject, however to a "deductible" clause in the amount of $50,000 or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment other amount as Tenant shall permit Landlord reasonably request and Lessor shall approve, which approval shall not be unreasonably withheld or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results delayed; all of such an inspection may be used by Landlordpolicies shall name as insured the owner ("Owner", at Landlord’s sole electionbeing Xxxxx X. Xxxxxx, to determine Tenant’s compliance with Trustee of SPI-Trust, as of the covenants contained herein.
3.7 If a spilldate of this Sublease Agreement), release, discharge or accident involving one or more Hazardous Substances occurs at, under or on any first mortgagee of the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant Lessor's Landlord, Lessor and Tenant, as their respective interests may appear and shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within provide that they may not be canceled without at least fifteen (15) days days' prior written notice to Lessor, provided that such additional notice does not result in the imposition of the occurrence of the event, additional premiums or charges by such insurer. Tenant shall submit a written remedial action plan, including the location for off-site disposal, agrees to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord furnish Lessor with a copy of an Emergency Response Plan, which shall be kept current at all times, relating certificate by the insurer as to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord existence thereof together with a copy of such report concurrently policy. In lieu of such insurance coverage Tenant may pay Lessor as additional Rental a share of Lessor's insurance costs under its extended coverage policies covering the Premises allocable to the Leased Space as determined in accordance with filing Section 20 plus the report with amount of any special or additional premiums required by virtue of the respective government agenciesnature of the business conducted by Tenant in the Leased Space.
3.9 Tenant will (d) To the fullest extent permitted by law, to indemnify Lessor fully against and to save Lessor harmless from loss, liability, costs, expenses, attorney's fees and court costs, arising directly or indirectly from any claim or lawsuit by any person, firm, corporation, association or governmental agency or authority whomsoever, including (but not modify limited to) Tenant's officers, agents, employees or remodel the Premisesinvitees, install for damages assertedly sustained to person or construct property by reason of any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord activity conducted by Tenant for upon the installation Leased Space, or construction of such Tanks must be submitted together with copies of all permitsany breach by Tenant, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanksits officers, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directorsor invitees of the terms, provisions and conditions of this Sublease Agreement or occurring upon the Leased Space or areas controlled by the Tenant by reason of the conduct of the Tenant, its officers, shareholdersagents, affiliates, consultants and independent contractorsemployees, and their respective successors invitees, regardless of the merit or lack of merit of any such claim or lawsuit, of fault or lack of fault on the part of Lessor and assigns (collectively referred regardless of the amount of insurance carried; and further, to as “Indemnitees”)procure and keep in force, harmless from any and all liability, loss, damage and at Tenant's sole expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with public liability insurance covering the Premises, including with minimum limits of at least $5,000,000.00 for the assertion of any lien thereunder;
(c) Any spill death of or bodily injury to any one person, and $5,000,000.00 for the presence death of or bodily injury to any Hazardous Substance affecting number of persons resulting from the same event, and of $1,250,000.00 for property damage naming the Owner, any first mortgagee of the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estateLessor's Landlord, including any loss of value of the Premises Lessor and Tenant as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; andinsureds, as their respective interests may appear, provided that if greater coverage limits are normally carried under similar circumstances, Tenant agrees to increase such coverage limits appropriately.
(e) The presence in, on To use its best efforts to prevent the filing or under, imposition of any lien of any kind whatsoever upon or against the Leased Space or the releasePremises based upon or arising out of Tenant's actions, escape, seepage, leakage, discharge, except by Lessor or migration to, at or from, with Lessor's prior written consent and in the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term event of the Leasefiling or imposition of such lien, whether such condition was known to discharge same or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom surety bond sufficient to discharge same within 30 days following the date of any such filing or imposition.
(f) To permit Lessor to enter the Leased Space during normal business hours and, subject to Tenant's reasonable security and in enforcing any confidentiality requirements, where such entry will not unreasonably disturb or interfere with Tenant's use of the agreements herein contained;Leased Space and the operation of Tenant's business, to examine, inspect, provide services or make repairs, replacements, changes or alterations as set out in this Sublease Agreement, and to take such steps as Lessor may reasonably deem necessary for the safety, improvement or preservation of the Leased Space. Lessor shall give reasonable notice to Tenant prior to any such entry, except in the case of an emergency, but no such entry shall constitute an eviction or entitle Tenant to any abatement of Rental.
(bg) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if that Tenant shall fail to comply with perform any act required by the foregoing covenants and such failure shall continue for a period of 30 days after notice thereof from Lessor, Lessor may (but shall not be obligated to do so) perform such act without waiving or releasing Tenant from any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as obligations with respect thereto. Landlord shall deem necessary be entitled to recover from Tenant all sums paid or advisable costs incurred in order performing such acts on demand.
(h) Tenant hereby agrees to remedy said spill make advance payment of Hazardous Substance the Rental specified in paragraphs 4(b), 4(c) and 4(d), calculated as herein provided, on the first day of every month without demand or cure said failure invoice. The amount of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of such advance payment by Landlord until reimbursed by Tenant, or Rental shall be immediately calculated by taking one-twelfth (1/12) of the aggregate of the Rental due in accordance with paragraphs 4(b), 4(c) and payable 4(d) during the preceding calendar year. Within thirty (30) days following the end of each calendar quarter Lessor agrees to provide Tenant with a statement reconciling the advance payments received as provided herein against the actual amounts of such Rental for which Lessor was billed during such calendar quarter. In the event that such reconciliation statement shows that the advance payments made by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have hereunder exceed the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result amounts of such protest and any judgment or judgments as may resultRental for which Lessor was billed, together with attorneys’ fees and expenses.
3.14 then the amount of the advance payment of Rental due on the next succeeding monthly payment date shall be reduced by the amount of such excess. In the event that such reconciliation statement shows that the advance payments made by Tenant shallhereunder are less than the amounts of such Rental for which Lessor was billed, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, then Tenant shall keep promptly pay Lessor the amount of such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is requiredshortfall.
Appears in 1 contract
Samples: Sublease Agreement (Spire Corp)
Tenant’s Covenants. 3.1 Tenant shall comply strictly and in all respects The tenant covenants with the requirements of Landlord as follows:
a) to use the Environmental Laws and shall notify Landlord promptly Leased Premises for the above recited uses only unless some other use is consented to in writing by the Landlord.
b) not to use the outer walls or windows in the event of Leased Premises for any spill of any Hazardous Substance upon notice or name plate, provided that the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for allowed to display a sign identifying the proper control, use, handling, storage, distribution Tenant's Leased Premises in a location that is acceptable to the Landlord and disposal that gives sufficient notice to the public of any the Tenant and all Hazardous Substances related to Tenant’s business being conducted on the location of the Leased Premises. .
c) the Tenant shall promptly disclose be allowed a designated parking spot that is mutually agreed upon with the Landlord. This parking spot will be identified for use by the Tenant at the cost of the Tenant.
d) save as herein set out, not to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of make any forms, submissions, notices, reports alterations or other written documentation relating additions to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Leased Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord the Landlord, and to keep the Leased Premises and the execution fixtures and fittings therein in good repair, reasonable wear and tear only excepted and to deliver them up in this condition on termination of an amendment of or supplement to the Allowed Hazardous Substances Rosterthis lease.
3.4 e) to maintain the Leased Premises in a good state of repair. The Landlord at the expense of the Tenant shall make such repairs/alterations as are necessary to ensure compliance with Tenant's legislative obligations or occasioned by/initiated by the tenants. The Landlord (at Landlord's expense) will not hereafter cause or suffer to occurmaintain the premises in a good state of repair including all health, a spillfire and safety standards and any additional standards required by any laws under which the Landlord must abide.
f) The tenant understands and expressly assumes all dangers of activities, releasethe Facility, discharge or disposal and location. The renter shall identify and inform the Township of Huron-Kinloss of any Hazardous Substances athazardous or dangerous equipment or conditions jeopardizing the safety of the tenant or users thereof and waives all claims arising out of the activities and from the Facility and location, uponwhether caused by negligence, under or within the Premises, any portion thereofbreach of contract, or any contiguous real estate. Tenant shall not permit otherwise or for bodily injury, property damage, or loss or otherwise.
g) to allow housekeeping staff employed by the discharge Landlord to enter the Leased Premises for the purpose of cleaning the leased space.
h) to indemnify the Landlord against all liabilities, claims, damage or expenses arising out of any Hazardous Substance into the sanitary act or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date neglect of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agentsservants, employees, directorsagents, invitees or licensees in and about the Leased Premises, or arising out of any breach, violation or non-performance by them of any provisions of this lease, including liability for injuries or damage to the persons or property of the Tenant's servants, employees, agents, invitees or licensees.
i) The tenant hereby releases and indemnifies the Township of Huron-Kinloss, its Council, officers, shareholdersdirectors, affiliatesagents, consultants representatives, employees and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless volunteers from any and all liability, lossrecourse, damage and expense, including attorneys’ feesproceedings, claims, suits and judgments that Landlord or causes of action of any other Indemniteekind whatsoever, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, including but not limited to, asbestos;
(b) Any violation any claims under the Occupiers’ Liability Act, R.S.O. 1990, c. O.2., as amended and the Negligence Act, R.S.O. 1990, c. N.1, as amended, or any other statutory duty of care, any Environmental Law in connection with the Premisesnegligence, or breach of contract, and damages, for costs or expenses of whatsoever kind, nature, or description, whether direct or indirect, present or future, whether known or unknown, and any injury, including the assertion of any lien thereunder;
(c) Any spill but not limited to death, arising out of or the presence connected to my contraction of, or being exposed to, COVID-19, COVID-19-related, or other communicable diseases, through my accessing or use of a program space or any Hazardous Substance affecting the Premises, whether or not the same originates or emanates services received from the Premises or any contiguous real estate, including any loss Township of value Huron-Kinloss. This release shall be binding upon all heirs and personal representatives of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereoftenant.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Samples: Lease Agreement
Tenant’s Covenants. 3.1 Tenant shall comply strictly covenants to and in all respects with the requirements of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying thatfollows:
(a) Tenant’s business has been conducted Except for damage by fire or other unavoidable casualty and reasonable use and wear, Tenant shall keep the Demised Premises in full compliance with as good order, repair and condition as the Environmental Laws;same are at the commencement of the Lease Term, or may be put in thereafter, and at the termination of the Lease Term, peaceably yield up and surrender the Demised Premises and all additions thereto and permanent installations therein in good order, repair and condition, first removing all goods and effects, except those of Landlord, and making any repairs made necessary by such removal, and leaving the Demised Premises clean and tenantable.
(b) All Hazardous Substances related to Tenant’s business and usedTenant covenants that it shall not injure, storedoverload, treated deface or manufactured at the Premises are disclosed commit waste in the Lease Demised Premises or in any part of The Match Works, shall not permit therein any auction sale; shall not permit the Allowed Hazardous Substances Rosteroccurrence of any nuisance therein or the emission therefrom of any objectionable noise, odor or effect; andshall not use or permit the use of the Demised Premises for any purpose other than the permitted uses as herein specified; and shall not use or permit any use of the Demised Premises which is improper, offensive, contrary to law or ordinance, or which is liable to invalidate or increase the premium for any insurance on The Match Works or its contents or which is liable to render necessary any alterations or additions to the building.
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described Tenant covenants that it shall not obstruct in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location manner any portion of the Hazardous Substance building, or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the eventapproaches to said building, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above windows or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tankdoors.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting Tenant covenants that it shall conform to all reasonable rules and regulations now or hereafter promulgated by Landlord ("Landlord's Rules and Regulations") or applicable governmental authorities for the Premises within the jurisdiction care and use of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation building, its facilities and Natural Resources or the Nevada Department of Commerce; andapproaches.
(e) The presence in, on Tenant covenants that it shall keep the Demised Premises equipped with all safety appliances and permits required by law or under, ordinance or the release, escape, seepage, leakage, discharge, any order or migration to, at or from, the Premises regulation of any Hazardous Substance where any such liability relates to any condition arising on, at public authority or under the Premises, whether such condition arose prior to, during, or after the Term insurer because of the Lease, whether such condition was known or unknown to use made of the Demised Premises by Tenant, whether or not such condition is disclosed in any report to and, if requested by Landlord, and whether shall make all repairs, alterations, replacements or not such condition worsens after additions so required in the date hereofDemised Premises.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to (f) Tenant covenants that it shall save Landlord harmless and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by indemnified from any Indemnitee in making any investigation on account of any claim, demandinjury, loss, liabilityclaim or damage to any person or property while on or in said Demised Premises and to any person or property anywhere occasioned by any omission, costneglect or default of Tenant or of employees, chargeagents, suit, order, judgment contractors or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any officers of the agreements herein contained;Tenant.
(bg) Liability for clean up costsTenant covenants that, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed except for the maintenance negligence of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing its agents and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.employees,
Appears in 1 contract
Tenant’s Covenants. 3.1 Tenant shall comply strictly and in all respects with the requirements of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding areaImprovements to be in violation of, or into any municipal do anything or other governmental water system permit anything to be done which subjects Landlord, Tenant or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, any remedial obligations under or on the Premiseswhich creates a claim or cause of action under, Tenant will immediately respond to such event taking prudent emergency action in compliance with the any Applicable Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisanceCERCLA, or for the carrying on of an abnormally dangerous activityRCRA, and response costs.
3.12 the California Health and Safety Code ss.25501(j), assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Premises and the Improvements, and Tenant will promptly notify Landlord in writing of any existing, pending or threatened investigation, claim or inquiry of which Tenant has knowledge by any governmental authority in connection with any Applicable Environmental Laws. Tenant shall obtain any permits, licenses or similar authorizations to construct, occupy, operate or use any Improvements, fixtures and equipment at any time located on the Premises by reason of any Applicable Environmental Laws. Tenant will not use the Premises or the Improvements in a manner which will result in the unlawful disposal or other unlawful release of any hazardous substance or solid waste on or to the Premises or the Improvements and covenants and agrees to keep or cause the Premises and the Improvements to be kept free of any unlawful hazardous substance, unlawful solid waste or unlawful environmental contaminants (including, without limitation, friable asbestos and any substance containing asbestos deemed hazardous and unlawful by any Applicable Environmental Law) and to remove the unlawful amounts of the same (or if removal is prohibited by law, to take whatever action is required by law) promptly upon discovery at Tenant's sole expense. Tenant shall promptly notify Landlord in writing of any unlawful disposal or other unlawful release of any hazardous substance, environmental contaminants or solid wastes on or to the Premises or the Improvements. Landlord and Tenant acknowledge that Pre-existing Contamination exists at the Premises due to operations of prior owners and that Tenant has no further obligation to notify Landlord regarding such Pre-existing Contamination. Landlord acknowledges receipt of that certain Phase I Environmental Assessment and Phase II Soil and Groundwater Evaluation dated March 31, 1995 prepared by Lownxx Xxxociates ("Report"); provided that delivery of such Report shall in no way limit or modify Tenant's indemnity obligations pursuant to Section 8.1(b)(iii) hereof. Tenant acknowledges that Landlord will not acquire the Premises if any environmental contamination of the Premises in violation of applicable law, which contamination is not disclosed in the Report, occurs or is discovered before the Lease Commencement Date. In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail fails to comply with or perform any of the requirements of any Environmental Lawforegoing covenants and obligations, after thirty (30) days' prior written Notice to Tenant, Landlord may, without notice to Tenantbut shall be under no obligation to, at its election, but without cause the obligation so to do, give such notices and/or cause such work Premises and the Improvements to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, freed from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.unlawful hazardous substance,
Appears in 1 contract
Samples: Ground Lease (Cisco Systems Inc)
Tenant’s Covenants. 3.1 Except for the use and storage in nominal quantities and in compliance with Environmental Laws of standard lubricants and cleaning agents having an ancillary use in Tenant's business, Tenant shall comply strictly not use, handle, process, store, treat, discharge or dispose of any "hazardous waste" or "hazardous substance" (as defined by any Environmental Law) at the Leased Premises, nor permit any of Tenant's agents, servants, employees, licensees, invitees, contractors and in permitted assignees or permitted subtenants to do so. At no expense to Landlord, Tenant shall supply all respects with the requirements information required by any governmental authority or reasonably requested by any prospective Mortgagee or purchaser of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward Property with respect to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection Tenant's compliance with any such spill or any other matters relating to Environmental Laws, as they may affect Tenant's operations at the Leased Premises. Tenant shall be fully responsible, at its own expense, for the proper control, Tenant's use, handling, storage, distribution and disposal storage or discharge of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports hazardous substances or other written documentation relating to the presence of any Hazardous Substance in hazardous wastes at or about the Leased Premises, whether or not such Hazardous Substance is an Allowed Substanceif any, Tenant's compliance with its environmental obligations under this Lease and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Lawsrelated matters. If any identification number, license, permit Tenant becomes aware or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy receives notice of any and all inspection reports received by Tenant resulting fromcondition or event involving the use, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, releaseleakage, discharge or disposal cleanup of any Hazardous Substances at, upon, under hazardous substance or within hazardous waste on or about the Premises, any portion thereofProperty, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into complaint, order, citation or notice charging the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 , then Tenant shall provide Landlord annually on each anniversary date of the Lease a give immediate written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, condition or complaint to Landlord, detailing all relevant facts and circumstances. Any remedial action plan Tenant agrees that Landlord and any Mortgagee may enter the Leased Premises at such time or times as they deem appropriate in order to conduct a visual inspection in order to determine compliance with Environmental Laws; provided, however, that, unless an emergency exists, such access shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s during normal business hours on reasonable requestnotice to Tenant, Tenant and shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected not unduly interfere with Tenant’s business's permitted use of the Leased Premises. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking this inspection or other placement or release in, under or on the Premises of information discloses reasonable cause to suspect that a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection Laws may be occurring or may have occurred for which Tenant is responsible under this Lease, Landlord or the Mortgagee may cause an appropriate environmental engineering inspection to be made at Tenant's reasonable cost and expense, and Tenant shall cooperate with the Premisesinspection by making the Leased Premises available for that purpose. If the inspection discloses that no such violation exists, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed then Landlord shall pay for the maintenance of a public or private nuisanceinspection or, or if Tenant has already paid, shall reimburse Tenant for the carrying on of an abnormally dangerous activity, and response costscost.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Tenant’s Covenants. 3.1 Tenant shall comply strictly with all applicable federal, ------------------ state and in all respects municipal laws, ordinances and regulations, and Building and Property rules. Nothing herein shall obligate Tenant to comply with the requirements any laws requiring removal, abatement or remediation of the Environmental Laws and shall notify Landlord promptly hazardous or toxic materials and/or asbestos located in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating Premises prior to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estateCommencement Date. Tenant shall not permit the discharge directly or indirectly make any use of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord prohibited by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies any of the plans and specifications foregoing or which may be dangerous to persons or property or which may increase the cost of each such Tank.
3.10 insurance or require additional insurance coverage. Tenant for itself and agrees, at its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and sole expense, including attorneys’ fees, claims, suits to comply with and judgments that Landlord or any other Indemnitee, whether as owner conform to all of the Project rules, regulations and requirements of any fire insurance rating organization or otherwisesimilar organization and with all governmental authorities having jurisdiction thereof, may suffer as a result ofpresent or future, or with respect relating in any way to the following:
(a) The depositcondition, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value use and occupancy of the Premises as a result of a spill of or throughout the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theoryLease Term, including, without limitation, damages assessed for any applicable Illinois Inspection and Rating Bureau, Fire Insurance Rating Organization and by the maintenance fire department having jurisdiction over the Property; provided, however, that nothing herein shall require Tenant to make structural repairs or alterations unless the same are required due to Tenant's alterations (or alterations made on behalf of a public Tenant and any alterations made at or private nuisance, or for prior to the carrying on of an abnormally dangerous activity, and response costs.
3.12 In Commencement Date other than the event of any spill of or the presence of any Hazardous Substance affecting the PremisesTenant Improvements, whether done by Landlord's contractor or not the same originates by Tenant's contractor) or emanates from Tenant has, by its specific manner of use of the Premises or method of operation therein, violated any contiguous real estatesuch laws, and/or if ordinances, orders, rules, regulations or requirements with respect thereto or has otherwise given rise to requirements under any such laws, ordinances, orders, rules, regulations or requirements. If during the last six (6) months of the Lease Term Tenant shall fail would have to spend in excess of Twenty-Five Thousand and No/100 ($25,000.00) Dollars in capital improvements to comply with any its obligations hereunder, Tenant shall be responsible for a portion of the requirements cost of such capital improvements ("Capital Improvement Cost") equal to the Capital Improvement Cost multiplied times a fraction, the numerator of which is the number of months remaining in the Lease Term and the denominator of which is the useful life (in months) of the applicable capital improvement(s) under the Internal Revenue Code; provided that nothing herein shall be deemed to limit Tenant's obligation to make and pay the entire cost of any Environmental Law, Landlord may, without notice to such capital improvement(s) which result from Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at 's manner of use of the Premises and/or take or method of operation therein or any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable alterations made by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval made on behalf of Tenant unless other than the Tenant within said ten (10)-day period Improvements. Tenant shall protest comply with and participate in writing any emergency and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay fire evacuation and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined safety programs adopted by Landlord. Thereafter, Tenant shall keep not permit inflammables such bond as gasoline, kerosene, naphtha, benzene, or explosives or other intrinsically dangerous articles, goods or merchandise to be brought into the Building. Tenant shall not use or allow another person or entity to use any part of the Premises for storage, use, treatment, manufacture or sale of any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of Illinois or the United States Government, except that nothing herein shall prohibit Tenant from storing and using ordinary and customary office supplies, provided such storage and use is in effect during accordance with all applicable laws, rules and regulations. Tenant shall comply with the Term directions of this Lease. Should any public officer authorized by law with respect to the nature of Tenant’s business change increasing Premises or the quantity Building or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is requireduse or occupancy thereof.
Appears in 1 contract
Samples: Office Space Lease (Noosh Inc)
Tenant’s Covenants. 3.1 Tenant shall comply strictly agrees, on behalf of itself, its employees and in agents, that it shall:
A. Comply at all respects times with the any and all Federal, state, and local statutes, regulations, ordinances and other requirements of any applicable public authorities relating to its use and occupancy of the Environmental Laws Demised Premises and as provided in Paragraph 52 hereof.
B. Provide Landlord access to the Demised Premises at all reasonable times during normal business hours, without charge or diminution of rent, to enable Landlord: (1) to examine the same and to make such repairs, additions and alterations as Landlord may be permitted to make hereunder to the Demised Premises or any other portion of the Property or any part thereof; and (2) upon reasonable notice, to show the Demised Premises to any prospective mortgagees and purchasers, and, during the twelve (12) months prior to expiration of the term of this Lease or any renewal term, to prospective tenants. Landlord shall notify Landlord promptly give Tenant reasonable prior notice of its need for access to the Demised Premises, except in the event cases of any spill of any Hazardous Substance upon the Premisesemergency, and shall promptly forward be accompanied at all times by Tenaxx'x xepresentatives. Landlord shall use its best efforts to minimize any disruption of Tenant's operations. Notwithstanding anything to the contrary contained herein, Landlord shall not enter any of the Demised Premises in such a fashion that Landlord's entry would jeopardize Tenant's governmental security clearance status required to conduct its operations.
C. Tenant shall commit no waste in or upon the Demised Premises.
D. Upon the termination of this Lease for any reason whatsoever, remove Tenaxx'x xoods, trade fixtures and effects and those of any other person claiming under Tenant, and quit and deliver up the Demised Premises to Landlord copies peaceably and quietly in as good order and condition as at the inception of all ordersthe term of this Lease or as the same hereafter may be improved by Landlord or Tenant, noticesreasonable use and wear thereof, permitsdamage from fire and other insured casualty and repairs which are Landlord's obligation excepted. Goods and effects not removed by Tenant at the termination of this Lease, applications however terminated, upon five (5) days written notice from Landlord shall be considered abandoned and Landlord may dispose of and/or store the same as it deems expedient, the reasonable cost thereof to be charged to Tenant.
E. Not place signs on the Demised Premises except in accordance with sign criteria approved by Landlord and the City of Palm Beach Gardens, and in accordance with the provisions of Paragraph 42 of this Lease.
F. Not overload, damage or other communications deface the Demised Premises or do any act which might make void or voidable any insurance on the Demised Premises of the Building and/or the Property or which may render an increased or extra premium payable for insurance (and reports in connection with without prejudice to any right or remedy of Landlord regarding this Subparagraph, Landlord shall have the right to collect from Tenant, upon demand, any such spill increased or extra premium).
G. Not make any other matters relating alteration of or addition to Environmental Lawsthe Demised Premises without the prior written approval of Landlord, as they may affect the Premiseswhich shall not be unreasonably withheld or delayed. Tenant No consent shall be fully responsiblerequired from Landlord for alterations, at its own expensethe aggregate cost of which do not exceed $10,000, for provided that such alterations are not structural or do not result in material modifications to the proper controlBuildings main systems (i.e. HVAC, use, handling, storage, distribution electrical or plumbing) as certified by Landlord's architect. All alterations and disposal of any additions to the Demised Premises shall be performed in accordance with plans and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose specifications therefore submitted to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance Landlord's consent is an Allowed Substancerequired and approved by Landlord if Landlord's consent is required, in a good and whether such communications are delivered to Tenant or are requested workmanlike manner and in conformity with all building codes, laws, regulations, rules, ordinances and other requirements of Tenant by any federal, municipal, state, county or other government all governmental or quasi-governmental authority and/or any department or agency thereofauthorities having jurisdiction.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement H. Notwithstanding anything to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contrary contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term termination of the Lease, whether such Tenant shall not be required to restore the Demised Premises to their condition was known or unknown existing immediately prior to Tenantthe making of the Leasehold Improvements, whether or not such nor shall Tenant be required to restore the Demised Premises to their condition is disclosed in any report prior to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, future alterations and additions to the Demised Premises in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any accordance with the terms of the agreements herein contained;
(b) Liability for clean up costsLease, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if unless Landlord advises Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.in
Appears in 1 contract
Samples: Lease Agreement (Wackenhut Corp)
Tenant’s Covenants. 3.1 The Tenant shall comply strictly and in all respects with the requirements of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying thatmust:
(a) other than in connection with activities associated with the Tenant’s business has been conducted in full compliance Business and which are consistent with the Environmental Lawspurpose for which the Car Parking Spaces were designed or intended to be used not clean, grease, oil, repair or wash any motor vehicle in the Car Parking Spaces;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated not deposit any rubbish in or manufactured at about the Premises are disclosed Car Parking Spaces other than in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunderdesignated rubbish bins;
(c) Any spill of not do or permit any act, matter or thing on the presence of any Hazardous Substance affecting Car Parking Spaces which is likely to be a nuisance, annoyance or obstruction to the PremisesLandlord or other users, whether occupants or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value tenants of the Premises as a result of a spill of or the presence of any Hazardous SubstanceLand;
(d) Any other not do or permit any act, matter affecting or thing on the Premises within Car Parking Spaces which might in any way endanger any person or property whether the jurisdiction property of the United States Environmental Protection Agency Landlord or not;
(e) indemnify the Landlord on demand against all Claims for death of or injury to persons or loss of or damage to property caused by the use of the Car Parking Spaces by the Tenant or the Nevada State Environmental Commission Tenant’s Employees or by a motor vehicle belonging to the Tenant or the Nevada Department Tenant’s Employees in the Car Parking Spaces except to the extent the circumstances giving rise to the Claim are caused or contributed to by the negligence of Conservation the Landlord or its servants or agents; *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and Natural Resources or filed separately with the Nevada Department Commission.
(f) at all times observe the reasonable requirements from time to time imposed by the Landlord (and notified to the Tenant) in connection with the use of Commercethe Car Parking Spaces and must comply with all Laws and Requirements relating to the Car Parking Spaces, the property of the Tenant on it and the Tenant’s use of it on the same terms as the Tenant must comply with Laws and Requirements under clause 7.3; and
(eg) The presence in, on or under, or keep the release, escape, seepage, leakage, discharge, or migration to, at or from, Car Parking Spaces in the same condition as it is required to keep the Premises of any Hazardous Substance where any such liability relates under clause 9.1, but nothing in this clause 19.3(g) requires the Tenant to any condition arising on, at or under maintain the Premises, whether such condition arose prior to, during, or after the Term structure of the Lease, whether such condition was known Car Parking Spaces unless any structural works are required by any Law or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after Requirement which applies because of the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to use and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any occupation of the agreements herein contained;
(b) Liability for clean up costs, fines, damages Car Parking Spaces or penalties incurred pursuant are required due to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail Tenant’s failure to comply with its obligations under this Lease (including this clause 19) or any default, wilful act or omission or negligence of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without Tenant or the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is requiredEmployees.
Appears in 1 contract
Tenant’s Covenants. 3.1 Tenant shall comply strictly further covenants and in all respects with the requirements of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, agrees as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:follows: ------------------
(a) To maintain the Premises including the doors and windows thereof in good repair, condition and order in accordance with good maintenance practices; and to yield peaceable possession to Landlord of the Premises at termination or expiration of this Lease Agreement free of all tenants and occupants in as good repair and condition as at occupancy by Tenant or may be put thereafter except for ordinary wear and tear, obsolescence, and damage caused by fire (unless caused by Tenant’s business has been conducted in full compliance with 's negligence or default and not insured against or required to be insured against hereunder) or the Environmental Laws;elements.
(b) All Hazardous Substances related To comply fully with any applicable statutes, ordinances, and lawful regulations, rules or orders pertaining to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in and to the Lease activities conducted thereon, to comply with all applicable rules or in conditions reasonably imposed with respect to the Allowed Hazardous Substances Roster; andPremises by any insurance carrier, and to prevent the existence of any nuisance, or the violation of any statute, ordinance or valid rule, order or regulation with respect thereto and to save Landlord harmless from any failure to do so.
(c) The method To keep the Building and frequency the Addition insured to the extent of off-site disposal of Hazardous Substances from building replacement costs, against loss or damage by fire, windstorm, hail, explosion and the Premises, as described other risks included in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord extended coverage policies from time to time, shall provide Landlord subject, however to a "deductible" clause in the amount of $50,000 or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment other amount as Tenant shall permit reasonably request and Landlord shall approve, which approval shall not be unreasonably withheld or delayed; all of such policies shall name as insured Landlord’s agents to inspect, sample and test any first mortgagee of the Premises and to inspect Tenant, as their respective interests may appear and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances shall provide that they may not be cancelled without at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within least fifteen (15) days days' prior written notice to Landlord (provided, that such additional notice does not result in the imposition of the occurrence of the event, additional premiums or charges by such insurer). Tenant shall submit a written remedial action plan, including the location for off-site disposal, agrees to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide furnish Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating certificate by the insurer as to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKAexistence thereof, Tenant shall provide Landlord together with a copy of such report concurrently policy. Tenant may procure such insurance under a so-called blanket policy insuring other locations of the Tenant, provided however, that such policy shall provide on its face that such portion of the face amount as is required by this Lease Agreement is payable with filing respect to covered loss relating to the report with the respective government agenciesPremises and is not affected by losses on other premises.
3.9 (d) To the fullest extent permitted by law, to indemnify Landlord fully against and to save Landlord harmless from loss, liability, costs, expense, attorney's fees and court costs, arising directly or indirectly from any claim or lawsuit by any person, firm, corporation, association or governmental agency or authority whomsoever, including (but not limited to) Tenant's officers, agents, employees or invitees, for damages assertedly sustained to person or property by reason of any activity conducted by Tenant will not modify or remodel upon the Premises, install or construct of any tanksbreach by Tenant, vesselsits officers, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directorsor invitees of the terms, provisions and conditions of this Lease Agreement, or occurring upon the Premises or areas controlled by the Tenant by reason of the conduct of the Tenant, its officers, shareholdersagents, affiliatesemployees and invitees, consultants regardless of the merit or lack of merit of any such claim or lawsuit, of the fault or lack of fault on the part of Landlord and independent contractorsregardless of the amount of insurance carried; and further, to procure and their respective successors and assigns (collectively referred to as “Indemnitees”)keep in force, harmless from any and all liability, loss, damage and at Tenant's sole expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with public liability insurance covering the Premises, including with minimum limits of at least $5,000,000.00 for the assertion of any lien thereunder;
(c) Any spill death of or bodily injury to any one person, and $5,000,000.00 for the presence death of or bodily injury to any Hazardous Substance affecting the Premises, whether or not number of persons resulting from the same originates or emanates from the Premises or event, and of $1,250,000.00 for property damage naming Landlord, any contiguous real estate, including any loss of value first mortgagee of the Premises and Tenant as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; andinsureds, as their respective interests may appear, provided that if greater coverage limits are normally carried under similar circumstances, Tenant agrees to increase such coverage limits appropriately.
(e) The presence in, on To use its best efforts to prevent the filing or under, imposition of any lien of any kind whatsoever upon or the release, escape, seepage, leakage, discharge, or migration to, at or from, against the Premises based upon or arising out of Tenant's actions, except by Landlord or with Landlord's prior written consent and in the event of the filing or imposition of any Hazardous Substance where any such liability relates lien, to any condition arising on, at discharge same or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom surety bond sufficient to discharge same within 30 days following the date of any such filing or imposition.
(f) To permit Landlord to enter the Premises during normal business hours and, subject to Tenants's reasonable security and in enforcing any confidentiality requirements, where such entry will not unreasonably disturb or interfere with Tenant's use of the agreements herein contained;Premises and the operation of Tenant's business, to examine, inspect, provide services or make repairs, replacements, changes or alterations as set out in this Lease Agreement, and to take such steps as Landlord may reasonably deem necessary for the safety, improvement or preservation of the Premises. Landlord shall give reasonable notice to Tenant prior to any such entry, except in the case of an emergency, but no such entry shall constitute an eviction or entitle Tenant to any abatement of Rental.
(bg) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if that Tenant shall fail to comply with perform any act required by the foregoing covenants and such failure shall continue for a period of 30 days after notice thereof from Landlord, Landlord may (but shall not be obligated to do so) perform such act without waiving or releasing Tenant from any of its obligations with respect thereto. Except for the requirements performance of any Environmental Lawan act required of Tenant's subleasee, Spire Corporation, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by entitled to recover from Tenant to Landlordall sums paid or costs incurred in performing such acts on demand.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Tenant’s Covenants. 3.1 Tenant shall comply strictly and will not cause or permit the Premises to be in all respects with violation of, or do anything or permit anything to be done which subjects Landlord, Tenant or the requirements of the Environmental Laws and shall notify Landlord promptly in the event of Premises to any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation remedial obligations relating to the presence Premises under or which creates a valid claim or cause of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Leaseaction against Landlord, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect which relates to the Premises. In connection with such assessment Tenant shall permit Landlord ) or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the useunder, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the any Applicable Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisanceCERCLA, or for the carrying on of an abnormally dangerous activityRCRA, and response costs.
3.12 In the event California Health and Safety Code 25501(j), assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Premises and Tenant will promptly notify Landlord in writing of any spill existing, pending or threatened investigation, claim or inquiry of which Tenant has knowledge by any governmental authority in connection with any Applicable Environmental Laws. Tenant shall obtain any permits, licenses or similar authorizations to construct, occupy, operate or use any improvements, fixtures and equipment at any time located on the presence Premises by reason of any Hazardous Substance affecting the Premises, whether or Applicable Environmental Laws. Tenant will not the same originates or emanates from use the Premises in a manner which will result in the disposal or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements other release of any hazardous substance or solid waste on or to the Premises in violation of Applicable Environmental Law and covenants and agrees to keep or cause the Premises to be kept free of any hazardous substance, solid waste or environmental contaminants (including, without limitation, arsenic in soil and friable asbestos and any substance containing asbestos deemed hazardous by any Applicable Environmental Law) to the extent required by Applicable Environmental Law, and to remove the amounts of the same (or if removal is prohibited by law, to take whatever action is required by law) promptly upon discovery at Tenant's sole expense to the extent required by Applicable Environmental Law. Tenant shall promptly notify Landlord mayin writing of any disposal or other release of any hazardous substance, without notice environmental contaminants or solid wastes on or to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill violation of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.Applicable
Appears in 1 contract
Tenant’s Covenants. 3.1 Tenant covenants and agrees as follows:
(a) Tenant shall comply strictly procure any and in all respects with the requirements licenses and permits required for Tenant's use of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and upon the expiration or termination of this Lease, Tenant shall promptly forward remove its goods and effects and those of all persons claiming under it and shall yield up the same peaceably to Landlord copies in good order, repair and condition in all respects, except for damage by fire and casualty, which is either insured against or required to be insured against hereunder, structural defects (not caused by Tenant's use of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. ), required repairs by landlord, and reasonable wear and tear.
(b) Tenant shall be fully responsible, permit Landlord and its agents on reasonable notice and at its own expense, for reasonable times to examine the proper control, use, handling, storage, distribution Premises and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on show the PremisesPremises to prospective purchasers and/or mortgagees. Tenant shall promptly disclose Landlord may show the Premises to Landlord by delivering, in prospective tenants during the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution last three months of the Lease copies of each and every license, identification number, permit or approval lease term provided that Tenant is required to possess for Landlord shall not thereby unreasonably interfere with the conduct of its business under Tenant's business. During the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during last three (3) months of the Term of this Lease, Tenant will promptly deliver Landlord shall have the right to display on the Premises a copy of the same to Landlord. "for rent" and/or "for sale" sign, which notice shall not be removed, obliterated, or hidden by Tenant.
(c) Tenant shall provide Landlord with a copy of any use and all inspection reports received by Tenant resulting from, or related to, an inspection of occupy the Premises conducted by any federalin a careful, state or safe and proper manner and shall keep the Premises in a clean, safe and health condition in accordance with local authority.
3.3 Tenant shall not change the quantity nor the type ordinances and lawful directions of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estateproper public officers. Tenant shall not permit the discharge of Premises to be used for any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding areaunlawful purpose, commit any waste thereof, or into commit any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of nuisance. Notwithstanding the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premisesforegoing, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate contest the legality of any claim, demand, loss, liability, cost, charge, suitlaw, order, judgment rule, regulations or adjudication under requirement applicable to Tenant's use of the belief Premises, and Tenant shall indemnify and hold Landlord harmless from any liabilities, suits or penalties that it is liable therefor, whether liable or not, without may result from any such contest. Upon the consent or approval final determination of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with any such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereaftercontest, Tenant shall keep comply with any such bond in effect during law, order, ordinance, rule, regulation or requirements to the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity extent held to be valid or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is requiredlegal.
Appears in 1 contract
Tenant’s Covenants. 3.1 The Tenant shall comply strictly covenants and in all respects with the requirements of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, agrees as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying thatfollows:
(a) Tenant shall perform promptly all of the obligations of the Tenant set forth in this Lease and shall pay when due all rent (including all Fixed Rent and additional rent) and all other charges which by the terms of this Lease are to be paid by the Tenant’s business has been conducted in full compliance with the Environmental Laws;.
(b) All Hazardous Substances related to Tenant shall obtain all necessary governmental licenses and permits required for the proper and lawful conduct of Tenant’s 's business and usedTenant's use of the Premises. Tenant, storedat Tenant's expense, treated shall comply with all health, safety and police requirements affecting or manufactured at applicable to the Premises or the cleanliness, safety, occupancy and use thereof, whether or not same are disclosed substantial, foreseen or unforeseen, ordinary or extraordinary. Tenant shall at all times conduct its business in the Lease or in the Allowed Hazardous Substances Roster; anda reputable manner.
(c) The method Tenant shall (subject to the provisions of Section 11.e.) pay all costs on demand for all damages to the Premises and frequency Landlord's Property suffered or incurred by Landlord and caused by the wrongful act or negligence or default of offTenant, its agents, employees, invitees or assigns.
(d) Tenant shall (subject to the cleaning services to be provided by Landlord pursuant to Section 7.h hereof) keep the interior of the Premises in a clean, neat and orderly condition. Tenant shall keep all refuse, rubbish and debris in covered containers located only in areas approved by Landlord. If additional rubbish pick-site disposal of Hazardous Substances from up is required, or if the Premisesdumpster needs to be emptied due to Tenant's usage, then such additional cost shall be paid by Tenant, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenantadditional rent hereunder, promptly upon the written request of Landlord demand from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment .
(e) Tenant shall permit Landlord or Landlord’s and its agents to inspectexamine the Premises at reasonable times after reasonable notice, sample and test to show the premises to prospective tenants commencing 6 months prior to the expiration of this Lease. The Landlord may enter the Premises to make any replacements and repairs desired by Landlord, provided same does not unreasonably interfere with Tenant's use and occupancy of the Premises.
(f) Tenant shall use the Premises only for office (the "Permitted Use") and for no other purpose.
(g) Tenant shall not injure, overload, deface or otherwise harm the Premises, commit any nuisance or permit the emission of any objectionable odor, or make any use of the Premises which will increase the cost of the Landlord's insurance (unless Tenant pays for such increased cost). Tenant shall not sell or display merchandise in or store or dispose of trash or refuse in or otherwise obstruct the driveways, walks, halls, parking area, or other common areas. The sidewalks, entrances and stairways shall not be obstructed or encumbered by the Tenant or used for any purpose other than egress to and from the Premises.
(h) Tenant shall not suffer or permit strip or waste of the Premises.
(i) Tenant shall not permit any use of the premises that unreasonably interferes with or affects any other tenants in the Building or creates a public or private nuisance or fire hazard.
(j) Tenant shall not conduct any auction, fire, bankruptcy or going-out- of-business sale, nor use or permit any sound apparatus for reproduction or transmission of music or sound which shall be audible beyond the physical interior of the Premises.
(k) Tenant shall comply with Landlord's Rules and Regulations as are currently in effect and such reasonable rules and regulations as shall from time to time hereafter be established by the Landlord for the safety, care, cleanliness or orderly conduct of the Premises and to inspect landlord's Property, and copy for the benefit, comfort and convenience of all of the occupants of the Building, provided such rules and regulations hereafter established shall not unreasonably interfere with Tenant’s records relating to the use, generation, storage, processing, release 's use and disposal occupancy of Hazardous Substances at the Premises. The Rules and Regulations as currently in effect are as set forth in Exhibit F attached hereto. ---------
(l) If during the Term and any extension thereof, the fire insurance rate of the Building or the Premises is increased due to the nature of the Tenant's occupancy, Tenant acknowledges shall pay to the Landlord any additional insurance premiums resulting from such rate increase. Any such additional premiums payable by the Tenant shall be additional rent and shall be paid to the Landlord within 10 days after written demand accompanied by the insurance premium notice or other satisfactory evidence of the amount due.
(m) Tenant shall not at any time use or occupy the Premises in violation of the certificate of occupancy or building permit issued for the Building or any applicable zoning ordinance. The statement in the Lease of the nature of the business to be conducted by the Tenant in the Premises does not constitute a representation or guaranty by the Landlord that the results of such an inspection any particular business or use may be used conducted on the Premises or is lawful under the certificate of occupancy or building permit or is otherwise permitted by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained hereinlaw.
3.7 If (n) Tenant shall not abandon the Premises (temporary closures for Alterations or in connection with a spill, release, discharge sublease or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Lawsassignment shall not be deemed abandonment). Tenant shall notify operate and conduct its business within the Premises in a first class and reputable manner and in such a manner both as regards noise and other nuisances, as will not unreasonably interfere with or disturb any other tenant's use and occupancy of its premises in the Building, or the Landlord of any such event as soon as reasonably practicable after in the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location management of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental LawsBuilding.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with (o) Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protectTenant's employees, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”)licensees, harmless from any and all liabilityinvitees, lossguests or customers, damage and expenseshall not generate, including attorneys’ feesstore or spill upon, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill dispose of or the presence of any Hazardous Substance affecting the Premises, whether transfer to or not the same originates or emanates from the Premises or Landlord's Property any contiguous real estatehazardous waste materials (as defined below), except only for such materials as are commonly found in office products and supplies, and Tenant shall strictly comply with all applicable laws relating to hazardous waste materials. Tenant shall save Landlord (together with its partners, beneficial owners, trustees, employees, agents, contractors, attorneys and mortgagees) harmless and indemnified from and against any and all damages (including without limitation clean-up and remediation costs) which may be asserted on account of the presence or release of hazardous waste materials on, in or from the Premises during the Term and any loss period when Tenant (or those claiming by or through Tenant) occupies the Premises, on account of value the activities of Tenant (or those claiming by or through Tenant) in violation of any applicable laws relating to hazardous waster materials, or on account of the breach of any of the covenants contained in the previous sentence. Tenant agrees that if it or anyone claiming under it violates this provision, Tenant shall forthwith remove the hazardous waste materials in the manner provided by applicable law, regardless of when such hazardous waste materials shall be discovered, and Tenant shall forthwith repair and restore any portion of the Premises as a result or Landlord's Property which it shall disturb in so removing said hazardous waste materials to the condition which existed prior to Tenant's disturbance thereof. The provisions of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates this subparagraph shall be in addition to any condition arising on, at other obligations or liabilities of Tenant under this Lease or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlordapplicable law, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend addition to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state remedies of Landlord under this Lease or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activityapplicable law, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval obligations of Tenant unless Tenant within said ten (10)-day period under this subparagraph shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during survive the Term termination of this Lease. Should For purposes of this subparagraph, "hazardous waste materials" shall mean any substance which is or becomes defined as hazardous waste, hazardous material or oil under any Federal, State or local laws, or which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic or otherwise hazardous to health and which is or becomes regulated under any applicable law.
(p) Tenant hereby represents to the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees Landlord that it will post a new bond has the authority to enter into this Lease, that the execution and delivery of this Lease is not in the reasonable amount contravention of its charter or by-laws or applicable state laws, and has been duly authorized by, as determined by Landlord upon notice by Landlord that a bond increase is requiredappropriate, its Board of Directors and Shareholders, its Partners, or its Beneficiaries.
Appears in 1 contract
Tenant’s Covenants. 3.1 The Tenant shall covenants and agrees that it will:
(a) not bring or allow any Hazardous Substance to be brought onto the Land or Building or the Premises except in compliance with Environmental Law;
(b) comply strictly at all times and require all those for whom the Tenant is in law responsible to comply at all respects times with Environmental Law as it affects the requirements Premises or the Land or Building;
(c) give notice to the Landlord of the Environmental Laws and shall notify Landlord promptly in presence at any time during the event of any spill Term of any Hazardous Substance upon on the Premises, Premises (or the Land or Building if such substance is in the control of the Tenant) together with such information concerning such Hazardous Substance and shall promptly forward its presence on the Premises or the Land or Building as the Landlord may require;
(d) give notice to the Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related occurrence which might give rise to Tenant’s business being conducted on a duty under Environmental Law by either the Premises. Tenant shall promptly disclose to or the Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating with respect to the presence of any Hazardous Substance on the Premises or the Land or Building including, without limitation, Notice of any discharge, release, leak, spill or escape into the environment of any Hazardous Substance at, to or from the Premises or the Land or Building;
(e) in any case where the Tenant has given notice as to the presence of a Hazardous Substance on the Premises or about the Land or Building, or is required to give such notice, or where the Landlord has reasonable grounds to believe that any Hazardous Substance is going to be or has been brought onto the Premises or the Land or Building by the Tenant or any person for whom the Tenant is in law responsible, to commission an Environmental Audit at the Tenant's expense when required by the Landlord to do so;
(f) comply with any investigative, remedial or precautionary measures required under Environmental Law or as reasonably required by the Landlord, be fully and completely liable to the Landlord for any and all investigation, clean up, remediation, restoration or monitoring costs or any costs incurred to comply with Environmental Law or any request by the Landlord that such measures be taken;
(g) protect, indemnify and save each of the Landlord and its directors, officers, employees, agents, successors and assigns completely harmless from and against any Environmental Claim, directly or indirectly incurred, sustained or suffered by or asserted against the Landlord and/or its directors, officers, employees, agents, successors and assigns caused by or attributable to, either directly or indirectly, any act or omission of the Tenant and/or any person for whom the Tenant is in law responsible;
(h) enter into any additional contract of insurance respecting the Premises which the Landlord may reasonably require to protect the Landlord and its directors, officers, employees, agents, successors and assigns from any Environmental Claim respecting the Premises;
(i) provide to the Landlord such security as the Landlord may from time to time require, acting reasonably, to ensure compliance by the Tenant of its covenants herein contained; and
(j) provide access to the Premises for the Landlord or its agent, to conduct an Environmental Audit of the Premises, whether or not such Hazardous Substance is an Allowed Substanceat the Tenant's expense, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord at least two (2) months prior to execution the expiry of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Samples: Lease of Office Space (Securac Corp)
Tenant’s Covenants. 3.1 The Tenant shall covenants and agrees that it will:
(a) not bring or cause any Hazardous Substance to be brought onto the Lands or the Building or the Premises except in compliance with Environmental Law;
(b) comply strictly at all times and require all those for whom the Tenant is in law responsible to comply at all respects times with Environmental Law as it affects the requirements Premises or the Tenant’s use of or activities on the Lands or Building;
(c) give notice to the Landlord of the Environmental Laws and shall notify Landlord promptly in presence at any time during the event of any spill Term of any Hazardous Substance upon on the Premises, Premises (or the Lands or the Building if such substance is in the control of the Tenant) together with such information concerning such Hazardous Substance and shall promptly forward its presence on the Premises or the Lands or the Building as the Landlord may require;
(d) give notice to the Landlord copies of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related occurrence which might give rise to Tenant’s business being conducted on a duty under Environmental Law by either the Premises. Tenant shall promptly disclose to or the Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating with respect to the presence of any Hazardous Substance on the Premises (or the Lands or the Building if the Hazardous Substance is in the control of the Tenant) including, without limitation, notice of any discharge, release, leak, spill or about escape into the environment of any Hazardous Substance at, to or from the Premises or the Lands or the Building;
(e) at the Landlord’s request provide the Landlord with copies of all of the Tenant’s records with respect to the presence, storage, handling and disposal of Hazardous Substances on the Premises (or the Lands or the Building if the Hazardous Substance is in the control of the Tenant) including tank measurements, policies and procedures and evidence of compliance therewith;
(f) in any case where the Tenant has given notice as to the presence of a Hazardous Substance at the Premises (or the Lands or the Building if the Hazardous Substance is in the control of the Tenant), or is required to give such notice, or where the Landlord has reasonable grounds to believe that any Hazardous Substance is going to be or has been brought to the Premises or the Lands or the Building by the Tenant or any person for whom the Tenant is in law responsible, to commission an environmental audit at the Tenant’s expense when required by the Landlord to do so;
(g) comply with any investigative, remedial or precautionary measures required under Environmental Law or as reasonably required by the Landlord, be fully and completely liable to the Landlord for any and all investigation, clean up, remediation, restoration or monitoring costs or any costs incurred to comply with Environmental Law or any request by the Landlord that such measures be taken with respect to any Hazardous Substance brought onto the Lands by the Tenant or by those for whom it is responsible at law;
(h) provide access to the Premises for the Landlord or its agents to conduct an environmental audit of the Premises, whether or not such Hazardous Substance at the Tenant’s expense (if the Tenant is an Allowed Substanceshown to be in default), and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord at least two (2) months prior to execution the expiry of the Lease copies of each and every license, identification number, permit or approval that Tenant is required to possess for the conduct of its business under the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Tenant’s Covenants. 3.1 Tenant covenants and agrees as follows:
(a) Tenant shall comply strictly procure any and in all respects with the requirements licenses and permits required for Tenant's use of the Environmental Laws and shall notify Landlord promptly in the event of any spill of any Hazardous Substance upon the Premises, and upon the expiration or termination of this Lease, Tenant shall promptly forward remove its goods and effects and those of all persons claiming under it and shall yield up the same peaceably to Landlord copies in good order, repair and condition in all respects, except for damage by fire and casualty, which is either insured against or required to be insured against hereunder, structural defects (not caused by Tenant's use of all orders, notices, permits, applications or other communications and reports in connection with any such spill or any other matters relating to Environmental Laws, as they may affect the Premises. ), required repairs by landlord, and reasonable wear and tear.
(b) Tenant shall be fully responsiblepermit Landlord and its agents on reasonable notice and at reasonable times to examine the Premises and to show the Premises to prospective purchasers, at its own expensemortgagees, for and/or tenants (but only during the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to the presence of any Hazardous Substance in or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution last twelve (12) months of the Lease copies of each and every licenseterm with respect to prospective tenants), identification number, permit or approval provided that Tenant is required to possess for Landlord shall not thereby unreasonably interfere with the conduct of its business under Tenant's business. During the Environmental Laws. If any identification number, license, permit or approval is renewed, modified, amended or reissued during last three (3) months of the Term of this Lease, Tenant will promptly deliver Landlord shall have the right to display on the Premises a copy of the same to Landlord. "for rent" and/or "for sale" sign, which notice shall not be removed, obliterated, or hidden by Tenant.
(c) Tenant shall provide Landlord with a copy of any use and all inspection reports received by Tenant resulting from, or related to, an inspection of occupy the Premises conducted by any federalin a careful, state or safe and proper manner and shall keep the Premises in a clean, safe and health condition in accordance with local authority.
3.3 Tenant shall not change the quantity nor the type ordinances and lawful directions of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estateproper public officers. Tenant shall not permit the discharge Premises to be used for any unlawful purpose, commit any waste thereof, or commit any nuisance. Notwithstanding the foregoing, Tenant shall have the right to contest the legality of any Hazardous Substance into law, order, rule, regulations or requirement applicable to Tenant's use of the sanitary Premises, and Tenant shall indemnify and hold Landlord harmless from any liabilities, suits or storm sewer penalties that may result from any such contest. Upon the final determination of any such contest, Tenant shall comply with any such law, order, ordinance, rule, regulation or water system serving requirements to the extent held to be valid or legal.
(i) Tenant covenants that except in compliance with all laws and regulations, Tenant will not use hazardous substances within the Premises as defined by any law or regulation now or hereafter enacted or promulgated by any governmental authority and that there shall be no hazardous wastes or biomedical materials or waste generated within the surrounding areaPremises as defined by any law or regulation now or hereafter enacted or promulgated by any governmental authority, or into any municipal or other without Landlord's prior consent. Tenant agrees to manage and dispose of all hazardous substances, hazardous wastes biomedical materials and wastes in accordance with all federal, state and local laws, regulations and rules. Notwithstanding the foregoing, Landlord acknowledges that Tenant will be using biomedical materials in the leased premises and approves of such use in accordance with all governmental water system or storm and/or sanitary sewer system in violation of any Environmental Lawregulations.
3.5 (ii) Tenant shall provide Landlord annually on each anniversary date agrees not to store any hazardous wastes or biomedical materials or waste within the Premises (except in compliance with all laws and regulations).
(iii) Upon the expiration of the term of the Lease a written certificationor the earlier termination hereof, also signed Tenant shall remove all hazardous wastes and/or biomedical materials or waste generated by the manager Tenant from any portion of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant Landlord shall permit Landlord or Landlord’s agents have the right to inspect, sample and test inspect the Premises and to inspect and copy Tenant’s records relating with regard to the use, generation, storage, processing, release management and disposal of Hazardous Substances hazardous substances and wastes at all reasonable times during the Premises. term of this Lease.
(e) Tenant acknowledges that the results leased premises are part of such an inspection may be used by Landlordoffice park development subject to covenants, conditions and restrictions as recorded in Official Records Book 1588, at Landlord’s sole electionPage 2207, to determine Tenant’s compliance as amended, Alachua County, Florida, together with rules and regulations governing the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. office park which Tenant shall notify Landlord of any such event as soon as reasonably practicable after comply with and be subject to. In addition, the occurrence of such event by telephone (Tenant shall promptly execute and promptly confirm oral notice in writing) giving complete information regarding the typecomply with all statutes, amount ordinances, rules, orders, regulations and location requirements of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days Federal, State and City Government and of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liabilitytheir Departments and Bureaus applicable to said premises, lossfor the correction, damage prevention, and abatement of nuisances or other grievances, in, upon, or connected with said premises during said term; and shall also promptly comply with and execute all rules, orders and regulations of the applicable fire prevention codes for the prevention of fires, at Tenant's own cost and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration to, at or from, the Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theory, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event of any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlord.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
Appears in 1 contract
Samples: Lease Agreement (Oragenics Inc)
Tenant’s Covenants. 3.1 (a) Tenant covenants and agrees that during the term of this Lease, neither Tenant nor any of the Tenant's agents, employees, contractors, invitees, assignees or subTenants (the "Tenant Related Parties") shall cause any Toxic or Hazardous Material to be brought upon, let, or used in, on, or about the Leased Premises, or transported to or from the Leased Premises, except in full compliance with all Hazardous Material Laws. At Landlord's request, Tenant shall comply strictly also document and in all respects with evidence to Landlord's satisfaction that the requirements Toxic or Hazardous Material:
(1) is necessary or useful to Tenant's use of the Environmental Leased Premises; (2) would be used, kept, stored, and disposed of in a manner that fully complies with all laws, rules, statutes, ordinances, orders, requirements, or policies of every governmental agency or authority or any fire insurance underwriters applicable to any such Toxic or Hazardous Material (collectively "Hazardous Material Laws"); and (3) would not substantially increase the risk of fire or other casualty to the Leased Premises.
(b) Tenant covenants and agrees that to the extent Tenant or the Tenant Related Parties shall cause any Toxic or Hazardous Material to be kept, used, sold, transported to or from, or be present in, on, or about the Leased Premises, Tenant shall ensure that such Toxic or Hazardous Material are maintained in full compliance with all Hazardous Material Laws and shall notify Landlord promptly in will not substantially increase the event risk of any spill of any Hazardous Substance upon the Premises, and shall promptly forward to Landlord copies of all orders, notices, permits, applications fire or other communications and reports in connection with any such spill or any other matters relating casualty to Environmental Lawsthe Leased Premises.
(c) Without limiting the foregoing, as they may affect the Premises. Tenant shall be fully responsible, at its own expense, for the proper control, use, handling, storage, distribution and disposal of any and all Hazardous Substances related to Tenant’s business being conducted on the Premises. Tenant shall promptly disclose to Landlord by delivering, in the manner prescribed for delivery of notice in the Lease, a copy of any forms, submissions, notices, reports or other written documentation relating to if the presence of any Toxic or Hazardous Substance in Material in, on, or about the Premises, whether or not such Hazardous Substance is an Allowed Substance, and whether such communications are delivered to Leased Premises caused by Tenant or are requested of Tenant by any federal, municipal, state, county or other government or quasi-governmental authority and/or any department or agency thereof.
3.2 Tenant has provided or will provide to Landlord prior to execution of the Lease copies Tenant Related Parties results in any kind of each and every license, identification number, permit discharge or approval that Tenant is required to possess for the conduct release of its business under the Environmental Laws. If any identification number, license, permit Toxic or approval is renewed, modified, amended or reissued during the Term of this Lease, Tenant will promptly deliver a copy of the same to Landlord. Tenant shall provide Landlord with a copy of any and all inspection reports received by Tenant resulting Hazardous Material from, or related to, an inspection of the Premises conducted by any federal, state or local authority.
3.3 Tenant shall not change the quantity nor the type of Allowed Substances described herein without the prior written consent of Landlord and the execution of an amendment of or supplement to the Allowed Hazardous Substances Roster.
3.4 Tenant will not hereafter cause or suffer to occur, a spill, release, discharge or disposal of any Hazardous Substances at, upon, under or within the Premises, any portion thereof, or any contiguous real estate. Tenant shall not permit the discharge of any Hazardous Substance into the sanitary or storm sewer or water system serving the Premises or the surrounding area, or into any municipal or other governmental water system or storm and/or sanitary sewer system in violation of any Environmental Law.
3.5 Tenant shall provide Landlord annually on each anniversary date of the Lease a written certification, also signed by the manager of operations of Tenant at the Premises, certifying that:
(a) Tenant’s business has been conducted in full compliance with the Environmental Laws;
(b) All Hazardous Substances related to Tenant’s business and used, stored, treated or manufactured at the Premises are disclosed in the Lease or in the Allowed Hazardous Substances Roster; and
(c) The method and frequency of off-site disposal of Hazardous Substances from the Premises, as described in the certificate, are in compliance with the Environmental Laws.
3.6 Tenant, promptly upon the written request of Landlord from time to time, shall provide Landlord or Landlord’s agent with access to the Premises to conduct an environmental site assessment or prepare an environmental audit report with respect to the Premises. In connection with such assessment Tenant shall permit Landlord or Landlord’s agents to inspect, sample and test the Premises and to inspect and copy Tenant’s records relating to the use, generation, storage, processing, release and disposal of Hazardous Substances at the Premises. Tenant acknowledges that the results of such an inspection may be used by Landlord, at Landlord’s sole election, to determine Tenant’s compliance with the covenants contained herein.
3.7 If a spill, release, discharge or accident involving one or more Hazardous Substances occurs at, under or on the Premises, Tenant will immediately respond to such event taking prudent emergency action in compliance with the Environmental Laws. Tenant shall notify Landlord of any such event as soon as reasonably practicable after the occurrence of such event by telephone (and promptly confirm oral notice in writing) giving complete information regarding the type, amount and location of the Hazardous Substance or Hazardous Substances involved in such event. Within fifteen (15) days of the occurrence of the event, Tenant shall submit a written remedial action plan, including the location for off-site disposal, to Landlord. Any remedial action plan shall be in full compliance with the Environmental Laws.
3.8 Upon Landlord’s reasonable request, Tenant shall provide Landlord with a copy of an Emergency Response Plan, which shall be kept current at all times, relating to the Hazardous Substances connected with Tenant’s business. If Tenant is required to file an Emergency Response Plan pursuant to EPCRKA, Tenant shall provide Landlord with a copy of such report concurrently with filing the report with the respective government agencies.
3.9 Tenant will not modify or remodel the Premises, install or construct any tanks, vessels, sumps, clarifiers or any other similar structures (collectively “Tanks”) above or below ground to store, mix, process, manufacture or dispose Hazardous Substances without the prior written consent of Landlord, which may be withheld or granted in Landlord’s sole discretion. Any request submitted to Landlord by Tenant for the installation or construction of such Tanks must be submitted together with copies of all permits, licenses or approvals required under the Environmental Laws in connection with the installation or construction of such Tanks, and copies of the plans and specifications of each such Tank.
3.10 Tenant for itself and its successors and assigns undertakes to protect, indemnify, save and defend Landlord, Landlord’s wholly-owned subsidiaries, Landlord’s agents, employees, directors, officers, shareholders, affiliates, consultants and independent contractors, and their respective successors and assigns (collectively referred to as “Indemnitees”), harmless from any and all liability, loss, damage and expense, including attorneys’ fees, claims, suits and judgments that Landlord or any other Indemnitee, whether as owner of the Project or otherwise, may suffer as a result of, or with respect to the following:
(a) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking or other placement or release in, under or on the Premises of a Hazardous Substance, including, but not limited to, asbestos;
(b) Any violation of any Environmental Law in connection with the Premises, including the assertion of any lien thereunder;
(c) Any spill of or the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Leased Premises or any contiguous real estateportion of Leased Premises, including any loss of value of the Premises as a result of a spill of or the presence of any Hazardous Substance;
(d) Any other matter affecting the Premises within the jurisdiction of the United States Environmental Protection Agency or the Nevada State Environmental Commission or the Nevada Department of Conservation and Natural Resources or the Nevada Department of Commerce; and
(e) The presence in, on or under, or the release, escape, seepage, leakage, discharge, or migration toTenant shall promptly take all actions, at its sole expense, as necessary or from, appropriate to restore the Leased Premises of any Hazardous Substance where any such liability relates to any condition arising on, at or under the Premises, whether such condition arose prior to, during, or after the Term of the Lease, whether such condition was known or unknown to Tenant, whether or not such condition is disclosed in any report to Landlord, and whether or not such condition worsens after the date hereof.
3.11 Tenant’s liability hereunder shall, without however limiting the indemnity provided in Section 3.10 hereof, extend to and include:
(a) All costs, expenses and attorneys’ fees incurred or sustained by any Indemnitee in making any investigation on account of any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained;
(b) Liability for clean up costs, fines, damages or penalties incurred pursuant to the provisions of any applicable Environmental Law;
(c) Liability for costs and expenses of abatementcondition existing before that discharge or release; provided, correction or clean uphowever, fines, damages, response costs or penalties which arise from the provisions of any other statute, state or federal; and
(d) Liability for personal injury or Premises damage arising under any statutory or common law tort theoryTenant shall first obtain Landlord's prior written approval, including, without limitation, damages assessed for the maintenance of a public or private nuisance, or for the carrying on of an abnormally dangerous activity, and response costs.
3.12 In the event approval of any spill of or contractors Tenant proposes to hire to perform the presence of any Hazardous Substance affecting the Premises, whether or not the same originates or emanates from the Premises or any contiguous real estate, and/or if Tenant shall fail to comply with any of the requirements of any Environmental Law, Landlord may, without notice to Tenant, at its election, but without the obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all other actions as Landlord shall deem necessary or advisable in order to remedy said spill of Hazardous Substance or cure said failure of compliance and any amounts paid as a result thereof, together with interest thereon at the rate of fifteen percent (15%) per annum, from the date of payment by Landlord until reimbursed by Tenant, shall be immediately due and payable by Tenant to Landlordremedial work.
3.13 Landlord, upon giving Tenant ten (10) days’ prior notice, shall have the right in good faith to pay, settle or compromise, or litigate any claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication under the belief that it is liable therefor, whether liable or not, without the consent or approval of Tenant unless Tenant within said ten (10)-day period shall protest in writing and simultaneously with such protest deposit with Landlord collateral satisfactory to Landlord sufficient to pay and satisfy any penalty or interest which may accrue as a result of such protest and any judgment or judgments as may result, together with attorneys’ fees and expenses.
3.14 Tenant shall, at Landlord’s election, post an environmental reclamation bond with Landlord, payable to Landlord, in an amount reasonably determined by Landlord. Thereafter, Tenant shall keep such bond in effect during the Term of this Lease. Should the nature of Tenant’s business change increasing the quantity or variety of Hazardous Substances at the Premises, Tenant agrees that it will post a new bond in the reasonable amount as determined by Landlord upon notice by Landlord that a bond increase is required.
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