ACCESS AGREEMENT
Multi-Tenant
Common Space Fee Agreement
AGREEMENT
made this …. day of June, 2006 between Microwave Satellite Technologies, Inc.
having its principal office at 000-000 Xxxxxx Xxxx, Xxxxxxxxx, XX 00000
hereinafter referred to as the “Owner/Manager”, Cablevision of Oakland, LLC
(“Cablevision”) with offices at 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 and
Cablevision Lightpath-NJ, Inc. (“Lightpath”) with offices at 000 Xxx Xxxxx Xxxx,
Xxxxxxxxxx, XX 00000 (hereinafter collectively referred to as the “Company”) to
install broadband communications and other telecommunication services and
systems) (“Services”) (including but not limited to a business telephony system)
for the purpose of providing Services to the occupants of the building located
at 000-000 Xxxxxx Xxxx, Xxxxxxxxx, XX 00000 (hereinafter referred to as the
“Premises”).
| 1. |
It
is agreed that the Company will have the right to offer Services
to
persons occupying the Premises. The Company shall have the right
to place,
maintain, affix, and attach cables, wires, molding, cabinets, racks,
switches, routers and other electronic equipment and appurtenant
devices
necessary to the provision of the Services (hereinafter “Equipment”)
through, in or on the Premises in accordance with all applicable
federal,
state and local laws, rules and regulations. The related companies
of
Cablevision and Lightpath, from time to time, shall have the benefit
of
this Agreement. Owner/Manager
represents and warrants that it owns the Premises and has all rights
and
interests in and to the Premises, as may be necessary to grant the
Company
the rights of the Company contained herein and to perform the obligations
of Owner/Manager contained herein.
|
| 2. |
Owner/Manager
will provide the Company with reasonable access for the purpose of
installation, maintenance, or removal of the Equipment located in,
on or
at the Premises. Such access right shall include, without limitation,
the
right to connect, disconnect, and change Service; to install and
remove
Equipment; and a s necessary, to repair, upgrade, relocate or replace
Equipment. All such repair, maintenance, upgrade, relocation, or
replacement shall be the responsibility of the Company. Owner/Manager
shall also provide Company with emergency access on an “as needed basis”
on the same basis that it provides such access to power, gas, and
incumbent telecommunication service providers. Owner/Manager shall
not
cancel access to a building location unless the Company, its employees,
agents or servants are in default in performing its duties hereunder
and
have failed to cure such default after reasonable notice from
Owner/Manager. In all events, no such right to cancel shall exist
unless
sixty (60) days prior written notice is given by Owner/Manager to
the
Company.
|
| 3. |
The
Owner/Manager agrees that the Company shall have the right to install
all
Equipment necessary to make the Services available at the Premises.
Company may install Equipment necessary to provide the Services in
particular units at the request of individual occupants thereof.
If
additional costs are incurred, such costs shall be borne by the Company,
the occupant, or a combination thereof, as required. Owner/Manager
shall
take reasonable precautions to notify its contractors, agents, and
employees of the location of the Equipment. Company shall be solely
responsible for any, malfunctions or damage to the Equipment caused
by
Company, its agents and employees and will promptly repair or cause
the
same to be repaired. Any damages to the Premises proximately caused
by
Company will be repaired by Owner at Company’s expense. Any damage
to the System proximately caused by Owner, its agents or employees,
will
be promptly repaired by Company at Owner's expense.
|
| 4. |
The
Company further agrees that, as between the Owner/Manager and the
Company,
all costs in connection with the installation, maintenance, operation,
or
removal of the Equipment shall be borne entirely by the
Company.
|
| 5. |
Owner/Manager
shall provide the Company with electric and common space within an
area
agreed to by the Owner/Manager and the Company where the Equipment
may be
installed, maintained and secured. Owner/Manager shall allow the
Company
access to this space to activate and maintain customers as well as
allow
the Company access to all building risers, conduits and horizontal
raceways in order to expedite installation of Service. Where such
facilities do not exist, Owner/Manager shall give the Company permission
to install such facilities at a mutually agreeable location within
the
Premises. All design drawings will be provided for Owner/Manager’s
information. Lightpath shall pay a rental fee of $200 per month for
the
common space and electric. Rental start date will be August 1, 2006.
All
payment related correspondence shall be sent to Company at the following
address: CSC Holdings, Inc., X.X. Xxx 000, Xxxxxxxx XX 00000-0000,
attention: Real Estate Department.
|
| 6. |
Each
of Cablevision and Lightpath agrees to indemnify and hold harmless
the
Owner/Manager of said Premises for any damage caused by it in the
installation, maintenance, operation, or removal of its
Equipment.
|
| 7. |
All
Equipment installed or supplied by the Company pursuant to this Agreement
or in connection therewith, as between the Company and the Owner/Manager,
shall remain the property of the Company, and nothing herein shall
be
deemed to create any property interest in the Equipment to the
Owner/Manager or any other person. Upon termination of this Agreement,
the
Company shall have the option to remove the Equipment or leave any
or all
of it in place. Prior to the termination of this Agreement, such
Equipment
may not be utilized by any third party without the express written
consent
of the Company in its sole
discretion.
|
| 8. |
Permission
is also granted for the Company to have reasonable access to the
Premises
to advertise and promote the services, which it is offering at the
Premises. Such promotion may include direct solicitation and sales,
the
distribution of advertising materials, posters, and other promotional
publicity and, if so desired by the Company, a demonstration of the
Services. Such promotional activity shall be done with the knowledge
of
the Owner/Manager, and according to reasonable guidelines established
by
the Owner/Manager.
|
| 9. |
The
parties hereto agree that this Agreement shall remain in full force
and
effect for a period of three (3) years commencing on July 1, 2006
and
terminating on June 28, 2009.
|
| 10. |
Terms,
covenants, and conditions specified in this Agreement shall be for
and
shall inure to the benefit of and shall bind the respective parties
hereto
and their legal representatives, successors, and assigns
respectively.
|
| 11. |
This
Agreement represents the full understanding of the parties and cannot
be
modified or amended orally.
|
| 12. |
The
signatories hereto represent that they have the legal right, power
and
authority to enter into this Agreement on behalf of the parties and
to
bind such parties to perform their respective obligations
hereunder.
|
| 13. |
Notices
and correspondence (a “Notice”) relating to this Agreement shall be sent
by certified mail - return receipt requested or by a reliable overnight
courier, with courier receipt, to the address set forth below. A
Notice
shall be effective only upon actual receipt or upon the date of refusal
of
delivery.
|
If
to
Owner Manager:
To
the
address first above written
If
to
Company:
Cablevision
Lightpath-NJ, Inc.
000
Xxx
Xxxxx Xxxx
Xxxxxxxxxx,
XX 00000
Attention:
Xxxx Xxxxx; and
Cablevision
of Oakland, LLC
0000
Xxxxxxx Xxxxxx
Xxxxxxxx,
XX 00000-0000
Attention:
Real Estate Department
With
a
Copy to:
Cablevision
of Oakland, LLC
0000
Xxxxxxx Xxxxxx
Xxxxxxxx,
XX 00000-0000
Attention:
Legal Department
IN
WITNESS WHEREOF, the parties hereto have entered into this Agreement on the
date
set forth above.
| COMPANY | OWNER/MANAGER |
| Cablevision of Oakland, LLC | Microwave Satellite Technologies, Inc. |
| By: /s/ Xxxxx X. Xxxxxxx | By: /s/ Xxxxx X. Xxxxxxxxx |
| Name/Title: Xxxxx X. Xxxxxxx, VP | Name/Title: Xxxxx X. Xxxxxxxxx, President |
| Date: 06/23/06 | Date: 6/15/06 |
| COMPANY | |
| By: /s/ Xxxxx Xxxxxxx | |
|
Name/Title:
Xxxxx Xxxxxxx, SVP Network Services
|
|
| Date: 06/23/06 |
Date:
___________________________
Cablevision
Lightpath-NJ, Inc.
By:
_______________________________
Name/Title:
_________________________
