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Palos Verdes on the Net - Lease (2003) low • This page is part of your document- DO NOT DISCARD - 1 RECEIVED City of Rancho Palos Verdes 03 11435296 JUN 27 1003 Managers Office RECORDED/FILED IN OFFICIAL RECORDS RECORDER'S OFFICE LOS ANGELES COUNTY CALIFORNIA 12:01 PM MAY 20 2403 TITLE(S) : LEAD111 1111 mit II SHEET FEE D.T.T FREE 00 CODE 20 CODE 19 CODE 9 Assessor's Identification Number (AIN) To be completed by Examiner OR Title Company in black ink. Number of Parcels Shown - THIS FORM NOT TO BE DUPLICATED - i .03 1435296 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Rancho Palos Verdes City Manager 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90274 APN: [Space Above For Recorder's Use Only] Recording Fee: Exempt pursuant to California Government Code Section 27383 LEASE AGREEMENT THIS LEASE AGREEMENT (this "Lease") dated as of May 6 , 2003, is entered into by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation("Landlord"), and PALOS VERDES ON THE NET, a California Non-profit Corporation ("Tenant"). RECITALS: A. Landlord is the owner of certain improved real property that it would like to have operated as a studio with multimedia production capabilities. B. Tenant has expertise and experience as a producer of multimedia productions for Landlord and in training others, including youths and senior citizens. C. Landlord desires to lease such improved real property to Tenant, and Tenant desires to lease such improved real property from Landlord, upon the terms and conditions set forth herein. AGREEMENT: NOW, THEREFORE, Landlord and Tenant agree as follows: 1. DESCRIPTION OF PREMISES. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord,the improved real property commonly known as "The Cable Television Studio" at the Rancho Palos Verdes Civic Center, located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California, which improved real property is indicated in the cross-hatch on Exhibit A attached hereto (the "Premises"). The Premises have been, or will be, prepared by Landlord, at its sole cost and expense, for the uses described below, including the installation of two (2) VOIP phones that are connected to Landlord's VOIP phone system; provided, however, that Landlord shall not be obligated to expend more than Twenty-Five Thousand Dollars ($25,000)to complete such preparations. The Premises, including Landlord's T i t i 1 • ' • • preparation thereof as described in the immediately preceding sentence, have been inspected by Tenant and Tenant hereby acknowledges that Tenant is entering into this Lease after such3 inspection of the Premises and with full awareness of the conditions and character of the Premises and without reliance upon any representation as to the condition or character of the Premises that may have been made by representatives of Landlord. Tenant hereby accepts the Premises "AS IS," except that Landlord specifically agrees to provide the repair and maintenance services specified in Section 7.2. 2. USE OF PREMISES. Tenant shall only use the Premises as an extension of the Existing Palos Verdes on the NET Computer Technology Center for multimedia production under the direction and supervision of Tenant's staff or specifically identified volunteers or interns; provided, however, that such use shall include the following related uses: 2.1 Multimedia digital/audio, video, animation and internet production and training; and 2.2 Development and production of digital/video multimedia projects for Landlord; and 2.3 Commercial (i.e., for fee) services (provided that the fees charged therefor shall be established pursuant to a fixed rate schedule and otherwise be comparable to current industry pricing for such services); and r- 2.4 Development and production of digital/video multimedia projects for Tenant. Tenant shall not use the Premises for any purpose that is unrelated to the purposes set forth above. Nothing herein shall be deemed or construed to permit or give Tenant the right to use Landlord's cable television channel(s) (including the programming thereof). In addition, Tenant shall not use the Premises, or permit anything to be done in or about the Premises, that in any way conflicts with, or otherwise violates, any law, statute, ordinance or other governmental rule or regulation applicable to the Premises and/or the uses thereof. Tenant shall comply, and shall cause the Premises and the uses thereof to comply,with all laws, statutes, ordinances and other governmental or quasi-governmental rules and regulations applicable thereto. Notwithstanding the foregoing, Tenant agrees that the Premises shall not be used for the production of multimedia programs/projects with content that may be inconsistent with Tenant's program of providing instruction to minors (e.g.,pornography, obscene language, violence or illicit drug use) or which is otherwise offensive to or inappropriate for said prospective users of the services/facilities at the Premises. Finally, under no circumstances shall any hazardous, toxic and/or contaminating substances be brought or kept on the Premises except for cleaning products typically used in connection with the equipment that is located in the Premises. 3. ACCESS TO PREMISES. Landlord hereby grants Tenant access to the Premises to operate its facilities and provide its services as much as twenty-four(24) hours per day, seven days a week; provided, however, that Landlord reserves the right to enter the Premises upon reasonable notice during Tenant's posted business hours. Landlord may enter the Premises at other times and without notice in the event of an emergency. In addition, Tenant shall provide OJ 732714-3 143 N ��2 11 access to the Premises on a regular basis for the performance of Landlord's maintenance and repair obligations specified in Section 7.2. 4. TERM OF LEASE. Subject to the right of either party to terminate this Lease at any time upon ninety(90) days prior notice, the term of this Lease shall be for a period of five (5) years, commencing upon the date hereof. Should this Lease be terminated, Tenant shall cease use of the studio within ninety(90) days and shall vacate the premises and remove all Tenant's equipment therefrom within one hundred eighty(180) days. 5. BASE RENT. Tenant shall pay no rent to Landlord for the use of Premises during the term of this Lease. In exchange for the use of the Premises, Tenant shall provide the following equipment and services in connection with the Premises at no cost to the Landlord: 5.1 Tenant will provide technical services (including the services of directors, engineers, editors and camera operators) to operate the Premises as Landlord's video production studio with digital/video multimedia production capabilities; 5.2 Tenant will provide digital/video multimedia production services (including video taping, camera operators and editing) to Landlord as a first priority; provided, however, that Landlord agrees to not make unreasonable demands for such services; 5.3 At Tenant's sole cost and expense, Tenant will have the following equipment available at the Premises to support the foregoing services: 5.3.1 Video editing workstations (up to 4, physical space permitting); 5.3.2 Graphic design, audio editing and animation workstations (up to 3, physical space permitting); 5.3.3 Microphones and digital audio recording and mixing equipment; 5.3.4 Digital video camera; 5.3.5 SVHS analog video camera; 5.3.6 Computer network server with large capacity data storage system for storing raw and edited digital video, graphics and audio; 5.3.7 Computer network switch; 5.3.8 Audio and video monitors (physical space permitting); 5.3.9 Video lighting kit; 5.3.10 DVCAM/Mini-DV VCR; and 5.3.11 Analog video decks (up to 6, physical space permitting). 732714-3 3 031435296 11 6 UTILITIES. Landlord shall pay for all utilities used in connection with the Premises, including the City telephone system, alarm system, electricity, water and custodial services. 7 MAINTENANCE OF PREMISES. 7.1 Tenant's Obligations. Tenant shall have the sole responsibility for maintaining the equipment described in Section 5.4 in a good, safe, clean and operating condition, ordinary wear and tear excepted. Tenant agrees to make every effort to ensure that the improvements to, and equipment provided for, the Premises by, or on behalf of, Landlord, are not in any way damaged, misused,mishandled or removed from the Premises. Tenant shall reimburse Landlord for any custodial services and/or repairs necessitated by Tenant use in excess of normal wear and tear. Tenant shall establish a system, satisfactory to Landlord, for controlling the use of Landlord's VOIP telephones. 7.2 Landlord's Obligations. Landlord shall have the sole responsibility for maintaining the roof, structural, electrical, air conditioning and heating, venting and plumbing at the Premises in a good, safe, clean and operating condition, ordinary wear and tear excepted. Landlord shall provide reasonable custodial and cleaning services at the Premises. 7.3 Breach of Obligations. In the event either party breaches its obligations to repair and/or maintain the Premises as specified in this Section 7, after reasonable notice thereof - - from the non-breaching party to the breaching party, the non-breaching party may, but shall not - be obligated to, make or cause such repair or maintenance to be made, and the breaching party shall promptly reimburse the non-breaching party for all sums expended therefor. 8 ALTERATIONS TO PREMISES. No structural changes, alterations, repairs, additions,remodeling or improvements shall be made to the Premises by Tenant without the prior written consent of Landlord; provided; however, that Tenant may make minor modifications to the interior of the Premises in connection with the installation of the equipment described in Section 5.4 (e.g., the installation of cabling and wiring). Except as otherwise provided herein, Landlord shall have no obligation to make structural changes, alterations, repairs, additions, remodeling or improvements to the Premises, including decorating or painting. Tenant shall use its best efforts to keep the Premises free of any mechanics' liens arising from work performed to the Premises by Tenant, and in the event of the foregoing, Tenant shall immediately pay any amounts owing and obtain a release of any such lien. 9 TAXES. This Lease may create a possessory interest subject to property taxes and assessments. In such event, Tenant shall pay and discharge, prior to delinquency, all such taxes and assessments, whether the same are assessed to Landlord or Tenant. Any such taxes or assessment paid by Tenant to Landlord under the provisions hereof will be remitted by Landlord to the appropriate taxing agency in a timely manner, and the payment of such taxes or assessments by Tenant to Landlord shall fully discharge Tenant from its obligation to pay the same. In the event that Landlord shall pay any such taxes or assessments, Tenant shall be obligated to reimburse Landlord therefor. 732714-3 4 0 3 1435296 411 10 HOLD HARMLESS. To the fullest extent permitted by law, and in addition to Tenant's other obligations hereunder, at law, in equity or otherwise, Tenant agrees to protect, indemnify, defend and hold Landlord and its officers, directors, employees, representatives, agents and affiliates free and harmless from and against any action, suit, claim, investigation, proceeding, mediation or arbitration at law or in equity or before or by any foreign or domestic court, arbitrator, mediator or otherwise (including reasonable attorney's fees and expenses in connection therewith), and pay or reimburse Landlord in full, any and all liability, loss, cost, expense or damage of any kind or nature that Landlord may sustain or incur or that may be brought or claimed against Landlord in connection with(a) Tenant's use of the Premises, (b) Tenant's breach or default in the performance of any of its obligations hereunder or(c) any act, neglect, fault or omission of Tenant or its agents, employees, visitors, invitees or licensees. Notwithstanding the foregoing, it is the intent of Landlord and Tenant that Tenant shall be liable to protect, indemnify, defend and hold Landlord harmless under this Section 10 irrespective of the cause of such indemnification liability(i.e., regardless of whether or not caused by any act, omission, willful misconduct or negligent conduct (whether active or passive) of Tenant, or otherwise), except if the sole cause of such indemnification liability is the negligence, gross negligence or willful misconduct of Landlord. 11 ASSIGNMENT AND SUBLETTING. Tenant shall not voluntarily, or by operation of law, assign, sublet or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or the Premises without the prior consent of Landlord, and any attempt to do so shall be null and void ab initio. No assignment or subletting shall relieve Tenant of its - obligations hereunder. The acceptance of payments by Landlord from any other person or entity shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent of any assignment, subletting or other transfer and shall not be deemed to constitute a consent to any subsequent assignment, subletting or other transfer. 12 DEFAULTS AND REMEDIES. 12.1 Defaults. Any of the following events shall constitute a default under this Lease by Tenant: 12.1.1 Monetary Default. A breach of this Agreement by Tenant involving the payment of money, and the continuance of such breach for a period of thirty(30) days after Tenant's receipt of notice thereof; or 12.1.2 Non-Monetary Default. A breach of any material term of this Agreement by Tenant not involving the payment of money, and the continuance of such breach for a period of thirty (30) days after Tenant's receipt of notice thereof; provided,however, that if such breach is not reasonably susceptible of being cured within such thirty(30) day period, then a default shall exists only if Tenant does not commence to cure such breach within such thirty (30) day period or thereafter fails to diligently prosecute such cure to completion. 12.2 Termination of Lease and Remedies. In the event of a default by Tenant, Landlord may, at any time prior to a cure thereof by Tenant, upon notice and demand, and without limiting Landlord in the exercise of any other right or remedy that Landlord may have by reason of such default, terminate Tenant's right to possession of the Premises by any lawful 732714-3 5 14352903 6 means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. In such event, Landlord shall also be entitled to recover from Tenant Any amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform its obligations hereunder or which, in the ordinary course of events, would be likely to result therefrom. 12.3 Non-waiver. Nothing contained in this Section 12 shall constitute a waiver of Landlord's right to recover damages by reason of Landlord's efforts to mitigate its damages caused by Tenant's default; nor shall anything in this Section 12 adversely affect Landlord's right, as provided in this Lease, to indemnification against liability for damage to persons or property occurring prior to the termination of this Lease. 13 DAMAGE AND DESTRUCTION. In the event the Premises are damaged or destroyed, Landlord shall have the sole option of either repairing the Premises or terminating this Lease as of the date of such destruction or damage. 14 MISCELLANEOUS. 14.1 Notices: Any notice, request, direction, demand, consent, waiver, approval or other communication required or permitted to be given hereunder shall not be effective unless it is given in writing and shall be delivered (a) in person, (b)by certified mail, postage prepaid, return receipt requested, or(c)by a commercial overnight courier that - guarantees next day delivery and provides a receipt, and addressed to the parties at the addresses stated below, or at such other address as either party may hereafter notify the other in writing as aforementioned: Landlord: City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90275 Attention: City Manager Tenant: Palos Verdes on the Net 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90275 Attention: Ted Vegvari 14.2 Non-Waiver. The failure of Landlord to insist upon strict performance of any of the terms, conditions or covenants of this Lease shall not be deemed a waiver of any right or remedy Landlord may have and shall not be deemed a waiver of any right or remedy for subsequent breach or default of the terms, conditions, or covenants herein contained. 14.2 Resolution of Problems. The Assistant City Manager in the City Manager's Office of Landlord shall report any problems or complaints to the Director of Tenant. The Director of Tenant shall be responsible for seeking a solution to any major or frequently 732714-3 6 03 1435296 • 1 , I I 1 reported problem or complaints. In the event such problems or complaints are not resolved, the Assistant City Manager and/or City Manager of Landlord shall meet with the Director of Tenant3 to review the situation and propose an appropriate solution. 14.3 End of Term. At the end of the term, Tenant shall return the Premises to Landlord in a similar condition as received, ordinary wear and tear excepted. 14.4 Holding Over. Should Tenant, with or without Landlord's consent, hold over after the termination of this Lease, such possession by Tenant shall be deemed to be a month-to-month tenancy terminable by thirty(30) days notice given at any time, upon each and all of the terms herein provided as may be applicable to a month-to-month tenancy, and any such holding over shall not constitute an extension of this Lease. 14.5 Attorney's Fees. In the event of any litigation between Tenant and Landlord to enforce any provision of this Lease or any right of either party hereto, or to secure a judicial determination of any right or obligation of either party hereto, the unsuccessful party in such litigation shall pay to the successful party reasonable costs and expenses, including reasonable attorney's fees, incurred therein. 14.6 Headings. The section captions contained in this Lease are for convenience and do not in any way limit or amplify any term or provision of this Lease and shall have no effect on its interpretation. `- 14.7 Entire Agreement. This Lease and the exhibit attached hereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provision of this Lease may be amended or supplemented except by an agreement in writing signed by the parties hereto. 14.8 Quiet Possession. Upon complying with all the terms and conditions hereof, and subject to all of the provisions hereof, Tenant shall have quiet possession of the Premises. 14.9 Governing Law. This Lease is made and entered into in the State of California and shall in all respects be interpreted, enforced and governed under the laws of the State of California. 14.10 Severability. If any term or provision of this Lease shall be deemed to be invalid or unenforceable to any extent, the remainder of this Lease will not be affected thereby, and each remaining term and provision of this Lease will be valid and be enforced to the fullest extent permitted by law. 14.11 No Joint Venture. It is not the intent of the parties to create a joint venture or partnership by entering into this Lease. 14.12 Interpretation. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular 732714-3 7 03 1435296 6 • • form of nouns and pronouns shall include the plural and vice versa. References to "Sections" and"Exhibits" are to sections and exhibits of this Lease, unless otherwise specifically provided. 14.13 Counterparts. This Lease may be executed in one or more counterparts, each of which shall be deemed to constitute an original,but all of which,when taken together, shall constitute one and the same instrument,with the same effect as if all of the parties had executed the same counterpart. 14.14 No Discrimination. There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed,religion, national origin, ancestry,physical handicap, mental condition, marital status, sex or sexual orientation with respect to the Premises, nor shall Tenant establish or permit any such practice or practices of discrimination or segregation with reference to the use of the Premises. IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement as of the date first written above. 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