Southern California Edison (SCE) Building Lease Agreement (July 1994) ' L
BUILDING LEASE AGREEMENT
THIS BUILDING LEASE AGREEMENT, made and entered into on
this 1st day of July, 1994, by and between the CITY OF RANCHO
PALOS VERDES as owner of 30940 Hawthorne Boulevard, Rancho Palos
Verdes, California, 90274 , hereinafter the "LESSOR" and SOUTHERN
CALIFORNIA EDISON COMPANY, hereinafter the "LESSEE" ,
WITNESSETH THAT:
WHEREAS, LESSOR is the owner of certain real property,
hereinafter "LESSOR's Property" , located at 30940 Hawthorne
Boulevard, in the City of Rancho Palos Verdes in Los Angeles
County, California; and,
WHEREAS, LESSEE desires to lease a portion of such
property, hereinafter the "Property", together with a
right-of-way for access and utilities;
NOW, THEREFORE, in consideration of the premises and of
the mutual obligations, agreements, representations and
warranties herein contained, the parties hereby agree to the
following terms, covenants and conditions:
1. THE PROPERTY
A. The legal description of LESSOR's Property is
contained in Exhibit "Al" attached hereto and by this reference
incorporated herein.
B. The Property which is the subject of this lease is
contained within a two-story building on LESSOR's Property, and
consists of interior space of approximately one hundred ten (110)
square feet, located on the second floor of the Catalina wing,
and antenna tower space adjacent to the building, and utility
cable space as reasonably required to connect the second floor
space to antennae on the adjacent tower, and is situated
substantially as shown on Exhibit "A2" , which exhibit is attached
hereto and by this reference incorporated herein. LESSEE's
rights to all Property and the easement right described in
Section 2 shall terminate upon the expiration or sooner
termination of this Lease. If Air Touch Cellular or its
successor in interest (hereinafter collectively referred to as
"Air Touch Cellular") shall remove its antenna tower for any
reason, Lessee shall furnish its own antenna tower subject to all
applicable Federal, State, and City approvals, rules,
regulations, and ordinances.
2 . LEASE AND IRREVOCABLE EASEMENT
A. In consideration of the lease payments by LESSEE
to LESSOR as agreed to herein, LESSOR hereby leases the Property
to LESSEE and grants to LESSEE (during the term of this lease) an
irrevocable, non-exclusive easement for ingress and egress (seven
[7] days a week, twenty-four [24] hours a day) and to install and
maintain underground utility wire, cable, conduits and pipes
between the Property and the nearest public right-of-way. The
location of such easement (s) shall be subject to the LESSOR's
prior written approval, which approval shall not be unreasonably
withheld or delayed, and LESSOR shall nave the right to change
the location of the easement for ingress and egress from time to
time, provided that LESSOR continues to provide LESSEE with
access to LESSEE's utility wires, cables, conduits and pipes for
maintenance purposes.
3 . TERM AND RENT
A. This Lease Agreement shall be for an initial term
of ten (10) years beginning on the first day of July, 1994 , at an
Annual Rent of Five Thousand Four Hundred Dollars ($5, 400) , which
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rent shall be paid annually, in advance, on the first day of July
of each calendar year to LESSOR or to such other person, firm or
entity as LESSOR may, from time to time, designate in writing at
least thirty (30) days in advance of any rent payment date.
LESSEE shall also pay as additional rent any increases in real
property taxes levied against LESSOR's Property as a result of
any improvements constructed by LESSEE or as a result of LESSEE's
use of the Property.
B. LESSEE is hereby granted options to extend this
lease on the same terms and conditions for two (2) additional
five (5) year periods after the original term expires by giving
LESSOR written notice of its intention to do so at least ninety
(90) days prior to the date that the then-current term would
otherwise end. No option may be exercised more than one (1) year
prior to the commencement date of the option term, and, if
subsequent to the exercise of an option LESSEE shall default on
its obligations under the Lease beyond the applicable cure
period, the prior exercise of the option shall be void and of no
force and effect.
C. The parties have also agreed that there shall be
annual adjustments of the rent hereunder beginning on July 1,
1995. Such annual increases or decreases shall be determined in
the following manner:
(1) Annual Rent shall be adjusted as of July 1, 1995,
and as of July 1 of each calendar year thereafter throughout the
term of this Lease Agreement and any extensions of such term
(July 1 of each year beginning in 1995 being an "Adjustment
Date") . Such adjustments may result in the Annual Rent being
either increased or decreased, provided, however, that in no
event shall the Annual Rent be lower than the Annual Rent in
effect for the year prior to July 1, 1995. Rent Adjustments
shall be made as follows:
(a) The basis for computing each such adjustment (the
"Base Index") shall be the Consumer Price Index (base year 1982-
84 = 100) - Urban Wage Earners and Clerical Workers - Los
Angeles, Anaheim, Riverside (the "Index") , published by the
United States Department of Labor, Bureau of Labor Statistics
most recently prior to the prior Adjustment Date (or most
recently published prior to July 1, 1995 in the case of the first
Adjustment Date) .
(b) Annual Rent payable commencing on each Adjustment
Date until the next Adjustment Date shall be an amount determined
by multiplying the rent payable immediately prior to the current
Adjustment Date by the most recently published Index preceding
the current Adjustment Date (the "Current Index") and dividing
the product thereof by the Base Index.
(c) If the Index is revised so that the base reference
index for a Current Index differs from the base reference index
for the appropriate Base Index, the Base Index shall be converted
to the new base reference index in accordance with the conversion
table published by the United States Department of Labor, Bureau
of Labor Statistics. If the Index is discontinued or changed in
such a way that it is impossible to obtain a continuous
measurement of price changes from a prior Adjustment Date to the
Adjustment Date in question, the Index shall be replaced by such
other governmental index or computation as would provide
substantially the same result as would have been obtained if the
Index had not been discontinued or changed.
(d) In the event LESSEE holds over at the Property
after expiration of the term of this Lease, notwithstanding any
acceptance of rent by LESSOR for any longer period, such holdover
shall be deemed to be a month-to-month tenancy, terminable at the
will of either party, and rent shall be due at the same rate,
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adjusted on a monthly basis, as was due for the period
immediately preceding the expiration of the Lease.
4 . USE OF THE PROPERTY
A. LESSEE shall use the Property for the purpose of
constructing, maintaining and operating within the Building and
on the antenna tower a radio communications facility and required
antenna, and for any uses which are necessary and incidental
thereto. The construction of all improvements in connection with
LESSEE's use and operation of the Property shall be at LESSEE's
sole expense. LESSEE shall maintain the Property in good
condition and repair throughout the term, ordinary wear and tear
excepted. LESSEE's use of the Property shall be consistent and in
compliance with all conditions of any approval or permit issued
by LESSOR to LESSEE and any subsequent revisions or amendments
thereof and with all laws and regulations (either now existing or
passed hereafter by any governmental entity having jurisdiction)
by which such uses are controlled. Nothing in this Lease shall
imply issuance of an approval or permit by LESSOR for use of the
Property.
B. Before commencement of any work of construction,
alterations, or repair is commenced on the Property, including
improvement of the Building and installation of any conduits or
lines pursuant to the easement leased hereunder, and before any
building materials shall be delivered to the Property by LESSEE
or under LESSEE's authority, LESSEE shall comply with all the
following conditions or procure LESSOR's written waiver of the
condition or conditions specified in the waiver:
(1) Deliver an application for a building permit to
LESSOR's planning department for approval, if required by LESSOR.
(2) (i) Furnish LESSOR's planning department with a
true copy of LESSEE's contract with its general contractor and
with evidence of the general contractor's financial condition in
order for LESSOR to approve the contractor selected by LESSEE.
(ii) LESSOR may disapprove the contractor by
delivering to LESSEE written notice thereof within 15 days
following delivery to LESSOR of the copy of the contract. The
notice shall specify the grounds for disapproval. LESSOR shall
not unreasonably disapprove the contractor.
(3) Procure and deliver to LESSOR at LESSEE' expense
evidence of compliance with all then applicable codes,
ordinances, regulations, and requirements for permits and
approvals including, but not limited to, building permits, zoning
and planning requirements, and approvals from various
governmental agencies and bodies having jurisdiction.
(4) Deliver to LESSOR (1) a certificate of self-
insurance approved by the State of California, subject to review
and approval by LESSOR, and (2) evidence of workers' compensation
insurance covering all persons employed in connection with the
work and with respect to whom death or bodily injury claims could
be asserted against LESSOR or the Property.
C. LESSOR makes no covenants or warranties respecting
the condition of the soil or subsoil or any other condition of
the Property. LESSEE may enter onto the land before commencement
of the term to make soil and structural engineering tests that
LESSEE considers necessary. All such tests made by or on behalf
of LESSEE shall be at LESSEE's sole expense and shall be
evidenced by a separate contract. A copy of any report shall be
delivered to LESSOR on commencement of the term.
D. Once the work is begun, LESSEE shall with
reasonable diligence prosecute to completion all construction of
improvements, additions, or alterations. All work shall be
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performed in a good and workmanlike manner, shall substantially
comply with plans and specifications submitted to LESSOR as
required by this Lease, and shall comply with all applicable
governmentalpermits,ermits, laws, ordinances, and regulations.
E. With the consent of Air Touch Cellular, LESSEE will
co-locate on Air Touch Cellular's eighty foot (80' ) tall unguyed
utility pole with required antennae. Any additional construction
(or the erection of any additional antennae) by LESSEE will
require the prior written approval of LESSOR.
(1) As a co-tenant on the antennae pole it is
understood and agreed that the LESSOR has plans to redevelop
LESSOR's Property, and in connection therewith, LESSOR may
construct a new Civic Center at LESSOR's Property. In that
event, LESSEE agrees that LESSOR may require LESSEE to relocate
the Property to other locations on LESSOR's Property. Such
relocation shall include, relocation of the easements for access
to LESSEE's antenna, relocation of the equipment used by LESSEE
in connection with operation of the antenna, and relocation of
the antenna itself. LESSEE has advised LESSOR that any location
of the antenna on LESSOR's Property is equally suitable for
LESSEE's purposes as the existing location of the antenna, so
long as LESSEE continues to have reasonable access to the antenna
and related equipment and so long as the antenna continues to
have the same elevation above sea level, and LESSEE has
acknowledged and agreed that LESSOR has a significant interest in
minimizing the impact of the antenna on the aesthetics of
LESSOR's Property. Therefore, LESSEE has agreed that LESSOR shall
have complete and absolute discretion as to the determination of
the new locations for the Property, including the antenna, in the
event of such redevelopment of LESSOR's Property; provided,
however, LESSOR agrees that LESSEE shall continue to have
reasonable access to the antenna and related •equipment and that
the antenna shall continue to have the same elevation above sea
level. LESSEE also agrees that it shall cause such relocation to
be accomplished within sixty (60) days after LESSEE receives
written notice from LESSOR to cause such relocation. LESSOR
agrees that it shall cooperate with LESSEE so that any relocation
may be accomplished so as to minimize any interruption of
LESSEE's communication facility. LESSEE further agrees that any
and all costs attributable to such relocation shall be borne and
paid for by LESSEE. Notwithstanding the foregoing, LESSOR agrees
that in the event LESSOR requires LESSEE to relocate its antenna
as provided hereunder, LESSEE shall have the option of
terminating this Lease by providing LESSOR with written notice of
its election to do so prior to the date LESSOR requires LESSEE
to complete the relocation of the Property.
With respect to this paragraph it shall not be
unreasonable for LESSOR to refuse to consent to new construction
or the erection of an additional antenna on the Property if
LESSOR determines that such new construction or additional
antenna shall have a negative impact upon the aesthetics of
LESSOR's Property.
(2) LESSOR and LESSEE have discussed at length the
LESSOR's interest in preserving the aesthetics of the Civic
Center area. Therefore, LESSEE agrees that it shall cooperate at
LESSEE's sole cost and expense with any reasonable requests by
LESSOR to camouflage LESSEE's antenna in the initial iilstallation
thereof on the Property, to the end that its impact on the
aesthetics of the Civic Center shall be minimized. LESSEE and
LESSOR also agree that after the first five (5) years. of the
term, any permit issued by LESSOR may be reviewed annually by
LESSOR for the purpose of determining whether advances in
technology since the commencement of the Lease, or since the last
review of LESSEE's permit, as the case may be, would enable
LESSEE to construct an antenna of a different style or size that
would have less impact on the aesthetics of the Civic Center area
without degradation in the quality of LESSEE's service. If so,
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LESSEE agrees to install a new antenna of the design requested by
LESSOR pursuant to such review within a reasonable amount of time
thereafter.
F. (1) LESSEE shall pay or cause to be paid the total
cost and expense of all works of improvement, as that phrase is
defined in the Mechanics' Lien Law in effect in the State of
California. No such payments shall be construed as rent. LESSEE
shall not suffer or permit to be enforced against the Property or
any part of it any mechanic's, materialman's contractor's, or
subcontractor's lien arising from any work of improvement,
however it may arise. However, LESSEE may, in good faith and at
LESSEE's own expense, contest the validity of any such asserted
lien, claim, or demand, provided LESSEE has furnished the bond
required by California Civil Code Section 3143 (or any comparable
statute hereafter enacted for providing a bond freeing the
Property from the effect of such a lien claim) .
(2) LESSEE shall defend and indemnify LESSOR against
all liability and loss of any type arising out of work performed
on the Property by LESSEE, together with reasonable attorneys'
fees and all costs and expenses incurred by LESSOR in
negotiating, settling, defending, or otherwise protecting against
such claims.
(3) If LESSEE does not cause to be recorded the bond
described in California Civil Code Section 3143 or otherwise
protect the Property under any alternative or successor statute,
and a final judgment has been rendered against LESSEE by a court
of competent jurisdiction for the foreclosure of a mechanic's,
materialman's, contractor's or subcontractor's lien claim, and if
LESSEE fails to stay the execution of the judgment by lawful
means or to pay the judgment, LESSOR shall have the right, but
not the duty, to pay or otherwise discharge, stay, or prevent the
execution of any such judgment or lien or both. LESSEE shall
reimburse LESSOR for all sums paid by LESSOR under this
paragraph, together with all LESSOR's reasonable attorneys' fees
and costs, plus interest on those sums, fees, and costs at the
rate of 12 percent per year from the date of payment until the
date of reimbursement.
(4) On completion of any substantial work of
improvement during the term, LESSEE shall file or cause to be
filed a notice of completion. LESSEE hereby appoints LESSOR as
LESSEE's attorney-in-fact to file the notice of completion on
LESSEE's failure to do so after the work of improvement has been
substantially completed.
Throughout the term, LESSEE shall, at LESSEE's sole
cost and expense, maintain the Property and all improvements in
good condition and repair, ordinary wear and tear excepted, and
in accordance with all applicable laws, rules, ordinances, orders
and regulations of: (1) federal, state, county, municipal, and
other governmental agencies and bodies having or claiming
jurisdiction and all their respective departments, bureaus, and
officials; (2) the insurance underwriting board or Insurance
Service Office having or claiming jurisdiction; and (3) all
insurance companies insuring all or any part of the Property or
the improvements thereon or both.
Except as provided below, LESSEE shall promptly L.ly and
diligently repair, restore, and replace as required to maintain
or comply as above, or to remedy all damage to or destruction of
all or any part of the improvements on the Property resulting
wholly or in part from causes required by this Lease to be
covered by fire or extended coverage insurance, if the cost of
the work so required does not exceed 50% of the replacement value
of all the improvements. If the cost does exceed that
percentage, LESSEE may nevertheless repair, restore, and replace
as above or may by notice elect instead to raze the improvements
damaged or destroyed. Within 30 days after such notice, LESSOR
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may by notice elect to repair, restore, and replace as above, and
LESSEE shall not raze until the expiration of the time for
LESSOR's notice of election. All improvements repaired,
restored or replaced by LESSOR shall become the Property of
LESSOR upon the expiration or sooner termination this Lease;
provided, however, at LESSOR's option, upon the expiration of
this Lease, LESSEE shall remove all improvements from the
Property and return the Property to its original condition.
The completed work of maintenance, compliance, repair,
restoration, or replacement shall be equal in value, quality, and
use to the condition of the improvements before the event giving
rise to the work, except as expressly provided to the contrary in
this Lease. LESSOR shall not be required to furnish any services
or facilities or to make any repairs or alterations of any kind
in or on the Property. LESSOR's election to perform any
obligation of LESSEE under this provision on LESSEE's failure or
refusal to do so shall not constitute a waiver of any right or
remedy for LESSEE's default, and LESSEE shall promptly reimburse,
defend, and indemnify LESSOR against all liability, loss, cost,
and expense arising from it.
G. Nothing contained in this Article 4 or elsewhere in
this Lease shall be deemed to impair or inhibit at any time the
discretion of the City Council or the City Planning Commission,
or other municipal bodies having jurisdiction, to grant, refuse
to grant, or to impose conditions upon any permit issued to
LESSEE.
5. TERMINATION
A. Notice of LESSEE's exercise of its right to
terminate this Lease Agreement pursuant to Section 4E(1) , above,
shall be given to LESSOR in writing by certified mail, return
receipt requested and shall be effective upon receipt of such
notice by LESSOR. Such notice of termination shall be
accompanied by a recordable Quitclaim Deed releasing all of
LESSEE's interest(s) in LESSOR's Property.
(1) Upon LESSOR's receipt of such a termination
notice, this Lease Agreement shall terminate, and such
termination shall relieve both parties of any further obligations
under this Lease Agreement, although each shall continue to have
any and all remedies for any breach of a lease obligation which
occurred prior to the date of termination.
B. LESSEE, upon the expiration or termination of this
Lease Agreement, shall, within a sixty (60) -day period, remove
its personal property and fixtures and restore the Property to
its original condition, reasonable wear and tear excepted. At
LESSOR's option, when this Lease Agreement expires or is
terminated and upon advance written notice to LESSEE, LESSEE
shall leave LESSEE's improvements, other than its personal
property and fixtures, to become the property of LESSOR. LESSOR
may retain any advance rent until such removal and restoration
have been completed to LESSOR's reasonable satisfaction, but
LESSOR shall immediately thereafter refund any unearned rent
(i.e. , rent unearned on the date such removal and restoration are
completed) to LESSEE.
AND SUBLETTING
6. ASSIGNMENTAND
A. LESSEE shall not voluntarily or involuntarily
assign, transfer or encumber its interest in this Lease Agreement
or in the Property, or sublease all or any part of the Property,
without LESSOR's prior written consent, which consent shall not
be unreasonably withheld or delayed. Any assignee or sublessee
shall expressly assume the obligations of this lease, and no such
assignment or subletting shall be deemed to release the original
LESSEE from its obligations under this lease.
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B. Notwithstanding the preceding paragraph 6.A. ,
LESSEE shall not require LESSOR's consent in order to assign this
lease, or to sublease, to LESSEE's parent or to a subsidiary or
any "affiliate" of LESSEE, or to any partnership in which LESSEE
or any "affiliate" of LESSEE participates. As used herein, an
"affiliate" of LESSEE shall mean any entity which controls, is
controlled by, or is under common control with LESSEE.
7. FIRE OR OTHER CASUALTY
LESSEE shall be fully responsible for any loss of its
equipment and fixtures on the Property due to fire or other
casualty.
8 . MUTUAL RELEASE
Each party hereby releases the other and the other's
partners, affiliates, agents and employees from liability or
responsibility for any loss or damage resulting from any cause or
hazard with respect to which fire and extended coverage insurance
is required to be carried pursuant to Article 7 of this Lease
Agreement, including any loss of damage resulting from any loss
of the use of any property. These releases shall apply between
the parties, and they shall also apply to any claims under or
through either party as a result of any asserted right of
subrogation.
9 . UTILITIES
LESSOR shall be responsible directly to the serving
entities for all utilities required for LESSEE's use of the
Property.
10. INDEMNITIES
A. Subject to Article 8 above, LESSEE shall indemnify
LESSOR against and hold LESSOR harmless from any and all claims
of liability for or loss from personal injury and/or property
damage to the extent such claims are proximately caused by the
use and/or occupancy of the Property by LESSEE. Notwithstanding
the preceding, LESSEE does not indemnify LESSOR against any claim
to the extent that it arises from or in connection with any
negligent or intentional conduct of LESSOR or of any agent,
servant or employee of LESSOR.
B. Subject to Article 8 above, LESSOR shall indemnify
LESSEE against and hold LESSEE harmless from any and all claims
of liability for or loss from personal injury and/or property
damage to the extent such claims are proximately caused by the
use and/or occupancy of LESSOR's Property by LESSOR.
Notwithstanding the preceding, LESSOR does not indemnify LESSEE
against any claim to the extent that it arises from or in
connection with any negligent or intentional conduct of LESSEE or
of any agent, servant or employee of LESSEE.
C. With respect to Sections l0A and 10B, above, the
indemnifying party (in each case) shall defend any claim against
the indemnified partly with respect to any indemnified matter and
any claim with respect to any such matter in which the
indemnified party may be impleaded and shall pay and discharge
any judgments, orders and/or decrees which meiy be recovered
against the indemnified party in connection with any indemnified
matter.
11. NOTICES
A. All notices hereunder must be in writing and shall
be deemed validly given if sent by certified mail, return receipt
requested, addressed as follows (or to any other mailing address
which the party to be notified may designate to the other party
by such notice) . Should LESSOR or LESSEE have a change of
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address, the other party shall immediately be notified as
provided in this paragraph of such change.
LESSEE: Southern California Edison Company
Regional Manager
Land Services Division,
Real Property Department
100 Long Beach Boulevard
Long Beach, California 90801
LESSOR: City of Rancho Palos Verdes
City Manager's Office
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90274-5391
(1) The following data is informational only and may
be changed in the manner described above for altering mailing
addresses. Street addresses (if such addresses are different
from the parties' mailing addresses) and phone numbers where the
parties may be contacted are as follows:
LESSEE:
Contact: Mr. Tom Limb (310) 491-2613
LESSOR: (213) 377-0360
If the address or phone number where either party may
be contacted is changed, such party will immediately notify the
other party of such change.
12 . SALE OR TRANSFER BY LESSOR
Should LESSOR, at any time during the term of this
Lease Agreement, sell, lease, transfer or otherwise convey all or
any part of LESSOR's Property to any transferee other than
LESSEE, then such transfer shall be under and subject to this
Lease Agreement and LESSEE's rights hereunder, and any transfer
by LESSOR of any portion of LESSOR's Property underlying the
easement herein granted shall be under and subject to the rights
of LESSEE in and. to such easement.
13 . RECORDING
Either party to this Lease shall have the option of
recording Notice of this Lease Agreement in the public record by
recording a "Memorandum of Lease Agreement" in the form which is
attached hereto as Exhibit "B" at the County Recorder's Office of
the County of Los Angeles. Such document shall be executed by
the parties before a notary at the same time as this Lease
Agreement is executed.
14 . MISCELLANEOUS PROVISIONS
A. LESSOR represents, covenants and warrants that
LESSEE, upon paying the rent and performing the covenants herein
provided, shall peaceably and quietly have, hold and enjoy' the
Property. LESSOR shall have the right to install or permit the
installation of other antennae and antenna structures on LESSOR's
Property provided that all such antennae comply with all
applicable federal, state and local rules and regulations, and
provided further, that if any such antenna or antenna structure
interferes with LESSEE's use of the Property, LESSOR shall cause
such additional antenna or antenna structure to be modified so
that it shall not interfere with LESSEE's use of the Property, or
it shall be removed.
B. It is agreed and understood that this Lease
Agreement contains all agreements, promises and understandings
between LESSOR and LESSEE, and no verbal or oral agreements,
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promises or understandings shall or will be binding upon either
LESSOR or LESSEE, and any addition, variation or modification to
this Lease Agreement shall be void and ineffective unless made in
writing and signed by the parties hereto.
C. This Lease Agreement and the performance hereof
shall be governed, interpreted, construed and regulated by the
laws of the State of California.
D. This Lease Agreement, and each and every covenant
and condition of this Lease Agreement, is intended to benefit the
Property and shall extend to and bind the heirs, personal
representatives, successors and assigns of the parties hereto.
E. The parties agree that all of the provisions hereof
shall be construed as both covenants and conditions, the same as
if the words importing such covenants and conditions had been
used in each separate paragraph.
F. The language of all of the parts of this Lease
Agreement shall be construed simply and according to their fair
meaning, and this Lease Agreement shall never be construed either
for or against either party.
G. At LESSOR's option, this Lease Agreement shall be
subordinate to any mortgage by LESSOR which from time to time may
encumber all or any part of the Property or of the easement,
provided that every such mortgagee shall recognize (in writing
and in a form acceptable to LESSEE's counsel) the validity of
this Lease Agreement in the event of a foreclosure of LESSOR's
interest and also LESSEE's right to remain in occupancy and have
access to the Property as long as LESSEE is not in default of
this Lease Agreement. LESSEE shall execute whatever instruments
may reasonably be required to evidence this subordination.
H. If LESSOR substantially breaches any material
covenant, agreement or promise contained in this Lease Agreement
or contained in any mortgage or deed of trust superior to
LESSEE's estate hereunder (other than any mortgage or deed of
trust as to which LESSEE has obtained a nondisturbance agreement
in accordance with Section G) or contained in any lease under
which LESSOR holds title to any portion of LESSOR's Property and
if LESSOR fails to commence to cure such breach within thirty
(30) days after receiving a written notice exactly specifying the
violation from LESSEE (or if LESSOR fails thereafter to
diligently prosecute the cure to completion) , then LESSEE may
enforce any and all of its rights and/or remedies hereunder or by
law provided or it may (although it shall not be obligated to do
so) cure LESSOR's breach and/or perform its obligations (on
LESSOR's behalf and at LESSOR's expense) and deduct from its rent
or require LESSOR to reimburse all reasonable costs and expenses
incurred in connection with such cure and/or performance plus
interest (from the date that such costs and expenses are incurred
until reimbursement) at ten percent (10%) per annum.
I. If any portion of this Lease Agreement is declared
by a court of competent jurisdiction to be invalid or
unenforceable, then such portion shall be deemed modified to the
extent necessary in such court's opinion to render such portion
enforceable and, as so modified, such portion and the balance of
this Lease Agreement shall continue in full force and effect.
J. If either part institutes any action or proceeding
in court to enforce any provision(s) hereof, or any action for
damages by reason of any alleged breach of any of the provisions
hereof, then the prevailing party in any such action or
proceeding shall be entitled to receive from the losing party
such amount as the court may adjudge to be reasonable attorneys'
fees for the services rendered to the prevailing party, together
with its other reasonable litigation costs and expenses.
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K. In addition to the other remedies provided for in
this Lease Agreement, LESSOR and LESSEE shall be entitled to
immediate restraint by injunction of any violation or attempted
or threatened violation of any of the covenants, conditions or
provisions herein contained.
L. The captions of the articles and sections of this
Lease Agreement are for convenience of reference only and shall
not affect the interpretation of this lease or limit or amplify
any of its terms or provisions.
15. DEFAULTS AND REMEDIES
A. The occurrence of any one or more of the following
events shall constitute a material default and breach of this
Lease by LESSEE:
(1) The abandonment of the Property by LESSEE.
(2) The failure by LESSEE to make any payment of rent
or any other payment required to be made by LESSEE hereunder, as
and when due, where such failure shall continue for a period of
three (3) business days after written notice thereof is received
by LESSEE.
(3) The failure by LESSEE to observe or perform any of
the covenants, conditions or provisions of this lease to be
observed or performed by LESSEE, other than as described in
Subsection 15 A (2) , above, where such failure shall continue for
a period of thirty (3 0) days after written notice thereof is
received by LESSEE; provided, however that if the nature of
LESSEE's default is such that more than thirty (30) days are
reasonably required for its cure, then LESSEE shall not be deemed
to be in default if LESSEE commenced such cure within said thirty
(30) -day period and thereafter diligently prosecutes such cure to
completion.
(4) The making by LESSEE of any general arrangement or
assignment for the benefit of creditors, LESSEE becoming a
"DEBTOR" as defined in 11 U.S.C. 101 or any successor statute
thereto (unless, in the case of a petition filed against LESSEE,
the same is dismissed within sixty (60) days) , the appointment of
a trustee or receiver to take possession of substantially all of
LESSEE's assets located at the Property or of LESSEE's interest
in this lease, where possession is not restored to LESSEE within
thirty (30) days, or the attachment, execution or other judicial
seizure of substantially all of LESSEE's assets located at the
Property or of LESSEE's interest in this lease, where such
seizure is not discharged within thirty (30) days.
B. In the event of any such material default or breach
by LESSEE, LESSOR may at any time thereafter, with or without
notice or demand and without limiting LESSOR in the exercise of
any right or remedy which LESSOR may have by reason of such
default or breach:
(1) Terminate LESSEE's right to possession of the
Property by any lawful means, in which case this lease shall
terminate, and LESSEE shall immediately surrender possession of
the Property to LESSOR. In such event, LESSOR shall be entitled
to recover from LESSEE all damages incurred by LESSOR by reason
of LESSEE's default including, but not limited to, the cost of
recovering possession of the Property, expenses of reletting
including necessary renovation and alternation of the Property,
and reasonable attorney's fees and the worth at the time of award
by the court having jurisdiction thereof of the amount by which
the unpaid rent for the balance of the term after the time of
such award exceeds the amount of such rental loss for the same
period that LESSEE proves could reasonably be avoided.
940804 R6876-00001 pjn 0691469 3
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(2) Maintain LESSEE's right to possession in which
case this lease shall continue in effect whether or not LESSEE
shall have abandoned the Property. In such event, LESSOR shall
be entitled to enforce all of LESSOR's rights and remedies under
this lease, including the right to recover the rent as it becomes
due hereunder.
(3) Pursue any other remedy now or hereafter available
to LESSOR under the laws or judicial decisions of California.
Unpaid installments of rent and other unpaid monetary obligations
of LESSEE under the terms of this lease shall incur a five
percent (5%) late charge if not paid within, and bear interest
from, three (3) business days after LESSEE receives notice that
they are overdue at the maximum rate then allowable by law.
(4) In the event of the occurrence of any of the
events specified in Section 15 A, above, if LESSOR shall not
choose to exercise, or by law shall not be able to exercise, its
rights hereunder to terminate this lease upon the occurrence of
such events, then, in addition to any other rights of LESSOR
hereunder or by law, neither LESSEE, as debtor-in-possession, nor
any trustee or other person (hereinafter collectively called the
"Assuming LESSEE") shall be entitled to assume this Lease
unless, on or before the date of such assumption, the Assuming
Lessee: (a) cures, or provides adequate assurance that the
Assuming Lessee will promptly cure any existing default under
this lease, (b) compensates, or provides adequate assurance that
the Assuming Lessee will promptly compensate, LESSOR for any
pecuniary loss (including, without limitation, attorneys' fees
and disbursements) resulting from such default, and (c) provides
adequate assurance of future performance under this lease, it
being covenanted and agreed by the parties that, for such
purposes, any cure or compensation shall be effected by the
immediate payment of any monetary default or any required
compensation, or the immediate correction or bonding of any
nonmonetary default; any "adequate assurance" of future
performance shall be effected by the establishment of an escrow
fund for the amount at issue or by bonding, it being covenanted
and agreed by LESSOR and LESSEE that the foregoing provision is a
material part of this lease.
16. ESTOPPEL CERTIFICATES
Each party, within ten (10) days after notice from the
other party, shall execute and deliver to the other party, in
recordable form, a certificate stating that this lease is
unmodified and in full force and effect, or in full force and
effect as modified, and stating the modifications. The
certificate also shall state the amount of annual rent, the dates
to which the rent has been paid in advance, and the amount of any
prepaid rent. Failure to deliver the certificate within the ten
(10) -day period shall be conclusive upon the party failing to
deliver the certificate, for the benefit of the party requesting
the certificate and any successor to the party requesting the
certificate, that this lease is in full force and effect and has
not been modified except as may be represented by the party
requesting the certificate.
940804 R6876-00001 pjn 0691469 3
— 11 -
p •. .•
s
.
IN WITNESS WHEREOF LESSOR and LESSEE have duly
executed this Lease Agreement on the day and year first above
written. .
LESSOR: CITY OF RANCHO PALOS VERDES
c-A
By:
/LIW
M yor
Attest:
Name: 6„C,,-6
)t)-
City Clerk
LESSEE: SOUTHERN ilk IFORNIA DIS► , COMPANY
A( AN,
// /
By: l / %-
Ir ri
Title
1 gefrir-I--
iPPROVED
B•,YA C. '1 'NNE'
ntor ce .resident
. lii•unsel
4 By 6 •.
Attorney
• 0 . 19
940804 R6876-00001 pjn 0691469 3
— 12 -
. ' a
•
110
EESCRIETION LESSOR'S PRIM
DESCRIPTION:
•
THAT PORTION OF 3LOCK "Hu', AS SHOWN ON MAP OF THE ,RANCHO LOS PALOS VERDES• IN
THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA• ALLOTTED TO JOTHAM BIXBY, BY
OECREE IN PARTITION IN THE ACTION "BIXBY, Er AL. VS. YEN, ET . AL•• CASE NO.
2373, IN THE DISTRICT COURT OF THE 17TH JUDICIAL DISTRICT OF THE STATE OF
CALIFORNIA, IN AND FOR THE COUNTY OF LOS ANGELES AND ENTERED IN BOOK 4 PAGE 57
OF JUDMENTS, IN THE SUPERIOR COURT OF SAID COUNTY, DESCRIBED AS FOLLOWS=
COMMENCING AT A POINT, SAID POINT BEING THE COUNTY OF LOS ANGELES,
TRIANGULATION MONUMENT SAN PEDRO HILLS D-1, AND HAVING STATE COORDINATES OF
NORTH 4,019,330.05• EAST 4.164.224.94• SAID POINT BEING LOCATED ON A POINT OF
LAND NORTH OF PALOS VERDES DRIVE• OVERLOOKING POINT VICENTE LIGHTHOUSE; THENCE
NORTH 53 DEGREES 31 MINUTES 58 SECONDS EAST 415.07 FEET TO THE CENTER OF THE
NORTHWEST GUN TURRET OF BATTERY 240; THENCE NORTH 51 DEGREES 59 MINUTES 13
SECONDS EAST 55.00 FEET; THENCE NORTH 38 DEGREES 00 MINUTES 47 SECONDS WEST
56.15 FEET TO THE TRUE POINT CF BEGINNING; THENCE NORTH 36 DEGREES 00 MINUTES
43 SECONDS EAST 19.31 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHERLY, HAVIN; A RADIUS OF 105.00 FEET; THENCE EASTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 60 DEGREES 58 MINUTES 07 SECONDS, A DISTANCE OF
111.73 FEET; THENCE SOUTH 83 DEGREES 01 MINUTES 10 SECONDS EAST 69.38 FEET;
-HENCE SOUTH 86 DEGREES 20 MINUTES 48 SECONDS EAST 212.34 FEET; THENCE BORT'
1 DEGREES 46 MINUTES 52 SECONDS WEST 109.94 FEET; THENCE NORTH 81. DEGREES
.4I NUTF.S 11 SECONDS EAST 278.53 FEET;
THENCE SOUTH 88 DEGREES 50 MINUTES 35 SECONDS EAST 60.40 FEET; THENCE SOUTH 71
DEGREES 55 MINUTES 48 SECCNDS EAST 57.83 FEET; THENCE SOUTH 62 DEGREES 00
MINUTES 18 SECONDS EAST 226.14 FEET; THENCE NORTH 62 DEGREES 19 MINUTES 70
SECONDS EAST 34.12 FEET TO A POINT IN THE SOUTH RIGHT-OF-WAY LINE OF HAWTHORNE
SCUL EYARD• SAID POINT BEING A TANGENT CURVE CONCAVE NCRTHEASTERLY HAVING A
RADIUS CF 550.00 FEET; THENCE SOUTHEASTERLY. ALONG SAID CURVE, THROUGH A
CENTRAL ANGLE OF 02 DEGREES 18 MINUTES 26 SECONDS• A DISTANCE OF 22.15 FEET;
THENCE SOUTH 62 DEGREES 19 MINUTES 00 SECONDS WEST 79.98 FEET; THENCE SOUTH 8d
DEGREES 31 PIhUTES 12 SECONDS WEST 216.25 FEET; THENCE NORTH 02 DEGREES 24
MI`AUTES 09 SECONDS :WEST 55.04 FEET; THENCE NORTH 87 DEGREES 34 MINUTES 50
SECOMOS WEST 231.16 FEET; THENCE SOUTH 02 DEGREES 23 MINUTES 42 SECONDS EAST
78.06 FEET; THENCE NORTH 83 DEGREES 00 MINUTES 49 SECONDS WEST 166.47 FEET;
THENCE NORTH 86 DEGREES 20 MINUTES 48 SECONDS WEST 212.35 FEET; THENCE NORTH
83 DEGREES 01 MINUTES 10 SECONDS WEST 69.96 FEET TO A POINT BEING A TANGENT
CURVE CENCAV E SOUTHERLY, HAVING A RADIUS OF 85.00 FEET; THENCE WESTERLY ALONG
SAID CURVE, THROUGH A CENTRAL ANGLE OF 60 DEGREES 58 MINUTES 07 SECONDS, A
DISTANCE GF 90.54 FEET; THENCE SOUTH 36 DEGREES 00 MINUTES 43 SECONDS WEST
25.04 FEET; THENCE NORTH 38 DEGREES 00 MINUTES 47 SECONDS WEST 23.80 FEET TO
THE TRUE POINT OF 3EGINNING.
IT MAln
IAN-H,Tr-020988 Pages 1 of 1 EC88-4
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EXHIBIT A2
Southern California Edison SITE PLAN
and • 30940 HAWTHORNS BOULEVAR]
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Southern California
Edison
and EXHIBIT A2
of Rancho Palos Verdes Lease
City FLOOR PLAN