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Times Mirror Cable Television Inc 410 411 LEASE This Lease ( "Lease" ) is made and executed as of the 15th day of January 1994 , by and between the City of Rancho Palos Verdes, a municipal corporation ( "Landlord" ) , and Times Mirror Cable Television, Inc. , a Delaware corporation ( "Tenant" ) , who agree as follows : 1 . FUNDAMENTAL LEASE PROVISIONS : (a) (1) Lease Term: 24 months . (2) Commencement Date : January 15, 1994 . (3) Expiration Date : January 14, 1996 . (b) Initial Base Rent : $1, 500 . 00 per month. (c) Use of Premises : Use of a structure and approximately 3000 square foot outdoor area as a construction office and for the storage of construction materials, supplies, and equipment and related purposes . (d) Address for Payments of Rent and Notices : To Landlord: 30940 Hawthorne Boulevard Rancho Palos Verdes, CA 90274 Attn: City Manager To Tenant : 2381 - 2391 Morse Avenue Irvine, CA 92714 2 . PREMISES . In consideration of the Tenant' s agree- ment to pay the rent, and the covenants and conditions herein contained, Landlord hereby leases to Tenant and Tenant hereby hires from Landlord, upon the terms and conditions set forth herein, use of a structure and an approximately 3000 square foot outdoor area located on the property commonly referred to as 30940 Hawthorne Boulevard, Rancho Palos Verdes, California (a.k.a. 30938 Hawthorne Boulevard) , as delineated and shown in the cross-hatched areas on the plan designated as Exhibit "A" attached hereto and incorporated by reference herein (herein referred to as the "Premises" ) . 1 . 411 a► 3 . TERM. The term of this Lease shall be that period set forth in Section 1 (a) (1) hereof . The term shall commence on the Commencement Date set forth in Section 1 (a) (2) hereof, and shall expire on the date set forth in Section 1 (a) (3) hereof . 4 . BASE RENT. Tenant covenants to pay to Landlord during the term hereof, at Landlord' s office at the address set forth in Section 1 (d) hereof or to such other persons or at such other places as directed from time to time by written notice to Tenant from Landlord, a monthly rental (hereinafter referred to as the "Base Rent" ) in the amount set forth in Section 1 (b) hereof, which shall be due and payable without demand or offset or deduction, in advance on the first day of each calendar month. The Base Rent payable hereunder shall be increased twelve (12) months after the Commencement Date hereof, and every 12 months thereafter during the term hereof ( "Adjustment Date" ) , including any renewal or extension period, to an amount equal to the product of (i) the percentage increase in the U.S . Bureau of Labor Statistics Consumer Price Index for Urban Wage Earners and Clerical Workers, Los Angeles-Anaheim-Riverside area (1967=100) , All Items, 'for the calendar month two months prior to each Adjustment Date over the corresponding index as it existed for the calendar month two months prior to the Commencement Date, times (ii) the amount set forth in Section 1 (b) hereof . In the event the Consumer Price Index is discontinued, a comparable publication or index will be chosen by Landlord to determine any increase . Notwithstanding the foregoing, in no event shall the monthly rental rate computed above be less than the monthly rental rate payable for the prior year. 5 . CONDITION AND ACCEPTANCE OF PREMISES. Tenant hereby accepts the Premises in the condition existing as of the date that Tenant takes possession of the Premises, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Landlord represents that Tenant' s intended use of the Premises does not violate the Rancho Palos Verdes Municipal Code, or any local regulations or ordinances . Tenant acknowledges that neither Landlord nor Landlord' s agent has made any representation or warranty as to the present or future suitability of the Premises for Tenant' s intended use thereof . In the event that future modifications to the zoning, municipal, county and state laws, ordinances and other regulations governing and regulating the use of the Premises cause such Premises to be unsuitable for Tenant' s intended use as set forth in Section 1 (c) , Tenant shall have the right to terminate this Lease upon sixty (60) days written notice to Landlord. 6 . TAXES . This lease may create a possessory interest which may be subject to the payment of property taxes levied on such interest . In the event of the foregoing, Tenant shall pay and discharge prior to their due date all taxes and assessments imposed by any duly-constituted authority upon such a use or possessory interest of Tenant, whether the same be assessed to Landlord or to Tenant . Any such taxes or assessment paid by Tenant to Landlord under the provisions hereof will be remitted by the Landlord to the appropriate taxing agency in a timely manner, and 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. 7 . TAXES ON TENANT' S PERSONAL PROPERTY. Tenant shall be liable for and shall pay before delinquency taxes, assessments, license fees, and other similar charges levied against any personal property or trade fixtures placed by Tenant or at Tenant' s direction in or about the Premises . Within ten (10) days following receipt of a written demand therefor from Landlord, Tenant shall furnish Landlord with satisfactory evidence of these payments . If any such taxes on Tenant' s personal property or trade fixtures are levied against Landlord or Landlord' s property and if Landlord, after written notice to Tenant, pays such taxes based upon such assessment, which Landlord shall have the right to do regardless of the validity thereof, Tenant shall, within ten (10) days of written demand, reimburse Landlord for the taxes so levied against Landlord, or the proportion of such taxes resulting from such increase in the assessment . 8 . USE OF PREMISES . (a) The Premises shall be used and occupied by Tenant for the purposes described in Section 1 (c) hereof, and for no other purpose whatsoever. (b) Tenant acknowledges that, except as herein expressly provided, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises or with respect to the suitability of the Premises for Tenant' s use, nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises except as provided in this Lease . (c) Tenant shall, at Tenant' s expense, comply promptly with all applicable statutes, ordinances, rules, regula- tions, orders, covenants and restrictions of record, and require- ments in effect during the term or any part of the term hereof, 3 . . 411 111 regulating the use by Tenant of the Premises . Tenant shall not use nor permit the use of the Premises in any manner that will tend to create waste or a nuisance . 9 . ALTERATIONS . Except for interior, nonstructural, non-systemic alterations or additions not cumulatively costing in ` excess of $2 , 000 . 00 in any calendar year, Tenant shall not make or allow any alterations, additions or improvements in or to the Premises without Landlord' s prior written consent, and then only by contractors or mechanics approved in advance in writing by Landlord, which consent shall not unreasonably be withheld. All such work shall be done by Tenant at such times and in such manner as Landlord may from time to time reasonably designate. In each instance where Tenant requires Landlord' s approval of an alteration, Tenant shall furnish Landlord with plans showing the proposed alteration to the Premises . All such improvements, alterations or additions shall be suitable to the existing improvements on the property and shall be of an equal or better type of construction. Tenant covenants and agrees that all work done by or pursuant to the direction and instruction of Tenant • shall be performed in full compliance with all laws, rules, orders, ordinances, directions, regulations and requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction, and in full compliance with the rules, orders, directions, regulations, and requirements of the Insurance Service Office, and of any similar body. Before commencing any work, Tenant shall give Landlord at least five (5) days written notice of the proposed commencement of such work and shall, if required by Landlord, secure at Tenant' s own cost and expense, a completion and lien indemnity bond, satisfactory to Landlord, for said work. Landlord shall have the right at all times to post notices of non-responsibility on the Premises and record verified copies thereof in connection with all work of any kind upon the Premises . Tenant shall perform all alterations to the Premises required to comply with all federal, state and local statutes and ordinances . 10 . MAINTENANCE AND REPAIRS . (a) Tenant shall at Tenant' s sole cost and expense keep and maintain the Premises clean and in good condition and repair; damage thereto caused by Landlord' s negligence or willful misconduct, from causes beyond the reasonable control of Tenant and ordinary wear and tear excepted. Landlord shall repair and maintain the roof, building systems, and structural portions of the Premises . Subject to the provisions of Section 17 hereof, all damage or injury to the Premises in which the same are located, caused by the act or negligence of Tenant, its employees, agents or visitors, shall be promptly repaired by Tenant at its sole cost and expense, to the reasonable satisfac- 4 411 111 tion of Landlord. After first giving Tenant a reasonable opportunity to make such repairs, Landlord may make such repairs which are not promptly made by Tenant and charge Tenant as additional rent for the cost thereof . Tenant shall upon the expiration or sooner termination of the term hereof surrender the Premises to Landlord in the same condition as when Tenant' s occupation of the Premises commenced, ordinary wear and tear and damage from causes beyond the reasonable control of Tenant excepted. Landlord shall have no obligation to shampoo or replace the carpeting or draperies of the Premises during the term of this Lease or any extension thereof . Landlord shall have no obligation to alter, remodel, improve, repair, decorate, or paint the Premises, and the parties hereto affirm that Landlord has made no representations to Tenant respecting the condition of the Premises except as specifically herein set forth. Tenant waives the right to make repairs at Landlord' s expense under Subsection 1 of Section 1932 , Sections 1941 and 1942 of the California Civil Code, or any other similar law, statute, or ordinance now or hereafter in effect . (b) If the Insurance Services Office or any other similar body or any bureau department or official of the state, county or city government or any governmental authority having jurisdiction, requires or recommends that any changes, modifica- tions, replacements, alterations, or additional equipment be made or supplied in or to any sprinkler system, heat or smoke detec- tion system or any other so called life-safety system of the Premise by reason of Tenant' s business, or the location of partitions, trade fixtures, or other contents of the Premises, or if any such changes, modifications, replacements, alterations or additional equipment become necessary to prevent the imposition of a penalty or charge against the full allowance for any such system in the insurance rate as fixed by said Office or by any insurance company, Tenant shall, at Tenant' s cost and expense, make and supply such changes, modifications, replacements, alterations or additional equipment; provided, however, if such requirements are of a capital nature, Tenant shall have the option to terminate this Lease in lieu of constructing such improvements . 11 . LIENS . Tenant shall keep the Premises and the property upon which the Premises is situated, free from any liens arising out of the work performed, materials furnished, or obligations incurred by Tenant . Tenant further covenants and agrees that should any mechanic' s lien be filed against the Premises for work claimed to have been done for, or materials claimed to have been furnished to Tenant, said lien will be discharged by Tenant, by bond or otherwise, within ten (10) days after Tenant receives notice of the filing thereof, at the sole cost and expense of Tenant . 5 411• 12 . UTILITIES. With the exception of telephone service for Tena'nt' s use, which shall be paid for by Tenant, Landlord shall pay for all water, gas, heat, light, power, and other utilities supplied to the Premises, together with any taxes thereon. 13 . RIGHT OF ENTRY BY LANDLORD. Landlord and its agents shall have the right to enter the Premises at all reason- able times upon prior notice to Tenant for the purpose of examining or inspecting the same, posting notices of non- responsibility, showing the same to prospective tenants, lenders or purchasers of the property of which the Premises are a part, or in the case of an emergency, and to make such alterations, repairs, improvements or additions to the Premises as Landlord may deem necessary or desirable. If Tenant shall not personally be present to open and permit an entry into the Premises at any time when such an entry by Landlord is necessary by reason of emergency, Landlord may enter by means of a master key or pass key or may enter forcibly, without liability to Tenant except for any failure by Landlord or its agents to exercise due care for Tenant' s property, and any such entry by Landlord shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of Tenant from the Premises or any portion thereof . During the last six months of the term, Landlord shall be entitled to display customary "For Rent" signs from the Premises . 14 . INDEMNIFICATION AND WAIVER. Tenant hereby agrees to indemnify and hold Landlord harmless against and from any and all claims of damages or injury arising from Tenant' s use of the Premises and adjacent parking facilities, or from the conduct of its business or from any activity, work, or thing done, permitted or suffered by Tenant in the Premises and adjacent parking facilities, and shall further indemnify and hold harmless Landlord against and from any and all claims arising from any breach or default in the performance of any obligation on Tenant' s part to be performed under the terms of this Lease, or arising from any act, neglect, fault, or omission of the Tenant, or of its agents, employees, visitors, invitees, or licensees, and from and against all costs, attorneys' fees, expenses, and liabilities incurred in or about any such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of such claim, Tenant, upon notice from Landlord, shall defend the same at Tenant' s expense by counsel reasonably satisfactory to and approved by Landlord. Notwithstanding anything contained in the foregoing, when a claim is caused by the joint negligence or willful misconduct of Tenant and Landlord or Tenant and a third party unrelated to Tenant, except Tenant' s agents, employees or invitees, Tenant' s duty to defend, indemnify and hold harmless shall be in proportion to 6 !II 111 Tenant' s allocable share of the joint negligence or willful misconduct. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to Tenant' s property or injury to Tenant' s employees, agents, visitors, invitees and licensees in or upon the Premises and parking facilities, and Tenant hereby waives all claims in respect thereof, from any cause whatsoever, against Landlord, except claims for death, personal injury, property damage or loss which are caused by the failure of Landlord to observe any of the terms and conditions of this Lease (where such failure persists for an unreasonable period of time after written notice of such failure to Landlord) and those claims for death, personal injury, property damage or loss which arise from any willful neglect or willful misconduct omission of the Landlord, or of its agents or employees . Neither party shall be liable to the other for any unauthorized or criminal entry of third parties into the Premises or parking facilities, or for any damage to person or property, or loss of property in and about the Premises, parking facilities and the approaches, entrances, streets, sidewalks or corridors thereto, by or from any unauthorized or criminal acts of third parties, regardless of any breakdown, malfunction or insufficiency of any security measures, practices or equipment provided by Landlord or Tenant . Tenant shall immediately notify Landlord in writing of any breakdown or malfunction of any security measures, practices or equipment provided by Landlord as to which Tenant has knowledge. Landlord shall not be liable to Tenant for interference with the light or other incorporeal hereditaments or for any damage therefrom to Tenant or Tenant' s property from any cause beyond Landlord' s reasonable control . Tenant hereby agrees that in no event shall Landlord be liable for consequential damages, including injury to Tenant' s business or any loss of income therefrom, nor shall Landlord be liable to Tenant for any damages caused by the act or neglect of any other tenant at the property where the Premises are located. 15 . INSURANCE. (a) Tenant shall, at all times during the term hereof and at its own cost and expense, procure and continue in force comprehensive general public liability insurance for bodily injury and property damage, adequate to protect Landlord against liability for injury to or death of any person, arising in connection with the construction of improvements on the Premises or the use, operation or condition of the Premises . Such insurance at all times shall be in an amount of not less than a combined single limit of Two Million Dollars ($2 , 000, 000) , insuring against any and all liability of the insured with respect to said Premises or arising out of the use or occupancy thereof . 7 ti 411 !II (b) All insurance required to be carried by Tenant hereunder shall be issued by responsible insurance companies, qualified to do business in the State of California, reasonably acceptable to Landlord. Each policy shall name Landlord as an additional insured, and copies of all policies or certificates evidencing the existence and amounts of such insurance shall be delivered to Landlord by Tenant at least ten (10) days of execution of the Lease. No such policy shall be cancelable except after thirty (30) days prior written notice to Landlord. Tenant shall furnish Landlord with renewals or "binders" of any such policy at. least ten (10) days prior to the expiration thereof . Tenant agrees that if Tenant does not take out and maintain such insurance, Landlord may (but shall not be required to) procure said insurance on Tenant' s behalf and charge the Tenant the premiums, plus a ten percent (100) handling charge, payable upon demand. Tenant shall have the right to provide such insurance coverage pursuant to blanket policies obtained by the Tenant provided such blanket policies expressly afford coverage to the Premises and to Tenant as required by this Lease. 16 . WAIVERS OF SUBROGATION. Each of the parties hereby waives any and all rights of recovery against the other for loss or damage to such waiving party or its property or the property of others under its control, arising from any cause insured against under the standard form of property damage insurance policy with all permissible extensions and endorsements covering extended perils or under any other policy of insurance carried by such waiving party in lieu thereof, to the extent such policies then in force permit such waiver. 17 . DAMAGE OR DESTRUCTION. (a) In the event the Premises is damaged by any casualty, Tenant shall be responsible for repairing such damage and restoring the Premises, except in the circumstances hereinafter provided. If the Premises is damaged and (A) the repair or restoration thereof, in Landlord' s opinion, cannot be completed within one hundred eighty (180) days of commencement of repair or restoration; or (B) the repair or restoration is not covered by insurance, or the estimated cost thereof exceeds the insurance proceeds available for repair or restoration plus any amount which Tenant is obligated or elects to pay for such repair or restoration; or (C) the estimated cost of repair or restoration of the Premises exceeds fifty percent (50 0) of the full replacement cost of the Premises; or (D) the Premises cannot be restored except in a substantially different structural or architectural form than existed before the damage and destruc- tion, either Landlord or Tenant shall have the option to either terminate this Lease or to repair or restore the Premises . In the event that either party elects to terminate this Lease, the • 8 411 411 terminating party shall give notice to the other within sixty (60) days after the occurrence of such damage, terminating this Lease as of the date specified in such notice, which date shall not be more than thirty (3 0) days after the giving of such notice . In the event such notice is given, this Lease shall expire and all interest of Tenant in the Premises shall terminate on the date specified in the notice, and the rent shall be paid up to the date of the casualty. Landlord shall refund to Tenant the rent theretofore paid for any period of time subsequent to such date. If this lease is not terminated, but if such casualty prevents Tenant from using the Premises as specified herein, Tenant shall be excused from the payment of rent during the period of restoration and repair. (b) Upon any termination of this Lease under any of the provisions of this Article, the parties shall be released thereby, without further obligation to the other, from the date possession of the Premises is surrendered to the Landlord, except for items which have theretofore accrued and are then unpaid. 18 . EMINENT DOMAIN. If the whole of the Premises shall be taken, or such part thereof shall be taken as shall substantially interfere with Tenant' s use and occupancy of the balance thereof, under power of eminent domain, or sold, trans- ferred, or conveyed in lieu thereof, either Tenant or Landlord may terminate this Lease as of the date of such condemnation or as of the date possession is taken by the condemning authority, whichever date occurs later. No award for any partial or entire taking shall be apportioned, and Tenant hereby assigns to Land- lord any award which may be made in such taking or condemnation, together with any and all rights of Tenant now or hereafter arising in or to the same or any part thereof; provided, however, that nothing contained herein shall be deemed to give Landlord any interest in or require Tenant to assign to Landlord any award made to Tenant for the taking of personal property and fixtures belonging to Tenant and removable by Tenant at the expiration of the term hereof, as provided hereunder, or for the interruption of, or damage to Tenant' s business or for Tenant' s relocation expenses recoverable against the condemning authority. 19 . DEFAULT. (a) Any of the following events shall constitute a default under this Lease by Tenant : (i) Failure by Tenant to make any payment of rent or other payment required by this Lease when the same is due, and the continuance of such failure for a period of ten (10) days after notice thereof from Landlord; 9 411 411 (ii) The vacating (except as may be neces- sary to facilitate the re-occupancy of the Premises for a permit- ted use pursuant to an assignment or subletting authorized under the terms hereof) or the abandoning (which is deemed to include absence from the Premises for more than ten (10) days while in default of any material provision of this Lease) of the Premises by Tenant; (iii) Except as expressly permitted under this Lease, any attempted conveyance, assignment, mortgage or subletting of this Lease; (iv) The making by Tenant of a general assignment or general arrangement for the benefit of creditors; the filing by or against Tenant of a petition to have Tenant adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy and the failure of Tenant, or Tenant' s trustee-in-bankruptcy (as the case may be) to assume this Lease within sixty (60) days after the date of the filing of the petition, (or within such additional time as the court may fix for cause within such sixty (6 0) day period) , or the rejec- tion ejec- tion of this Lease by Tenant or the trustee of Tenant during such sixty (60) day period; or if this Lease is assumed, then the failure of Tenant or the trustee to comply with the provisions of Section 19 (e) hereof; the taking of any action at the corporate level by Tenant to authorize the filing of a petition-in-bank- ruptcy on behalf of Tenant; the appointment by a court other than a bankruptcy court of a trustee or receiver to take possession of substantially all of Tenant' s assets located at the Premises or of Tenant' s interest in this Lease unless possession is restored to Tenant within thirty (30) days; in the event this Lease is assumed by a trustee appointed for Tenant or by Tenant as debtor- in-possession under the provisions of Section 19 (e) hereof and, thereafter, the Tenant is either adjudicated a bankrupt or files a subsequent Petition for Arrangement under Chapter 11 of the Bankruptcy Code; (v) The attachment, execution or other judi- cial seizure of substantially all of Tenant' s assets located at the Premises or of Tenant' s interest in this Lease, where such seizure is not discharged within thirty (30) days; (vi) The failure by Tenant to observe or perform any covenant, condition, or provision in this Lease not already specifically mentioned in this Section 19 (a) , where such failure is material and continues for thirty (3 0) days after written notice from Landlord notifying Tenant of such failure; provided, however that if the nature of Tenant' s default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commenced to cure such default within said 30-day period and thereafter diligently prosecutes such cure to completion. 10 111 411 (vii) If Tenant shall be adjudicated insol- vent pursuant to the provisions of any present or future insol- vency law under the laws of the State of California, or if any proceedings are filed by or against such Guarantor under the United States Bankruptcy Code (11 U. S. C. §101 et seq. ) , or any similar provisions of any future federal bankruptcy law, or if a receiver or a trustee of the property of Guarantor shall be appointed under California law by reason of Tenant' s or the Guarantor' s insolvency or inability to pay its debts as they become due or otherwise; or if any assignment shall be made of Guarantor' s property for the benefit of creditors under Califor- nia law. (b) In the event of any default by Tenant, Land- lord may promptly or at any time thereafter, upon notice and demand and without limiting Landlord in the exercise of any other right or remedy which Landlord may have by reason of such default or breach: (i) Terminate Tenant' s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. In such event, Landlord shall be entitled to recover from Tenant : (A) The worth at the time of award of the unpaid rent which had been earned at the time of termination; (B) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of the award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; (C) The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss the Tenant proves can reasonably be avoided; and (D) Any other amount necessary to com- pensate Landlord for all detriment proximately caused by Tenant' s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom including, but not limited to, the cost of recovering possession of the Premises, expenses of reletting (including advertising) , brokerage commissions and fees, costs of putting the Premises in good order, condition and repair, including necessary renovation and alteration of the Premises, reasonable attorney' s fees, court costs, all costs for maintaining the Premises, all costs incurred in the appointment of and performance by a . receiver to protect the Premises or Landlord' s interest under the Lease, and any other reasonable cost . 11 411 411 The "worth at the time of award" of the amounts referred to in subsections (A) and (B) above shall be computed by allowing interest at the rate of 10% per annum. The "worth at the time of award" of the amount referred to in subsection (C) above shall be computed by discounting such amount at one (1) percentage point above the discount rate of the Federal Reserve Bank of San Francisco at the time of award; or (ii) Pursue any other remedy now or here- after available to Landlord under the laws or judicial decisions of the State of California. (c) Even though Tenant may have breached this Lease and abandoned the Premises, at Landlord' s option this Lease shall continue in effect for so long as Landlord does not ter- minate Tenant' s right to possession, and Landlord may enforce all of its rights and remedies hereunder, including the. right to recover rent as it comes due under this Lease, and in such event Landlord will permit Tenant to sublet the Premises or to assign its interest in the Lease, or both, with the consent of Landlord, which consent will not unreasonably be withheld provided the proposed assignee or sublessee is reasonably satisfactory to Landlord as to credit and will occupy the Premises for the same purposes specified herein. For purposes of this subsection (c) , the following shall not constitute a termination of Tenant' s right to possession: (i) acts of maintenance or preservation or efforts to relet the Premises; or (ii) the appointment of a receiver under the initiative of Landlord to protect Landlord' s interest under this Lease . (d) Tenant hereby acknowledges that late payment by Tenant to Landlord of rent and other charges due under this Lease will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to processing and accounting charges, and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed covering the Premises . Accordingly, if any installment of rent or any other charge due from Tenant is not received by Landlord or Landlord' s designee within ten (10) days after notice from Landlord that such amount shall be due, then, at Landlord' s election and upon Landlord' s demand, Tenant shall pay to Landlord a late charge equal to six percent (6%) of such overdue amount, and in such event the parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of the late payment by Tenant . No late charge may be imposed more than once for the same late rental payment . Accep- tance of such late charge by Landlord shall in no event consti- tute a waiver of Tenant' s default with respect to such overdue amount, nor prevent Landlord from exercising any other rights and remedies granted to it hereunder. 12 411 410 (e) In the event of the occurrence of any of the events specified in Section 19 (a) , if Landlord 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 Landlord hereunder or by law, neither Tenant, as debtor-in-possession, nor any trustee or other person (hereinafter collectively called the "Assuming Tenant" ) shall be entitled to assume this Lease unless, on or before the date of such assumption, the Assuming Tenant cures, or provides adequate assurance that the latter will promptly cure, any existing default under this Lease, compen- sates, or provides adequate assurance that the Assuming. Tenant will promptly compensate, Landlord for any pecuniary loss (in- cluding, without limitation, attorneys' fees and disbursements) resulting from such default, and provides adequate assurance of future performance under this Lease, it being covenanted and agreed by the parties that, for such purposes, any cure or com- pensation shall be effected by the immediate payment of any monetary default of any required compensation, or the immediate correction or bonding of any nonmonetary default; any "adequate assurance" of such cure or compensation shall be effected by the establishment of an escrow fund for the amount at issue or by bonding, and "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 Landlord and Tenant and the foregoing provision has a material part of the consideration for this Lease . 20 . ASSIGNMENT AND SUBLETTING. (a) Tenant acknowledges that the Premises are uniquely beneficial to the operator of the cable television franchise in the City of Rancho Palos Verdes . Therefore, Tenant shall not assign or transfer this Lease, or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the invitees, agents and servants of Tenant excepted) to occupy or use the Premises, or any portion thereof, or agree to any of the foregoing, without in each case first obtaining the written consent of Landlord, in accordance with subsection (b) , below. Tenant shall not pledge, hypothecate or encumber this Lease, or any interest therein, without in each case first obtaining the written consent of Landlord, which consent shall not unreasonably be withheld or delayed. Any such assignment, transfer, pledge, hypothecation, encumbrance, sublease or occupa- tion of, or the use of the Premises by any other person without such consent, shall be void. It shall be reasonable for Landlord to withhold consent to the assignment of the Lease or a sublease of the Premises to any entity other than a successor franchisee of Tenant' s cable television service to Rancho Palos Verdes; provided, however, if Landlord disapproves the assignment of this 13 , • 411 Lease or the subletting of the Premises after having received the information set forth in subsection (b) below, Tenant shall thereupon have the option, upon sixty (60) days prior written notice to Landlord, to terminate this Lease. Neither this Lease nor any interest therein shall be assignable as to the interest of Tenant by operation of law, without the written consent of Landlord. Any consent to any assignment, transfer, pledge, hypothecation, encumbrance, sublease or occupation or use of the Premises by any other person which may be given by Landlord shall not constitute a waiver by Landlord of the provisions of this Section 20 or a release of Tenant from the full performance by it of the covenants herein contained. (b) If Tenant desires at any time to assign this Lease or sublet all or any portion of the Premises, Tenant shall comply with the following terms and conditions : (1) Tenant shall first notify Landlord at least twenty (2 0) days prior to the proposed effective date of the assignment or sublease, in writing, of its desire to do so and shall submit in writing to Landlord (1) the name of the proposed sub-tenant or assignee, (2) the terms and conditions of the proposed sublease or assignment and (3) financial statements for the two most recent completed fiscal years of the proposed sub-tenant or assignee, and a bank reference. Thereafter, Tenant shall furnish such supplemental information as Landlord may reasonably request concerning the proposed sub-tenant or assig- nee . At any time within fifteen (15) days after Landlord' s receipt of the information specified above, Landlord may by written notice to Tenant elect to (1) consent to the sublease or assignment, or (2) reasonably disapprove of the sublease or assignment, setting forth in writing Landlord' s grounds for doing so. Such grounds may include, without limitation, a reputation for financial reliability on the part of the proposed sub-tenant or assignee which is unsatisfactory in the reasonable judgment of Landlord. Such determination may be made by staff members of Landlord duly authorized by Landlord. If Landlord consents to the sublease or assignment within the fifteen (15) day period, Tenant may thereafter enter into such assignment or sublease of the Premises, or a portion thereof, upon the terms and conditions and as of the effective date set forth in the information furnished by Tenant to Landlord. (2) Notwithstanding Landlord having granted its consent to any assignment of subleasing, prior to the effec- tive date of any assignment or the commencement date of any sub- lease, Landlord shall be furnished with (A) a copy of the fully executed sublease or assignment of lease agreement, and (B) Tenant' s written certification of the sums contributed by Tenant, if any, for leasehold improvements to be made (by a contractor approved by Landlord) to the subleased or assigned portion of the Premises (at no cost or expense to Landlord) in connection with 14 411 410 said subleasing, and any other reasonable out-of-pocket conces- sions furnished to such sublessees or assignees by Tenant; (3) Tenant shall pay to Landlord as addi- tional rent, within five (5) business days following the due date of such sums : (a) fifty percent (5M 0) of the amount by which (i) the rent payable by such assignee, sublessee or sublessees to Tenant throughout the term exceeds (ii) the rent otherwise payable by Tenant to Landlord under this Lease; plus (b) fifty percent (500) of all other consideration payable for the assign- ment or sublease of this Lease, including but not limited to, key money and excess security deposit . This covenant shall survive the expiration of the term of this Lease; (4) Any notice by Tenant to Landlord pursuant to this Section 20 (b) , of a proposed assignment or subletting, shall be accompanied by a payment of $250 as a non-refundable fee for Landlord' s time and the processing of Tenant' s request for Landlord' s consent, to reimburse Landlord for attorney' s fees incurred by Landlord in connection with such review and the preparation of documents in connection therewith. (c) Notwithstanding anything contained herein to the contrary, Tenant may assign or sublet the Premises, or any portion thereof, without Landlord' s consent and without payment of the additional rent in Section 20 (b) (3) and the fee in Section 20 (b) (4) except as disclosed in Section 4 , following delivery of written notice thereof to Landlord, to any corporation which controls, is controlled by, or is under common control with Tenant, or to any corporation resulting from the merger or consolidation with Tenant or to any person or entity which acquires all of the assets or stock of Tenant as a going concern of the Tenant' s cable television business . (d) Each permitted assignee, transferee or sub- lessee, other than Landlord, shall assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of the rent and for the due performance or satisfaction of all of the provisions, covenants, conditions and agreements herein contained on Tenant' s part to be performed or satisfied. No permitted assignment shall be binding on Landlord unless such assignee or Tenant shall deliver to Land- lord a counterpart of such assignment which contains a covenant of assumption by the assignee, but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge the assignee from its liability as set forth above . (e) Tenant expressly acknowledges that the limita- tions and restrictions on its right to assign this Lease or to sublet the Premises, as set forth in this Section 20, are a part of the economic terms of this Lease that were expressly bargained 15 i • 411 411 for at the time this Lease was entered into by Landlord and Tenant . 21 . ESTOPPEL CERTIFICATES . Tenant shall at any time and from time to time, upon not less than thirty (30) days' prior written notice from Landlord, execute, acknowledge, and deliver to Landlord a state- ment in writing certifying, affirming or confirming certain information including, without limitation, that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the dates to which the rental, if any, and other charges, if any, are paid in advance, and acknowledging that there are not, to Tenant' s knowledge, any uncured defaults on the part of Landlord hereun- der, and no events or conditions then in existence which, with the passage of time or notice or both, would constitute a default on the part of Landlord hereunder, or specifying such defaults, events, or conditions, if any are claimed. It is expressly understood and agreed that any prospective purchaser or en- cumbrancer of all or any portion of the Premises or of the real property of which it is a part shall be entitled to rely upon any such statement . Tenant' s failure to deliver such statement within such time shall, at the option of Landlord, constitute a material breach or default under this Lease . If such option is not so exercised by Landlord (and despite any later delivery by Tenant of such statement) , Tenant' s failure to deliver same in a timely manner shall be conclusive upon Tenant that (i) this Lease is in full force and effect without modification except as may be represented by Landlord; (ii) there are no uncured defaults in Landlord' s performance; and (iii) not more than two (2) months' rental has been paid in advance . 22 . INTEREST ON PAST DUE OBLIGATIONS . Except as otherwise expressly provided in this Lease, any amount due from Tenant to Landlord hereunder which is not paid when due shall bear interest at the highest rate then allowed to be charged by non-exempt lenders under the usury laws of the State of Califor- nia from the date due until the date paid. 23 . SUBORDINATION. (a) This Lease, at Landlord' s option, shall be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security now or hereafter placed upon the real property of which the Premises are a part and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions 16 111 thereof . Notwithstanding such subordination, Tenant' s right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms . If any mortgagee, trustee or ground lessor shall elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof . (b) Tenant agrees to execute any documents reasonably required to effectuate an attornment, a subordination or to make this Lease prior to the lien of any mortgage, deed of trust or ground lease, as the case may be . Tenant' s failure to execute such documents within thirty (30) days after written demand shall constitute a material default by Tenant hereunder. 24 . SALE OR TRANSFER BY LANDLORD. In the event of any transfer or transfers of Landlord' s interest in the Premises, other than a transfer for security purposes only, the transferor shall automatically be relieved of any and all obligations and liabilities on the part of the Landlord accruing from and after the date of such transfer; provided, however, that any funds in the hands of Landlord in which Tenant has an interest, at the time of such transfer, shall be turned over to the transferee and upon such transfer, Landlord shall be discharged from any further liability with reference to such funds . The covenants and obli- gations of Landlord contained in this Lease shall be binding upon Landlord, its successors and assigns only during their respective periods of ownership. 25 . LANDLORD' S RIGHT TO CURE DEFAULTS. (a) All covenants and agreements to be performed by Tenant under any of the terms of the Lease shall be at its sole cost and expense and, except as otherwise specifically provided herein, without any abatement of rent . If Tenant shall fail to pay any sum of money, other than rent, required to be paid by it hereunder or shall fail to perform any other act on its part to be performed hereunder, and such failure shall continue for thirty (30) days after notice thereof by Landlord, Landlord may, but shall not be obligated so to do, and without waiving any rights of Landlord or releasing Tenant from any obligations of Tenant hereunder, make such payment or perform such other act at Tenant' s cost . All sums so paid by Landlord and all such necessary incidental costs together with interest thereon from the date of such payment by Landlord in connection 17 411 with the performance of any such act by Landlord shall be consi- dered rent hereunder. Except as otherwise in this Lease express- ly provided, Tenant shall promptly reimburse Landlord for such advances as additional rent, and such rent shall be payable to Landlord on demand, or at the option of Landlord, in such in- stallments as Landlord may elect and may be added to any other rent then due or thereafter becoming due under this Lease, and Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of the nonpayment thereof by Tenant as in the case of default by Tenant in the payment of any other rent due hereunder. (b) Landlord shall not be deemed to be in default in the performance of any obligation required to be performed by it hereunder unless and until it has failed to perform such obli- gation for thirty (30) days after written notice by Tenant to Landlord specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord' s obligation is such that more than thirty (30) days are required for its performance then Landlord shall not be deemed to be in default if it shall commence such performance within such thirty (30) day period and thereafter diligently prosecute or pursue the same to completion. In no event shall Tenant have the right to terminate this Lease as a result of Tenant' s default, and Te- nant' s remedies shall be limited to damages or an injunction. 26 . HOLDING OVER. Should Tenant, with or without Landlord' s written 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 . The foregoing provisions of this Article are in addition to and do not affect Landlord' s right of re-entry or any other rights of Landlord hereunder or as otherwise provided by law. If Tenant fails to surrender the Premises upon the expiration of this Lease despite demand to do so by Landlord, Tenant shall indemnify and hold Landlord harmless from all losses or liability, including without limitation, any claim made by any succeeding tenant founded on or resulting from such failure to surrender, and any loss of rent from prospective tenants . 27 . WAIVER. (a) No delay or omission in the exercise of any right or remedy by either party to this Lease on the occurrence of any default by the other party to this Lease shall impair such a right or remedy or be construed as a waiver. The receipt and acceptance by Landlord of delinquent rent shall not constitute a 18 ` waiver of any other default; it shall constitute only a waiver of timely payment for the particular rent payment involved. No act or conduct of Landlord, including, without limitation, the accep- tance of the keys to the Premises, shall constitute an acceptance of the surrender of the Premises by Tenant before the expiration of the term. Only written notice from Landlord to Tenant shall constitute acceptance of the surrender of the Premises and accom- plish a termination of the Lease . Landlord' s consent to or approval of any act by Tenant requiring Landlord' s consent or approval shall not be deemed to waive or render unnecessary Land- lord' s consent to or approval of any subsequent act by Tenant . Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of the Lease. (b) No acceptance by Landlord of a lesser sum than the rent then due shall be deemed to be other than on account of the earliest installment of such rent due, nor shall any endorse- ment or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord' s right to recover the balance of such installment or pursue any other remedy in this Lease provided. The delivery of keys to any employee of Landlord or to an agent of Landlord or any employee thereof shall not operate as a termination of this Lease or a surrender of the Premises . 28 . FORCE MAJEURE. Whenever a day is appointed herein on which, or a period of time is appointed within which, either party hereto is required to do or complete any act, matter or thing, the time for the doing or completion thereof shall be extended by a period of time equal to the number of days on or during which such party is prevented from, or is unreasonably interfered with, the doing or completion of such act, matter or thing because of strikes, lock-outs, embargoes, unavailability of labor or materials, wars, insurrections, rebellions, civil dis- order, declaration of national emergencies, acts of God, or other causes beyond such party' s reasonable control (financial ina- bility excepted) ; provided, however, and nothing contained in this Section 28 shall excuse Tenant from the prompt payment of any rental or other charge required of Tenant hereunder, except as specifically provided in Section 17 hereof to the contrary. 29 . SURRENDER OF PREMISES. (a) The voluntary or other surrender of this Lease by Tenant to Landlord, or a mutual termination thereof, shall not work a merger, and shall at the option of Landlord, operate as an assignment to it of any or all subleases or subtenancies affect- ing the Premises . 19 411 (b) Upon the expiration of the term of this Lease, or upon any earlier termination of this Lease, Tenant shall quit and surrender possession of the Premises to Landlord in as good order and condition as the same are now or hereafter may be improved by Landlord or Tenant, reasonable wear and tear and repairs which are Landlord' s obligation excepted, and shall, without expense to Landlord, remove or cause to be removed from the Premises all debris and rubbish, all furniture, equipment, business and trade fixtures, free-standing cabinet work, moveable partitioning and other articles of personal property owned by Tenant or, installed or placed by Tenant at its expense in the Premises, and all similar articles of any other persons claiming under Tenant unless Landlord exercises its option to have any subleases or subtenancies assigned to it, and Tenant shall repair all damage to the Premises resulting from such removal . (c) Any property of Tenant not removed by Tenant upon the expiration of the term of this Lease (or within forty- eight (48) hours after a termination or re-entry by Landlord pursuant to Section 19 hereof) shall be considered abandoned. Landlord shall give Tenant notice of its right to reclaim aban- doned property pursuant to California Civil Code §1980 et seq. , and may, thereafter, remove any or all of such items and dispose of the same in any manner or store the same in a public warehouse or elsewhere for the account and at the expense and risk of Tenant . Tenant hereby grants to Landlord a security interest in said abandoned property, in the event it is not reclaimed within the statutory period. If Tenant shall fail to pay the cost of storing any such property after it has been stored for a period of thirty (30) days or more, Landlord may sell any or all of such property at public or private sale, in such manner and at such time and places as Landlord, in its sole discretion, may deem proper without notice to or demand upon Tenant, and shall apply the proceeds of such sale : first, to the costs and expenses of such sale, including reasonable attorneys' fees actually incur- red; second, to the payment of the costs for the removal and storing of any such property; third, to the payment of any other sums of money which may then or thereafter be due to Landlord from Tenant under any of the terms hereof; and fourth, the ba- lance, a- 1ance, if any, to Tenant . (d) Tenant shall, at least ninety (90) days before the last day of the term hereof, give to Landlord a written notice of intention to surrender the Premises on or before that date, but nothing contained herein shall be construed as an extension of the term hereof or as consent of Landlord to any holding over by Tenant . 20 r 111 411 30 . MISCELLANEOUS . (a) Any provision of this Lease which shall prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision hereof and such other provi- sions shall remain in full force and effect . (b) 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 all reasonable costs and expenses, including attorney' s fees, incur- red therein. Moreover, if either party hereto without fault is made a party to any litigation instituted by or against any other party to this Lease, such other party shall indemnify Landlord or Tenant, as the case may be, against and save it harmless from all costs and expenses, including reasonable attorney' s fees, incur- red by it in connection therewith. (c) Each of Tenant' s covenants herein is a condi- tion and time is of the essence with respect to the performance of every provision of this Lease, and the strict performance of each shall be a condition precedent to Tenant' s right to remain in possession of the Premises or to have this Lease continue in effect . (d) 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. (e) The terms "Landlord" and "Tenant" as used herein shall include the plural as well as the singular, and the neuter shall include the masculine and feminine genders . (f) This Lease and the exhibits and any rider or addendum 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 or their successors in interest . (g) The submission of this Lease by Landlord, its agent, or representative for examination or execution by Tenant does not constitute an option or offer to lease the Premises upon the terms and conditions contained herein or a reservation of the Premises in favor of Tenant, it being intended hereby that this lease shall only become effective upon the execution hereof by Landlord and delivery of a fully executed counterpart hereof to Tenant . 21 • • (h) This Lease shall be interpreted and enforced in accordance with the laws of the State of California, which shall apply in all respects, including statutes of limitation, to any disputes or controversies arising out of or pertaining to this Lease . (i) Upon Tenant' s paying the rent and other sums provided hereunder, and observing and performing all of the covenants, conditions, and provisions on Tenant' s part to be observed and performed hereunder, Tenant shall have quiet posses- sion of the Premises for the entire term hereof, subject to all of the provisions of this Lease . (j ) Except as otherwise provided in this Lease, all of the covenants, conditions, and provisions of this Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representa- tives, successors, and assigns . (k) Any notice required or permitted to be given hereunder shall be in writing and may be given by personal delivery or by certified mail, return receipt requested, address- ed to Tenant or to Landlord at the addresses provided in Section 1 (d) hereof . Either party may by notice to the other specify a different address for notice purposes . A copy of all notices to be given to Landlord hereunder shall be concurrently transmitted by Tenant to any other party hereafter designated by notice from Landlord to Tenant . (1) The rent and all other sums payable under this Lease, must be paid in lawful money of the United States of America. If the amount of rent or any other payment due under this Lease violates the terms of any governmental restrictions on such rent or payment, then the rent or payment due during the period of such restrictions shall be the maximum amount allowable under those restrictions . Upon termination of the restrictions, Landlord shall , to the extent it is legally permitted, recover from Tenant the difference between the amounts received during the period of the restrictions and the amounts Landlord would have received had there been no restrictions . (m) The text of this Lease shall be construed, in all respects, according to its fair meaning, and not strictly for or against either Landlord or Tenant . (n) This Lease shall not be recorded, except that if Landlord requests Tenant to do so, the parties shall execute a memorandum of this Lease in recordable form and Tenant shall execute and deliver to Landlord on the expiration or termination of this Lease, immediately on Landlord' s request, a quitclaim deed to the Premises, in recordable form, designating Landlord as transferee . All expenses incurred shall be borne by Landlord. 22 . IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first above written. City of Rancho Palos Verdes Times Mirror Cable Television, -c. "Landlord" "Tenant" By 'v` Z-ci By MAYOR Date_75-/*-- Date III* Attest : By tgiae ,ti1e.44.€P City Clerk 23