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CONTRACT 3494 Other
0 %/1 ?105 14:4'3 31032�2�8134 PACIFIC CORP TOWEPE PAifE 03;`',24 3494 . . TENANT CERTIFICATE AND AGREEMENT TO ReliaStar Life Insurance Company, a Minnesota corporation, having an address c/o LNG Investment Management 5780 Powers perry Road, NNV, Suite 300, Atlanta, Georgia 3032.7 -4349, together with its successors and assigns ( "Lender ") THIS IS TO CERTIFY THAT: The undersigned has been advised that Lender intends to make a loan secured by a. first mortgage, deed of trust or deed to secure debt, security agreement and assignment of rents and leases (the "Mortgage ") on those certain premises commonly known as 222 North Sepulveda Blvd., Suite CPH002 (the "Premises "), in which the undersigned currently occupies 32 square feet on the roof under a Transmission Device Area Lease, dated June 13, 2000 (the "Lease ") between the undersigned ( "Tenant ") and Pacific Corporate Towers LLC, a Delaware limited liability company ( "Landlord "). Incident to Lender's proposed loan and mortgage, and at Lender's request, Tenant hereby certifies as follows: Tenant is the holder of the lessee's interest under the Lease and is in sole possession of the Premises Tenant has not subleased all or any part of the Premises or assigned the Lease or otherwise transferred its interest in the Lease. 2. The Lease, is in full force and effect, constitutes the entire agreement bctween Landlord and Tenant, and has not been modified, changed, altered, amended or supplemented in any respect (except as may be indicated at the end of this Paragraph 2) and is the only lease or agreement between Tenant and Landlord affecting said Premises. Tenant will not enter into any material modification of the Lease without the prior written consent of Lender. 3. The Tenant has accepted and now occupies the Premises and is and has been open for business in the premises July 1, 2000. The conduct of such business falls within the uses stipulated in the Lease. The Lease term commenced July 1, 2000 and is currently scheduled to expire June 30, 2005, If there are any rights of extension or renewal remaining under the terms of the Lease, the same have not, as of the date of this Tenant Estoppel Certificate, been exercised. 4. Tenant has made no agreements with Landlord or its agents or employees concerning, and has no right to, free rent, partial rent, rebate of rental payments or any other type of rental concession (except as may be indicated at the end of this Paragraph 4). If none, state "none." $2,600.00 in prepaid rent. JUL-151- _005 1,4: �� 310 : `?813;- 9p; : P. �O 8 15/21005 14:49 3183'228194 Pr iFiC CORP TOWERS PAGE 04'24 3494 5. Tenant is current in payment of all fixed rent and other charges due to be paid under the Lease, with .minimum rent paid in :full for the period May 31, 2003. The monthly minimum (i.e. fixed) rent is $650.00. No rent or other sum payable under the Lease is being paid in arrears. No rent or other sum payable under the Lease has been paid in advance of the due date thereof, and Tenant hereby agrees with Lender that it shall not pay any minimum rent or any other sum due or to be paid under the Lease more than thirty (30) days in advance of the due date thereof. A security deposit of $0.00 has been paid to the Borrower as Landlord under the Lease. 6. All of the obligations on the part of Landlord under the Lease to construct and deliver the Premises and any common areas including parking have been satisfactorily performed by Landlord and all obligations for the performance of any construction, work or installation of any equipment, have been carried out. Tenant has no claim or lnowledge of any claim against the holder of Landlord's interest on account of any default or failure of performance under the .Lease. As of the date hereof, Tenant is entitled to no offset or deduction in rent and has no claim or defense to the payment of any obligation under the Lease. Any and all concessions payments, credits, allowances or abatements for tenant improvement work due Tenant under the Lease has been paid by the Landlord or received by Tenant except as follows: If none, state "none." None. No notice of default under the Lease has been given by Tenant to Landlord; no notice of default has been received by Tenant from Landlord; and, to the best of Tenant's knowledge, information and belief, (a) no condition exists which might give rise to a JU default under the Lease, and (b) no claim of any nature exists by Tenant under the Lease against Landlord or the Premises. 9. Neither Tenant nor, to the best knowledge of Tenant, Landlord is in violation of any exclusive use, radius or non - competition clause in the Lease or in any Lease of any space in the Property. 10. The Lease contains and Tenant has no outstanding options or rights of first refusal to purchase the Premises demised by the Lease 6r any part thereof or the real property of which such premises are a part. 11. No actions, whether voluntary or otherwise, are pending against Tenant under the bar_lo-uptcy or other insolvency laws of the United States or of any state thereof. 12. This Lease is, and at all times shall be, subordinate to the Mortgage (as the same may be modified, amended, consolidated, supplemented, increased, renewed, extended and/or repaced). 13. Terant agrees that in the event of a default by Landlord under the Lease, Tenant shall provide Lender with thirty (30) days notice and right (but not the obligation) to cure provided; however, that if Lender elects to cure and such cure cannot be completed JIJL -15- ?005 14: 5 :_) 31 O.J P.04 07/15'1005 14:45 3183228194 4 . PAi 07r 15/2005 14:45 3103228134 PACIFIC COPP TOi:JEPS PA(-::E 05/24 V r TRtNSAIISSION DEVICE AREA LEASE This Transmission Device Arca Lease ( "Lease ") is made and entered inin as of this 13th day of Tune, 2000 by and between PACIFIC COR.uORATE TOWERS LLC, a Delaware limited liability company ("Landlord ") and the CITY OF EL SEGLINDO ( Trsant" ). AItT=1 PREMISE Landlord hereby !cares to Tenant and Tenant hereby leases fiom Landlord a portion of the Transmission Room (as defined below) and art area comprising approximately thirty -two (32) square feet on the roof ( "P.00Rop Space ") of the building whose address is 222'x. Sepuiveda Blvd., Et Segundo, California ( "IIuildinE "), as designated on the exhibit and plan attached hereto as Exhibit "A" and incorporated hcrcin, of the project now Known as Pacific Corporate To.von (die "Proicct ") for the term and upon the terms acid conditions hereinafier set forth (tile Rooftop Spzcc and the portion, of the Transmission Room leased by Tenant are hereoftcr referred to eollcctivcly as the "Premises "). Subject to all of the terms and conditions of this Lease, Tenant may utilize seventy -nine (19) square feet of die janitorial closet on the tiv^nty -third (23rd) floor of the Building ("Transmission Room "), which is more particularly described on Exhibit "B" ttachcd hereto and incorporatcd herein, for the placemenl and operation of" Tenant's transmission equipment; provided: however, Tenant shall be responsible, at Tenant's sole cxpense, for the ventilation and sir conditioning required for Tenant's transmission cquipinent ARTICLE 2 TERM 2.1 Term. This Lease shall be for a period of five (5) y=s ( "Lease Term ") commencing on July I, 2000 ( "Commericcmcnt Date ") and terminating on the day that is prior to the fifth (5th) anniversary of the Corimcnccrneni Date AR7 -,CT 3 BASIC RFNT 3.1 L'sic Rent, Tenant shat) pay to Landlord iu rent for the Frcmises during thr, -case Term (`Basic Pent ") the sum of Six Hiincircd Fifty Dot!ars ($650.00) per month. Basic Rent ;hall be payable in advance on the first (1st) (Iny of ea_li calendar r-ond, during the Ie ice Term. Additionally, Tenant ;hall pay for all costs anal expenses incurred in conn.cction with or rclzted to tite construction, installation, wL. maintenance, repair, up rack, operation, removal, and any other costs and cxpense; related ro the Premises, Antennae Facilities (at defined in Article 4) or the use thereof. Basic Rent and aniourts designated as rent and any other ainow-,is due c nd owing Tenant to Landlord hereunder shall be paid to Landlord, without any prior demand therefor and without any abat :men; deduction or offset whatsoever, in lawful money of the Lrnted Ststcs of America at the addre s of Landlord designated in ;action 23.7 or to such other person, or at uch other place as Landlord may from time 10 time designate in writing, 3 2 Cost of Electricity. Landlord shall cause an electric meter to be installed to measure the amount of electric cunent supp!icd tn, ilic Premises including, but not limited to, the electric current supplied in connection with the Antennae F:actlitis. The cost of s::ch meter and installation, maintaisince and repair thereof shalt be paid by Tenant; -within thirty (30) days afrtr the date or Landlord's invoice therefor. Tenant shall pay to Landlord; within thirty (30) days after the date of 'Landlord's invoice, die costs for all electricity supplied to the Premises as shown on the meter at the averagc rate charged for such service by the loca! p.ILtic utility, Pius any additional cxpense incurred by Landlord in kccpin- account of the electricity so consumed. Landlord sliali not be liable for, and there shall be no rent abatement as a result of, any interruption in electrical service to the ntennae ar_,'it1e,. In the even- of such interruption, Ten, may use cicetriciri from the Project's emerg.ricy gencralors to operate the Antcanac Facilities; provided, however, that Landlord shalt have no !iabitiry to Tenant, nor 2hfdl then, be any abatement of rent, ir` electricity is not available front the project's emergency generator for any reason whatsoever. T•man' slia!I indemnifv, defend and hold Landlord harmless from nny loss. cost.. damage, liability or cxpense ( including attorney; fees and costs) arising out of any interruption in electrical Service to the Antennae Facilities, including clnim: arising out: of unavailability of electrical service rtom tt•,e Frojcct's cmcrgcncy genera.rors. ARTICLE USE: ACCESS �Haua72021 t 0l•:)729036120c4 7UL- 157-20051 14: E? 1.133? 2 O1O,a 98. P. Eth 97i15121Pt05 14:49 3103229134 PACIFIC COPP TOiWEPS PAGE 07x'24 3494 - ' 1.1 Use. Subject to the provisions of Article 5 below, Tenant shall use tike Premises to construct, install, use, maintain, repair, upgrzdc, operate and rgmovc antennae and related equipment and facilities used in the operation of Tenant's commit :icatiens system ("rintennac faeilitir -s "). Subject to Landlord's prior written approval in accordance with Section 5, 1, ":pant may install necessary conduits and sleeving from the ?rem s -s to a "point of connection" within the Building. All such conduit: and sleeving shall be considcrcd part of the Antennae Facilities. Tenant agrees that it will use the Premises in such a manner so as not to interfere with or infringe the rights of other tenants in the Protect. Tenant shall, at its sole cos! and expense, promptly comply xith zJJ laws, suttueS, ordinances and govcrnmentzj regulations or requirements now in force or which may hereaf cr be in force rcladng to cr affecring the Antennas Facilities or the condition, use or occupancy of the Premises. Tana ^:t shall rot do or permit to be done anything which will mvalidat: or incr.sa the cost of any tire and extended coverage insurance policy covering the Project and /or the property located therein and Tenant shall comply twirh all rules, orders, regulations and requirement: of any organization which set:, cut standards, requirement; or rcommendations commonly referred to by major firs insurarce urdervvrirr, Tenant shall promptly upon demand reimburse Landlord for any additional premium charges for such policy by reason c f Tenant's f. ilur: to comply with the provisions of this Artrcic, 4.2 Access to Roof! Ten.:r.t shall have tie right to access the Antennae Facilities during the Building's oflIce hours of 3 a iii, to G p.m, Monday through Friday and 9 a.m. to 1 p.m. Saturdays (local and national holidays excepted) upon, 24 hours prior notice to Landlord. For cmrrgency access outside of the foregoing; hours, Tenant. shall contact the Building's operation mansE;er or peen: -four (24) hour security supervisor to schedule escorted access at an initial cost to Tenant of Forty -five Dollars ($45,00) per ranee ;t plus Forty Dollars ($;10.00) for h: time spent at the Premises by Landlord's representatives. The foregoing costs shall be subj .:t to change from time to time by Landlord ba::ed on Landlord's cost of labor, 4.3 Non- Exclusivc Use of Roof. NotwtthstandinG any other provision contained in this Lease. Tenant's right to use the roof d the Building to install the An:ennae Facilitics is subject to the rights of Lzndlord and other tenants in the Project (:otlectively, the "Odncr Us rss ") to place equipment on the roof of the Building and to prohibit the installation of any equipment which vould cause any interference with the Other Users to place and use equipment on he too, of the Building, Tenant acknowlcdtes that its right to use the roof is non - exclusive. Landlord gives no assurances or guarantees that Tenant's radio sirnat, frequency or equipment \.vill not be inur *_red with as a result cf the placement of the respective equipment of Tenant and the Other Users. T--nant hereby waives and releases Landlord and its agent, employees and representatives from and against any and all d_ma, es, lasses, elnlm& injuries, liabilities, actions, costs and oml!rses:trising from or related to any interference with Tcnarht's radio siei:al, frequency or quipmera. 4.4 Entry by Landlord. Landlord rescn -es and sW at any and all times have the right to enter the Premises for any and all purpost,; rerizonably d--termined by Landlord. Landlord shall use reasonahy efforts no: to unrasonahly interfere with Tcnarr's .is_ of the Premises during such entry, Tomtit (hereby waives any claim for damages for any injury for inconvenience to or interr"erenee with Tenants business, any loss of occupancy or quiet enjoyment of the Premises, and amt other loss occasioned ARTICLE 5 LANDL0RDD S APPRO RE 0 _CA TION 5 1 Landlord's APP -oval, Tenant's method of construction, installation, maintenance and removal of the Antennae pacilitics shall be subject to Landlord's prior vvrittcn approval, which Landlord may give or withhold in its reasonahlc discretion, as to the size, bulk and amhedc appearance of the Antennae Pncilities, the initial Iccatior, and relocation of the Antennae Facilities on the roof of the Buildine, and the method of the installation of conduits and sleeving extending from the roof of the Building. In no event shall Tenant's construction, installation, maintenance or removal of the Antennae Facilities damage or penetrate the. roof membrane. 1 nor to the installation, replacement, modification or removal of the Antennae Facilities, Tenant shall submit plans and seeciiic�rions showing the proposed location of the ;'unrenna,- Facilities, conduits and slecvin,g and containing drawings showing the roof of tnc Building is it will appear with the Antennae: Facilitics in place. If Landlord does not approve or disapprove of such plans wil.hin fiftccr. ('15) days after receipt thereof, the plans shall be deemed disapproved, If Landlord dis:appr ovcs. o° the plans, Landlord shall give Tenant .vrit%n notiv: of such disapproval a;omL with the runsnns therefnr. Thereafter, Tenant shali revise the plans to remove Landlord's obiectiorts and a„ ain submit the plans to Landlord for approva! in nccordancc with the foregoing procedure. Tenant shall not install, repia:e or modify the :antennae Facilities without compliance with the foregoing procedure. The Antcnna.e Pacilttiss shall be in_tallcd by a licensed general contractor ,approved in advance by Landlord, which opprova) shall rot be unr.asonaL"ly withheld, and in afirst - class workmanlike manner to compliance with all Iaus, statutes, ordinances and governmental rules, re3u:a 7ions and requirements, and in a mariner so as not to unreasonably inictiere with the other tenants oC the Project, Landlord agrees to reasonably cooper:tx with Tenant in connection with Tenant's of %rts to obtain any and all permits necessary for the installation, replaccmenr, 1104161 ation or removal of the Arlwnrlw Facilities, provided, however, Landlord shall not be required to incur ainv costs in connection thcrewith. 01.0229Ceh120G4 JUL- 15 —=005" 1.4:5;? — 0.?2?319,' P.07 07"•15/2005 la: 49 3103222819'4 PACIFIC COPP TOWEPS PAGE 08/224 r 7 5.2 Relocation UridlorJ shall have the right to cause Tenant to relocate the Antennae Facilities at any time for am, ro,ISC . Landlord shall give Tenant at least thirty (30) days written notice of such relocation Any such relocation shall be at Landlords sole cost and expense, and shall be to a location on the roof of llte Building or another building in tine Project. Th.- expenses to be borne by Landlord for relocating the Antennae Facilities shall Ise limited to all ran.-,enable cngirv_ering, permitting, arcL•itcch;ral, and construction, costs incurred by Landlord in connection with such relocation. if Tenant rer'uses to permit Landlord to n:lor.ate t•,::.4,niennae Facilities, Landlonl _hall havc the right to cancel and terminate this Lease and Tenant's prospective obligations h_rcunder at the expiration of the thirty (30) day notice period for relocation of the Antennae Facilities. In .addition, if Landlord is unable to relocate the Antennae Fn.cili ties to another location on the roof of the Building or Project, then Landlord may terminate this Lcase sod Tenant's prospective obligations hereunder by giving Tenant at le ^st Lhirty (30) days written notice of such termination, ARTICLE G CONDITION OF PR WISES Tenant I:ereby agrees that the Premises sliail be takers "as is," "with ail faults," "without any rcpresentarions or warranties." and "tenant hereby agrees and v;arrants that it has inspected Vic condition of the Premises and the suitability of same for Tenant's purposes, and Tenant does hereby i aivc and disclaim any objection to, cause of aniont based upon, or claim that it, oblig.ations iiercunder should he redueod or limited because of the condition of the Premises or the Project or the sultrbility of same for Tenant's purposes. Truant acknowledges that neither Landlord nor any agent nor any employee rZ Land!Ord has made any representations or v.tur�nry' kv:ch respect to the lsr:mi_,es or the Project cr wi;h respect to the suitability of either for Tenant's use. Tenant hereby waives us rights pureuant to Sections 1941 and 1942 of the Civil Code of California or any successor provision of law, ARTICLE 7 PERSONAL 1'R0PE}2TYT,4XES Tenant shall pay, prior to dclinclucncy, ail taxes assessed agnmst or leviod upon the Antennae Facilities. If the ,4ntcnnze Facilities shall be aases;ed and taxed with property of Landlord. Tenant shall pay to Landlord its share of such taxes witun ten (10) days afLur lttivcr}l to Tenant by Landlord of a statement in writing settin forth the amount of such taxes applicable to the Antennae Faciliti�s. ARTICLE 1UPAIRS A1,1D ALTERA'1°M 'S 3.1 Maintcnatce_ end Repair. 'Tenant shnll maintain the Antennae Facilities in good order and repair, ar Tenant's sole cost and exp nse. In no — cnt shall Tenant's activities With respect to the antennae Facilities damage or penett -;itc the roof n,umbt4nc. Any damage to the roof of the Building or any other portion of the Project resulting froth the con:anietion, installation; to- mamtenance, repair, upgrade, operation or removal of the Antennae. Faciliti =s, including, without limitation, water damage or damage to the root membrane, may be repair,.d h} Landlord at Ten vtt':. sole cost and expense. Tenant small reimburse Landlord for any cost and cxp_nsc so incurred by Landlord within ten (10) days following Landlord's written demand therefor. 'Tenant :hall, at its sole cost and expense, provide protection to the roof membrane of the Building as Landlord m[ty deem necessary so that such merobra7e is not damaged by Tenant's construction, installation or maintenance personnel. Upon the expiration or earlier termination of the Le2.e, Tenant shall remove the Antennae Facilities, conduits and slecving, repair to a watertight condition a l pcnctrations of the roof created by Tenant's conduirs and slecving to Landlord's satisfaction, all at Tenant'; sole cost and expense, ruts: ;r.rrender the Prcmiscs in good orcer and "pair and in the sam: condition as received by Tenant, reasonable wear and tear :xcepted 1t'the root of the Building or any other portion of the Project is damaged by reason of such removal, such damage shall be r.piircd by Tenant, at its sole cost and expense, in compliance with alt applicable Iaxs, ordinances, governmental rules, regulations and r.qurrementr. ARTICLE 9 LiENS Tenant shall kccp the Premises and the Building free from any mechanics' liens, vendors' liens or any other ;iener arising out of any work performed, materials furnished or obligations incurred b), Tenant, 2nd shall defend, indemnify and hnld Landlord harmlevs from and Zgeirst any such lim or claim, liability or action thereon, together with costs of suit and re- sonable attorneys' fees incurred by Landlord in connection with any such claim, liability or action. Before ,ornmencin.- any vvork, to the Premises, Tenant shall giro Landlord at Icnst ten (10) business days' written notice of the prorosed commencement of such work (to afford Landlord an opportunity to post appropriate notices of non - responsibility) and shall secure, at Tenant's own cost and expense, a completion and lien indemnity bond, sstisfactor;y to Landlord, for said work, If t.hcrc shall be rccordcd against the Premises, the Building or the rroperh of which the Prcmiscs is a park ary claim or lien arising out of any such %vorlc performed, materials furni,hed or obligations incurred bv Tenant an:1 such claim or lien shall not br_ re rioved or discharged within twenty (20) days of tiling, Landlord shall have the right but not the obliLation to pay and discharge said lien without regard to whether such Gen shall be lawful or correct or to +;,�,L'472a21.1 -3- CI- McOMI - nC4 JUL- 15— 14: 52 3 103? 2 919.1 98?<: P.09 01/ 512005 14:49 3103229194 PACIFIC CORP TOWERS PAGE 09/24 3494 - . %quirc that Tenant deposit with, L:= tndIord in cash, lawful money of the United Stets, one hundred fifty percent 130% of the amount of Stich c111m, tx,hich slim 1?11y be retained by .mdlord until such claim 3haJl have been removecl of record or until jtld,rn:nt shall have b_:cn rendered on such claim and such jud ;mcnt shall havt become final, at wJi;ch time Landlord shall have tile ."right to apply such, dcposir in eischarge of thejudgrnent on said claim and any cos +s, includhh, re:.sonable a.rTorneys' fees incurred by Landlord, and bhali r2m:t the baiancc thereof to Tenant. ARTICLE 10 1'NDENINITY; E XCF.MPTICN OF LANDLORD FROM LIAPILTIY 10.1 Indernri tv. 'Tenant shall indemnif,, defend and hold Landlord harmless from and naainst any and all damn es. lnbsc's, claims, injuries, liabilities, judgment:, actions, coats, pe!haides, lines and expenses (including reasonable attornr-,:' fees) arlsln� ;i'Gtn Or rcle('z' to TClttni'S use of die Premises, tlhe eGndurt of it; husincss or 1'rcm any activity, work or thing which rite;; be pertnitrcc' or sulfercd by Tenant in or about the Premises, any br';ach or default in the performance of any obligaticr on T_nant's part to be p rformed under this Lease, or any ncgligenec of Tenant or any of its agents, contractors, employees or ir.viLccs. Tenant hereby atsumz6 rLl risk of damage- to property or injury to persons in or about the Rr.miser and Pro.;cct from any cause, and Tenant hereby � ives ail claims in respect Landlord. 10.2 5xemptior, of Landlord from Liability. Landlord shall not be liable for injury to Tenant's huaincss, or loss of incase therefrom. or for damage that may be sustained to the Antennae ): acilitics or any person or property of Tenant, its cmployeeq, agents. or contra tors, or any other person in, on or about the Premises directly or indirectly caused by or resulting from flirt, stc-._rtt, ..CCLric!ty, gas. w tcr, or rain lvhich may lrak or flow iron er into any pair of the Premises, or from the breakage, lcak.lt_;c, obstruction or other defects of the ripcs, sprinklers, wives, appliances, plumbing, air conditioning, light fixtures, or mechanical or e'eetrical stems whether Such damage or injury result; from conditions arising upon the Premiscs or upon other portions of ,he LuildinY or £om other sources or places and regardless of whether'Lhc cause of such damage or injury or the means of repairing the same is inaccessible to Tcn:alhc. Landlord shall not be liabic to Tenant for any damn-es arising from any act or neglect of any other tenant of lie Building and /or Project. ARTICLE I l INSURANCE 11.1 Tenant's Insurmce. Landlord shalt have no obligatior. to insure the An%-nnac farilitms for any loss due to tiro or other peril, Tema., shall at all Hires during the term of this Lease, t.nd at its own cost and exp.:nse, procure and continue in force the fullmving insurance covemgcc: (i) Commercial General Liability In�umnce, kvith eavcraFe to include personal injur;, bodily iniurf, broad lorm property damage, operatiors hazard, owner's protective coverage, controctual liability, and products and completed r;crations liability in limits of not less than Two !Million Dollars ($2,000,000.00) inclusive, with limits of rot less than Two Million Do lt.% (_C2,000.000.00) for bodily injury', and (ii) t4'orkcr'5 Compensation and L•rnploycc's Liability Insurance in tie Term and amount required by law, 11.2 Form of Policies. The aforementioned minimum Nvnirs ol'polic -ies shall in no evurit limit the liability of Tenant hereunder. Such insurance shall name Landlord and such other persons or firms with ins,,rFble interests, as Landlord specifies from time to rim:, as additional insureds with an approp, late endorsement to the policy(s) and shall be with companies having n rating of not less than A -VIII it', Best's Insurance Guide. Tenant shall furni <h to Landlord. from the insurance campf ,.nics, or cause the in.suraTtc:: cnmpanies to furnish, ccrtifcates of coverage prior to commencement of the irtsLdlation of r_' e Antennae Facilities. No s:!ch policy shall be cancelable or subject to reduction of coverage or other modification or rancellat.ion except sftcr shim; (30) days prior +ritn:n. notice to Landlord by the insurer. All such policies shall be endorsed w agree that Tenant's policy is primary and that any iusural1CZ cover ?d by Landlord is excess end not contributing with any insurance requirement hereunder. Tcnnnt shall, at least tlnirr,e (.30) days prior to the expiration of such policies, furnish Landlord with rent--wal; or binders. Tenant agates that if Tcnnnt does riot talc cut and maintain such insurance or furnish Landlord with reneiv5i.15 m, binders, Landlord may (but shall not be required to) procure said insuranct: on Tenant's behalf and charge Tcnant the cost thereof; which amount shall bu payable by Tcnnnt upon dcma,hd with interest at a rate of ten percent (10 %) per annum fi om the date such suns are extended. 11.3 Waiver of Subrogation, Tenant releases Landlord and its respective authorized representar.ivcs from any clairr.s fordams!ge to any person or the Premiscs, arc to the fixtures, personal property, improvements, and altcration; in or on the Premises, that ase czucco by or resull ;nom risks insured against LrLJer any in:'Urance policies rcqulrcd to be carried by the Tenant pursuant to this Lease Tencilt shall caosc cacti insurance policy obtained try it to provide that the invrencc company waive all right of re-cover: by way of subrogation. 1HA_1 , 2021 1 01422SCP5' E04 JIJL -1c -2005 14: 522 7�1032291914 ag ;;: P. 09 07I15i20@5 14:49 .3103228194 PACIFIC COPP TOWEPS PAGE lfdr "'4 rY .. ARTICLE 12 AS SIGNNIENT .,mND SUBLETTII`1G Tenant shall not and have no power to, cidier voluntarily or by cperation on law, sell, assign, transfer or hypothecate this Le se, or sublet the Premises or any part thereof, or permit L'lr Premises or any part thereof to be used by anyone other than Tcnant vmithout the prior written consent of Landlord ir, each instance, which consent may be denied or ivithliitld in the sole and absolute discretion of Landlord, :1RTICLE 13 DAMAGE ORDF•STRiJCTION If the Antennae Facilities are damaged or destroyed during t]-:c term of this Leate, Tenant may terminate tlhr Lea: :c by giving Landlord written. notice of such t :rmiriation within thirty (30) days airs (lie date ofsuch damage, Reeardlcss of «•better or nut. Tenant termirat_s this Leasc, Tenant shall immediately remove any debris front the :ititennac Facilities caused by such damage and dcstrucrion and return the Premises to a neat surd clean condition, If Tenant exercises its right of t:nnination, Tenant shah rl':nove an remain in portions G' the Antennae Facili tics and vacate and surrender the Premises in accordance With Article 5 on or befcre the date ti:ai is thirr,� (30) days after the date of the damage. Subj,:ct to Tcnanfs compliance with the terns and conditions of Articl: S. and provided no other default by Tcnant exists und::r this Lease, Landlord shall return to Tenant the portion of the Bask Rent and any prepaid Additional Rcnt allocable to th. portion of the month for which such rent was paid occurring after the date of termination: provided, however, if Tenant fail, to reir;ove the remaining portions of the Antennae Facilities and vaccte and surrender 0% Pr:mi;es in ^ccordance with Article 8 on or before the date that is thirty (30) days after the daic of the carnage, Landlord may use ally Such 3_,7ic Rclit to renove the Antennae Facilities and restore the Premises to the condition existing prior to installation of !h- Antennae Facilities. If Tcnant do--s not elect to terminate rhr- Lease, Tenant may repair and restor. the Antennae racilitics in accordance with the original plans arLd specifications previously approved by Landlord. If Landlord elect, to revise the origina.l plans and speciricntions for the Antennae facilities, Tenant shall obtain Landlord's prior wrlttcn approvasl thereon in accordance with S.ction 5.1 hereof. A total destruction of the Project shall automatically rermimitc this Lease. Except as; provided in this Article, thcr' shall be no abatement of rent and no liability of Landlord by reason, of an;, injur; to or intertcrcnce with Tenant's ousiness or the Antennae Faci!icis arising from such damage or desrruction or the making of any rcpnirs, aherations or improvements in or to any portion of the Project or the Premises or in or to flxrt :cs, appurtenances and equipment ther.in. Tenant understand_ that Landlord will not c ^l :y insurnncc of any kind for the- Antennae Facilities and Landlord shall net be obligr_tod m repair any damage theretr, or r.pla.c the aerie. \with respect to an,% da -na,gc which .Landlord ;s cbligatcd to repair or elects, to repair, Tcnant, as a m,aterlral inducement to Landlord entering inut this Lease, i, evocahi;' `:'L%,v— and re)nscs its ngihts under the proylsiotis of Sections 1932(2) and 1933(4) ofthe CaliFornia Civil Code, ARTICLE 14 S UI? O R DII, .AT1 D`l Landlord shall have the ri_ht to cause thin; Leasc to be and become and rcnnain subject and subordinate to any and all ground or under!ying icase;, mortgages or deeds of rrust which may he eaftrr he executed covering the Project or the Propery or u:y renewals, modlficatiens, consolidations, rcplaceri=ts or extensions thrrcof, for the full amount of all advances made or to be made thereunder and %without rgard to the time or character of such advances. together with interest thereon and subject to all the terms and pros isions thereof. Temnt afirees, within ten (10) days after receipt of Landlord's written request therefor, to execute, aciwo%kledae and deliver upon reeuest any and U docuinencs or instruments requested by Landlord or necossar, or proper to assure the subordination of this Lcmc to any such mortgages, deed of trust, or leschold estates, fn the event Tenant fails to comply v ;itlh N ach %qucst, Teorint hereby appoints Landlord the attorney -in-fact of Tenant irrevocably to execute and deliver any document or dccu,uen ; provided Tut h =in for and in the name of Tcnant. ARTICLE 15 Q%ll' r..NT DOMAI`' If ti-.c Premises or any part thereof shnll be taken under power of enhincnt domain, or is sold. transterred or conve,:ed in lieu thereof, this Leasc shall automatically tt::inilhate as of the dare o such condemnation. No _,%card for any paitial or entire taking _%hail be apportioned, and Tenant hereby assigns to Landlord any av,aid v'ihich may be mado in such taking cr condemnation, touther with r.; and all ri�.iits of Tenant ilwv or hereaft'cr arising in or to the same or any part Hereof; provided, how(2ver, that nothin? contained h :rein ,hall be deemed to give Landlord any intcrest in or to rceuirc Tcnant to assign to Landlord any award made to Tenant for the taking of Tenant's Antennae Facilities. WHA0472C21.1 -5 _ 01- )22-0°512004 JUL -15 -2005 14 :c 03229194 98 <: P.1© (�7i 1512005 14: 45 31@3228184 PACIFIC COPP TOik!EPS PAGE 11!24 3494 ARTICLE 16 DEFAULT Each of the following acts or omissions of Tenant or of any guarantor of Tenant's parformance hereunder, or occurrences, sh =11 constitute an "Event of Default"; (a) Failure or refusal to pay Basic Rent, any utility charge or any other amount provided hereunder within frve (5) calendar davr after the stun becomes due or payable hercunder; said five (5) day period shall be in lieu of, and not in addition to, the notice rrquiretrent: pertaining to the unlzwful detainer statures; (b) Failure to perform or observe any other covrnant or condition of this Lease to be performed or observed •vithin !.hirt• (30) days fallowin; writt -n notice to T ^nant of such failure, Such thirty (30) day notice shall also constitute any notice rr:q..ired under Section 1161 of the California Cod: of Civil Procedure; (c) The taking in execution or by similar process or law (other than by eminent domain) of the estate hereby created; (d) The filing by Tenant or any guanotor hereunder in any court pursuant to any sratu'c of a petition in banlauptcy or insolvency or for reorganizarion or arrangement of for fac appointment of a receiver of all or a portion of Tenant's property; the filing against Tenant or any guarantor hereunder of any such petition; or the commencement of a proceeding for the appointment of a trustee, rceaiver or liquidator for Tenant, or for any ,guarantor hereunder, or of any of the property of either, or a proceeding by any eovernrnent,l authority for the dissolution or liquidation of Tenant or any guarantor hereunder, if such proceeding shall not he dismissed or trusteeship discontinued wid�in thirh, ( 30) days after commencement of such proceeding or the appointment of such trustee or receiver; or the making by Tenant or any guarantor hereunder of an assignment for the benefit of creditors, (c) Tenant's failure to cause to be released any mechanics liens filed against the Premises or the Project within t%venry (2D) days ecr ilu date the same shall have been tiled or rocorded. .kRTICLL 1; REMEDIES (a) In the event of any such default by T chant, in addition to any other remedies avail -Wc to Landlord at lain or in equity, Landlord shall have th; right to do the following: (i) Immediately terminate t]iis Leas., and Tenant's right to possession of tic Premises by giving Tenant writtcn notice that this Lcase is terminated, Li which evcntthis Lease shall terminate and Landlord may recover from Tcnant: k the worth at tine time of award of any unpaid rant which had been earned at the time of such termination; plus B. the wort at the time of award of the amount by uthtch the unpaid rcnt which vvottld have bocn earned after termination, until the tinoe of award, exceeds rite amount of such rental loss that Tmant proves could have been rcasonnl:ly avoided; plus C, the worth at the time of award of the amount by which the unpaid rent for the balance of the Term aPer the time of award exceeds the amount of such rental loss drat Tenant proves could be reasonably avoided; plus D. any other amount rer.sonably necessary w eompcnsate Landlord for all the detriment proximately caused by Tenant's tailurc to Pei-Corm ira obligations under this Lease or \+high to *.he ordinary course of things would be likely to result therefrom; plus all ;ugh other amount; in addition or in 1'.eu of th.e foregoing as may b: permitted from ume to time under applicaable law, or (ii) Havc this Lease continue in effect for so long as Landlord does not terminate this Lease and Tenant's right to possession of the Prerniscs, in which event Landlord shall have the right to enforce all of Landlord's rights and remedies under th» Lr_ e, including the right to recover all rentals payable by Tenant under this Lease as they become due; or 1H'Ab 2021.1 ,11•C2[ :08,5120 4 (iii) Exercise any righr or rer.-ledy available to Landlord 3n law or in equity. 7UL- 1 '5- -CC`:• 14: c2 ?103- -9194 '39 :, P. 11 07/ 15/20025 14: 49 3173229194 PACIFIC COPP TOWERS PAGE 1 /24 3494•,. As usrd in Subparagraphs and (L) above, the "worth at the time of award" is computed by ailewine interest at a maximum rate permitted by law per annum, As used in SubpIragmph I7(a)(i)(C) above, the ",,vcrth at the time of award" is coi•nputcd by discounting such amount at the discount rate of the Federal Rcserve Bank of San Francisco nt the time of aw-rd plus one percent (I "o). (b) Upon Germination of this Lease due to any such event of default or breach, Landlord shall ha��e the right Lo take the exclusive possession !knd remove the Antennae Fsciliti:;: from the Premises and store the same in a public warehouse or elsewhere at the cost of and for the account of Tenant until all such lisu rind ctoragc chartes are paid by Tenant or, at Landlord': option, require Tenant to immediately remove the sarro, (c) All rights, options and remedies of Landlord contained in this Lease shal; he constried and held to be curnulati•c and no one of them shall be exclusive of the other, and Landlord shall have the right to pursue any one or all of such rc r,>dies or any other remedy or relief which imty be provided by law, whether or not stared in this Lease. ART'CLE IS TRANSFER Or LANDLORD'S liv'TEREST In the event of any transfer or tra_nsfcrs of Landlord's interest in the Premises or in the Projcct, other than a trtnsf :•r for security purposes only, the transferor shall be automatically relieved of any and all obligations and liabilities on the part of Landlord f-am and alter the date of such transfer, ARTICLE 19 WAIVE No waiver by Landlord of any provision of this Lease shall be dcr_mcd to be a waiver of any other provision hereof or of —1.1 SUI?SCgU[llt breach by Tenant of the same or any other provision. Landlord's consent to or approve] of any act by Tenant requiring Landlord's consent or approval sh=ill be in writing and not be deemed to render unnecessory the obtaining of Landlord's consent to or 1pprovsl in ,vnting of any subsequent act of Tenant, whether or not similar to the act so consented to or approved, No act or thing done by Landlord or Landlord's agents during the Lorin of this Lase shtll be deemed an acceptance of a surrender of the Premise„ an no agreement to accept such surrender shall be vaiid unlss in writing and sired by Landlord. Any payment by Taco - or receipt by Landlord of an amount Icss th:itt the total amount u en due hereunder shall be d:�.mcd to be in pnrtiai payment on),, tlurcof and not a waiver of the balance duc or an accord and satisf6cticn, noCxWi �, ;landing any sic *.:rmcnc or endorsement to the contray on cry check or any other instrument delivered concurrently therewith or in r—.fcrence thereto. Accordingly, Landlord may accept any such amount and negotiate any such check without prejudice to Landlord's right to recover all balances due and owing a r 1 to panuc its other rights against Tenant under this `:_ease, regardless ofwhcther Landlord makes ary notation on such instrument of payment or otherwise notifies Tenant that such acceptance or negotiation is without prciudicc to Landlord's rights. ARTICLE 20 ESTOPPEL CERTIFICATE Tenant :hall, at any time and from time to time, upon not less than ten (10) days' prior �mriticn notice from Lnrdlord, cxccute, acknowledge and delivtr to Landlord n statement in writing certifying any information reasonably rcquesred by Landlord r <aa6ng ro the Lcase and Landlord's and Tcnanc's obligations thereunder. ARTICLE 21 HAZARDOUS WASTE- (a) Tenant shalt not cause or permit any Hazardous Material is defined in Article 21('h) below) to be brought, kept or used in or about t.hc Promises or Project by Tenant, irs agcnts, employees arid contractors. Tenant shall indemnify Landlord from and against any breach by Tcnant of the obligations stated in the prcccdin- sentcncc, and agrees to defend and hold Landlord I'arnikss from and against any and all clain.s, judf m—_nts, damages, injuries, penalties, tines, coats, liabilities, or !osses (inclndin.g, svith.aa limitation. diminution in value of fu Project, damages for the less or restriction or use of rentable. space or of any amenity of the Project, damages arising from any adverse impact or marketing of space in the Project, and sums paid in settlement of claims, zworneys' fees, consultant fees, and expert fees) which arise during or after The tun of this Lease as a result of such breach. This irtcemnificatuon of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site coed¢ ions or any cle:mup, remedial, removal, or restoration work required by any federal, state, or local govcmrr.ental agen y or political subdivision be,:ause of the use. generation, storage, release or disposal of Hv.,irdous hlaurials by Tenant, its Lgenc3, employees and contractors- Without limiting the foregoing, if the presence of any Hazardous Material on the Project caused or permitted by Tertaia results in coy contarnination of the ?roject, Tenant shall promptly take all actions at its sole expense as are nccessan• to return the Project to the condition existing prior to the introduction of any such Hazardous Iv(atcrial and the con+Tactors IKAL. i7.1021.1 _7_ Q1- - 2906611) 7UL -15 -7_005 14: 52 310'322e1941 981.; P. 1=' 071` 1572005 14 :49 3_03'2281'd4 PACIFIC COPP TOIAIEPS PAGE 13/24 3494- .h I o be used by Terimit must be approved by the Landlords, v,dtich approval shall not be unreasonably witilllcid so long as such actions %vould not potentinlly have am: materiel adverse lon; ;enn or short -tram e{fcct on the Project and so Ions as such actions de not materially interfere 'with the us;; and enio; anent of the Project by die outer tenants tiercof. (b) As used herein, the tem; "Hazardous Material" means any hazardous or toxic substance, material, or -,va_ste which is or becomes regulated by any local governmental authority, the State of Ct]lifomia or the United States Government, The term "Ha. +urdrus 'Material" includes, without hmimdon, an;: material or substance which is M deLincd as "Hazardous Vvastc," ,Lxt cmely I-lozarlous 1' +este," ar "Rcstricced Hazardous waste" under Secrions 251152 2511^, or 25122.7, or lilted pursuant to Scction 25140, of t!ic California Health and Safet Codc, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a "Hazardous Sur:stan;:c" under Section 2531 i> of the California Hca!th and Safeny Codc, Division 20, Chapter 6 & (Carpenter- Presley- Tanner 1- lazardous Substance Account Act), (iii) defined as a "Hazardous Material," "ldazordous Substance," or 'Hazudous 1k'zste` under Scction 25501 of the California. Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and lmcntor ), (iv) defined as a "Haza_•dous Substanec" under Section 2531 of the California Heaith and Safety Code, Division 270, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, I:vi) asbestos, (vii) listed under Article o or detin-,d as hazardou: or C%Lrentcly ila2ardous pursuant to Article 11 of Title 22 of tlne California. Administrative Codc, Division 4, Chaptcr 20, (,.iii) dcsignared as a ".Hazardous Substance" pursua:t to Scction 311 of Lhc Fedcral Water Pollution Control Act (,3 U.S.C. t: 131 T), (x) defined as a "Hu ordous \tt".• t"' pursuant to Section 1004 of the Federal Rcseurce Conse ation and Recovery Act, 42 U S.C. 3c 6901 a seq. (42 U.S.C. & 6903), or (x) dernec as s "Hazardous Substance" pursuant to Scction 101 of the Comprehensive C-nvironmentai Response, Compensation and Liability Act, 42 U.S.C. &: 9601 et seq. (42 U.S.C. & 9601;. (Cl, As used herein, t11c term "Laws" mean any applicable federal, state or local laws, ordinances, or rcmihitloils relating to any HazarcoLLv. Matcrial affecting the Proiect, including, without lunitation, the laws, ordinances, and regulations referred to in Section 21(b) above. ARTICLE 22 _ HOL171I,iC MT-R ri'Tenant holds over after the expiration or earlier termination of the Tcrm hct!of without the eapre.s wrtticn consent of Landlord or rails to surrender the Premises in the condition required under this Lcasc, Tcnalt shall bccetne a tenant at sufferance only, at a renta! rate equs! to two hundred pct-ccnt (2001/5) of the rent in effect upon the date of such expiration or termination (pror::tcd an a daily ba i ), anel otllcrxise subject to the terms, covcuants and conditions herein specified, so far rs applicable. Acceptsnec by Landiord of rent after such erpiru ion. or earlier termination shall not constitute a holdover hLmunder or res:at to a renewal. The foregoing provisiorr ol' this Article 22 arc in a,idition to end do not aTcct Landlord's right of re- entr-! or any rights of Landlord hereunder or as otherwi:c providud by law. If Tenant fails to surrencrr the Prr- -mises upon the expiration or earlier terminatian of this Lcasc. Tenant shall indemnify, defend and holy] Landlord harmless from all loss or liability, includinz, without limitation, any claim made by any suc,=ding tenant founded on or resulting from such failure to surrender. The foregoing oblignJon of Tenant shall surviv.t the expiration or earlier termination of this Lease, ARTICLE 23 MISCEUANE OUS 2..1 Severabiiity; Entirc .� grcement. Any provision of this Lcase which shat! prove to be invalid, void, or illegid shall in no "ay affect, impair or invalidate any other provision hereof, ony such other provisions shall remain in full forcc and Wect. This Lcasc and the exhibits attached hcreo ccnstituic the entire agreement between the porLics hcret.o with respect to the subject. marter Lterent' and no prior agrecrnent or undcrst:rldin,g pattaining to any such matter shall be ctfective for eny purpose. No P1 oft ,is Lease may Le amended or supplemcated except by an agreement in writing signed by The partic5 hereto This Leda: 'o: governed by and construed in arcordance with the laws ofthe St:tc of California. 23.2 Aaorney- Fcc_, if Tenant or Landlord shall bring any action l;or any relief against the other, declaratory or orhm,visc, arising, out of or under this Lcase, including any suit by Landlord for the recover} of rent or possession of the Premises, tl:e losing party shall pay the prevailing party a reasonable sum for attorrinys' fits and costs in such suit- 2 3.21 Covenaras. Each of Tenant's coy' :nnnts heron is a condition and time is of the essence with respect to the pCrformancr of cvo :ry provision of this Leas,- and the strict rin lorman:e of each slv ll be s condition pnscecfent to Tenant's n6ht to remain in po- ses;ior of the Premises or to have this Leasc continue in effect. 23.4 Headings. Tic article headings contained in this Leese are for convenience only anti do not in any way unlit or amplify any 'term or provision hsrcof. The terms "Landlord" and "Tenant" as used herein shall incluW`c tits plural as well as the singular, the r,eurer shall include the masculine and feminine genders and the obh6ations herein impoccd upon Tenant shall f: ,oint �nrl scvera l as to tae of the persons, firm:; or corporations of which Tenant may be composed. h AC's% ?021.1 -�- O'•)2'K8:12204 JUL-15-2005 14• P.1? 0-1 / 15/ 21005 14: 49 d, :scribr -d as such. 31032231 °_4 PACIFIC COPP TOWERS PA(-:]E 14124 3494 Rent. All payments reouired to be made hereunder by Tenant shall be deemed to be rent, whether or not 23.6 Successnrs and Assijgns, Subject to the provisions of Article 12 hereof, all of :tic ce„enant ;, conditions and provisions of'ilis Lease shall be binding upon and shall inure to the benefit of tic parries hereto and their respective heirs, personal ntprewntatives, successors and assigns, 2; 7 Vrtices. A111 notices, demands, regw:sts, consents and other communications which may be gig- n or req•aired to be given by ether ram, to the other shall be in writing and shall be su�ciently made and delivered if personally served or by mail, and ii given by mail Shall be deemed sufiiaentl ;: given ifsent: by registered or ccrdiled mail, at the follev, ing nddncsscs: Landlord: Pacific Corporate Towers LLC 200 Noah Sepulveda blvd., Suit:, 450 El Segundo, CA 90245 Attn. Pror..erty Manager Tenant: Thr, City of El Segundo Yn 23.3 Corporatc Authority. If Tenant is a corporation. each individual executing thir,, Lease on behalf of -aid corporation represents and warra.nr, that he is duly authorized to execute and deliver this Least on hcltalf of said corporation in accordance ,.Vrth a duly adopted resolution of the Board of Directors of said corporation or in accordance with the By -law, of said corporation, -,id that this Lca.c is binding upon said corporation in accordance with its terms. If Terimt is a c.irporotion, said corporntion and each individual t;cccuting this Lease on hchalf of said corporation covenants that Tenant shall provide to Lanlord a copy- of such resolution of the Board of Directors authorizing the execution of this Lease on behalf of such corporation, which copy of resolution shall be duly certified by the secretary or an assistant secretary of tite corporation to be a true copy o' a resolution duly adopted by the Board of Directors of said corporation. it Tenant fails to comply with t'te r uvir ;vents sct forth in this Sacticn-23 S. then cacti individual executing this Lease shall be personally liable for all of Tenant's obligauons in this Lcas¢. 23.9 Performance by Landlord: Late Cha: ties. All covcnant�i and agreements to br_ pertormcd by Tenant under any of the terms of this Lewi e :hall be pe.- formed at'fenanCs sole cost and expense and Without any abarement of rail•,. If Tenant shall fail to pay any sum of money reguirtd to be pail by it hereunder to any third party or shall fail to perform any other act on it, part to be performed hereunder, and such fail,:rc sha l continue for five (5) days ailcr notice thereof by Landlord, then LruAlord may, ,without waivirv, or sensing Tenant from any obligations of Tenant, but shall not be obligated to, matte any such Faymcnt or perform any ocLer act on Tenant's part to be made or performed by Tcnart as provided in :his Luse. All sums so paid by Landlord and all ncr.,nsory incideacal costs, together with intcrest thereon at the Icsser of fifteen percent (15%) per annum or the maximum nor. - usurious intcrest rate penmissible by law from the date of such pa,.'ntent by Landlord, shall be payable by Tenant to Landlord on dprnand• In the event T Brant fails to pay rent % %hen due, said delinquent rent shat) bear interest at the rate of the lesser of fifteen percent ( "15 °.61 per arrum or the maximur. non usurious intcrest rate permissible by law from the dare such payment was duo until r�tid. Tenant ccvcnant, to pay any such sums, and Laltdlotrd shall have, in addition to any otln.r right or remedy of Landlord, the s:une rights and remedies in the ever., of tih: non- payment thcrcof by Tenant as in the case of default by Tenant in the payment of the Basic Rent. Tenant acknowledges that, in addition to lost inwr.st, the late payment by Tenant to Landlord of rent or any actditior,al rent or other sums due hereunder will cause Landlord to incur other costs not contemplated in this Le=e, the exact amount of which is e %trem ly difttcutc and impractical to ascertain. Such other costs include, but are not limited to, processing, administrative and accounting costs, Accordingly, if any installment of rent or any other sum due from Tenant is not received by Landlord within ten (10] days a.t- 'Utich %ino ntis�, T,—nmt shall also pay to Landlord a service charge in an amount WUat to the greater of One 1- Iundred Dollars (S100 00) or five percent (5%i of the ammmt overduc. The parties he -.by acy-ee that (ij such late charge represents a air anal reasor' riahestimate of the costs Landl�or_d ?1 incur t processing each delinquent payment by Tenant, (it) shot such ;ate chnx. -c shall be paid to Landlord as iquidnted damn cs for cacti delinquent payment pursues to California Civil Code Section 1671, and (iii) that (tic payment ref late chages and the payment oi` interest are distinct and separate from one another in the t tar: p _ymcnt of intcrest is to compcnsntc Landlord for the use of Landlord's money by Tenant, while file payment of late charges is to cotapensatc Landlord for tlu additional administrative expens:s incurr.d by Landlord in handling and processing delinquent }a, mertrs 2 =.10 Rule; and Rc?ulations. Tenant shall faithfull-v obserN e and comply with all rules and regulations pertaining to I project and nll reasonable and nondiscriminntory modific .tiow, thereof and additions thereto from tine to time put into effect by IHAL'V,72071.1 _9- 01•J7290E61'G04 JUL- lE- lt3t75 14 5 ?107..1291`9,4 9g >: P.14 V' 07/15!2ot05 14:49 31032123134 Pi�CIFIC CCPP TOi),iEP; PAGE 15/ 4 3494 Landlord. The current Rules and Regulation; for die Project are rttached hereto as 1 :%hibit "C." Landlord shell not be responsible to Tcnan: or the violation or non - performance by any other tenant or occupant of the Building ornny of said Rules and Rcgulanons• 23.1 i Waivcr of .Iurr, Trial. LANDLORD AND TENANT HEREBY KNOWINGLY, VOLLP,vTARILY AND IN'TENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY I1� R.I;SPECT TO ANY LITIG: %TION BASED HEREON, ARISING OUT OF, UNDER OR 1N CONNECTION WITH THIS LEASE OR ANY DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITN OR ANY COtdRS1: OF CONDUCT, COL!RSE OF DEALINGS, STATEMENTS i W ETHER OR AI. OR WRITTEN) OR ACTIONS OF EITHEP. PARTY AI�I NG OUT Or OR RELATED IN ANY ?vLAI 'ER W'ITH THE PREMISES (INCLUDING WITHOUT LIMITATION, ANY ACTION TO REMIND OR CANCEL THIS LEASE OR ANY CLAIMS OR DEFENSE-' ASSERT LNG THAT THIS LEASE- WAS FRAUDULENTLY INDUCED OR IS O'r?-1l:RWISE VOID OR VOIDABLE). THIS WAVIER. IS A :vL1TEP.IAL INDUCEMENT FOR LANDLORD TO ENI' f-p. INTO \ND ACCEPT THIS LEASE. 23.12 LiabilitV of Landlord. The liabilin of landlord, any agent of Landlord or any ether their respcctive officer, director. shareholders or employees to Tenant for or in respect of any default by Landlord under the term; ()':this L,erse or in respect c-i any o'h_r claim or cause of action shall be limited to the interest of Landlord in the Projcct, end Tenant agrees to look solely to Lan1lord's interest in the Project for the recovery and satisfaction of any judgment against Landlord, any agent of Landlord, or any of their rnspcctive oiricers, djrcctor , shareholders sand employ '.-Cs. 1N WITNESS WFIEREOF, the parties Ficrro have erccuted this Lease as of the date first above ,,vriat-n. LA!,lGLORD: P %CIFIC CORPORNLTE TQI ERS LLC, a 0e11, are lin-,it_J liability company By GE CAPITAL INVESTMENT ADVISORS, INC., its authorised icvcstment advisor ',HAt- ,472�21.1 0I- U;CKS6120-04 TENANT: THE CITY OF T:L :SEGUNDO -10- 1 � 1 JUL- 15 -7-00" 14:5 ? - 7310322P194 99z P.15 07/1512P-05 14:49 3103229134 PACIFIC CORP Tfjl:.IERS 3494 E.XHISIT A PREMISES tHA0472021.1 0 1 -C229WC 122004 JIJL-15-=:005 14:52 7103222194 9T. PAGE 16/24 P.1-3 0 7 ,,'l 5.1`2 0 0 5 14: 49 31032251 °4 "2 � PACIFIC CORP TOWERS PAGE 17!24 %incla rox-01U-��. 9449 Jun 13 1-3:43 P. 02 rZ I 19 F-114 !- ry- 7UL-151-2005 14 :5i. 3103-72-e1914 9S cc S 0 cc I-- I Fuj z 4 . Rid cc 0 0 cci P.1^ P4 cc S 0 cc I-- I Fuj z 4 . Rid cc 0 0 cci P.1^ 07/: 5/2Q@5 l4:49 310 3229 194 PACIFIC CORP TOWERS - —/ EXHIBIT 13 TRANS-MISSTON ROOM 4-Aum2021.1 -l- n-D2290�HlzC04 TUL-15-2005 14:52 310 322)B194 IDS", PAGE l8/24 P. le 07/15!2005 14: 49 3103229194 PACIFIC COPP TOWEPS PAGE 19/24 Uct. 29 1999 24:123PM, P2 3 1.1 3494- R00FTnp AlmvTvxvr, A PLACEMENT - p -L _dR I -cl N A -T 5 VIEW DOCUMENTAf7CN JUL-I5 -2005 14:52 -�1l M228I34 97,% ws Me ELl-Z2 3 ORIGINAL G NOT CA R.19 07:'15 2005 14: 43 310322)8134 PACIFIC CORP TOWERS PAGE 20/24 EXHIBIT c RULES AND REGULATIONS HAL.1,47420 I.1 1.022908612004 '172 P. 23 07/15/'''005 14:49 3103'22'28194 PACIFIC C'OPP TOE :JEP3 PAGE 21!'24 F— V,MBIT "C" RULES AND REGULATIONS 1. No sign, advert.iserneat or notice shall be displayed, printed or affixed on or to the Premises or to the outside or inside of the Building or so as to be visible from outside the Premises or Building without Landlord's prior written consent. Landlord shall have, the right to remove any non - approved sign, advertisement or notice, without notice to and at the expense of T_tul; and Landlord shall not be liable in damages for such removal. All approved signs or lerering on doors and walls shall be printed, painted, affixed or inscribed at the expense of Tenant by Landlord or by a person selected by Landlord and in a manner and style acceptable to Landlord. 2. Tcaant shall not obtain for use on the Premises ice, drinkinq hater, waxing, clearing, interior gloss polishing, rubbish rc-moval, towel or other similar services, or accept services barbering or bootblackening, or coffee cart services, milk, soft drinks or other like on the Premises, except from persons authorized by Landlord and at the hours and under regulations fired by Landlord. No vending machines or machines of any description shall be installed, maintained or operated upon the Premises without Landlord's prior written consent. 3_ The sidewalks, hall, passages, exits, entrances, elevator, and stairways shall not be obstructed by Tenant or used for any purpose other than for ingress and egress from Tenant's Premises. 4. Toilct rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose otiler than for which they ware constructed and no foreign substance of any Uid whatsoever, shall be thiovm therein. S. Tenant shall not overload the floor of the Premises or mask, drive nails, screw or drill intro the pa-titicns, ceilings or floor or in ary way defxe tmc Premises. 6. In no event shall Tenant place a load upon any floor of the Premises or portion of any such flooring exceeding the floor load per square foot of area for which such floor is desi5ned to carr}• and which ii allowed by law, or any machinery or equipment which shall cause excessive vibration tb the Premises or noticeable vibration to any other part of the Building. Prior to brincing any heavy safes, va_lts, large computers or si,-nilarly heavy equipment into the Building; Tenant shall inform Landlord in writing of the dimensions and weights thereof and shall obtain Landlord's consent thereto, which consent Landlord shall have the right to deny. Such consent shall not constitute a represrntation or warranty by Landlord that the safe, vault cr ether equipment complies, with regard to distribution of weight =d/or vibration, with the provisions of this Rule h no- relieve Tenant from responsibility for the consequences of such noncompliance, and any such safe, vault or other equipment which Landlord determines to constitute a danger of damage to the Building or a nuisance to other Tenants, either alone or in combinztion with othc7 heavy aa: or vibrating objects and equipment, shall bn prrmptly removed by Tenant upon Landlord's written notice of such determination and demand for removal thereof. 7. Tenant shall not use or keep in tine Premises or Froject arty ker,osc-ne, gasoline or inflammab!e, explosive or combustible fluid or material, or u-se any method of healing or air - conditioning other than that supplied by Landlord. S. Tenant shall not lay linoleum, tile, carpet or other similar floor covering so that the same shall be affixed to the floor of the Premises in any manner except as approved by Landlord. 9. Tenant shall not install or use any blinds, shades, awmtings or screens in connection with any window or door of the Premises and shall not use any drape or window covering facing any exterior glass surface other chart the standard drapes, blinds or other window covering established by Landlord. M.1,1511^ 10-61 %079 7UL -15 -2005 14: 522 J103122)e194 9e'l P.21 07/15!2005 14:49 3103228134 PACIFIC CORP TOI.JERS PAGE 22/24 10. Tenant shall cooperate with Landlord in obtaining maximum effectiveness of the cooling ays= by closing drapes when the sun's rays fall directly on windows of the Premises. Tenant shall not obstruct, alter, or in any way impair the efficient operation of Landlord's heating, ventilating and air - conditioning system. Tenant shall not t —per with or change Cite sstting of 4ny thermostats or control valves. 11. The Premises shall not be used far mahtufacturing or for the storage of trterc' ar.dise except as such storage may be incidental to the permitted use of the Premises. Tenant shall not, without Landlord's prior written consent, occupy or permit any portion of tlhe Premises to be occupied or used far the manufacture or sale of liquor or tobacco in any fe.-m, or a barber or manicure shop, or as an employment bureau. The Premises shall not be used for lodging or sleeping or for any improper, objectionable or immoral purpose. No auction shall be conducted on Txe Premises. 12. Tenant shall not make, or permit to be made, any unseemly or disturbing noises, or disturb or interfere with occupants of Building or neighboring buildings or premises or those shaving business with it by the use of any musical instrument, radio, phonographs or unusual noise, or in any other way. 1;. No bicycics, vehicles or animals of any kind shall be brought into or kept in or about the Premises, and no cooking shall be done or permitted by any tenant in the Premises, except that the preparation of coffee, tea, hot chocolatc and similar items for tenants, their employees and visitors shall be permitted. No tenant shall cause or permit any unusual or objectionable odors to be produced in or pertne ^te from or throughout the. Premises. 14. The sashes, sash doors, sk 1i,lits, windows and doors that reflect or adi:Tt t light and air into tie halls, passageways or other public places in the Building shall not be covered or obsth-ucted by any ten=, nor shall any bottles, parcels or other arlcles be placed on the %i indow sills. No additional locks or bolts of any IcLid shail be placed upon any of the doors or windows by any tenant, nor shall any changes be made in existing locks or the mechanisms Thereof unless Landlord is first notified thereof, gives «rltten approval, and is furnished a key therefor. Each Tenant must, upon the tenntnation of his tenancy, give w Landlord all ]ceys o stores, oftces, or toilets or toilet rooms, either furnished to, or otherwise procured by, such remit, and in the event of the loss of any keys so furnished, such tenant shall pay Landlord the cost of replacing '1te same or of changing the lock or locks opened by such lost key if Landlord shall d.-cm it ne.essary to make such rhanZe. 16. Landlord shall have the right to prohibit any advertising by any tenant which, in Landlord's opinion, tend to impair the reputation of the Building or its desirability as an office building and upon written notice from Landlord any tenant ;hall refrain frorn and diseontin tie such advertising. 17 Landlord resen,cs the right to control access to the Building by all persons after reasonable hours of generally recognized business days and at all hours on Sundays an legal holidays. Each tenant shall be responsible for all persons for whom he rzqucsts after hour; a,_ceas and slhall be liable to Landlord for all acts of such persons. Land ord shall have: the right from time to time to establish reasonable rules pertaining to freight elevator usage, including the allocation and reservation of such usage for tenants' initial move -in to their premises, and Sxtal departure therefrom. 18. Any person employed by ary tenant to do janitorial work shall, while in the Binding and outside of the Premises, be subject to and tinder the control and direction of tLe office of the Building (but net as an agent or servant. of Landlord, and the tenant shall be respo :vib'c for all acts of such persons). 19. All doors opening or. to public corridors shall be kept closed, except when being used for ingress and egress. lr-h tW 7 5056 1 C1y_0 °C;51iG7! 7iJL- 15 -?OO5 14 52 310 8154 99 >' P.22 0 7/15/2005 14:49 3103228134 PACIFIC CORP TOWERS PAGE 23/24 20. The requirements of tenants will be attended to only upon application to the Office of the Building. 21. Canvassing, soliciting and peddling in the Building are prohibited and each tenant shall cooperate to prevent the saine. 22. All office equipment of any electrical or mechanical nature shall be placed by tenants in the Premises in settings approved by landlord, to absorb or prevent any vibration, noise or annoyance, 23. No air conditioning unit or other similar apparatus shall be installed or used by any ten? -nt without die prior written consent of Landlord. Tenant shall pay the cost of all clecz;city used for air conditioning in the Premises if such electrical consumption exceed; normal cffce rcquirernents, regardless of whether additional apparatus is installed pursuant to the prccedinrr sentence. 24. There shall not be used in any space, or in the public halls of the Building, either by any tenant or others, any hand trucks except those equipped with rubber tires and side guards. 25. All electrical ceiling fixtures hung in offices or spaces along the perimeter of the Building mud± be florescent and/or of a. quality, type, design and bulb color approved by Landlord. Tenant shall not permit the consttmptior in the Pretenses of more than 2 1.2 watts per net usable square froot u1 the Premises in respect of office lighting nor shall Tenant permit the consumption in the Premises of more than 1 1/2 watts per net usable square foot of space in the Premises In re_p_ct of the power outlets therein, at ally one time. in the event that such limits are exceeded; Landlord shall have the right to remove any lighting fixture of any florescent tube or bulb therein as it deems necessary and/or to charge Tenant for the cost of the additional elcctricitl- conam -ned. 2:i. Parking (a) The parl ing garage shall be stiffed from 5:00 a.m. to 8:00 p.m,, Monday through Friday, state and federal holidays excepted, as rzvised from time to time by Landlord. (b) Automobiles rrust be parked entirely with tlee .;tall lines on the floor. (c) All dirzctional signs and arrows must be observed. (d) The speed limit shall be 5 miles per hour. (e) Parking is prohibited in areas not striped for paJ-: rg. (f} Parking cards or any other device or form of identification supplied by Landlord (or its operator) shall remain the property of Landlord (or its operator). Such parking ;den2flcatlon de..Vlc3 must be displayed as requested and may not be mutilated in any nian zer. The serial number of the parking identification device may not be obliterated. Devices are not transferable or assignable and any device in the possession of an unauthorized holder MU be void. There will be a reel re neat charge to the Tenant or person designated by Teaa.nt of $25.00 for loss of any parking card. (a) The monthly rate for parking is payable one (1) month in advance and must be paid by the third business day of each month. FLilurc to do se will automatically cancel parlcuia privileges and a charge at the prevailing daily rate .All be due. No deductions or allowances glom the monthly race wil] be made for days parker does not use Parking Facilities. (h) Tenant may validate visitor parking by such method or mehods as the Landlord may approve, at the validation rate from time to time generally applicable to visitor parking. TUL- 15 — =005 14: 52 J1a.J7721 4 39".11 P. p? 07/i5f2005 14:49 3103228194 PACIFIC CORP TOWERS PAGE 24124 (i) Landlord (and its operator) may refuse to permit any person who violates the within rules to park in the garage, and anv violation of the rules shall subject the automobile to removal from the garage at the parker's expense. In either of said events, Landlord (or its operator; shall refund a prorata portion of the current monthly parldng rate and the sticker or any other fonn of identification supplied by Landlord (or its operator) will be returned to Landlord (or its operator). (j) Garage managers or attendants are not authorized to make or allow any exceptions to these Rules and Regulations. (k) Every parks is required to park and lock his own automobile. A11 responsibility for any loss or damage to automobiles or any personal property therein is assurned by the parker. (1) Loss or theft of parking, identification devices from automobiles must b.: reported to the garage manager imtnediately, and a lost or stolen report must be filed by the parker at that time. (m) The Parking Facilities are for the sole purpose of parldng one automobile per spare. e'as`ing, waxing, cleaning or servicing of any vehicles by the parker or his agents is prohibited. (n) Landlord (and its operator) reserves the right to refuse the issuance of monthly stickers or other parkins identification devices to any Tennant and/or its employees who -erase to comply vrith the above Rules and Regulations and all posted and unposted City, State or Federal ordiriances, laws or agreements. (o) Tenent agrees to acquaint 0 employees with these Rules and Regulations. 01.050][3@1:09 JUL -15 -2005 14 :52 3103229194 Sex P.24