OFFICE LEASE
This Lease, dated for reference purposes only as of the27thday ofJanuary,2014 (the “Effective Date”), is entered into by and between CRP MB Studios, L.L.C., a Delaware limited liability company (“Landlord”), andSony Pictures Television(“Tenant”).
P R E A M B L E:
Landlord, in consideration of the rent to be paid and the covenants and agreements to be performed by Tenant, as hereinafter set forth, does hereby lease, demise and let unto Tenant and Tenant hereby leases and accepts from Landlord that certain office space in the “Building”, as defined below, as outlined on Exhibit“A” attached hereto and incorporated herein by this reference and located at 1600 Rosecrans Avenue, Building 2A_, 2ndand 3rdfloors, Manhattan Beach, California, 90266 (the “Premises”) for the “Term”, as defined below, unless sooner terminated as herein provided. The Premises are leased by Landlord to Tenant and are accepted and are to be used and possessed by Tenant upon and subject to the following terms, provisions, covenants, agreements and conditions.
1.PRINCIPAL LEASE PROVISIONS:
Each reference in this Lease to any of the terms described in this Article 1 shall mean and refer to the following; however, the other Articles of this Lease contain numerous refinements and exceptions which qualify the provisions of this Article; all other terms are as defined in this Lease:
1.1 Landlord’s Address:
CRP MB Studios, L.L.C.
c/o The Carlyle Group
11100 Santa Monica Boulevard
Suite 750
Los Angeles, CA 90025
Attn: Brandon Taylor
With a copy to:
CRP MB Studios, L.L.C.
1600 Rosecrans Avenue
Building 2B 3rd floor
Manhattan Beach, CA 90266
Attn: Richard J. Nelson
1.2Tenant’s Address:
Prior to the Commencement Date:
Woodridge Productions, Inc.- “Battle Creek”
10202 W. Washington Blvd.
Harry Cohn 109
Culver City, CA 90232
After the Commencement Date:the Premises
1.3Building: Building2A, Manhattan Beach, California– the Building, the Common Area (as defined below) and all land, buildings, and improvements located at MBS Media Campus, 1600 Rosecrans Avenue, Manhattan Beach, California, 90266 and commonly known as Studio Name, are collectively referred to herein asthe “Project.”
1.4 Floor Number:2A 2nd and 3rd floors_
1.5Suite Number:15,792_ rentable square feet
1.6 Lease Term:2/3/14 – 12/31/14
1.7 Commencement Date: 2/3/14
1.8 Expiration Date:12/31/14
1.9 Initial Monthly Rental:See Schedule A
1.10 Security Deposit:$75,000
1.11 Brokers:For Tenant: N/A
For Landlord: N/A
1.12Number of Parking Spaces and Cost: Subject to Section 5.3.10(a) below, (25) reserved parking spaces and (65)unreserved parking spaces shall be included at no charge. Subject to availability, any additional reserved parking spaces shall be $170.00 per month, and any additional unreserved parking spaces shall be $90.00 per month. Landlord’s prevailing rate for Daily and Guest parking as of the Effective Date is $12.00 per car, subject to availability.
1.13Permitted Use of Premises: General office use consistent with a first-class office project.
1.14Base Year: Calendar Year 2014
2.PREMISES.
2.1 Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises.
2.2 Common Areas. Tenant shall have, as appurtenant to the Premises, the non-exclusive right, in common with others, subject to reasonable rules of general applicability to tenants of the Building from time to time made by Landlord and of which Tenant is given notice, to the use of the following areas of the Building: common entrances, lobbies, corridors, elevators, ramps, drives, service ways, restrooms and common walkways necessary to access to the Building (the “Common Area”). Tenant hereby agrees that Landlord shall have the right, for the purpose of accommodating the other tenants of the Building, to increase or decrease the configuration and dimensions or to otherwise alter the common corridors on any floor so long as Tenant’s access to the Premises, restrooms, stairwells and elevators is not prohibited thereby. Landlord reserves the right from time to time: (a) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, and (b) to alter, close or relocate any facility in the Common Areas.
3.TERM AND POSSESSION.
3.1 Term. The term of this Lease (the “Term”) shall be for the term set forth in Section 1.6, commencing on the Commencement Date as set forth in Section 1.7 and ending on the Expiration Date as set forth in Section 1.8 unless sooner terminated as provided in this Lease. Upon approval of additional episodes of the Battle Creek production, the Parties agree tonegotiate in good faith with regard to an extended lease Term on same or similar terms and conditions. The Lease Term will run concurrent with the term of the License Agreement between Landlord and Tenant.
3.2 Early Entry. Subject to Landlord's receipt of the Security Deposit and the Monthly Rental (as defined below) for the first full month of the Term, Landlord shall grant to Tenant a license to have access to the Premises prior to the Commencement Date to allow Tenant to make the Premises ready for Tenant’s use and occupancy (the date of such access, the "Early Entry Date"). Any such entry will be subject to all of the provisions of this Lease (including the insurance requirements in Section 8.2), except that such entry shall not start the Term and Tenant shall not be obligated to pay Rent (as defined below)during such period of early entry. Except in connection with Landlord’s gross negligence or willful misconduct, Landlord shall not be liable in any way for any injury, loss, or damage which may arise from Tenant's early entry, the same being solely at Tenant’s risk. Tenant shall defend, indemnify, and hold Landlord and its members, agents, employees, partners, and their respective employees, partners, officers, directors, agents, representatives, successors, and assigns, harmless from and against any and all suits, claims, actions, losses, costs, liens, demands, liabilities, or expenses (including reasonable outside attorneys’ fees and claims for workers’ compensation) to the extent arising out of or in connection with Tenant's early entry. Tenant agrees that if Landlord is unable to deliver exclusive possession of the Premises to Tenant on the Commencement Date, Landlord shall not be liable for any damage caused thereby, nor shall this Lease be void or voidable. Tenant waives the provisions of Section 1932.1 of the California Civil Code.
3.3 Acceptance of Premises. By entering the Premises pursuant to Section 3.2 above, Tenant accepts the Premises in its then “as is” condition and acknowledges that the Premises and the Building are in good and satisfactory condition at the time Tenant enters the Premises, and that Landlord has made no representation or warranty with respect to the condition of the Premises or the Building with respect to the suitability or fitness of the same for the conduct of Tenant’s Permitted Use, its business or for any other purpose.
3.4 Quiet Enjoyment. Upon Tenant paying the Rent and observing and performing all of the terms, covenants and conditions to be observed and performed by Tenant hereunder, Tenant shall have possession of the Premises for the entire Term hereof, subject to all of the provisions of this Lease.
3.5Security Deposit. On delivery to Landlord of a copy of this Lease executed by Tenant, Tenant shall deposit with Landlord the amount set forth in Section 1.10 as security for the timely performance by Tenant of its obligations under this Lease. The Security Deposit is not an advance payment of Rent or a measure or limit of Landlord’s damages upon an event of default by Tenant. Landlord may, but shall not be obligated to, apply all or any portion of such Security Deposit in payment of any obligation of Tenant under this Lease in default. If Landlord so applies any portion of such Security Deposit, Tenant shall within 10 days after written demand from Landlord, restore such deposit to the full amount provided in the Lease. Landlord shall not be required to pay interest to Tenant on such Security Deposit or to keep such security deposit separate from its general accounts. Such deposit shall be returned to Tenant as soon as practical after the termination of the Lease if Tenant has discharged its obligations under this Lease in full. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, and all other provisions of Law, now or hereinafter in force, which restricts the amount or types of claim that a landlord may make upon a security deposit.
4.RENT.
4.1 Payment of Rent. The Monthly Rental payments for offices are included in the payment schedule attached to the License Agreement as Schedule A. Tenant shall pay in installments pursuant to Schedule A on the due date and without any prior demand therefor and without any deduction or offset whatsoever, in lawful money of the United States of America,. Tenant shall make all payments of Schedule A to Landlord at Landlord's Address (set forth in Section 1.1) or at such other address as Landlord may from time to time request in writing. All payments made pursuant to Schedule A , Additional Rental (as defined below), and all other amounts payable to Landlord by Tenant under this Lease are collectively referred to as “Rent”.
4.2 Payment for Additional Services. In addition to the payment set forth above, as additional rent (together with all amounts other than payments payable to Landlord by Tenant pursuant to this Lease, whether denominated as such or not, “Additional Rent”), Tenant shall pay to Landlord such sums as may be due to Landlord for items and Additional Services, as generally described in Section 5.3 below, provided by Landlord to Tenant in the month previous to the one in which the Additional Rent is due. Notwithstanding anything in this Lease to the contrary, any delay or failure of Landlord to provide notice of the additional cost due, or in billing therefor, shall not constitute a waiver of, or in any way impair, the obligation of Tenant to pay such additional cost. Tenant’s failure to pay such additional charges shall, without impairment to any other of Landlord’s rights and remedies at law or otherwise, entitle Landlord to immediately terminate the Additional Services for which payment has not been made in whole when due, and shall be subject to the same penalties, charges, and actions at law as a failure to pay other contractual obligations.
5.SERVICES AND UTILITIES.
5.1 Services by Landlord. Landlord shall furnish to the Premises during normal business hours of generally recognized business days such amounts of air conditioning, heating and ventilation as may be reasonably necessary for the comfortable use and occupation of the Premises. Landlord shall at all times furnish the Premises with elevator service and reasonable amounts of electricity for normal lighting and office machines and shall furnish water for lavatory and drinking purposes. Landlord shall provide janitorial service,which shall consist essentially of a nightly clean-up of Project-standard improvements 5 days per week (excluding holidays) and window washing as reasonably required. Landlord shall replace fluorescent tubes and ballasts in the Landlord’s building standard overhead fluorescent fixtures as required. Tenant shall pay for replacement of all other tubes, ballasts and bulbs as required.
5.2 Maintenance and Repair by Landlord. Landlord shall maintain in good condition the Common Areas of the Building, shall maintain the plumbing, heating, ventilation, air conditioning, elevator, electrical and other mechanical systems of the Building in good working order, shall make necessary repairs to the roof and the shell of the Building, and shall promptly repair any damage to the Building as provided in Article 9.
5.3Additional Services. Landlord shall provide to Tenant, at additional cost to Tenant, the following Additional Services. Certain Additional Services shall be provided at the rates set forth on Exhibit “C” attached hereto and incorporated herein by this reference; rates for any Additional Services not set forth on Exhibit”C” or elsewhere in this Lease shall be provided to Tenant at the rates charged to other tenants with similar usage and requirements.
(a) Parking Privileges. During the Term, Tenant shall have the right to lease from Landlord the reserved and unreserved parking spaces set forth in Section 1.12 above. Landlord shall have the right to relocate such parking spaces as reasonably determined by Landlord from time to time. All Parking Privileges shall be leased to Tenant at Landlord’s then-prevailing charges and paid to Landlord as Additional Rent. All Tenants are required to have Studio issued ID/Access cards. There is a one time charge of $35.00 per card. Tenant acknowledges that due to the unique nature of the Building and the studios uses thereof, Landlord shall have the right to require that some or all of the parking, whether unreserved or reserved, be by means of valet parking for such periods of time as Landlord shall determine in its sole discretion. Landlord shall have the right to institute alternate parking sites to address tenant over parking and Tenant shall bear all the costs of the same.
(b)Telephone Service. Telephone service is provided through a privately owned telephone switch system and not by a public utility and, shall be billed at the standard charges and rates established by Landlord for all Tenants. Telephone charges and rates shall be established at the time such service is ordered initially, shall apply in all months in which Tenant utilizes such service, and shall be paid to Landlord as Additional Rent, subject to any price adjustments applicable to all users that Landlord in Landlord’s sole discretion may find it necessary to make.
(c)Data Services. Internet and other Data Services are provided through Landlord or any other entity selected by Landlord to provide such services (the “DSP”) and not by a public utility. The DSP shall bill Tenant at the standard charges and rates established by DSP for all tenants having similar usage and requirements. These data charges and rates shall be established at the time such service is ordered initially and shall apply in all months in which Tenant utilizes such service, subject to any price adjustments applicable to all users that the DSP in the DSP’s sole discretion may find it necessary to make. Internet Service terms and conditions as well as any Custom Data Service andprovisioning of network or other computer equipment is subject to separate agreement with the DSP only.
(d)Copiers. Copy machines are provided by Landlord and shall be billed at the standard charges and rates established by Landlord for all tenants having similar copier usage and requirements. Copier charges and rates shall be established at the time such service is ordered initially and shall apply in all months in which Tenant utilizes such service, subject to any price adjustments applicable to all users that Landlord in Landlord’s sole discretion may find it necessary to make.
(e) Other Services. Use of Landlord’s equipment, provision of maintenance services beyond those set forth in Section 5.2 above, provision of repair services, and use of conference rooms, as well as such other items and/or services as may be agreed to in writing between Landlord and Tenant.
5.4 Interruption of Service. Landlord shall not be liable and the Rentand other payments to Landlord shall not abate for interruptions to, without limitation, the telephone, plumbing, heating, ventilation, air conditioning, elevator, electrical or other mechanical systems or cleaning services, by reason of accident, emergency, repairs, alterations, improvements or shortages or lack of availability of materials or services. At any time during the term of this Lease, any utilities or services may be conserved by Landlord without abatement of rent or other expenses if undertaken by Landlord as required by any governmental agency or in a reasonable effort to reduce energy or other resource consumption.
6.USE AND OCCUPANCY BY TENANT.
6.1 Permitted Use by Tenant. Tenant shall use and occupy the Premises for general office purposes as described in Section 1.13 and for no other purposes. In no case shall Tenant use any portion of the Premises for any purposes other than the Permitted Use of Premises as defined in Section 1.13 above. In no case shall Tenant use any portion of the Premises for (i) offices of any division, agency or bureau of the United States or any state or local government of any foreign government or subdivision thereof, (ii) offices of any health care professionals or for the provision of any health care services, (iii) any schools or other training facility, (iv) any retail or restaurant uses, (v) any residential use, or (vi)any illicit uses. Tenant acknowledges that it has had a full opportunity to make its own determination regarding the suitability of the Premises for Tenant’s Permitted Use. Tenant shall operate its business on the Premises during normal business hours and shall maintain sufficient personnel on the Premises during normal business hours to receive and supervise visitors to the Premises. Notwithstanding the foregoing, Tenant will have access to the Premises and the Project's main parking structure 24 hours a day. Tenant shall not do or permit anything to be done in or about the Premises which would constitute a nuisance to the other tenants or occupants of the Building or significantly interfere with their use of any area of the Building other than the Premises.