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HomeMy WebLinkAboutComcast (12)Comcast. 14 Septermber 2004 Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Comcast Cable Communications, Inc S G P 1 5 2004 1647 Alcosta P?O. Box 5147BIvd., Suite 200 San Ramon, CA 94583 TOWN OF LOS ALTOS HILLS P��925-973-7000 c Attn.: Maureen Cassingham, Business Manager Subject: Ground Lease Agreement between the Town of Los Altos Hills (Town) and Comcast of California/Ohio/Pennsylvania/Utah/Washington, Inc. f/k/a TCI of Pennsylvania, Inc. successor in interest to Pacific Sun Cable Partners, LP (Company). Dear Ms. Cassingham, Enclosed are two originals of the Comcast Transfer of Ownership of Leased Premises Communication Equipment to Town of Los Altos Hills. Per our conversation, these have been revised to reflect an effective date of 15 October 2004. These docuements have been signed by Company. When fully executed please return one to my attention at the above address. Please feel free to contact me at 925-973-7087. ert J. Vander - Real Estate 4.7 TOWN OF LOS ALTOS HILLS October 7, 2004 Staff Report to the Town Council SUBJECT: Request from Comcast to Terminate Ground Lease Agreement with Town of Los Altos Hills for Communications Equipment Site at the Town Playing Fields, Purissima Road near Viscaino effective October 15, 2004 Proposed Transfer of Ownership of Communications Equipment at Town Playing Fields from Comcast to Town of Los Altos Hills effective October 15, 2004 FROM: Maureen Cassingham, City Manager),. Recommendation: That the City Council: 1) Approve Comcast's request to terminate their Ground Lease with the Town for the Communications Equipment Site at the Town Playing Fields effective October 15, 2004; 2) Accept and approve the proposed Transfer of Ownership of Communications Equipment at the Town Playing Fields from Comcast to the Town effective October 15, 2004. Background: Comcast Cable Communications, successor to Pacific Sun Cable Partners as the Town's cable franchisee, has conveyed its desire to terminate its ground lease agreement with the Town for its communications equipment site at the Town playing fields (see letter received 6-8-04). The term of the lease expired on June 17, 2003 and Comcast has continued to occupy the premises on a month to month basis and the Town has continued to collect the rent accordingly. Current monthly rent is $1764.30. Comcast now proposes to terminate the lease on October 15, 2004 at which time their improvements including a communications tower, building, fencing, etc. will become property of the Town with the concurrence of the City Council. AT&T Wireless, successors to Bay Area Cellular Telephone Company has subleased space on the Comcast tower since January, 1994 and wishes to continue its use of the facilities by entering into an agreement directly with the Town at a proposed monthly rent of $2000. AT&T Wireless also proposes to maintain these same improvements throughout the life of the five year lease beginning November 5, 2004. It is anticipated that the proposed ground and communications equipment lease between the Town and AT&T Wireless will be presented to Council on November 4, 2004. Discussion: From a resident cell phone service perspective and from a revenue generation standpoint for the Town, it is appropriate for the Council to consider Comcast's requests to terminate its ground lease and transfer its communications equipment which pave the way for a successor communications vendor to seek Town approval to use the Playing Fields site and the Town's communications equipment located thereon. Comcast. 28 May 2004 Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Attn.: Maureen Cassingham, Business Manager Comcast Cable Communications, Inc. 12647 Alcosta Blvd., Suite 200 P.O. Box 5147 San Ramon, CA 94583 Phone: 925-973-7000 www.comcast.com JUN 0 8 2004 TOWN OF LOS ALTOS HILLS Subject: Ground Lease Agreement between the Town of Los Altos Hills (Town) and Comcast of California/Ohio/Pennsylvania/Utah/Washington, Inc. f/k/a TCI of Pennsylvania, Inc. successor in interest to Pacific Sun Cable Partners, LP (Company). Dear Ms. Cassingham, Thank you for taking the time to speak with me on the phone the other day concerning subject lease. This letter is a follow up to that conversation. I wanted to confirm to you that Company no longer has a use for subject site and wishes to terminate the Agreement. Per Paragraph 6.2 of the lease agreement, Company shall surrender the Premises to the Town in the same condition (the Improvement excepted) as when received and Company shall surrender all Improvements and the cables and wires reasonably needed to support the operation of the Improvements, and the Improvements shall become the property of the Town. Or upon notification from the Town, Company is to remove all of the Improvements and any related cables and restore the Premises. The Company has a sublease in place with AT&T Wireless (successor in interest to BACTC). Enclosed is a copy of this agreement. AT&T has exercised their option to extend the lease for a period of 5 years. Per the sublease agreement the extended term cannot exceed the term of the Master Agreement, thus the term is on month to month basis. I believe that AT&T Wireless would like to remain at this site. I would like to propose that the Town and Company agree to terminate the Agreement with the Town taking possession of the Improvements. Company would remove its communications equipment and debris from the tower and site. The Company could then either assign to the Town the AT&T Wireless agreement or terminate the agreement allowing the Town to enter into it own agreement directly with AT&T Wireless for the use of the Premises and tower. Please feel free to contact me via phone (925-973-7087) or via email Robert Vanderlip@cable.comcast.com to discuss how the Town would like to proceed. Sincerely, bert J. Vanderlip sir -Real Estate ■®6/30/04 WED 13:41 FAX 925 973 7104 FAX Cover Sheet DATE: 30 June 2004 TO: Maureen Cassingham City of Los Alto Hills COMCAST Comcast cable Communications P.O. Box 5147 San Ramon, CA 94583 FAX: (650) 941-3160 Phone: (650) 941-7222 x225 FROM: Robert Vanderlip FAX: 925-973-71.04 Phone: 925-973-7087 RE: Los Altos Hills, Purissirna road Maureen, Attached is a copy of the AT&T Wireless lease. Thank you. NUMBER of PAGES (including cover): [a 001 06/30/04 WED 13:41 FAX 925 973 7104 CWICAST Z 002 SUBLEASE AGREQMrzNT This Sublease Agreement (the "Sublease") is dated as of q /I , 1993 by and between SAY AREA -CELLULAR TELEPHONE COMPANY, a California general partnership, 651 Gateway Blvd., Fifteenth Floor, South San Francisco, CA 94080, Attn: Controller ("BACTC") and PACIFIC SUN CABLE PARTNERS L.P., a Washington Limited Partnership (''Sublessor") 5976 West Las Posilas Blvd., Suite 202, Pleasanton, CA 94588. A. Sublessor is the lessee under a lease dated June 6, 1990 (the "Master Lease'), wherein the Town of [.as Altos Hills, a municipal corporation ("Lessor"), leased to Sublessor certain real property located on Purissima Road, Town of Los Altos Hills, -Santa Clara County, California (the "Master Premises"), which property is more particularly described in the Master Lease. The Master Lease is attached to this Sublease as Exhibit A. Sublessor owns and maintains a monopole antenna tower on the Master Premises (the 'Tower"). The Tower is more particularly described in Exhibit B. 0. -BACTC has leased fromessor a parcel of property adjacent to the Master Premises, pursuant to that certain Ground Lease, dated as of q /9 , 1993 (the "Ground Lease"), upon which BACTC shall construct an equipment shelter and install certain facilities (the "Ground Lease Premises"). C . Sublessor desires to sublease to BACTC, and BACTC desires to sublease from Sublessor, space upon the Tower for the placement of certain cellular telephone antennae. D . Lessor is willing to consent to this Sublease, in accordance with Section 12.1 of the Master Lease. and will execute a First Amendment to Lease and Consent to Sublease (the "Consent") concurrently with this Sublease. NOW, THEREFORE, in consideration of the covenants contained herein and for other good and valuable consideration, the parties agree as follows: 1 . Lease of the Sublease: Premises. (a) r mases. Lessor hereby sublets to BACTC and BACTC ,sublets from Sublessor space on the Tower (the "Sublease Premises") for the placement of four (4) panel type directional cellular telephone antennae, to be mounted at the sixty (60) foot level, upon an existing cross -beam, as more particularly described on attached Exhibit B (the "Sublease Premises"), (b) AACTC lmlroyements. Following the Commencement Date (as defined below),, BACTC shall commence to install the antennae in accordance with the plans attached as Exhibit B which are hereby approved for construction by Lessor and Sublessor. BACTC, at BACTC's sole cost and expense, shall obtain all necessary governmental approvals and permits prior to commencing construction and shall provide Sublessor with five '(5) days notice prior to the start of construction to permit Sublessor to post notices of non -responsibility. All BACTC contractors and subcontractors shall be duly licensed in the State of California. (c) Tower RoJnforcemen Microflect Incorporated, the Tower's manufacturer, has notified the parties that the Tower, as presently configured, may require structural modification or reinforcement prior to installation of the antennae described in subsection (a) above. Sublessor agrees that, following the Commencement Date, BACTC may undertake such structural modification or reinforcement to the Tower as may be required or advisable for installation of the BACTC equipment in the manner recommended by the tower manufacturer and approved by BACTC, all in accordance with sound engineering practices. The specifications for the work shall be subject to Sublessor's approval, which shall not be unreasonably withheld or delayed. BACTC shall use its best efforts to avoid any interruption of Sublessor's operations during such work, including, but not limited to, the use of 1. Site 95: Execution Copy 2 August 27, 1993 06/30/04 WED 13:41 FAX 925 973 7104 COMCAST [a 003 temporary towers and antennae if the Tower reinforcement requires temporarily disabling the function of the Tower. BACTC shall notify Sublessor prior to commencing any work on the Tower, and shall coordinate its construction plans and schedules with Sublessor to minimize the possibility of service interruption, and the effects of such interruption should they occur. 2. Rent. BACTC shall pay rent to Sublessor in equal monthly installments of One Thousand Dollars (S1,000.00) per month. Rent shall be payable on the first day of each and every month during the term hereof, commencing on the Commencement Date. The rent shall be -adjusted on July 1 of each year (commencing on July 1, 1994) (the "Adjustment Dates)"), including during any option period, to an amount equal to One Thousand Dollars (S1,000.00), multiplied by a fraction, the numerator of which is the Consumer Price Index, All Urban Wage Earners, San Francisco -Oakland Area, published by the United States Department of Labor, Bureau of Labor Statistics (1982- 84 = 100) (the "Index") as of April 30 (immedlately.preceding the current Adjustment Date), and the denominator of which is the Index as of the month immediately preceding the Commencement Date. If the Index is discontinued or revised, such other government inclax or computation with which it is replaced shall be used in order to obtain substantially the same result as would be obtained if the Index had not been discontinued or revised- As additional consideration for execution of this Sublease, following execution of this Sublease BACTC shall provide Sublessee with one (1) cellular telephone (make and model to be mutually agreed upon by the parties). 3. Term. (a) Initial Term. The initial term of this Sublease shall commence on the earlier to occur of the first. day of the first month following BACTC's notice to Sublessor in writing that BACTC has obtained all permits and approvals necessary for BACTC to be legally entitled to constructt*,-QKW,9 en; at the Sublease Premises, or January 1, 1994 (the "Commencement Date") and shall endouly 17, 2003unless extended pursuant to subsection (b) below, or terminated earlier pursuant to the terms is �ubTease, Notwithstanding the foregoing, execution of the Consent by the Lessor shall be a condition precedent to the commencement of this Sublease. (b) Extension Tore. Sublessor hereby grants to BACTC the right to extend the term of this Sublease for two (2) additional successive term(s) of five (5) years (the "Extension Term(s)") in accordance with Section 13, below. Notwithstanding the foregoing, no Extension Term shall exceed the term of the Master Lease (as extended pursuant to Article II thereof, or by other agreement between Lessor and Sublessor). If a full five (5) year Extension Term would exceed the term of the Master Lease (as extended), such Extension Term will expire concurrently with expiration of the Master�Lease, Sublessor agrees that it shall notify BACTC promptly of any agreement with Lessor pertaining to extension of the Master Lease (including any failure to, or election not to, extend the Master Lease term). 4. Use. BACTC shall use the Sublease Premises, together with equipment installed by BACTC at the Ground lease Premises, as one of BACTC's cellular telephone sites (a "Cell Site") comprising BACTC's system (the "System") for furnishing' cellular telephone service to the public. A Cell Site is a site at which radio and telephone equipment is installed and used to send and receive radio signals to and from cellular telephones and to connect those signals to telephone facilities either directly, by means of cables, or indirectly, by means of microwave transmitting facilities (including microwave antennas) located at the Cell Site, BACTC shall not use the Premises for any other purposes without the written consent of Sublessor and Lessor, 5. nt/License- Sublessor hereby grants to BACTC, for the term of this Sublease (including any extensions thereof), an unimpaired, non-exclusive easement, license and right of way in and over those portions of the Master Premises (including the Tower) necessary to provide physical access by personnel and equipment from Purissima Avenue to or from the Sublease Premises, and from the Sublease Premises to the Ground Lease Premises (the "Access Areas"). The Access Areas include the appurtenant easement from Purissima Avenue granted to Sublessor pursuant to Section 1,1 of the Master Lease, The rights granted to BACTC pursuant to this Section S are for the purpose of installing, constructing, maintaining, restoring, replacing, and operating SACTC's equipment -located within or on the Sublease Premises, the Ground lease Premises, or the Access Areas, including any neegssary Electrical. cable and telephone conduits. Such rights shall include the right of ingress and egress. to Site 95: Execution Copy 2 August 27, 1093 06/30/04 WED 13:42 FAX 925 973 7104 COMCAST Z004 twenty-four (24) hours per day, seven (7) days per week over such Access Areas for access to or from any of BACTC's equipment. 6. Utilities. BACTC shall install separate utility meters at the Ground Lease Premises and BACTC shall be responsible directly to the serving utilities for all utilities required for BACTC's use of the Sublease Premises. 7. Protection Against Interferent. a. Sublessor. Sublessor will not grant another sublease to any party for use of the Master Premises, if such use would intent@re with BACTC's operation of the System- Any future lease of the Master Premises which permits the installation of communication equipment shall be conditioned upon not interfering with BACTC's operation of the Cell Site. BACTC shall have the right to terminate this Sublease upon ninety (90) days' written notice in the event its reception or transmission is interfered with by other antenna equipment, or obstacles constructed or operated in BACTC's reception or transmission paths. b.�. BACTC agrees that its equipment shall be shielded at all times and maintained so as to cause no interference with Sublessoes signal reception or transmission. BACTC shall immediately take such steps as are necessary to cease or rectify any such interference immediately upon receipt of written notice from Sublessor which includes the written opinion of a qualified independent electrical engineer that BACTC is the source of such interference. BACTC shall pay the reasonable fees of the independent electrical engineer providing such written opinion. If BACTC is unable to eliminate such interference, Sublessor may terminate this Sublease as provided in Section 12(b), below. 8 . Tower Mai ntenance/Ap roval. Sublessor shall maintain and repair the Tower in a manner that complies with all federal, state and local laws, ordinances. rules and regulations, and in a manner consistent with industry practice ("Tower Regulations'). BACTC shall maintain and repair its installation on the Tower including those portions of the Tower connected to BACTC's installation. BACTC's installation shall not violate any Tower Regulation. 9. DamaCt�and a�aryfrtion, (a) If the Tower is damaged by any cause other than the negligence or misconduct of BACTC, and such damage materially interferes with the,operation of the Cell Site, Sublessor shall immediately thereafter commence and complete reconstruction or repair of the Tower. If the time period required for such repair or reconstruction exceeds thirty (30) days from the date of such damage, BACTC may, at its option. elect to terminate this Sublease by written police to Sublessor, effective as of the date of such damage or destruction. If BACTC does not terminate this Sublease as provided in this subsection rent payable* hereunder shall be fully abated from the date such damage occurred, until the Tower is again fully usable by BACTC. (b) Notwithstanding subsection (a) , above, if the Master Lease is terminated pursuant to Article 6 thereof, this Sublease shall terminate on the date of such termination. 1 0 _ Condemnation. II all or part of the Sublease Premises is taken by condemnation such that it is no longer usable as a part of the Cell Site, this Sublease shall terminate effective upon the date of such taking, unless the Tower, and BACTC's equipment and improvements, can be relocated to another position at the Master Premises acceptable to Sublessor and BACTC. BACTC shall be entitled only to that portion of the proceeds of condemnation which is directly attributable to BACTC's relocation costs and the value of BACTC's equipment and improvements. 11. Need to Prevent Unsupervised Acg=. BACTC's cellular equipment is highly sensitive and is subject to federal requirements that any entry onto the Sublease Premises which could damage or interfere with it must be controlled. Accordingly, Sublessor shall restrict access to the Tower to its employees and agents, and shall advise BACTC twenty-four (24) hours prior to any entry onto the Tower, In case of emergency (i.e, an abrupt equipment failure on the Tower resulting in the material impairment of Sublessor's operations), Sublessor shall 3. Site 95: Execution Copy 2 August 27, 1933 06/30/04 WED 13:42 FAX 925 973 7104 CWICAST use its best efforts to notify BACTC, and if unsuccessful, may thereafter enter the Tower to address the emergency. in such event. Sublessor shall notify BACTC of the emergency (and its entry onto the Tower) within twenty-four (24) hours. 12. Termination. (a) Termination by Q& . BACTC may terminate this Sublease for cause upon the giving of ninety (90) days' written notice to Sublessor if any of the following events occur. (a) BACTC fails to obtain or loses any necessary permits, approvals or orders and is thereby unable to use the Sublease Premises as part of a Cell Site; or (b) Sublessor fails to comply with any term, condition or covenant of this Sublease and does not cause such failure to be cured within thirty (30) days after written notice thereof or in the event of a cure which requires in excess of thirty (30) days to complete, if neither Sublessor nor Lessor has commenced such cure within thirty (30) days of such notice and is not diligently prosecuting said cure to completion, or (c) the Ground tease terminates (such termination of this Sublease to be effective as of the date of termination of the Ground Lease). BACTC shall have the right to cure any default by Sublessor following such notice and cure period and to deduct the cost of such cure from rent due hereunder upon presentation of an accounting of such costs to Sublessor. (b) Tgrritfnatfon lay Sublessor. Sublessor may terminate this Sublease upon the occurrence of any of the following; (a) Failure by BACTC to pay any rent required hereunder when due if such failure continues for more than ten (10) calendar days after delivery to BACTC of notice of such failure to make timely payment; (b) failure by BACTC to comply with any material term, condition or covenant of this Sublease, other than the payment of rent, if such failure is not cured within thirty (30) days after written notice thereof to BACTC, or in the event of a cure which requires in excess of thirty (30) days to complete, if BACTC has not commenced such cure within thirty (30) days of such notice and is not diligently prosecuting said cure to completion; (c) if BACTC becomes insolvent, or makes a transfer in fraud. of creditors, or makes an assignment for the benefit of creditors, or files a petition under any section or chapter of the Federal Bankruptcy Code, as amended, or under any similar law or statute of the United States or any state thereof, or is adjudged bankrupt or insolvent in proceedings filed against BACTC thereunder, or if a receiver or trustee is appointed for all or substantially all of the assets of BACTC due to BACTC's insolvency; or (d) if expansion of Sublessor's cable service requires Sublessor's use of the Sublease Premises, provided (i) BACTC is given twelve (12) months prior written notice of such termination, and (if) BACTC is granted the right to modify the Tower, in accordance with sound engineering practices, at BACTC's sole cost and expense, to accommodate such additional use (such modifications to be subject to Sublessor's consent, which will not be unreasonably withheld, Lessor consent (as required by the Master tease) and all other permit and use requirements imposed by Lessor.) 13. Explctse_ of d to ions to Extend. BACTC shall have successive options to extend the term of this Sublease for the Extension Terms set forth in Section 3 of this Sublease, on the same terms, covenants and conditions (except as to the number of remaining option terms) as are contained in this Sublease. BACTC shall exercise the options, if at all, by giving written notice of exercise to Sublessor not less than sixty (60) days prior to the expiration of the initial term or any extended term, as the case may be, of this Sublease. 14. RenY.esentatiQRs. Warrantiend Covenants of._Sublesor. Sublessor represents, warrants and covenants that: (a) the Master Lease is in full force and effect and there has occurred no breach or default by Sublessor thereunder, nor has Sublessor acted or omitted to act in any way which would become a breach or default thereunder after notice or lapse of time or both; (b) to the best of Sublessor's knowledge, there has occurred no breach or default by Lessor under the -Master Lease, nor has Lessor acted or omitted to act in any way which would become a breach or default thereunder after notice or lapse of time or both; (c) Sublessor has legal right to possession of the Master Premises and the power and the right to enter into this Sublease and BACTC, upon the faithful performance of all of the. terms, conditions and obligations of 4. Site 95: Execution Copy 2 August 27, 1993 [a 005 06/30/04 WED 13:43 FAX 925 973 7104 CONCAST 1a 006 BACTC contained in this Sublease, shall peaceably and quietly hold and enjoy the Sublease Premises upon the terms, covenants and conditions set forth in this Sublease throughout the term of this Sublease and any extensions thereof; (d) all security gates and access roads to the Master Premises (it any) shall be operational: (e) there have been no supplement or amendments of the Master Lease; (f) Sublessor will maintain the Master Lease in full force and effect and will comply with all terms thereof; (g) Sublessor will not modify, supplement or amend the Master Lease in any way which materially affects this Sublease; (h) Sublessor will, reasonably promptly following receipt or transmittal thereof, provide copies to BACTC of all notices, consents or other communications between Sublessor and Lessor which apply to or effect this Sublease or the Master Premises; and (i) Sublessor agrees to take reasonable steps to obtain Lessor's consent to this Sublease. 15. R�.presentations. Warranties and Covenants of ®ACTC. BACTC represents, warrants and covenants that BACTC shall not commit or suffer any act of omission that will violate any of the provisions of the Master Lease. BACTC agrees to reimburse Sublessor for the reasonable out-of-pocket expenses incurred by Sublessor to secure Lessor's consent to this Sublease, or incurred to obtain approvals or permits from regulatory agencies in connection with this Sublease (i.e. filing fees for an amendment to Sublessor's use permit), 16, Incorporatiop 91 Terms of ba Master Lease. The following terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, BACTC the lessee thereunder, and the Premises the Master Premises: Section 5.2 (Prohibited Uses), Section 5.4 (Compliance with Laws), Section 5.6 (Toxics) Section 6.1 (Maintenance, Repairs and Alterations - General), Section 6,6(a) and (b)(2) (Improvements). 17, LDAUgnoe. BACTC shall maintain comprehensive liability insurance, naming Lessor and Sublessor as an additional named insured, protecting and indemnifying Sublessor and BACTC against claims and liabilities for injury, damage to persons or property, or for the loss of life or of property occurring upon the Sublease Premises resulting from any negligent act or omission of BACTC, its employees, agents, contractors, and subcontractors. Such insurance shall afford minimum protection of not less than $1,000,000 for injury to or death of any one person, $7,000,000 for injury or death of two or more persons, and $7,000,000 for property damage. BACTC shall furnish Sublessor and/or Lessor with a certificate indicating the applicable coverage, upon request. 18 Liability and Indemnification. BACTC shall at all times comply with all laws and ordinances and all rules and regulations of municipal, state and federal governmental authorities relating to the installation, maintenance, height, location, use, operation, and removal of improvements authorized herein, and shall fully indemnify Lessor and Sublessor against any loss, cost or expense which may be sustained or incurred by Sublessor as a result of the installation, operation or removal of such improvements. Except for the acts of Sublessor and Sublessor's agents or employees, Sublessor shall not be liable to BACTC for any loss or damages arising out of personal Injuries or property damage on the Sublease Premises. 19, Mutual Inde Wily, Each party shall indemnify and hold harmless the other from any and all liability or other costs or expenses for injury (including attorneys' fees and expenses of defending claims or litigation as may be allowed by law) arising from the indemnifying party's material breach of its obligations under this Sublease. Notwithstanding the foregoing, neither party shall have indemnity obligations under this Section 19 with respect to 5. Site 95: Execution Copy 2 August 27, 1993 06/30/04 WED 13:43 FAX 925 973 7104 C0CAST [a 007 claims arising from the negligence or willful misconduct of the other party, its officers, agents, servants, customers, contractors, invitees and any other entity for which or whom such party may be held legally liable. 20. " MP. Tra and Removal Of BACTC' t=autpa1ent. Title to SACTC's equipment, and all improvements installed at and affixed to the Sublease Premises by BACTC shall be and shall remain the property of BACTC, BACTC may, at any time, including any time it vacates the Sublease Premises, remove BACTC's equipment. fixtures, and all of BACTC's personal property from the Sublease Premises, but BACTC shall not be required to remove any underground cable or conduit installed on or about the Sublease Premises unless Sublessor is expressly required to remove such underground cable or conduit by the Lessor - 21. ld4,l�r tageQver. If BACTC holds over after this Sublease has been terminated, the tenancy shall be month-to-month, subject to the provisions of this Sublease, 22. $urrgnder. Upon termination of this Sublease, BACTC shall remove the equipment and improvements installed at the Sublease Premises by BACTC except as set forth in Section 20, and shall surrender the Sublease Premises in as good order and condition as when first occupied by BACTC, wear and tear and damage by fire or other casualty excepted - 23. Assjggmerit and Subletting. BACTC shall not assign, sublet or otherwise transfer or encumber all or any part of BACTC's interest in this Sublease without Sublessor's prior written consent, which Sublessor shall not unreasonably withhold. Notwithstanding the foregoing, BACTC may assign or sublet the Sublease Premises, or any portion thereof, without Sublessor's consent, to any entity which controls, is controlled by, or is under the common control with BACTC, or to any entity resulting from any merger or consolidation with BACTC, or to any partner of BACTC or to any partnership in which BACTC is a general partner, or to any person or entity which acquires all of the assets of BACTC as a going concern, or to any entity which obtains a security interest in a substantial portion of BACTC's assets. Any such assignment, subletting or transfer shall not relieve BACTC of its obligations under this Sublease. Any assignee shall also assume and be bound to perform all of the obligations of BACTC under this Sublease_ Should Sublessor transfer or otherwise convey all or any part of the Sublease Premises to any transferee other than BACTC, then such transfer shall be subject to this Sublease and all of BACTC's right -s hereunder and the easement rights of BACTC to the Access Areas. 24. 6ttgL0_n1ent. Subject to Section 12, above, in the event of a termination of the Master Lease prior to the expiration of the initial term or duly exercised extension term hereunder, or of an uncured default by Sublessor under the Lease, and provided BACTC shall not be in default hereunder, BACTC shall grant to Lessor all of the rights of Sublessor hereunder (including without limitation, the direct payment of rent following notice from Lessor) and Lessor shall assume all of the obligations of Sublessor hereunder and this Sublease shall continue in full force and effect and Lessor and BACTC shall execute an amendment to this Sublease to that effect. 25. Noti2Q22, land Ofher Communications. Every notice required by this Sublease shall be delivered either by (i) personal delivery, or (ii) postage prepaid return receipt requested certified mail addressed to the party for whom intended at the addresses appearing in the first paragraph of this Sublease , or at such other address as the intended recipient shall have designated by written notice- A copy of each notice sent to BACTC shall be sent to: Paul B. Albritton, Mackenzie & Albritton, One Maritime Plaza, Suite 710, San Francisco, CA 94111. 26. VWai ers. Any waiver of any right under this Sublease must be in writing and signed by the waiving party. 27. WrittRn Agreement to Govern. This Sublease and the Master Lease are the entire understanding between the parties relating to the subjects they cover. 28. Atto.Cneys' Fees. The prevailing party in any action or proceeding brought to enforce this Sublease shall be entitled to recover its reasonable attorneys' fees, costs, and expenses in connection with such action or proceeding from the other party. 29, Far4lier Assurances. !n addition to the actions specifically mentioned in this Sublease, the parties shall each do whatever may be reasonably necessary to accomplish the transactions contemplated in this Site 95: Cxecution Copy 2 August 27, 1993 06/30/04 WED 13:44 FAX 925 973 7104 COMCAST Z008 Sublease including, without limitation, execution of a Memorandum of this Sublease and a Memorandum of Commencement hereof in form appropriate for rocurding in the county in which the Premises are situafod. 30. LillIgr Anoroyai. Pursuant to Soclion 12 of the Master Lease, any Sublease of any portion o1 the Master Premises must be approved by the Lessor. Therefore, this sublease shall not be binding upon tha parties until it has been so approved; which approval must be obtained within thirty (30) days of the date first set forth above. Unless this Sublease is approved by Lessor within said period, this Sublease shall automatically terminate unless otherwise agreed upon in writing, IN WITNESS WHEREOF, the parties hereto have ex®out®d this Sublease as of the day and year first above written. Subtossor: PACIFIC SUN CABLE PARTNERS LP a Washington limited partnership By Title: Print©d Name: . - - --- ' ✓�-- SCHEDULE OF EXHIBITS: a. Exhibit A (the "Master Lease") b. Exhibit B (the "Sublease Premises') m Memorandum of Sublease 7. Site 95: Execution Copy 2 August 27, 1993 Subleases: BAY AREA CELLULAR TELEPHONE COMPANY, a California goner i partnership By, • Vice President , �, r J Printed Name:. I �G'•"✓l �( ! !, %� I, ft(m w�(r)