AGENDA REPORT
Meeting Date: February 4, 2026
Jonathan Gernes, Senior Management Analyst
Subject: CONSENT TO SUBLEASE WITH UNITED TALENT AGENCY, LLC AND BCR & CO., A CALIFORNIA CORPORATION, AT 331
FOOTHILL ROAD
Attachment: 1. Consent to Sublease
RECOMMENDATION
Staff recommends City Council approve the Consent to Sublease agreement with United Talent Agency, LLC (the “Tenant”) and BCR & Co., a California Corporation (the “Sublessee”) at 331 Foothill Road.
INTRODUCTION
United Talent Agency, LLC leases Suite 170, 200 and 300 at 331 Foothill Road. The Consent to Sublease provides the City’s written consent for the Tenant to sublease Suite 170 to BCR & Co.
DISCUSSION
The City of Beverly Hills entered into a lease agreement with United Talent Agency, LLC in November 2021 for Suite 300 at 331 Foothill Road. The lease has subsequently been amended to expand the leased premises at the building to include Suite 200 and Suite 170, with the term expiring in October 2032. The Tenant operates one of the largest global talent agencies, providing representation to a broad range of artists, athletes and brands.
The Consent to Sublease provides the City’s written consent for the Tenant to sublease Suite 170 to BCR & Co. through April 30, 2027. BCR & Co. is led by Greg Berlanti, a screenwriter, producer and director. Mr. Berlanti plans to utilize the office space for writing and production purposes related to an upcoming media project. United Talent Agency, LLC would continue to be financially responsible for the performance of the lease through the end of the lease term. The Consent to Sublease does not change the previously approved lease terms as all lease terms shall prevail over the sublease.
Item Number: E- 9
To: Honorable Mayor & City Council
From: Logan Phillippo, Real Property Development Manager Meeting Date: February 4, 2026
FISCAL IMPACT
The Tenant shall pay the City a processing fee of $2,000 in association with this Consent to Sublease. There is no transfer rent payable to the City for this Consent to Sublease.
Ryan Gohlich,
Assistant City Manager
Approved By
Attachment 1
CONSENT TO SUBLEASE
This CONSENT TO SUBLEASE (“Consent to Sublease”) is dated as of February 4, 2026 (the “Effective Date”), and is entered into by and between the CITY OF BEVERLY HILLS, a municipal corporation (“Landlord”), UNITED TALENT AGENCY, LLC, a Delaware limited liability company (“Tenant” and “Sublessor”), and BCR & CO., a California corporation (“Sublessee”).
R E C I T A L S
A. Landlord and Tenant entered into that certain Lease dated November 16, 2021, as amended on February 8, 2022 and August 2, 2022 (the “Lease”), covering certain premises (the “Premises”) that are located at the Building at 331 Foothill Road, Beverly Hills, California and the Parking Facilities (as defined in the Lease) located at 9333 West 3rd Street, Beverly Hills, California.
B. Section 15.1 of the Lease states that Tenant shall not sublet or otherwise transfer any part of the Lease or the Premises without first procuring the written consent of Landlord, in Landlord’s reasonable discretion.
C. Tenant has duly requested Landlord’s consent to enter into a Sublease Agreement (“Sublease”), with the parties to that Sublease being Tenant as sublessor and Sublessee, as sublessee.
D. Landlord desires to grant its consent to Tenant’s Sublease subject to and specifically conditioned upon the terms and conditions of this Consent to Sublease.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
A G R E E M E N T
1. Capitalized Terms. Any capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Lease.
2. Consent to Sublease. Landlord hereby grants its consent to the Sublease entered into by and between Tenant and Sublessee, a copy of which is attached hereto as Exhibit “A”.
Tenant and Sublessee represent to Landlord that Exhibit “A” is a true and correct copy of the Sublease. Landlord’s consent to the Sublease applies only to the Sublease with Sublessee and shall not be deemed to be a consent to any subsequent transfer to any other party or any additional Transfer to Sublessee.
3. No Release. This Consent to Sublease shall in no way release the Tenant or any person or entity claiming by, through or under Tenant, including Sublessee, from any of its covenants, agreements, liabilities and duties under the Lease (including, without limitation, all duties to cause and keep Landlord and others named or referred to in the Lease fully insured and indemnified with respect to any acts or omissions of Sublessee or its agents, employees or invitees Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 2 B0785-0001\3208603v1.doc
or other matters arising by reason of the Sublease or Sublessee’s use or occupancy of the Premises), as the same may be amended from time to time, without respect to any provision to the contrary in the Sublease.
4. Specific Provisions of Lease and Sublease; Change in Use. This Consent to Sublease consenting to a sublease to Sublessee does not constitute approval by Landlord of any of the provisions of the Sublease document; nor shall the same be construed to amend the Lease in any respect, any purported modifications being solely for the purpose of setting forth the rights and obligations as between Tenant and Sublessee, but not binding Landlord.
5. Amendment of Sublease. Tenant and Sublessee shall not amend in any respect the Sublease without the prior written approval of Landlord. In no event shall any such amendment affect or modify or be deemed to affect or modify the Lease in any respect.
6. Limited Consent. This Consent to Sublease does not and shall not be construed or implied to be a consent to any other matter for which Landlord’s consent is required under the Lease, including, without limitation, any alterations for which Landlord’s consent is required.
7. Tenant’s Continuing Liability. Tenant shall be liable to Landlord for any default under the Lease, whether such default is caused by Tenant or Sublessee or anyone claiming by or through either Tenant or Sublessee, but the foregoing shall not be deemed to restrict or diminish any right which Landlord may have against Sublessee pursuant to the Lease, in law or in equity for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Sublessee.
8. Acceptance by Tenant and Subtenant. Tenant and Sublessee understand and acknowledge that Landlord has agreed to execute this Consent to Sublease based upon Tenant’s and Sublessee’s acknowledgement and acceptance of the terms and conditions hereof.
9. Subordination. The Sublease is, in all respects, subject and subordinate to the Lease, as the same may be amended. Furthermore, in the case of any conflict between the provisions of this Consent to Sublease or the Lease and the provisions of the Sublease, the provisions of this Consent to Sublease or the Lease, as the case may be, shall prevail over the terms of the Sublease. Sublessee hereby represents and warrants that it has reviewed the Lease and is familiar with the terms hereof.
10. Fee/Costs. As a condition to the effectiveness of this Consent to Sublease, Tenant shall pay to Landlord concurrently with Tenant’s execution and delivery to Landlord of this Consent to Sublease the $2,000 processing fee described in Section 15.5 of the Lease.
11. Transfer Premium Payable to Landlord. Tenant and Sublessee hereby acknowledge that Tenant is obligated under Section 15.6 of the Lease to pay to Landlord fifty percent (50%) of any “Transfer Premium” (as defined in Section 15.6 of the Lease) derived from the Sublease.
12. Termination of Lease. If at any time prior to the expiration of the term of the Sublease the Lease shall terminate or be terminated for any reason (or Tenant’s right to possession shall terminate without termination of the Lease), Tenant and Sublessee agree that each shall cause Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 3 B0785-0001\3208603v1.doc
the Sublease to simultaneously terminate. However, Sublessee agrees, at the election and upon written demand of Landlord, and not otherwise, to attorn to Landlord for the remainder of the term of the Sublease, such attornment to be upon all of the terms and conditions of the Lease, except that the rent set forth in the Sublease shall be substituted for the rent set forth in the Lease and Landlord will not (i) be liable for any previous act or omission of Tenant under such Sublease, (ii) be subject to any defense or offset previously accrued in favor of Sublessee against Tenant, or (iii) be bound by any previous modification of the Sublease made without Landlord’s written consent, or by any previous prepayment by Sublessee of more than one month’s rent. The foregoing provisions of this paragraph shall apply notwithstanding that, as a matter of law, the Sublease may otherwise terminate upon the termination of the Lease and shall be self-operative upon such written demand of the Landlord, and no further instrument shall be required to give effect to said provisions. Upon the demand of Landlord, however, Sublessee agrees to execute, from time to time, documents in confirmation of the foregoing provisions of this paragraph satisfactory to Landlord in which Sublessee shall acknowledge such attornment and shall set forth the terms and conditions of its tenancy. Nothing contained in this paragraph shall be construed to impair or modify any right otherwise exercisable by the Landlord, whether under the Lease, any other agreement or in law.
13. Services. Tenant hereby agrees that Landlord may furnish to the Premises services requested by Sublessee other than or in addition to those to be provided under the Lease, and bill the Sublessee directly for such services for the convenience of and without notice to Tenant.
Sublessee hereby agrees to pay Landlord all amounts which may become due for such services on the due dates therefor. If Sublessee shall fail to do so, however, Tenant agrees to pay such amounts to Landlord upon demand as additional rent under the Lease, and the failure to pay the same upon demand shall be a payment default under the Lease.
14. No Waiver; No Privity. Nothing herein contained shall be deemed a waiver of any of the Landlord’s rights under the Lease. In no event, however, shall Landlord be deemed to be in privity of contract with Sublessee or owe any obligation or duty to Sublessee under the Lease or otherwise, any duties of Landlord under the Lease being in favor of, for the benefit of and enforceable solely by Tenant.
15. Notices. Sublessee agrees to promptly deliver a copy to Landlord of all notices of default and all other notices sent to Tenant under the Sublease, and Tenant agrees to promptly deliver a copy to Landlord of all such notices sent to Sublessee under the Sublease. All copies of any such notices shall be addressed and delivered to Landlord in accordance with the terms of the Lease.
16. Reservation of Rights. This Consent to Sublease shall be deemed limited solely to the Sublease, and Landlord reserves the right to consent or to withhold consent and all other rights under the Lease with respect to any other matters including, without limitation, any proposed alterations and any further or additional subleases, assignments or transfers of the Lease or any interest therein, or a sub-sublease or any assignment of the Sublease.
Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 4 B0785-0001\3208603v1.doc
17. Counterparts; Email. This Consent to Sublease may be executed in counterparts, and executed counterparts may be delivered by email.
IN WITNESS WHEREOF, the parties hereto have executed this Consent to Sublease as of the Effective Date.
TENANT:
UNITED TALENT AGENCY, LLC,
a Delaware limited liability company
By:
Stefanie Liquori, General Counsel
SUBLESSEE:
BCR & CO.,
a California Corporation
By:
Greg Berlanti, President
LANDLORD:
CITY OF BEVELRY HILLS,
a municipal corporation
By:
Sharona R. Nazarian PsyD, Mayor
ATTEST:
(Seal)
Huma Ahmed, City Clerk
Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 5 B0785-0001\3208603v1.doc
APPROVED AS TO FORM:
Laurence S. Wiener, City Attorney
APPROVED AS TO CONTENT:
Nancy Hunt-Coffey, City Manager
Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 6 B0785-0001\3208603v1.doc
EXHIBIT A
(Sublease Agreement)
Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 1 SUBLEASE
This Sublease (“Sublease”) is made as of January ____, 2026 (the “Effective Date”) by and between UNITED TALENT AGENCY, LLC, a Delaware limited liability company (“Sublessor”), and BCR & Co., a California corporation (“Sublessee”).
R E C I T A L S:
A. Sublessor is the tenant under that certain Lease dated as of November 16, 2021 (the “Original Lease”), as amended by that certain Amendment of Lease dated as of February 8, 2022 (the “First Amendment”), and by that certain Second Amendment to Lease dated as of August 2, 2022 (the “Second Amendment”, and together with the Original Lease and the First Amendment, the “Master Lease”), by and between Sublessor, as tenant, and the City of Beverly Hills (“Landlord”), as landlord, pursuant to which Landlord leases to Sublessor, and Sublessor from Landlord, those certain premises consisting of the entirety of the second and third floors and Suite 170 (collectively, the “Premises”) at the building located at 331 Foothill Road (the “Building”) in the City of Beverly Hills, County of Los Angeles, State of California, as more particularly described in the Master Lease. A true and correct copy of such Master Lease has been provided to Sublessee (with certain provisions redacted).
B. Subject to the terms and conditions of the Master Lease, as redacted, Sublessor now wishes to sublease to Sublessee, and Sublessee now wishes to sublease from Sublessor, upon the terms and conditions set forth in this Sublease, a portion of the Premises.
NOW, THEREFORE, the parties hereto agree as follows:
1. Defined Terms. All capitalized, defined terms used in this Sublease that are not otherwise defined herein shall have the meanings given to them in the Master Lease.
2. Sublet Premises. Subject to receipt of the fully executed “Landlord Consent” pursuant to Section 23 below, Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor, upon the terms and conditions set forth in this Sublease, Suite 170 of the Premises consisting of approximately 3,870 rentable square feet (the “Sublet Premises”). Sublessee’s sub-leasehold interest in the Sublet Premises shall include any and all existing improvements in the Sublet Premises. The parties agree that the Sublet Premises consists of 3,870 rentable square feet in the aggregate shall not be subject to re-measurement.
3. Term. The term of this Sublease (“Term”) shall commence on the date (the “Commencement Date”) which is the later of (a) January 26, 2026, and (b) the date Sublessor receives the fully executed Landlord Consent. The Term shall continue until, and shall expire on, April 30, 2027 (the “Termination Date”), unless sooner terminated pursuant to any provision of this Sublease or the Master Lease.
3.1 Delivery of Premises; Early Access. Notwithstanding anything to the contrary contained in this Sublease, so long as (i) Sublessee is not in default under this Sublease, (ii) Sublessee has delivered to Sublessor all required certificates of insurance, the first 26 Docusign Envelope ID: 2833D9A0-9530-48B8-8660-392C6B07FDBD Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 2 month’s Base Rent pursuant to Section 4.1, and the Security Deposit, and (iii) the fully executed Landlord Consent has been obtained (the foregoing items (i), (ii) and (iii), the “Early Access Conditions”), Sublessor shall be permitted to enter the Sublet Premises solely for the purpose of Sublessee performing any improvements therein or installing furniture, fixtures, equipment or other personal property subject to the terms of this Sublease and the Master Lease (but not for the purpose of conducting business therefrom. The “Early Access Period” shall commence on the first day following the day that all three (3) Early Access Conditions are satisfied, and shall continue until the Commencement Date. Such possession during the Early Access Period shall be subject to all of the terms and conditions of this Sublease, except for Sublessee’s obligations to pay Base Rent (as defined in Section 4.1).
4. Monthly Base Rent/Rent/Operating Expenses.
4.1 Concurrently with Sublessee’s execution and delivery of this Sublease, Sublessee shall pay to Sublessor the first full month’s Base Rent (i.e., $16,500) for the entire Sublet Premises.
4.2 Commencing on the Commencement Date and continuing on the first day of each calendar month thereafter, Sublessee shall pay to Sublessor during the Term without deduction, setoff, prior notice, or demand, monthly base rent (“Base Rent”) for the Sublet Premises in accordance with the Base Rent schedule set forth below:
Period Base Rent
(per month)
Commencement Date –
Termination Date
$16,500.00
The monthly installment of Base Rent payable on account of any partial calendar month during the Term, if any, shall be prorated (based on the actual number of days in the month)..
4.3 The parties agree that the Base Rent is on a “gross basis” and Sublessee shall not be charged separately for any of “Tenant’s Share of Operating Expenses and Tax Expenses” (as defined in the Master Lease). However, notwithstanding the foregoing, Sublessee will be responsible for paying all other costs, charges and expenses set forth in Sections 6 and 8 of this Sublease and the other provisions of this Sublease and the Master Lease (as incorporated). For clarification, Sublessee shall have no responsibility for repairs and/or maintenance of the Sublet Premises or the cost of any repairs or maintenance of the Sublet Premises, except to the extent of any damage to the Sublet Premises caused by Sublessee or its employees or invitees or any misuse of the Sublet Premises (or the systems serving the Sublet Premises), or use beyond that which is typical for an ordinary office user, by Sublessee or its employees or invitees. Sublessor shall be responsible, at Sublessor’s cost, for the repairs and maintenance of the Sublet Premises as provided in Article 9.3 of the Master Lease and the HVAC maintenance contracts for the Sublet Premises.
4.4 All rent payable hereunder shall be paid to Sublessor in lawful money of the United States of America, which shall be legal tender at the time of payment, to Sublessor at the address set forth below or as otherwise directed by Sublessor. For purposes of Docusign Envelope ID: 2833D9A0-9530-48B8-8660-392C6B07FDBD Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 3 this Sublease, the term “Rent” shall include Base Rent and all other amounts payable by Sublessee to Sublessor hereunder.
5. Acceptance of Sublet Premises. Sublessee shall accept possession of the Sublet Premises in its AS-IS condition, provided that prior to delivering possession of the Sublet Premises to Sublessee, Sublessor shall remove all of its personal belongings (other than the “Sublessor Owned FF&E”, as described in Section 7 below). Sublessee agrees that neither Sublessor nor any agent of Sublessor has made any representation or warranty with respect to the Sublet Premises, the Building or the Project or the suitability of any of them for the conduct of Sublessee’s business, and Sublessor shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Sublet Premises, Building or Project.
6. Parking; Signage.
6.1 Provided Landlord consents thereto in the Landlord Consent, during the Term, Sublessee shall have the non-exclusive right to use up to ten (10) unreserved parking spaces subject to Sublessee’s payment of all parking fees at the then prevailing rates charged by Landlord from time to time for such spaces and otherwise subject to the terms and conditions set forth in the Master Lease.
6.2 Subject to the terms and conditions of the Master Lease and any required Landlord approval, Sublessor will request (or if permitted by Landlord, Sublessee may request) that Landlord install at Sublessee’s sole cost and expense, Building-standard name signage adjacent to the entry door of the Sublet Premises and a listing on the Building’s lobby directory reflecting Sublessee’s name.
7. Furniture, Fixtures and Equipment. The Sublet Premises currently contains certain furniture owned by Sublessor (the “Sublessor Owned FF&E”). The Sublessor Owned FF&E is described on Exhibit “B” attached hereto. During the Term, Sublessee may use the Sublessor Owned FF&E, provided that so long as Sublessee is not then in default of its obligations under this Sublease, then effective as of the Termination Date (but not any earlier termination date of this Sublease), Sublessor shall transfer ownership of the Sublessor Owned FF&E to Sublessee in its AS-IS condition for the purchase price of $1.00 pursuant to a bill of sale in the form attached hereto as Exhibit “C”, and Sublessee, at Sublessee’s sole cost and expense, shall be responsible for removing all of the Sublessor Owned FF&E from the Sublet Premises prior to the Termination Date and repairing any damage caused by such removal. If this Sublease is terminated prior to the Termination Date in accordance with its terms, then Sublessee shall have no right, title or interest in the Sublessor Owned FF&E and upon such earlier termination date of this Sublease, Sublessee shall surrender the Sublet Premises with the Sublessor Owned FF&E remaining therein, which Sublessor Owned FF&E shall be in the same condition as originally delivered to Sublessee, subject only to reasonable wear and tear. Sublessee shall be responsible for all damage to the Sublessor Owned FF&E which exceeds reasonable wear and tear.
8. Utilities and Services. Sublessee shall comply with and be subject to the terms of Section 19 of the Original Lease and all other applicable terms of the Master Lease respecting the utilities and services provided to the Sublet Premises or Sublessee, including, without limitation, Sublessee shall be responsible for the cost of HVAC services provided to the Sublet Premises during other than “Building Hours” (as defined in the Original Lease), and all Docusign Envelope ID: 2833D9A0-9530-48B8-8660-392C6B07FDBD Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 4 additional or excess utilities and services provided by Landlord, which costs shall be paid by Sublessee within thirty (30) days after Sublessor delivers an invoice therefor from time to time (or with respect to utilities or services which are obtained directly by Sublessee from the utility provider or are provided by Landlord, shall be paid by Sublessee to the utility provider or Landlord prior to delinquency).
9. Alterations; Surrender.
9.1 Sublessee shall have no right to make alterations within the Sublet Premises without Sublessor’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) and Landlord’s prior written consent (to the extent required under the Master Lease). Sublessee shall reimburse Sublessor for Sublessor’s reasonable and actual outof-pocket costs and expenses incurred in connection with Sublessor’s review of plans and drawings related to any alterations, in addition to reimbursing Landlord, as required under the Master Lease, for Landlord’s reasonable and actual out-of-pocket costs and expenses incurred in connection with Landlord’s review of plans and drawings for any Alterations. All of the terms, provisions and requirements set forth in Section 9.4 of the Original Lease shall apply to any and all alterations which Sublessee is permitted to perform pursuant to this Section 9.1.
9.2 Upon the expiration or earlier termination of this Sublease, Sublessee shall surrender the Sublet Premises to Sublessor in good, broom clean condition, subject to ordinary wear and tear, with all of Sublessee’s personal property removed and otherwise in the condition required under the Master Lease and this Sublease. Sublessee shall repair all damage caused by the removal of its personal property prior to the expiration or earlier termination of the Sublease. Sublessee shall not be required to remove any tenant improvements installed by Sublessor prior to the Commencement Date of this Sublease.
10. Assignment and Subletting. Sublessee shall not have the right to assign or encumber its interest in this Sublease or the Sublet Premises or further sublease all or any portion of the Sublet Premises without the prior written consent of Landlord (which consent shall be given or withheld in accordance with the terms of the Master Lease) and Sublessor (which consent shall not be unreasonably withheld, conditioned or delayed). In addition to the above, any such assignment or sublease shall be made only in accordance with Article 15 of the Original Lease and the other applicable terms of the Master Lease (as incorporated), except that in addition to Sublessee being responsible for paying Landlord’s transfer fees and other costs and expenses pursuant to the Original Lease, Sublessee shall also pay Sublessor for all expenses incurred by Sublessor in connection with Sublessor’s review of a proposed assignment, sublease or other transfer of Sublessee’s interest in the Sublet Premises or this Sublease, including without limitation, reasonable attorneys’ fees
11. Insurance. Sublessee acknowledges and agrees that Sublessee shall be responsible to maintain and pay for the insurance policies required to be maintained by the “Tenant” under the Master Lease which are applicable to Sublessee and the Sublet Premises.
12. Security Deposit. Concurrently with Sublessee’s execution and delivery of this Sublease, Sublessee shall deliver to Sublessor a security deposit in an amount equal to $16,500.00 (the “Security Deposit”) which shall be held by Sublessor as security for the faithful Docusign Envelope ID: 2833D9A0-9530-48B8-8660-392C6B07FDBD Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 5 performance by Sublessee of all of the terms, covenants, and conditions of this Sublease, it being expressly understood and agreed that the deposit is neither an advance Rent deposit nor a measure of Sublessor’s damages in case of Sublessee’s default. The Security Deposit may be retained, used or applied by Sublessor to remedy any default by Sublessee which continues beyond the applicable notice and cure provisions of this Sublease (including, without limitation, any amounts necessary to compensate Sublessor for any other loss or damage which Sublessor may suffer by reason of Sublessee’s default beyond applicable notice and cure periods, whether such losses or damages accrue before or after summary proceedings or other reentry by Sublessor), and to repair damage caused by Sublessee to any part of the Project and clean the Sublet Premises upon expiration or earlier termination of the Sublease. If any portion of said deposit is so used or applied, Sublessee shall, within three (3) days after written demand therefor, deposit cash with Sublessor in an amount sufficient to restore said deposit to the full amount required hereunder, and Sublessee’s failure to do so shall be a material breach of this Sublease. Sublessor shall not be required to keep the Security Deposit separate from its general funds, and Sublessee shall not be entitled to interest on such deposit. Sublessee may not elect to use any portion of said Security Deposit as a Rental payment although Sublessor may elect to do so in the event Sublessee is in default hereunder or is insolvent. The Security Deposit or any balance thereof shall be returned to Sublessee at Sublessee’s last known address, or, at Sublessor’s option, to the last assignee of Sublessee’s interest hereunder, within thirty (30) days after the Sublease term has ended and the Sublet Premises have been vacated by Sublessee in the manner required by this Sublease. Sublessor’s use or application of all or any portion of the Security Deposit shall not preclude or impair any other rights or remedies provided for under this Sublease or under applicable Law and shall not be construed as a payment of liquidated damages. Sublessee hereby waives the provisions of Section 1950.7 of the California Civil Code and all other provisions of law, now or hereafter in effect, which provide that a landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by tenant or to clean the premises, it being agreed that Sublessor may, in addition, claim those sums specified in this Section 12 above and/or to which Sublessor is otherwise entitled under the Sublease or Master Lease (as incorporated).
13. Use. The Sublet Premises shall be used solely for office use as permitted pursuant to the Master Lease.
14. Casualty. Sublessee’s consent shall not be required prior to (i) the waiver by Sublessor of Landlord’s obligation under the Master Lease to rebuild or restore the Premises upon the occurrence of a casualty during the Term and (ii) any election by Sublessor to terminate or continue the Master Lease pursuant to the terms thereof. If neither Landlord nor Sublessor elect to terminate the Master Lease as a result of such casualty, then Sublessor shall use commercially reasonable efforts to cause Landlord to complete Landlord’s restoration obligations under the Master Lease. In the event of a casualty, Sublessor shall have no obligation to perform any restoration work concerning the Sublet Premises, and since Sublessee is responsible for maintaining the insurance required of “Tenant” under the Master Lease for the Sublet Premises pursuant to Section 11 above, Sublessee shall, at its sole cost and expense, repair any injury or damage to any alterations installed by Sublessee and the original tenant improvements existing in the Sublet Premises as of the delivery of the Sublet Premises to Sublessee (except that if this Sublease is terminated hereunder, Sublessee shall pay over or assign any insurance proceeds covering the original tenant improvements to Sublessor). If the Premises are to be rebuilt or Docusign Envelope ID: 2833D9A0-9530-48B8-8660-392C6B07FDBD Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 6 restored following a casualty, Sublessee shall be entitled to an abatement of Rent with respect to the Sublet Premises to the extent Sublessor is entitled to and actually receives an abatement of Rent relating to the Sublet Premises pursuant to the Master Lease. The amount of such abatement payable to the Sublessee shall be in the same proportion which the square footage of the affected portion of the Sublet Premises bears to the square footage of the affected portion of the total Premises (including the Sublet Premises) for which Sublessor receives the abatement under the Master Lease. Sublessee hereby waives the provisions of Section 1932(2) and Section 1933(4) of the California Civil Code, or any other statute or law that may be in effect at the time of a casualty under which a lease is automatically terminated or a lessee is given the right to terminate a lease due to a casualty.
15. Condemnation.
15.1 Total Taking. In the event of a taking of all or a material part of the Sublet Premises, and as a result, the Master Lease is terminated, this Sublease shall terminate as of the date of such taking. Sublessee shall pay to Sublessor any Base Rent due Sublessor under this Sublease, prorated as of the date of such taking, and Sublessor shall refund any Base Rent prepaid by Sublessee for periods after the date of such taking. In addition, to the extent Sublessor would be allowed to retain any such amounts under the terms of the Master Lease, Sublessor shall pay to Sublessee any portion of an award actually received by Sublessor that is attributable to Sublessee’s trade fixtures and the unamortized cost of tenant improvements installed by Sublessee, if any.
15.2 Partial Taking. In the event of a taking of less than a material part of the Sublet Premises, this Sublease shall continue in full force and effect as to the portion of the Sublet Premises which has not been taken, and the Base Rent shall be adjusted based on the proportion that the square footage of the portion of the Sublet Premises which was taken bears to the square footage of the entire Sublet Premises.
16. Master Lease.
16.1 The Master Lease, except to the extent clearly inapplicable to this transaction or inconsistent with the terms of this Sublease, is incorporated herein by this reference as if set out in full, except that the following provisions of the Master Lease are specifically excluded from this Sublease (collectively, the “Excluded Provisions”): the following provisions of the Original Lease: Sections 1.3, 1.4, 1.6, 1.7-1.10, 1.12-1.19, 3.1, 3.2, 4.1, 4.2, 4.5, 6.3, the third (3rd ) sentence and all subsequent sentences of Section 19(g), the second paragraph of Section
20.1, and Section 20.5(v); Exhibits A, B, B-1, C, H; the following provisions of the First Amendment: Sections 1-7, and Exhibits A-C; and the following provisions of the Second Amendment: Sections 1-7, Exhibits B-C. The foregoing list may not be an all-inclusive or exhaustive list of excluded provisions, and to the extent that any provisions of the Master Lease not included in the foregoing list are by their own terms inconsistent with or contrary to the provisions of this Sublease, such provisions shall be deemed to constitute Excluded Provisions.
All of the terms and conditions of the Master Lease which do not constitute Excluded Provisions shall be referred to in this Sublease as “Incorporated Provisions.” As between Sublessor and Sublessee, in the event of any conflict between any of the terms and conditions of the Master Lease and this Sublease, this Sublease shall prevail and control. Sublessee’s rights pursuant to this Docusign Envelope ID: 2833D9A0-9530-48B8-8660-392C6B07FDBD Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 7 Sublease are subject and subordinate at all times to the Master Lease (as the same may be modified, amended, replaced or supplemented) and to all of the covenants and agreements of the Master Lease, provided, however, that Sublessor shall not enter into or consent to any modification, amendment, replacement, termination or supplement to the Master Lease which would materially affect the rights or obligations of Sublessee under the Sublease. Sublessee agrees that all rights and privileges granted hereunder are subject to the limitations imposed on Sublessor by the Master Lease and that, except as expressly provided herein, Sublessor is not granting any rights or privileges to Sublessee that are not expressly granted to Sublessor under the Master Lease.
Notwithstanding anything herein which may be construed to the contrary:
(a) with respect to work, services, repairs, restoration, provision of insurance or the performance of any other obligation of Landlord under the Master Lease, the sole obligation of Sublessor shall be to, upon request from Sublessee, use commercially reasonable efforts, at Sublessee’s sole cost and expense (subject to Section 16.9 below), to obtain the same from Landlord as and when requested to do so by Sublessee, and to use Sublessor’s reasonable good faith efforts, at Sublessee’s sole cost and expense (subject to Section 16.9 below), to obtain the Landlord’s performance;
(b) subject to clause (a) of this Section 16.1, Sublessor shall have no liability to Sublessee with respect to (i) representations and warranties made by Landlord under the Master Lease, (ii) any indemnification obligations of Landlord under the Master Lease, or other obligations or liabilities of Landlord under the Master Lease with respect to compliance with laws, condition of the Premises or the Project, or Hazardous Materials, and (iii) obligations of Landlord under the Master Lease to repair, maintain, restore, insure or provide services to all or any portion of the Premises or the Project, regardless of whether the incorporation of one or more provisions of the Master Lease might otherwise operate to make Sublessor liable therefor; (c) with respect to any obligation of Sublessee to be performed under this Sublease, wherever the Master Lease grants to Sublessor a specified number of days to perform its obligations under the Master Lease, Sublessee shall have three (3) fewer days to perform the obligation, including, without limitation, curing any defaults (provided, however, that if any cure period provides for three (3) days or less to perform, Sublessee shall have two (2) days to perform); (d) with respect to any consent required of both Landlord and Sublessor under this Sublease, Sublessor shall have three (3) additional days to grant or deny any such consent after Sublessor obtains Landlord’s response to such request for consent; and (e) in the event Sublessor obtains a rent abatement from Landlord pursuant to Sections 13.4 or 19(g) of the Original Lease which affects or is otherwise applicable to the Sublet Premises, then Sublessee shall be entitled to Sublessee’s pro rata share of such rent abatement based on the proportion which the square footage of the affected portion of the Sublet Premises bears to the square footage of the affected portion of the Sublet Premises plus the square footage of the remainder of the Premises covered by such rent abatement. Further, any right, option or privilege existing in the Master Lease in favor of Sublessor to renew or extend the term thereof, or to take or expand into additional space in the Building or the Project are hereby by this reference deemed to constitute Excluded Provisions and are of no force and effect as to Sublessee, and create no Docusign Envelope ID: 2833D9A0-9530-48B8-8660-392C6B07FDBD Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 8 rights or privileges to, for or on behalf of Sublessee. It is also hereby acknowledged and agreed that Sublessor shall have no obligation or duty to, for or on behalf of Sublessee to exercise any rights or options to renew or take additional space notwithstanding that the same may be set forth in the Master Lease.
16.2 Except for the Excluded Provisions, Sublessee agrees to perform all obligations and covenants, and agrees to be bound by all restrictions which are set forth in the Master Lease with respect to the Sublet Premises in the same manner as such obligations, covenants and restrictions are binding upon Sublessor, as tenant under the Master Lease, except as specifically modified by this Sublease.
16.3 Notwithstanding anything to the contrary contained in this Sublease, Sublessee and Sublessor, each shall not do or knowingly permit anything to be done by its employees, agents, contractors or invitees which would constitute a violation or breach of any of the terms, conditions or provisions of the Master Lease or which would cause the Master Lease to be terminated or forfeited by virtue of any rights of termination or forfeiture reserved by or vested in Landlord. Each party shall indemnify, defend and hold the other party harmless from and against any and all losses, claims, liabilities, damages, costs or expenses (including, without limitation, reasonable attorneys’ fees and disbursements) arising from each party’s failure to perform or observe any of the terms and conditions of the Master Lease as they relate to the Sublet Premises or the Project. The obligations and indemnity in this Section shall survive the expiration or sooner termination of this Sublease.
16.4 All rights of “Landlord” under the Master Lease shall constitute rights of Sublessor hereunder except as specifically modified by this Sublease.
16.5 Sublessor agrees to furnish Sublessee with copies of all notices and other communications which Sublessor receives from Landlord and relate to the Sublet Premises within five (5) business days after Sublessor’s receipt thereof. Sublessee agrees to furnish Sublessor with copies of all notices and other communications which Sublessee receives from Landlord within five (5) business days after Sublessee’s receipt thereof.
16.6 In all instances where the consent or approval of the Landlord is required pursuant to the Master Lease and the consent or approval of Sublessor is also required hereunder, Sublessor’s withholding of approval shall in all events be deemed reasonable if for any reason Landlord’s approval is not obtained. Sublessor agrees to promptly send to Landlord copies of Sublessee’s written request for any consents required. Notwithstanding the foregoing however, in any case in which Landlord's consent is required under the Master Lease and such consent is obtained, it will be reasonable for Sublessor to withhold its consent if giving Sublessor’s consent would materially and adversely affect Sublessor's interest in, or rights and privileges concerning, the Premises or the Master Lease. Unless otherwise specified, whenever Sublessor's consent is required herein, Sublessor shall respond to such request for consent within the time period set forth in this Sublease or if no time period is set forth, then within ten (10) business days after such request, but in all events subject to Section 16.1(d) above.
16.7 For purposes of the Incorporated Provisions, except as limited herein or where the context otherwise requires, the word “Tenant,” as used in the Master Lease, Docusign Envelope ID: 2833D9A0-9530-48B8-8660-392C6B07FDBD Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 9 shall mean “Sublessee,” the word “Landlord” shall mean “Sublessor,” the word “Premises” shall mean “Sublet Premises,” the word “Lease” shall mean “Sublease,” the word “Term” or “Lease Term” shall mean the “Term” as defined in this Sublease, and the term “Basic Rent” shall mean the “Base Rent” as defined in this Sublease; provided, however, that the word “Landlord” in the following provisions of the Original Lease shall continue to mean Landlord, and not Sublessor:
Section 9.1, 9.5, 10, 12.7, 13.1(a), 19 (except that the waivers of liability in Sections 19(e) and 19(g) shall apply for the benefit of both Landlord and Sublessor).
16.8 This Sublease shall immediately terminate if the Master Lease is terminated for any reason. The consent of the Sublessee shall be required for any modification of the Master Lease if such modification materially and adversely affects the rights or obligations of Sublessee under this Sublease or would alter any economic term of this Sublease.
16.9 (A) In any case where “Tenant” is to indemnify, release or waive claims against “Landlord” under the Lease, such indemnity, release or waiver shall be deemed to run from Sublessee to both Landlord and Sublessor with respect to the Sublet Premises. In any case where “Tenant” is to execute and deliver certain documents or notices to “Landlord” under the Lease, such obligation shall be deemed to run from Sublessee to both Landlord and Sublessor with respect to the Sublet Premises. Sublessee covenants and agrees to indemnify, defend and hold harmless Sublessor, Landlord and their respective partners, officers, shareholders, directors, members, managers, trustees, beneficiaries, employees, principals, contractors, servants, agents and representatives harmless in accordance with the terms of Section 12.8 of the Original Lease.
Sublessee’s liability hereunder shall survive any expiration or termination of this Sublease. (B) In addition, in the event Sublessor, at Sublessee’s request or with Sublessee’s written consent, files suit or engages in any other dispute resolution process in order to seek enforcement of any Landlord indemnification of Sublessor or other obligation of Landlord pursuant to the Master Lease, then Sublessee shall promptly pay Sublessor, upon demand, for any and all costs and expenses (including, reasonable attorneys’ fees and costs) incurred by Sublessor in connection with such lawsuit or other dispute resolution process (except that if Sublessor or Sublessor’s other subtenants (if any) request or consent to such lawsuit or other dispute resolution process, then Sublessee shall only be required to pay its share of the cost and expenses of such lawsuit or other dispute resolution process, which share shall be determined based on the proportion which the square footage of the Sublet Premises bears to the square footage of the Premises (including the Sublet Premises) to which such dispute resolution action relates). In addition, Sublessee shall indemnify, defend and hold harmless Sublessor from and against any and all claims, damages, losses and expenses incurred by Sublessor, including without limitation, reasonable attorneys’ fees and costs, arising out of or relating to such lawsuit or dispute resolution process to the extent related to the Sublet Premises (except to the extent caused by Sublessor or its agents’, employees’, contractors’ or representatives) or Sublessee’s (or its agents’, employees’, contractors’ or representatives’) acts or omissions. Sublessor will engage counsel to represent Sublessor in connection with such enforcement action and Sublessee acknowledges that it shall have no privity with Sublessor’s counsel. Notwithstanding the foregoing, Sublessor and Sublessee will reasonably coordinate and cooperate with each other in accordance with such enforcement action, including, without limitation, Sublessor will solicit and reasonably incorporate Sublessee’s comments and recommendations in connection with such lawsuit or other enforcement action, Sublessee may discuss the enforcement action directly with Sublessor’s counsel so long as Docusign Envelope ID: 2833D9A0-9530-48B8-8660-392C6B07FDBD Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 10 Sublessor’s representatives are also present during such discussions, Sublessor will provide Sublessee with copies of all filings and other materials concerning such lawsuit or dispute resolution process and otherwise keep Sublessee reasonably informed as to the progress and status of the lawsuit or dispute resolution process. Notwithstanding the foregoing, however, if the comments or recommendations of Sublessee will impair or adversely affect Sublessor’s rights and privileges under the Master Lease, then Sublessor shall have no obligation to pursue the recommendations or course of action suggested by Sublessee. In addition, Sublessor does not guaranty or otherwise covenant that any particular conduct or outcome will result from such enforcement action. In the event Sublessor receives any monetary recovery from Landlord as a result of such lawsuit or other dispute resolution process, Sublessor will first promptly reimburse Sublessee for “Sublessee’s Enforcement Share” (defined below) of the costs and expenses paid by Sublessee in connection with such lawsuit or other dispute resolution process up the amount actually recovered by Sublessor from Landlord ((it being agreed that if Sublessor and/or Sublessor’s other subtenants (if any) also participated in such lawsuit or other dispute resolution, then the reimbursement payable to Sublessee shall be pari passu with the reimbursement to Sublessor and all other consenting subtenants of Sublessor who also paid for the costs of such lawsuit or other dispute resolution process, it being further agreed that Sublessor shall have no obligation to Sublessee if the amount of such recovery does not fully reimburse Sublessee for its costs and expenses). If there are any recovery funds remaining after Sublessor reimburses Sublessee for the costs and expenses paid by Sublessee (and, if applicable, the pari passu reimbursement of the costs paid by Sublessor and its other consenting subtenants, if any), then Sublessor shall pay to Sublessee Sublessee’s Enforcement Share of the remaining recovery. For purposes hereof, “Sublessee’s Enforcement Share” shall mean (a) if such lawsuit or other dispute resolution process solely relates to the Sublet Premises or solely benefits Sublessee, Sublessee’s Enforcement Share shall equal one hundred percent (100%), or (b) if such enforcement action relates to the Sublet Premises and other portions of the Premises or benefits Sublessee and Sublessor (or Sublessor’s other subtenants), Sublessee’s Enforcement Share shall be equal to the proportion which the square footage of the Sublet Premises bears to the total square footage of the Premises (including the Sublet Premises) to which such enforcement action relates. (C) In the event Sublessor seeks enforcement of any Landlord indemnification of Sublessor or other obligation of Landlord pursuant to the Master Lease, and the relief sought by Sublessor is not at Sublessee’s request or with Sublessee’s written consent, then Sublessee shall not be responsible for the cost thereof, and Sublessor shall have no obligation to reasonably coordinate with Sublessee concerning such enforcement action, including, without limitation, Sublessor will not be required to solicit and consider Sublessee’s comments and recommendations concerning such enforcement action, Sublessee shall have no right to discuss the enforcement action directly with Sublessor’s counsel and Sublessor shall have no obligation to provide Sublessee with copies of any filings and other materials concerning such enforcement action or otherwise keep Sublessee reasonably informed as to the progress and status of the enforcement action. Sublessor does not guaranty or otherwise covenant that any particular conduct or outcome will result from such enforcement action. In the event Sublessor receives any monetary recovery from Landlord as a result of such lawsuit or other dispute resolution process, then Sublessee shall have no right, title or interest therein.
Docusign Envelope ID: 2833D9A0-9530-48B8-8660-392C6B07FDBD Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 11 17. Sublessor’s Representations and Warranties. Sublessor represents and warrants to Sublessee that as of the date of this Sublease:
17.1 The Master Lease previously provided to Sublessee constitutes the entire agreement between Landlord and Sublessor regarding the Sublet Premises, and there are no material written or oral amendments or modifications thereto;
17.2 Sublessor has not assigned, transferred or encumbered any of its rights under the Master Lease with respect to the Sublet Premises to any third parties which will remain in effect during the Term;
17.3 The Master Lease is in full force and effect;
17.4 To Sublessor’s actual knowledge, Sublessor has not defaulted in any of its obligations under the Master Lease beyond applicable notice and cure periods and to Sublessor's knowledge, Landlord is not in default of any of its obligations under the Master Lease, and there is no active dispute presently pending between Landlord and Sublessor with respect to the Master Lease; and
17.5 Each of the persons executing this Sublease on behalf of Sublessor warrant and represent that they have full power and authority to execute this Sublease and to bind Sublessor, and upon their execution, this Sublease shall constitute a valid and binding obligation upon Sublessor.
18. Sublessee’s Representations and Warranties. Sublessee represents and warrants to Sublessor that each of the persons executing this Sublease on behalf of Sublessee has full power and authority to execute this Sublease and to bind Sublessee, and upon their execution, this Sublease shall constitute a valid and binding obligation upon Sublessee.
19. Defaults.
19.1 Defaults by Sublessee. If Sublessee shall at any time during the Term fail to perform any of the obligations, conditions or covenants of Sublessee under this Sublease (including under the Master Lease as incorporated herein), Sublessor shall give Sublessee written notice of default to the extent such notice is required under the terms of this Sublease or of the Master Lease which are incorporated herein by reference. In the event of any default by Sublessee which is not cured within the cure period, if any, with respect to such default as set forth in this Sublease or the Master Lease and incorporated herein, (a) Sublessor shall have all rights and remedies available at law, in equity or available to Landlord under the Master Lease against Sublessor if Sublessor had committed such breach under the Master Lease, and (b) Sublessor shall have the right, but not the obligation, to immediately perform any such obligation, condition or covenant in order to protect Sublessor’s leasehold interest. In the event Sublessor suffers any cost or expense as a result of such performance, Sublessee shall reimburse Sublessor within thirty (30) days for all such cost or expense, together with interest at the rate of ten (10%) percent per annum from the date of expenditure by Sublessor to the date of reimbursement by Sublessee.
20. Performance by Sublessor. Sublessor and Sublessee acknowledge and agree that to the extent any provision of the Master Lease that is incorporated herein requires Docusign Envelope ID: 2833D9A0-9530-48B8-8660-392C6B07FDBD Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 12 Sublessor to perform any obligation which is also owed by Landlord to Sublessor under the Master Lease, performance by Landlord of such obligation shall constitute performance by Sublessor
21. Notices. Any and all notices, approvals or demands required or permitted under this Sublease shall be in writing and shall be served either personally or via reputable overnight courier or by United States certified mail, postage prepaid, return receipt requested, in compliance with the requirements of the Master Lease and addressed to the parties at the following addresses:
If to Sublessor: United Talent Agency, LLC
9336 Civic Center Drive
Beverly Hills, CA 90210
Attention: Legal
with a required copy emailed to: [email protected] If to Sublessee: BCR & Co., a California corporation
9100 Wilshire Blvd, Suite 1000W
Beverly Hills, CA 90212
22. Brokers. Sublessor and Sublessee warrant to each other that each has had no dealings with any real estate broker or agent in connection with the negotiation of this Sublease other than EOP Realty (Brian Rowe) (the “Sublessee’s Broker”) and Cushman & Wakefield (Mike DeSantis, Eric Olofson and John Doyle) (the “Sublessor’s Broker”). Sublessor agrees to pay to Sublessor’s Broker a commission in connection with this transaction pursuant to a separate written agreement for this Sublease, and Sublessor’s Broker shall be responsible for any fee or commission due and payable to Sublessee’s Broker. Sublessor and Sublessee each hereby agree to indemnify, defend and hold the other harmless from and against any losses, causes of action, liabilities, damages, claims, demands, costs and expenses (including reasonable attorneys’ fees and costs) incurred, or to be incurred, by reason of any other brokerage fee, commission or finder’s fee alleged to be payable because of an act, omission or statement of the indemnifying party.
23. Consent of Landlord. This Sublease shall become effective upon the mutual execution and delivery of this Sublease by Sublessor and Sublessee, but is conditioned on the full execution and delivery of a consent to this Sublease, in form and substance acceptable to each of Landlord, Sublessor and Sublessee in their respective sole and absolute discretion, and mutually executed by Landlord, Sublessor and Sublessee (the “Landlord Consent”). Sublessor shall use its commercially reasonable efforts to obtain the Landlord Consent, however Sublessor’s failure to obtain the same shall not be deemed a breach or default of this Sublease, and Sublessor shall have no liability or obligation to Sublessee for such failure. If the Landlord Consent is not fully executed and delivered within sixty (60) days following the Effective Date, then either party may terminate the Sublease upon written notice to the other party at any time prior to the date the Landlord Consent is fully executed and delivered. In the event this Sublease is terminated by either party pursuant to this Section 23, the parties shall each be discharged from all further obligations Docusign Envelope ID: 2833D9A0-9530-48B8-8660-392C6B07FDBD Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 13 and liability under this Sublease (other than obligations and liabilities which expressly survive the termination of this Sublease).
24. Holdover. Sublessee recognizes that Sublessor’s damages resulting from Sublessee’s failure to timely surrender possession of the Sublet Premises may be substantial, may exceed the amount of the Rent payable hereunder, and will be impossible to accurately measure.
Accordingly, if possession of the Sublet Premises is not surrendered to Sublessor on the Termination Date or any earlier termination date of this Sublease, in addition to any other rights or remedies Sublessor may have hereunder or at law or in equity, Sublessee shall pay to Sublessor hold over rent equal to one hundred twenty-five percent (125%) of the Base Rent previously in effect for the first two (2) months of such holdover, and thereafter one hundred fifty percent (150%) of the Base Rent previously in effect. In addition, Sublessee shall also indemnify, defend and hold Sublessor and Landlord harmless from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, obligations, penalties, costs and expenses, including, without limitation, all Rent (as defined in the Master Lease) and holdover rent charged by Landlord to Sublessor for the entire Premises pursuant to the Master Lease, all lost profits and other consequential damages, attorneys’ fees, consultants’ fees and court costs incurred or suffered by or asserted against Sublessor or Landlord by reason of Sublessee’s failure to surrender the Sublet Premises on the expiration or earlier termination of this Sublease in accordance with the provisions of this Sublease and the Master Lease. No holding-over by Sublessee, nor the payment to Sublessor or Landlord of the amounts specified above, shall operate to extend the Term hereof. Nothing herein contained shall be deemed to permit Sublessee to retain possession of the Sublet Premises after the Termination Date or any earlier termination date of this Sublease, and no acceptance by Sublessor of payments from Sublessee after the Termination Date or sooner termination of this Sublease shall be deemed to be other than on account of the amount to be paid by Sublessee in accordance with the provisions of this Section 24. This Section 24 shall survive the expiration or sooner termination of this Sublease.
25. Attorneys’ Fees. In the event of the bringing of any action or suit by any party or parties hereto against another party or parties hereunder alleging a breach of any of the covenants, conditions, agreements or provisions of this Sublease, the prevailing party or parties shall recover all costs and expenses of suit, including reasonable attorneys’ fees and fees of expert witnesses.
26. Entire Agreement. This Sublease contains the entire understanding between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, statements, understandings, terms, conditions, negotiations, representations and warranties, whether oral or written, made by any of the parties concerning the matters covered by this Sublease. Without limiting the generality of the preceding sentence, each party acknowledges and agrees that no promise, inducement, agreement, representation or warranty of any kind which is not expressly set forth in this Sublease has been made to induce such party to enter into this Sublease.
27. Modifications. This Sublease may be modified only by a written agreement signed by Sublessor and Sublessee.
Docusign Envelope ID: 2833D9A0-9530-48B8-8660-392C6B07FDBD Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 14 28. Counterparts. This Sublease may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures may be executed electronically (e.g. through e-signature applications such as DocuSign) and shall be considered binding by the parties. Executed copies hereto may be delivered as PDFs via email or other electronic means and, upon receipt, shall be deemed originals and binding upon the parties hereto.
29. No Recordation. Neither Sublessor nor Sublessee shall record this Sublease or a memorandum thereof.
30. CASp Disclosure. For purposes of Section 1938 of the California Civil Code, Sublessor hereby discloses to Sublessee, and Sublessee hereby acknowledges, that the Sublet Premises have not undergone inspection by a Certified Access Specialists (CASp). As required by Section 1938(e) of the California Civil Code, Sublessor hereby states as follows: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." In furtherance of the foregoing, Sublessor and Sublessee hereby agree as follows: (a) any CASp inspection requested by Sublessee shall be conducted, at Sublessee’s sole cost and expense, by a CASp designated by Sublessor, subject to Landlord's and Sublessor’s reasonable rules and requirements; (b) Sublessee, at its sole cost and expense, shall be responsible for making any improvements or repairs within the Sublet Premises to correct violations of construction-related accessibility standards; (c) if Sublessee in fact requests such a CASp inspection and the results of such CASp inspection require any improvements or repairs to the Building or Project (outside the Sublet Premises) to correct violations of construction-related accessibility standards, then Sublessee shall reimburse Landlord, as the case may be, upon demand, as Additional Rent, for the cost to Landlord of performing such improvements or repairs, and (d) Sublessee shall otherwise be subject to the terms of the Master Lease and the requirements of Landlord.
[signatures on next page]
Docusign Envelope ID: 2833D9A0-9530-48B8-8660-392C6B07FDBD Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 15 IN WITNESS WHEREOF, the parties hereto have executed this Sublease as of the day and year first above written.
SUBLESSOR:
United Talent Agency, LLC
a Delaware limited liability company
By:
Printed Name: Stefanie Liquori
Its: General Counsel
SUBLESSEE:
BCR & Co.,
a California corporation
By:
Printed Name: Greg Berlanti
Its: President
Docusign Envelope ID: 2833D9A0-9530-48B8-8660-392C6B07FDBD Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 A-1
SUBLEASE
SUBLET PREMISES
EXHIBIT “A”
Intentionally Omitted
Docusign Envelope ID: 2833D9A0-9530-48B8-8660-392C6B07FDBD Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 B-1
SUBLEASE
SUBLESSOR OWNED FF&E
EXHIBIT “B”
First Floor Foothill - Furniture
Kitchen
Fridge
Microwave
Dishwasher
Kitchen Island Unit
Bathrooms
2 x Wooden Cabinets
Open Office
5 x 5 drawer filing cabinets
6 x built in workstations
6 x desk chairs
6 x desk drawers
6 x freestanding
workstations
6 x desk chairs
6 x desk drawers
Offices
6 x Freestanding
Workstations
6 x desk chairs
5 x guest chairs
3 x credenza
3 x lounge chairs
2 x sofas
3 x coffee tables
6 x mobile desk drawers
Docusign Envelope ID: 2833D9A0-9530-48B8-8660-392C6B07FDBD Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3
SUBLEASE
FORM OF BILL OF SALE FOR SUBLESSOR OWNED FF&E
EXHIBIT “C”
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS UNITED TALENT AGENCY, LLC, a Delaware limited liability company ( “Seller”), in consideration of the sum of One and no/100 Dollars ($1.00), in hand paid, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, does hereby sell, assign, transfer, and set over to BCR & Co., a California corporation (“Purchaser”), the personal property described on Schedule 1 attached hereto (the “Personal Property”).
Seller does hereby represent and warrant to Purchaser that as of the date of this Bill of Sale, (i) Seller owns the Personal Property, (ii) the Personal Property is free and clear from any and all liens and encumbrances, (iii) Seller has the power and authority to execute this Bill of Sale and this Bill of Sale is enforceable in accordance with its terms. Seller will indemnify, warrant, defend and hold harmless Purchaser against any breach of the foregoing representations and warranties and the lawful claims and demands of all persons arising from or relating to such breach by Seller. Except for the foregoing representations and warranties in this Bill of Sale, Seller is transferring the Personal Property to Purchaser in its “as-is” condition without any representations or warranties of any kind. ADDITIONALLY, SELLER HEREBY DISCLAIMS, AND
PURCHASER HEREBY WAIVES ANY AND ALL WARRANTIES OF MERCHANTABILITY
OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PERSONAL PROPERTY BEING TRANSFERRED BY THIS INSTRUMENT.
DATED: _____________________ __, 2027
SELLER:
United Talent Agency, LLC
a Delaware limited liability company
By:
Printed Name:
Its:
Docusign Envelope ID: 2833D9A0-9530-48B8-8660-392C6B07FDBD Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 Schedule 1 to Bill of Sale
Personal Property List
First Floor Foothill - Furniture
Kitchen
Fridge
Microwave
Dishwasher
Kitchen Island Unit
Bathrooms
2 x Wooden Cabinets
Open Office
5 x 5 drawer filing cabinets
6 x built in workstations
20 x desk chairs
6 x desk drawers
6 x freestanding
workstations
6 x desk chairs
6 x desk drawers
Offices
6 x Freestanding
Workstations
6 x desk chairs
5 x guest chairs
3 x credenza
3 x lounge chairs
2 x sofas
3 x coffee tables
6 x mobile desk drawers
Docusign Envelope ID: 2833D9A0-9530-48B8-8660-392C6B07FDBD Docusign Envelope ID: BE101E5B-2F44-4A3D-8A00-303235F401D3 Certificate Of Completion
Envelope Id: BE101E5B-2F44-4A3D-8A00-303235F401D3 Status: Sent Subject: Complete with Docusign: Consent to Sublease - United Talent Agency LLC.pdf Source Envelope:
Document Pages: 25 Signatures: 3 Envelope Originator:
Certificate Pages: 3 Initials: 0 Jonathan Gernes
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
1/27/2026 12:02:24 PM
Holder: Jonathan Gernes
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Greg BERLANTI
[email protected]
Principal
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 146.75.136.82
Signed using mobile
Sent: 1/27/2026 12:07:37 PM
Viewed: 1/27/2026 2:45:57 PM
Signed: 1/27/2026 2:46:10 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Laurence S. Wiener
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 69.75.7.194
Sent: 1/27/2026 12:07:37 PM
Resent: 1/27/2026 3:55:40 PM
Viewed: 1/27/2026 6:10:28 PM
Signed: 1/27/2026 6:10:42 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Stefanie Liquori
[email protected]
Authorized Signatory
UNITED TALENT AGENCY, LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 99.59.122.56
Sent: 1/27/2026 12:07:37 PM
Viewed: 1/27/2026 2:53:03 PM
Signed: 1/27/2026 3:18:32 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Logan Phillippo
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 1/27/2026 6:10:45 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Signer Events Signature Timestamp
Sharona R. Nazarian, PsyD
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
John Doyle
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 1/27/2026 12:07:38 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Logan Phillippo
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 1/27/2026 12:07:38 PM
Viewed: 1/27/2026 2:41:32 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Denise Garcia
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Keith Sterling
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Megan Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/27/2026 12:07:38 PM
Payment Events Status Timestamps