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HomeMy WebLinkAbout08 - Lease with Kelsho CommunicationsCouncil Meeting: June 13, 2000 Agenda Item No. s CITY OF NEWPORT BEACH OFFICE OF THE CITY ATTORNEY June 13, 2000 TO: Mayor and Members of the City Council FROM: Robin L. Clauson, Assistant City Attorney RE: Assignment of Lease with Kelsho Communications Discussion A radio broadcasting tower has been located at the City's Utility Yard for many years. In July, 1997, the City Council approved a five (5) year lease between the City and Kelsho Communications for a 1,568 square foot building to house communications equipment as well as the area where the tower is located. No office operations are permitted from the site. In 1998 the Lease was assigned to Citicasters. Citicasters currently is required to pay One Thousand Seven Hundred Dollars ($1,700.00) per month in rent. The amount will increase One Hundred Dollars ($100.00) per month for each of the remaining years of the lease. Citicasters now wishes to sell its station and assign the lease to Entravision Communications Corporation, Station KBCD (FM). The lease requires that Citicasters obtain the City's consent before any assignment is effective. Citicasters has requested Council approval of the assignment via approval of the attached Memorandum of Lease Assignment and Estoppel Certificate. Recommendation It is recommended that the City Council consent to the assignment of the Citicasters lease to Entravision Communications Corporation and approve and authorize the City Manager to execute the attached Memorandum of Leas Assignment and Estoppel Certificate. ROBIN L. CLAUSON RLC:da Attachments F:\users\cat\shared\CCmemo\CiticastersEntravision.doc LESSOR'S ESTOPPEL CERTIFICATE The undersigned, City of Newport Beach, is the landlord or lessor ( "Lessor ") under that certain lease, by and between Lessor and Kelsho Communication, L.P., a California limited partnership ( -Kelsho "), attached hereto and made part hereof (the "Lease "), of certain real property in the City of Newport Beach, State of California, as described in the attached Lease (the "Premises). The Lease was assigned by Lessee to Cidcasters Co., an Ohio corporation ( "Citicasters "), effective December 17, 1998. With the understanding that Entravision Communications Corporation, a Delaware corporation ( "Assignee "), will, and is authorized and entitled to, rely upon the representations trade herein in purchasing from Lessee certain assets which comprise radio stations KACD(FM), licensed to Santa Monica, California, and KBCD(FM), licensed to Newport Beach, California (the "Stations "), Lessor hereby represents and certifies as follows: 1. Attached hereto is a true, correct and complete copy of the Lease, including all amendments, addenda and work letters, which is in full force and effect and has not been modified, supplemented, canceled or amended in any respect except as attached hereto. The Lease constitutes the only lease or right to occupancy of the Premises. 2. Kelsho and Citicaters (collectively, "Lessee ") under the Lease have accepted the Premises and taken possession thereof without any existing condition or qualification, and both the Lessor and Lessee have completed and complied with all required conditions precedent to such acceptance and possession. As of June . 2000, Lessee (i) has taken possession of the Premises without reservation, (ii) has paid the full basic monthly rental provided in the Lease through and including June, 2000, (iii) is not in default in the payment of rent or any other amount under the Lease, or, to the knowledge of Lessor, in the observance or performance of any other covenant or condition to be observed or performed by the Lessee under the Lease, (iv) claims no default by Lessor under the Lease, and (v) has no claims, defenses or rights of offset against any rents payable thereunder. Further, to the knowledge of Lessor, no event has occurred which now or will hereafter authorize the Lessor to terminate the Lease. The term of the Lease commenced on or before October 10, 1997, and continues through October 9, 2002. The Lease contains ten (10) consecutive one (1) year automatic renewals. During any term of renewal the Lease may be terminated at any time, without cause, upon sixty (60) days prior written notice of intent to terminate the Lease provided by the party wishing to terminate the Lease. 4. Lessor is not in default under the terms and conditions of the Lease and has not received any notice or communication from Lessee under the Lease that can be construed to be a notification that the Lessee believes the Lessor to be in default. Lessor has performed all obligations relating to construction of the leased Premises or to the leasehold improvements therein. 897.979 5. Lessor shall not agree to any modification, amendment, supplement or termination of the Lease or any of its provisions without the prior written notice to Assignee. 6. This certificate and the representations made herein shall be governed by the laws of die State of California and are binding upon and inure to the benefit of Entravision Communications Corporation and Lessor and their respective successors and assigns and to no other persons or entities, and the representations made herein shall survive the closing of the purchase of the Stations and the delivery of this certificate. IN WITNESS WHEREOF, this certificate has been duly executed and delivered by the authorized officer of the undersigned as of 2000. Witness: By: LESSOR: Name: Title: MEMORANDUM OF LEASE, ASSIGNMENT AND CONSENT This Memorandum of Lease is effective this _ day of , 2000 by and between Citicasters Co., an Ohio corporation ( "Citicasters "), whose business address is 200 Concord Plaza, Suite 600. San Antonio, Texas 78216, Entravision Communications Corporation, a Delaware corporation ( "Entravision "), whose business address is 2425 Olympic Boulevard, Suite 6000 West, Santa Monica, California 90404, and the City of Newport Beach, a municipal corporation (the "City "), whose address is 3300 Newport Blvd., Newport Beach, CA 92658. Whereas, Citicasters is a wholly -owned subsidiary of Clear Channel Broadcasting, Inc., a Nevada corporation; Whereas, the City is the current fee owner of the real property described in Exhibit attached hereto (the "Property "); Whereas, the City and Kelsho Communications ( "Kelsho "), among others, entered into a Lease Agreement dated July 31, 1997 consisting of fifteen (15) pages ("the Lease "), pursuant to which the City leases to Kelsho a portion of a building and certain facilities located on the Property and as more particularly described and identified in the Lease as the "Facilities;" Whereas, the Lease was assigned by Kelsho to Citicasters, effective December 17, M Whereas, the City acknowledges that the Lease is a valid and enforceable document, and has not been amended or assigned except as disclosed herein; Whereas, Citicasters and Entravision, have entered into an Asset Purchase Agreement dated February 29, 2000 ( "Agreement ") pursuant to which Citicasters hereby does assign its interest in the Lease to Entravision; Whereas, Citicasters, Entravision and the City desire to memorialize the existence of the Lease and the assignment of such Lease; Now, therefore, Citicasters, Entravision and the City hereby set forth the terms contained in the Lease: 1. Term. The initial term of the Lease began on approximately October 10, 1997 and continues through October 9, 2002. 2. Renewal Options. The Lease contains ten (10) consecutive one (1) year automatic renewals. During any term of renewal the Lease may be terminated at any time, without cause, upon sixty (60) days prior written notice of intent to terminate the Lease provided by the party wishing to terminate the Lease. Assignment. Citicasters hereby sells, assigns, transfers and delegates to Entravision and its successors and assigns all of its right, title and interest in and to the Lease. 4. Consent, The City hereby acknowledges and consents to Citicasters' assignment to Entravision of Citicasters' rights, title and interest in and to the Lease, provided that this consent shall not be effective until the City receives full reimbursement for the annual rent increases set forth in Section 3 of the Lease by 5:00 p.m. on June . 2000. S. Compliance. Entravision agrees to be bound by and comply with all terns, conditions and obligations of the Lease. 6. Counterparts. This Memorandum of Lease, Assignment and Consent may be signed in any number of counterparts with the same force and effect as if all signatures appeared on one and the same instrument. [SIGNATURE PAGES FOLLOW] Signed and acknowledged in the presence of: State of ) County of ) CITICASTERS CO., an Ohio Corporation By: Name: Title: On before me, a Notary Public in and for said County and State, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that his /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public My Commission Expires Signed and acknowledged ENTRAVISION COMMUNCIATIONS in the presence of: State of ) County of ) CORPORATION, a Delaware Corporation Name: Title: On before me, a Notary Public in and for said County and State, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that his /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public My Commission Expires Attest: By: Approved as to form: M State of County of ) THE CITY OF NEWPORT BEACH a municipal corporation 0 Nance: Title: On before me, a Notary Public in and for said County and State, personally appeared personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that his executed the same in his authorized capacity, and that by his signature on the instrument the person or entity upon behalf of which the person acted, executed the instrument. WITNESS my hand official seal. Notary Public My Commission Expires This instrument was prepared in its unexecuted form by: Jessica Rosenthal, Esq. Wiley, Rein & Fielding 1776 K Street, N.W. Washing=, DC 20006 (202) 719 -7000 O[dar SO: 1301819A *MOO A PODTICV OP LOT 1013 Of T= F=ST A=XTZMF TO T MXSA TVACT, Ill THS CITI C7 =WPOAT tlp , CDDa1T W MWOa. STAT3 0! 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