Exhibit 10.24
ROTOLANTE/WCMQ LEASE
THIS LEASE made this 20th day of April, 1983 by and between MAY X.
XXXXXXXXX, hereinafter referred to as Lessor or ROTOLANTE, and RADIO WCMQ, INC.,
hereinafter referred to as Lessee, Tenant, or WCMQ.
WITNESSETH that in consideration of the covenants herein contained on the
part of WCMQ to be kept and performed, ROTOLANTE hereby leases to WCMQ the
following described property:
Lots 18, 19, and 20 in the XX 0/0 Xxxxxxx 00-00-00, XXXXXXXX XXXX
COMPANY SUBDIVISION, according to the plat thereof, recorded in Plat
Book 2, Page 68, of the public records of Dade County, Florida; less
County Road Right-of-Way over that portion lying within the West 43
feet of the SE 1/4 of said Section 20, and less that portion of Lot 20
presently within the easement for the X.X. 000xx Xxxxxx canal.
TO HAVE AND TO HOLD the same for the term of ten years from the commencement
of the term as hereinafter provided for. The rent for the first ten-year term
shall be the total sum of $313,020.00.
1. WCMQ covenants with ROTOLANTE to pay the rent monthly in advance each
on a first day of each and every month for the initial term as well as each
option term, if the options are exercised.
2. ROTOLANTE hereby grants to WCMQ options to renew the lease for six
consecutive additional five-year terms upon the same terms and conditions as set
forth in this lease, except that the agreed rental shall be increased by
$5,000.00 per annum for each five-year option term. These options shall be and
are self-executing; and it shall be conclusively presumed that WCMQ has
exercised its option unless WCMQ has given notice to ROTOLANTE on or before the
March 1st immediately preceding the then subject option time period. WCMQ's
notice of its intent not to exercise an option likewise cancels all subsequent
options.
3. The annual rental and the amount payable each month for the initial
ten-year term as well as each subsequent five-year option term are set forth in
the schedule below:
Lease Years Annual Rent Payable Monthly*
----------- ----------- ----------------
1 - 5 $28,800.00 $2,400.00
6 - 10 33,800.00 2,817.00
11 - 15 38,800.00 3,235.00
16 - 20 43,800.00 3,650.00
21 - 25 48,800.00 4,067.00
26 - 30 53,800.00 4,483.00
31 - 35 58,800.00 4,900.00
36 - 40 63,800.00 5,317.00
*plus applicable sales tax.
4. WCMQ shall have the right to use and occupy the property herein demised
for the installation, operation, and maintenance of attended and unattended
electronics, transmitters, receivers, towers, earth stations, microwave
equipment, and such other equipment and structures as are reasonable and
necessary in the communications industry and shall have the right to install and
maintain all necessary equipment, appurtenances, facilities, wiring, antennaes,
electrical wires, conduits, and connections as WCMQ may deem necessary.
5. Notwithstanding the foregoing, it is expressly understood and agreed
that any radio or antenna towers to be constructed by WCMQ on the leased
premises during the term hereof shall not exceed a height above ground of 140
feet each.
6. This lease is contingent upon WCMQ obtaining all necessary federal and
local permits and authorizations to construct its proposed facility. The permits
include but are not limited to the FCC, FAA, and Dade County Building permits.
WCMQ shall use its best good-faith efforts to obtain the needed approvals as
expeditiously as possible. If, after six months from the date hereof, WCMQ does
not have the necessary permits but is of the opinion that they will be obtained
in the foreseeable future and WCMQ desires to continue with its efforts to
obtain the permits, then and in that event WCMQ shall pay $1,000.00 to ROTOLANTE
as consideration for an additional six month extension. Upon payment of the
$1,000.00 WCMQ shall have an additional six months in order to obtain the
necessary permits. If the necessary permits are ultimately unobtainable, then
and in that event ROTOLANTE shall retain an additional $1,000.00 from the first
month's rent deposit, hereinafter provided for, and shall refund the balance,
$1,420.00, to WCMQ, if no damage was done to the premises by reason of WCMQ's
test and surveys.
7. This lease is also contingent upon WCMQ obtaining the removal of that
certain 400 foot tower approximately 1 and 1/2 miles south of the demised
premises, said tower currently being owned by Xxxxx Xxxxx. WCMQ represents that
it has the basis for an understanding with Xx. Xxxxx for the removal of this
tower and expects to have a written agreement concerning same within the next 30
days. This contingency will be deemed satisfied
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if WCMQ does not give ROTOLANTE notice, within 30 days from the date hereof,
that the contingency has not been met. If WCMQ does give notice that the
contingency has not been met, then and in that event the deposit paid this date
shall be returned and this lease deemed terminated.
8. The first ten-year term of this lease shall commence on the first day
of the month following the month in which WCMQ obtains all necessary permits to
start construction. At time of signing this lease WCMQ has paid to ROTOLANTE the
sum of $2,520.00 representing deposit for the first month's ground rent plus 5
percent sales tax.
9. WCMQ may enter the premises prior to commencement of the initial
ten-year term for the purpose of making tests and surveys, provided that at all
times WCMQ shall protect the livestock, if any, on the premises.
10. In addition to the ground rent and sales tax to be paid monthly, WCMQ
shall pay annually to ROTOLANTE when real estate tax bills are issued the real
estate taxes on the land described in this lease plus taxes, if any, imposed on
improvements of WCMQ and/or personal property of WCMQ; however, for any such
year that the county tax assessor approves the Agriculture Exemption on the
demised land, WCMQ shall pay to ROTOLANTE taxes only on the non-exempt
assessment of the demised land, plus any tax that may be assessed on WCMQ's
structures and properties. In order to retain the Agriculture Exemption, WCMQ
shall allow ROTOLANTE's present tenant on adjoining land an access to graze his
livestock on the demised land, after WCMQ fences off whatever structures of his
operation that may be hazardous to livestock or to the public.
11. In the event the current tenant (stock raiser) of ROTOLANTE
relinquishes his lease or does not desire to use the land of ROTOLANTE for
pasture, then WCMQ may sublet the unused portion of the demised premises for any
farm or pasture purpose that would qualify for the Agriculture Exemption on the
annual taxes; and WCMQ shall furnish ROTOLANTE with a copy of the sublet
agreement.
12. It is expressly understood and agreed that ROTOLANTE and WCMQ shall
each use their best good-faith efforts to keep the demised premises qualified
for the Agriculture Exemption on the annual real property taxes.
13. At all times during the term of this lease and any renewals or
extensions hereto, WCMQ shall carry public liability insurance naming ROTOLANTE
as additional insured in minimum amounts of $300,000/$500,000. Said insurance
shall cover in addition to the communications operations of ROTOLANTE the
liability insurance for the agriculture and pasture portion of the premises.
WCMQ shall have the insurance agent furnish a certificate to ROTOLANTE at
inception of the liability coverage and for each renewal.
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14. WCMQ hereby assumes full legal responsibility to local, state, and
national authorities for the installation of its equipment and for the operation
thereof on the premises of ROTOLANTE and for proper application for and securing
of all permits and authorizations that are or may become necessary therefor.
15. During the period of construction WCMQ shall carry builders risk
insurance naming ROTOLANTE as additional insured. WCMQ shall further comply with
the mechanics lien law and shall not allow any construction liens to attach to
the land of ROTOLANTE. WCMQ shall replace or repair any pasture grasses damaged
during construction.
16. WCMQ shall promptly execute and comply with all statutes, ordinances,
rules, orders, regulations, and requirements of the federal, state, and local
governments and of any and all their departments and bureaus applicable to said
premises for the correction, prevention, and abatement of nuisances or other
grievances in, upon, or connected with said premises during said term.
17. In the event of litigation between the parties, it is agreed that the
prevailing party shall be entitled to judgment for their reasonable attorneys'
fees, costs, and all costs associated with the litigation whether or not same
are traditionally taxable as costs.
18. This contract shall bind ROTOLANTE and her heirs, assigns,
administrators, legal representatives, executors, or successors as the case may
be and the assigns or successors of WCMQ.
19. It is understood and agreed between the parties hereto that time is of
the essence of this contract, and this applies to all terms and conditions
contained herein.
20. WCMQ shall indemnify and save harmless ROTOLANTE from and against any
and all claims, suits, actions, damages, and/or causes of action arising during
the term of this lease for any personal injury, loss of life, and/or damage to
property sustained in or about the leased premises by reason of or as a result
of WCMQ's occupancy thereof and from and against any orders, judgments, and/or
decrees which may be entered thereon and from and against all costs, counsel
fees, expenses, and liabilities incurred in and about the defense of any such
claim and the investigation thereof; provided, however, that before WCMQ shall
become liable for all of said costs, counsel fees, expenses, liabilities, WCMQ
shall be given notice in writing that the same are about to be incurred and
shall have the option itself to make the necessary investigation and employ
counsel of WCMQ's own selection but satisfactory to ROTOLANTE for the necessary
defense of any claims.
21. Upon expiration or termination of this lease, WCMQ shall remove all of
its structures and equipment, repair any damaged fences and pasture grasses, and
restore the premises to ROTOLANTE in good and clean condition.
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22. In the event WCMQ defaults in any respect to its obligations pursuant
to this lease, ROTOLANTE shall give written notice to WCMQ. If the default is
the nonpayment of rent, then and in that event WCMQ shall have ten business days
in which to cure the default. If the default is other than the nonpayment of
rent, then and in that event WCMQ will be given a reasonable time to cure the
default, the nature of the default being taken into consideration as well as all
other salient circumstances in determining a reasonable time.
23. During the term of this lease or any renewal thereof, ROTOLANTE shall
only sell the property upon a bona fide offer to purchase from a third party.
WCMQ is hereby granted the right of first refusal on any bona fide offer to
purchase the demised premises. A bona fide offer to purchase means an offer or
contract with a third party who is not related directly or indirectly to
ROTOLANTE.
24. Notice shall be deemed sufficient if in writing and sent certified
mail, return-receipt requested, as follows:
If to Rotolante: May X. Xxxxxxxxx
0000 X. X. 00xx Xxxxxxx
Xxxxx Xxxxx, Xxxxxxx 00000
If to WCMQ: Xxxxxxx X. Xxxxxxx
Radio WCMQ, Inc.
0000 Xxxxx Xxx
Xxxxx, Xxxxxxx 00000
25. Attached hereto as Exhibit A is a copy of a Memorandum of Lease which
the parties have executed simultaneously with the execution of this lease
agreement. It is expressly understood and agreed that WCMQ shall be free to
place the Memorandum of Lease of record upon the commencement of the first
ten-year term. WCMQ shall not place the Memorandum of Lease of record unless the
first ten-year term has commenced, that is WCMQ has obtained all the necessary
permits to start construction. Upon expiration of the term or any renewal
thereof or upon termination of this lease in accordance with the terms and
conditions hereof, WCMQ shall furnish to ROTOLANTE a fully completed quit claim
deed in the form attached hereto as Exhibit B.
26. This lease may be modified or changed only by a written instrument
executed by both ROTOLANTE and WCMQ.
27. This written lease contains all the representations of agreements and
obligations between ROTOLANTE and WCMQ.
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IN WITNESS WHEREOF, the parties have set their hands and seals the day first
above written.
Witnesses:
/s/ /s/ May X. Xxxxxxxxx (SEAL)
--------------------- ----------------------------
MAY X. XXXXXXXXX
/s/
---------------------
RADIO WCMQ, INC.
/s/
---------------------
/s/ By: /s/ Xxxxxxx X. Xxxxxxx (SEAL)
--------------------- ------------------------
XXXXXXX X. XXXXXXX,
President
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MEMORANDUM OF LEASE
This Memorandum of Lease is entered into this 20th day of April, 1983 by and
between MAY X. XXXXXXXXX, hereinafter referred to as Lessor or ROTOLANTE, and
RADIO WCMQ, INC., hereinafter referred to as Lessee, Tenant, or WCMQ,
W I T N E S S E T H T H A T :
WHEREAS, that in consideration of the covenants contained in that certain
Lease Agreement of even date between ROTOLANTE and WCMQ whereby ROTOLANTE leased
to WCMQ the following described property:
Lots 18, 19, and 20 in the XX 0/0 Xxxxxxx 00-00-00, XXXXXXXX XXXX
COMPANY SUBDIVISION, according to the plat thereof, recorded in Plat
Book 2, Page 68, of the public records of Dade County, Florida; less
County Road Right-of-Way over that portion lying within the West 43
feet of the SE 1/4 of said Section 20, and less that portion of Lot 20
presently within the easement for the N.W. 138th Street canal.
WHEREAS, the parties have agreed to place this Memorandum of Lease of record
so as to give record notice of certain provisions of the Lease,
NOW, THEREFORE, in consideration of the premises, the parties acknowledge
that certain of the provisions of the Lease Agreement provide as follows:
1. The Lease has a term of from ten years to 41 years duration.
2. The Lease further provides that to the extent WCMQ's equipment allows,
the property will continue to be utilized by ROTOLANTE, other tenants, or
subtenants for agricultural purposes, either farm or pasture land.
3. The Lease provides WCMQ the right of first refusal on any bona fide offer
to purchase the demised premises.
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IN WITNESS WHEREOF, the parties have set their hands and seals the day first
above written.
Witnesses:
/s/ /s/ May X. Xxxxxxxxx (SEAL)
--------------------- ----------------------------
MAY X. XXXXXXXXX
/s/
---------------------
Sworn to and subscribed before me
this 20th day of April, 1983.
/s/
----------------------------------
Notary Public, State of Florida
My Commission expires:
(SEAL)
RADIO WCMQ, INC.
/s/
----------------------------------
/s/ By:/s/ Xxxxxxx X. Xxxxxxx (SEAL)
---------------------------------- -------------------------
XXXXXXX X. XXXXXXX,
President
Sworn to and subscribed before me
this 20th day of April, 1983.
/s/
----------------------------------
Notary Public, State of Florida
My Commission expires:
(SEAL)
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ASSIGNMENT OF LEASE AND OWNER'S CONSENT
THIS AGREEMENT, made this 12 day of May, 1998, among One-On-One Sports Radio
of Florida, L.L.C., a Delaware limited liability company ("Assignor"), Radio
Unica of Miami, Inc., a Delaware corporation ("Assignee"), and May X. Xxxxxxxxx
("Owner").
RECITALS
WHEREAS, Owner is the fee simple owner of that certain real property located
in Miami Springs, Florida, and more fully described in Exhibit A attached hereto
(the "Property").
WHEREAS, by assignment, Assignor leases the Property under that certain
Rotolante/WCMQ Lease dated as of April 20, 1983 by and between May X. Xxxxxxxxx,
as lessor, and Radio WCMQ, Inc., as tenant, as assigned to Spanish Broadcasting
System of Florida, Inc. ("SBS") in accordance with a Novation of Lease dated as
of December, 1996, and as assigned by SBS to Assignor in accordance with an
Assignment of Lease and Owner's Consent dated as of September 26, 1997
(collectively, the "Lease").
WHEREAS, the parties desire for Assignor to assign its rights and
obligations under the Lease to Assignee.
AGREEMENT:
NOW, THEREFORE, for valuable consideration received, the parties, intending
to be legally bound, agree as follows:
1. Recitals. All of the above recitals are incorporated herein by reference.
2. Assignment. Assignor assigns, conveys and transfers to Assignee, its
successors and assigns, all of the Assignor's rights, title and interest in and
to the Lease. Assignor covenants and agrees that: (i) Assignor has good right
and power to assign the Lease; (ii) the interest hereby assigned is free and
clear from any encumbrances created by Assignor; (iii) Assignor has not waived
any rights under the Lease; and (iv) Assignor, as of the date hereof, has
performed its obligations under the Lease.
3. Acceptance. Assignee accepts Assignor's assignment of the Lease, and
assumes and agrees to keep and perform all the obligations, liabilities,
conditions, covenants and provisions of Assignor under the Lease accruing after
the date hereof. Assignee acknowledges that a proper proration of all rents paid
or due under the Lease has been made with Assignor. Assignee agrees to indemnify
and hold harmless Assignor from and against any and all claims, liabilities,
damages, costs, losses, attorneys' fees and expenses incurred by Assignor and
arising from or related to Assignee's performance of its obligations under the
Lease or its use of the Property subject to the Lease after the date hereof.
Assignor agrees to indemnify and hold harmless Assignee from and against any and
all claims,
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liabilities, damages, costs, losses, attorneys' fees and expenses incurred by
Assignee and arising from or related to Assignor's performance of its
obligations under the Lease or its use of the Property subject to the Lease
prior to the date hereof. Assignor agrees to indemnify and hold harmless
Assignee from and against any and all claims, liabilities, damages, cost,
losses, attorneys' fees and expenses incurred by Assignee and arising from or
related to Assignor's performance of its obligations under the Lease or its
use of the Property subject to the Lease prior to the date hereof.
4. Further Assurances. Assignor does hereby agree, from and after the date
hereof upon the request of Assignee or its successors and assigns, to execute
such other documents as Assignee or its successors and assigns may reasonably
require in order to obtain the full benefit of this Assignment of Lease and
Owner's Consent and Assignor's obligations hereunder.
5. Consent and Release. Owner consents to this assignment by Assignor to
Assignee of all of the Assignor's rights, obligations, liabilities, title and
interest in and to the Lease as provided in Paragraphs 2 and 3 above and accepts
Assignee as the Lessee under the Lease. Owner warrants that no default presently
exists under the Lease, including the payment of rent.
6. Binding Effect. This Agreement shall be binding on and inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
7. Governing Law. The terms and conditions of this Assignment shall be
governed by and interpreted under the law of the State of Delaware.
8. Counterparts. This Assignment may be executed in separate counterparts,
none of which need contain the signatures of all parties, each of which shall be
deemed to be an original, and all of which taken together constitute one and the
same instrument.
[signature page follows]
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ONE-ON-ONE SPORTS RADIO OF
FLORIDA, L.L.C.
By: One-On-One Sports Radio Stations, Inc.
Member
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Title: President
--------------------------------
By: One-On-One Sports Radio Stations, Inc.
Member
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Title: President
--------------------------------
RADIO UNICA OF MIAMI, INC.
By:
-----------------------------------
Xxxxxxx X. Xxxxx, Chairman and Chief
Executive Officer
MAY X. XXXXXXXXX
--------------------------------------
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ONE-ON-ONE SPORTS RADIO OF
FLORIDA, L.L.C.
By: One-On-One Sports Radio Stations, Inc.
Member
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
By: One-On-One Sports Radio Stations, Inc.
Member
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
RADIO UNICA OF MIAMI, INC.
By:
-----------------------------------
Xxxxxxx X. Xxxxx, Chairman and Chief
Executive Officer
MAY X. XXXXXXXXX
--------------------------------------
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ONE-ON-ONE SPORTS RADIO OF
FLORIDA, L.L.C.
By: One-On-One Sports Radio Stations, Inc.
Member
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
By: One-On-One Sports Radio Stations, Inc.
Member
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
RADIO UNICA OF MIAMI, INC.
By:/s/ Xxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxx X. Xxxxx, Chairman and Chief
Executive Officer
MAY X. XXXXXXXXX
--------------------------------------
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ONE-ON-ONE SPORTS RADIO OF
FLORIDA, L.L.C.
By: One-On-One Sports Radio Stations, Inc.
Member
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
By: One-On-One Sports Radio Stations, Inc.
Member
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
RADIO UNICA OF MIAMI, INC.
By:
-----------------------------------
Xxxxxxx X. Xxxxx, Chairman and Chief
Executive Officer
MAY X. XXXXXXXXX
/s/ May X. Xxxxxxxxx
--------------------------------------
MAY X. XXXXXXXXX, OWNER/LESSOR
LANDLORD
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