Exhibit 10.7
TRANSMISSION FACILITIES LEASE
This Transmission Facilities Lease ("LEASE") is made and entered into
as of the 30th day of October, 2003, by INTERNATIONAL CHURCH OF THE FOURSQUARE
GOSPEL, a religious, non-profit corporation, organized and existing under the
laws of the State of California (together with its successors and assigns,
"LANDLORD") and SPANISH BROADCASTING SYSTEM OF CALIFORNIA, INC., a California
corporation (together with its successors and assigns, "TENANT").
RECITALS
WHEREAS, Landlord is the owner of certain improved real property
located in the City of Los Angeles, County of Los Angeles, State of California,
as more particularly described on Exhibit "A" attached hereto (the "PROPERTY").
A memorandum of this Lease shall be recorded against, and shall be an
encumbrance upon, the Property;
WHEREAS, Landlord leased the portion of the Property described on
Exhibit "B" attached hereto ("1150 PREMISES") to Eleven-Fifty Corp., a Delaware
corporation ("1150") pursuant to a Lease, dated as of April 10, 1980 (the "1150
LEASE");
WHEREAS, pursuant to Section 1 of the 1150 Lease, Landlord reserved to
itself various rights and privileges with respect to the 1150 Premises (the
"RESERVED RIGHTS AND PRIVILEGES") for the purpose of, among other things,
enabling Landlord to maintain and operate transmission facilities for Landlord's
radio station KXOL-FM (formerly known as KFSG-FM) (the "STATION") and to permit
Landlord to rent broadcast and transmission facilities to others.
WHEREAS, in connection with the Reserved Rights and Privileges,
Landlord expressly excluded from the 1150 Premises under the 1150 Lease a
portion of the Property ("EXCLUDED PROPERTY") for the purpose of, among other
things, enabling Landlord to exercise and enjoy the Reserved Rights and
Privilege;.
WHEREAS, on or about the date hereof, Tenant is acquiring all of
Landlord's personal property assets relating to the Station and all of
Landlord's rights and privileges relating thereto (the "PURCHASE TRANSACTION");
WHEREAS, Landlord desires to lease a portion of the Excluded Property
to Tenant and grant to Tenant certain other rights and privileges in connection
therewith, and Tenant desires to Lease from Landlord the Excluded Property and
accept such other rights and privileges, in accordance with the terms and
conditions of this Lease.
NOW, THEREFORE, for good and valuable consideration paid by Tenant to
Landlord, and in consideration of the mutual covenants of the parties hereto in
this Lease, it is agreed as follows:
1. PREMISES
Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord, throughout the Term (as hereinafter defined), the premises
("PREMISES") consisting of (i) for the exclusive use of Tenant, that certain
room within the building located on the Property designated on the floorplan
attached hereto as Exhibit "C", (ii) for the reasonable use by Tenant in common
with all others lawfully entitled to use the Property, the common passageways,
restrooms and public facilities described in Exhibit "C" attached hereto,
(iii) for the use by Tenant in common with all others lawfully entitled to use
the Property, the parking lot located on the Property (provided, however, for so
long as the 1150 Lease remains in effect, Tenant's use thereof shall be limited
to a reasonable number of parking spaces for use by personnel of Tenant and its
business invitees), (iv) for the use by Tenant in common with all others
lawfully entitled to use such portion of the Property, the freestanding AM
transmission tower that was in existence on April 10, 1980 for the purpose of
maintaining thereon an FM transmission antenna and cabling connecting the FM
transmission antenna to an FM transmitter, (v) for the use by Tenant in common
with all others lawfully entitled to use such portion of the Property, the
property upon which Landlord maintains an easement for coaxial cable between the
FM transmitter and FM transmission antenna described in clause (iv) above, as
reserved by Landlord pursuant to Section (d) of the Reserved Rights and
Privileges (i.e., Section l(d) of the 1150 Lease), (vi) for the use by Tenant in
common with all others lawfully entitled to use the Property, such portions of
the Property as shall afford Tenant, its personnel and its business invitees
reasonable ingress and egress (including vehicular ingress and egress across
portions of the Property suitable for vehicular use) between Montecito Drive and
all portions of the Premises and between any portion of the Premises and any
other portion of the Premises, (vii) for the use by Tenant in common with all
others lawfully entitled to use such portion of the Property, the space on the
telephone pole for the existing auxiliary antenna, (viii) for the use by Tenant
in common with all others lawfully entitled to use such portion of the Property,
the existing coaxial cable, along with the path upon which such cable runs,
between the Station transmitter and the auxiliary antenna referred to in clause
(vii) above and (ix) for the use by Tenant in common with all others lawfully
entitled to use such portions of the Property, all other portions of the
Property that are currently utilized by Landlord in connection with its
broadcasting operation. For the purpose of further establishing the rights of
Tenant in and to the Premises, and without in any way limiting such rights,
Landlord hereby grants to Tenant non-exclusive easements over the Property, and
all portions thereof, as shall be necessary or appropriate to enable Tenant to
enjoy full use (as permitted by this Lease) of and access to and from all
portions of the Premises. Such easements shall terminate upon expiration or
earlier termination of the Term.
2. RESERVATION OF RIGHTS.
Landlord reserves to itself, for the entire term of the Lease,
the following rights and privileges, exercise of which shall be subject to the
rights of (i) 1150 under the 1150 Lease and (ii) Tenant under this Lease:
(a) Reasonable use of the common passageways, restrooms
and public facilities described on Exhibit "C";
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(b) A reasonable number of parking spaces in the parking
lot for use by personnel of Landlord and its business invitees;
(c) To do any of the following provided Landlord obtains
FCC approval where required, Landlord furnishes Tenant with a favorable
engineer's report that the intended action may be taken without impairing or
interfering with the operation of the Station or degrading its signal and such
action does not in fact impair or interfere with the operation of the Station or
degrade its signal:
(i) To make, at its expense, additions and
improvements to the existing buildings to accommodate additional space
requirements of Landlord;
(ii) To install and maintain additional
transmission antennas on the AM transmission towers, to use the necessary space
within the improvements on the Property to house additional radio station
transmitters, mobile units or microwave equipments; and
(iii) At its sole expense, to relocate the
existing building, free standing tower, any additional towers and parking lot to
another location on the Property, to enable Landlord to exploit and develop the
remaining portion of the property owned by Landlord, provided, however, that
prior to any such relocation, Landlord and Tenant shall, in their respective
sole discretion, agree in writing upon reconfiguration of the Premises, easement
locations and property use rights granted to Tenant hereunder so that Tenant's
rights under this Lease and with respect to the Property following such
relocation are not in any way materially diminished or materially impaired as a
result of such relocation, and Tenant's obligations under this Lease and with
respect to the Property following such relocation are not materially increased
as a result of such relocation.
3. RENT.
(a) Rent. Tenant agrees to pay to Landlord throughout the
Term, in advance in annual installments (except as otherwise provided herein),
rent ("RENT") in the amount of One Dollar ($1.00) per year. The first
installment of Rent, covering the period from the Commencement Date (as
hereinafter defined) through December 31, 2003, shall be paid upon Tenant's
execution of this Lease. Subsequent installments of Rent shall be paid on or
before January 5 of each year of the Term commencing January 5, 2004. Rent shall
not be subject to increase throughout the Term.
(b) Prorations. If the Commencement Date shall be other
than January 1 or if the last day of the Term shall be other than December 31,
the annual installment of Rent shall be prorated by dividing the actual number
of days during such calendar year that the Term was in effect by the actual
number of days in such calendar year and multiplying the result by the full
amount of the annual installment of Rent applicable to such year.
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4. TERM.
(a) Term. The term of this Lease ("Term") shall commence
on the date hereof ("COMMENCEMENT DATE") and, unless sooner terminated as
provided in this Lease, shall expire at 12:01 a.m. on the fiftieth (50th)
anniversary of the date hereof. Landlord shall deliver possession of the
Premises to Tenant upon the Commencement Date. Tenant shall surrender the
Premises to Landlord upon expiration or earlier termination of the Term. Upon
expiration or earlier termination of the Term, any property and equipment of
Tenant on the Premises shall, at the election of Tenant, be removed from the
Premises at Tenant's expense on or before the last day of the Term or left on
the Premises following the Term. If such property and equipment is left on the
Premises more than 180 days after the written notice from Landlord to Tenant
delivered after expiration or earlier termination of the Term demanding Tenant's
removal of such property and equipment, such property and equipment shall become
the property of Landlord.
(b) Termination Rights. Tenant, in its sole and absolute
discretion, may terminate this Lease at any time by delivering to Landlord
written notice of such termination executed by Tenant.
5. USE.
(a) Permitted Use. Tenant shall use the Property
exclusively as a site for broadcasting and transmission of the Station and its
related broadcasting activities. The use of the Property for that purpose is
subject to all of the terms, provisions and conditions of the Conditional Use
Permits issued by the City of Los Angeles as set forth on Exhibit "D" attached
hereto and by this reference made a part hereof, together will all the
covenants, conditions, easements, roads, restrictions, and reservations of
records. Tenant shall, at its own expense, comply with all laws, ordinances and
regulations by federal, state and municipal authorities or with any direction of
any public officer pursuant to law, which shall impose any duty upon the Tenant
with respect to the Property and the said Conditional Use Permit. Tenant shall,
at its sole expense, obtain all licenses or permits which may be required for
the conduct of its business within the terms of this Lease.
(b) Environmental Matters. Without limiting the
foregoing, Tenant shall not, without the prior written consent of Landlord, use,
generate, manufacture, treat, handle, refine, produce, process, store, release,
discharge or dispose of at the Property any "hazardous substances," "hazardous
materials," "toxic substances," "hazardous wastes," "pollutants"or
"contaminants," as such terms and words of similar import (collectively called
"HAZARDOUS MATERIALS") are defined or used in the federal and state
environmental laws presently existing as of the date of this Lease or hereafter
enacted and applicable to the Property (collectively called the "ENVIRONMENTAL
Laws"). "Hazardous Materials" shall not include (i) ordinary office supplies,
(ii) repair, maintenance and cleaning supplies maintained or (iii) supplies and
materials customarily used in the operation of a broadcasting and transmission
facility such as that currently operated on the Property, in each case, in
reasonable and necessary quantities and used in accordance with all
Environmental Laws. If Landlord permits certain Hazardous Materials to be used
in the construction of any improvements within the Premises (for example, wood
preservatives) or in the operation of any businesses within the Premises (for
example, cleaning agents), the Tenant shall use and dispose of such Hazardous
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Materials, or cause such Hazardous Materials to be used and disposed of, in
compliance with the applicable Environmental Laws. Tenant shall promptly notify
the Landlord, in writing, if the Tenant at any time shall become aware of any
spillage, release or discharge of Hazardous Materials on, within or under the
Premises, and shall provide such detailed reports thereof as the Landlord may
reasonably request. Tenant shall indemnify and hold Landlord harmless against
all costs and expenses (including reasonable attorneys' fees), losses, damages,
and liabilities ("collectively, "LOSSES") incurred by the Landlord to the extent
arising out of or directly or indirectly attributable to: (a) Tenant's use,
generation, manufacture, treatment, handling, refining, production, processing,
storage, release, discharge, or disposal of any Hazardous Materials on or within
the Premises which shall occur during the Term; (b) any amounts assessed against
Landlord pursuant to the Environmental Laws based upon Landlord's ownership of
the Premises, for the clean up or disposal of Hazardous Materials described in
the foregoing clause (a); and (c) Landlord's enforcement of Tenant's covenants
under this Section 5(b), whether or not suit is brought therefor; provided,
however, Tenant shall not be required to indemnify or hold harmless Landlord
against Losses to the extent arising out of the negligence or wilful misconduct
of Landlord or any other tenant, licensee or occupant of the Property. This
indemnity shall survive any termination of this Lease. Tenant acknowledges that
Landlord has not provided Tenant with any report regarding Hazardous Materials,
that Tenant has had an opportunity to obtain such a report at Tenant's expense
and that Landlord has made no representation or warranty regarding Hazardous
Materials.
6. LEASE SERVICES.
The cost of all water, gas, heat, air conditioning,
electricity, telephone service, other utilities, waste removal, sewer, and
janitorial service (collectively, "LEASE SERVICES") shall be borne by Tenant and
Landlord as provided in this Section 6. During the Term, (i) Tenant shall bear
the costs of all Lease Services furnished to and consumed by Tenant in areas of
the Premises where Tenant has exclusive possession and (ii) Landlord (or any
other tenant of the Property that may have assumed Landlord's obligation to bear
such costs) shall bear the costs of all Lease Services furnished to portions of
the Property and Premises used in common with other tenants and occupants of the
Property. The parties shall attempt, to the extent reasonably possible, to cause
any utilities described in clause (i) above to be separately metered from
utilities provided to other portions of the Property and to have Tenant directly
contract with utility and other service providers for the Lease Services
described in clause (i). If separate metering and contracting for any Lease
Service described in clause (i) shall not be possible, the total cost of
furnishing such Lease Service to the Property shall be equitably apportioned
(based on relative consumption) between the portion of the Premises where Tenant
has exclusive possession and the remainder of the Property (with Tenant bearing
the former costs). The method for determining such apportionment as to any
particular Lease Service shall be subject to the reasonable approval of Tenant
and Landlord. Landlord (or any other tenant of the Property that may have
assumed Landlord's obligation) shall maintain in good condition and repair all
portions of the Property other than those of which Tenant has exclusive use and
possession. Tenant, at its cost, shall maintain in good condition and repair all
portions of the Premises of which Tenant has exclusive use and possession.
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7. INSURANCE.
(a) Landlord's Insurance. Landlord agrees to keep in full
force and effect from and after the Commencement Date and throughout the
remainder of the Term, at Landlord's cost, the following insurance:
(i) "All Risk or Special Causes of Loss" property
insurance including at least the following perils: fire and extended coverage,
smoke damage, vandalism, malicious mischief and sprinkler leakage (including
earthquake sprinkler leakage). Such insurance shall cover the entire Premises,
including all fixtures and equipment therein, excluding equipment owned by
Tenant.
(ii) Commercial General Liability Insurance or
Comprehensive General Liability Insurance (on an occurrence basis) insuring
bodily injury, personal injury and property damage including the following
divisions and extensions of coverage: Premises and Operations; blanket
contractual liability (including coverage for Landlord's indemnity obligations
under this Lease); and products and completed operations. Such insurance must
have the following minimum limits of liability: bodily injury, personal injury
and property damage - $6,000,000 each occurrence.
(b) Tenant's Insurance. Tenant agrees to keep in full
force and effect from and after the Commencement Date and throughout the
remainder of the Term, at Tenant's cost, the following insurance:
(i) Property insurance against "All Risks" of
physical loss covering the replacement cost of all equipment and personal
property of Tenant at the Premises.
(ii) Commercial General Liability Insurance or
Comprehensive General Liability Insurance (on an occurrence basis) insuring
bodily injury, personal injury and property damage including the following
divisions and extensions of coverage: Premises and Operations; blanket
contractual liability (including coverage for Tenant's indemnity obligations
under this Lease) ; and products and completed operations. Such insurance must
have the following minimum limits of liability: bodily injury, personal injury
and property damage - $6,000,000 each occurrence.
(c) Insurance Requirements. All policies must be issued
by an insurer licensed in the State of California having a policyholder rating
of at least "B+" and a financial rating of at least "XIV" in the most recent
version of Best's Key Rating Guide. Landlord's and Tenant's policies must
contain a requirement to notify Tenant and Landlord, respectively, in writing
not less than thirty (30) days prior to any cancellation or other termination
thereof (except that the above requirement shall be ten (10) days with respect
to cancellation due to non-payment of premiums). Landlord and Tenant each agree
to deliver to Tenant within thirty (30) days after the date hereof,
certificate(s) of insurance evidencing the existence of such insurance and
Landlord's and Tenant's compliance with the provisions of this Section 7.
Landlord and Tenant each agree to cause replacement certificates to be delivered
to the other party not more than thirty (30) days after the expiration of any
such policy or policies. If any such initial or replacement certificates are not
furnished within the time(s) specified herein, the other party shall have the
right, but not the obligation, to procure such insurance as such party deems
necessary to protect its interests at the expense of the party who failed to
maintain the
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required insurance. Each party's policies must name the other party as an
additional insured. Landlord's policies must also contain a provision that the
insurance afforded by such policies are primary insurance except with respect to
negligent acts of Tenant, its agents and invitees, and any insurance carried by
Tenant will be excess over and noncontributing with Landlord's insurance except
with respect to negligent acts of Tenant, its agents and invitees.
8. PROPERTY TAXES.
Landlord shall pay, prior to delinquency, all property taxes
and assessments with respect to the Property, the Premises and Tenant's
leasehold interest in the Premises. Landlord agrees promptly to furnish Tenant
with satisfactory evidence that such taxes and assessments have been paid. If
Landlord fails to pay any such taxes and assessments, Tenant shall have the
right, but not the obligation, to pay such taxes and assessments (and any
interest and penalties therein) at Landlord's expense.
9. ALTERATIONS.
Tenant may make, at Tenant's cost and without the need for
Landlord consent, such alterations and improvements to the portions of the
Premises of which Tenant has exclusive possession; provided, however, as to any
alterations and improvements having a cost in excess of $5,000, Tenant shall
provide Landlord not less than forty-eight (48) hours prior written notice of
such alterations and improvements. Tenant may make, at Tenant's cost,
alterations and improvements to other portions of the Property, provided Tenant
obtains Landlord's prior written consent, which shall not be unreasonably
withheld, conditioned or delayed. Tenant shall deliver to Landlord copies of all
drawings, plans and permits for any alterations and improvements to be made at
the Property by Tenant. All alterations, additions and improvements shall be
accomplished in a good and workmanlike manner, in conformity with all applicable
laws, rules and regulations. Tenant agrees that it will pay the cost of any and
all alterations, additions and improvements to the Property when due and hereby
agrees to indemnify and hold Landlord harmless from and against any loss, cost,
damage, lien claim, stop notice claim or liability to anyone by reason of any
non-payment or claim of non-payment of such costs. Landlord reserves the right
to post in or about the Property in the event of any such work, such notices of
non-responsibility as may be permitted by law.
10. DAMAGE. DESTRUCTION AND CONDEMNATION.
(a) Damage and Destruction. In the event the Premises, or
any portion thereof, but excluding Tenant's equipment, shall be damaged or
destroyed, Landlord shall promptly cause the same to be repaired and replaced at
Landlord's cost. If Landlord fails to promptly repair the Premises, Tenant shall
have the right, but not the obligation, to cause such repairs and replacements
to be made at Landlord's expense and, upon request of Tenant following such
failure to repair, Landlord shall assign to Tenant all insurance proceeds
received or which Landlord is entitled to receive with respect to any such
damage or destruction. Rent shall be abated following any damage or destruction
in proportion to the degree of impairment of Tenant's use of the Premises
resulting therefrom. Landlord shall have no right to terminate this Lease as a
result of damage or destruction and hereby waives any statutory or other legal
right to so terminate this Lease.
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(b) Eminent Domain. If the whole or any portion of the
Premises is permanently taken for any public or quasi-public purpose by an
lawful power or authority by exercise of the right of appropriation,
condemnation or eminent domain, or sold to prevent such taking, this Lease shall
terminate as to the portion of the Premises taken effective on the date of
taking and the Rent shall be equitably reduced. Landlord shall have no right to
terminate this Lease as a result of any taking and hereby waives any statutory
or other legal right to so terminate the Lease.
11. Defaults and Remedies,
(a) Default. The occurrence of any one or more of the
following events shall constitute a default by Tenant:
(i) The failure by Tenant to make any payment of
Rent as and when due, where such failure continues for a period ninety (90) days
after written notice thereof from Landlord to Tenant;
(ii) The failure by Tenant to observe or perform
any of the other covenants or provisions of this Lease to be observed or
performed by Tenant, other than as specified in clause (i), above, where such
failure continues for a period of thirty (30) days after written notice thereof
from Landlord to Tenant. If the nature of Tenant's default is such that more
than thirty (30) days are reasonably required for its cure, then Tenant will not
be deemed to be in default if Tenant commences such cure within such ninety (30)
day period and thereafter diligently prosecutes such cure to completion.
The foregoing notices shall be in addition to any notice required under
applicable law (including, without limitation, California Code of Civil
Procedure Section 1161.
(b) Landlord's Remedies. In the event of any default by
Tenant, Landlord shall have such remedies as are available to landlord under
applicable California law; provided, however, Landlord shall have no right to
consequential damages from Tenant.
(c) Tenant's Remedies. In the event of a failure by
Landlord to perform any of its obligations under this Lease, Tenant shall have,
on a cumulative basis, all remedies available at law or in equity. Without
limiting the generality of the foregoing, Landlord agrees that in addition to
all other rights and remedies available at law or in equity, Tenant shall be
entitled to obtain specific performance of the obligations of Landlord under
this Lease and immediate injunctive relief and that in the event any action or
proceeding is brought in equity to enforce the same Landlord shall not assert,
as a defense, that there is an adequate remedy at law.
12. Assignment and Subletting.
Tenant may assign this Lease or sublet the Premises without
Landlord's consent provided that the assignee or subtenant shall use the
Premises only for uses permitted under this Lease. Tenant shall deliver written
notice of any assignment or subletting to Landlord as promptly as reasonably
possible following the effective date of such assignment or the commencement
date of
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such sublease, as applicable, but in any event within thirty (30) days
thereafter. Tenant may assign any easements granted under this Lease, or grant
subeasements, without Landlord's consent. Tenant shall deliver written notice of
any assignment or grant of subeasement to Landlord as promptly as reasonably
possible following the effective date of such assignment or grant, but in any
event within thirty (30) days thereafter. Tenant shall have the right to assign
all or any portion of its right, title and interest in and to the Reserved
Rights and Privileges without Landlord's consent or notice to Landlord.
13. ESTOPPEL CERTIFICATES.
Within ten (10) days following any written request which
Tenant may make from time to time, Landlord agrees to execute and deliver to
Tenant such estoppel certificates as Tenant may request.
14. QUIET ENJOYMENT.
Landlord covenants and agrees with Tenant that upon Tenant
paying the Rent required under this Lease, Tenant may peaceably and quietly
have, hold and enjoy the Premises in accordance with this Lease.
15. REPRESENTATIONS AND WARRANTIES BY LANDLORD.
Landlord hereby represents and warrants to Tenant, as follows:
(a) Authority and Power. Landlord has full right, power,
legal capacity and authority to execute, deliver and perform its obligations
under this Lease, and once executed and delivered, this Lease shall be valid and
fully binding on Landlord and enforceable in accordance with all its terms.
(b) No Other Approval Required. No consent, approval,
authorization, order or registration of, or with, any court or regulatory
authority or other governmental body, or other person or entity, is required for
the consummation by Landlord of the transactions contemplated by this Lease.
(c) No Conflicts. The execution, delivery and performance
of this Lease by Landlord (A) will not violate any provision of any applicable
law or regulation or of any order, writ, judgment, injunction or decree (each, a
"LEGAL REQUIREMENT") of any governmental agency, division, authority, board,
bureau, commission, court, department or instrumentality (each a "GOVERNMENTAL
AUTHORITY"), (B) will not violate any organizational documents of Landlord, and
(iii) will not violate any provision of, or constitute a default (with due
notice and/or lapse of time) under, or result in the creation or imposition of
any lien, charge or encumbrance upon any asset of Landlord (including, without
limitation, any portion of the Property or the Reserved Rights and Privileges)
pursuant to the provisions of, any mortgage, indenture, contract, agreement,
lease or other agreement to which Landlord is a party or which is binding upon
Landlord or any of its assets (including, without limitation, any portion of the
Property or the Reserved Rights and Privileges).
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(d) Compliance with Laws. As of the date of this Lease,
the Property and Landlord are in compliance with all laws, ordinances, rules,
regulations, judgments, orders and decrees of any Governmental Authority
applicable to Property or the ownership and operation thereof.
(e) KXOL-FM Transmission Equipment. The FM transmission
antenna located on the Premises as of the date of this Lease and as of the
Commencement Date is and will be the same FM transmission antenna as was located
on the free-standing AM transmission tower on the date of the 1150 Lease and
such antenna has been located on such tower continuously at least since the date
of the 1150 Lease. All of the transmitters and other equipment on the Property
for the transmission of FM radio signals from such FM transmission antenna are
the same transmitters and equipment as was used by Landlord in the operation of
the Station, or are additions or replacements thereof as described in clause
(e)(iv) of the Reserved Rights and Privileges (Section l(e)(iv) of the 1150
Lease).
(f) No Leases, Options, Etc. There are no leases or
occupancy agreements (except for the 1150 Lease and an agreement with the Los
Angeles Police Department permitting that department to transmit from the site
for police purposes), options to purchase, options to lease, rights of first
refusal, rights of first offer (except in the 1150 Lease), contracts of sale,
mortgages, deeds of trust, licenses, or any other similar rights, agreements,
options or encumbrances with respect to or affecting the Property, or any
portion thereof. Landlord has delivered a true, correct and complete copy of the
1150 Lease to Tenant and the 1150 Lease has not been amended, modified or
supplemented in any respect except as set forth in a Settlement Agreement dated
June 25, 2002 between Landlord and Citicasters Licenses, Inc., the current
lessee under the 1150 Lease, a copy of which has been delivered to Tenant.
16. ADDITIONAL COVENANTS OF LANDLORD.
(a) Other Uses. Landlord shall not use, maintain, operate
or occupy, or allow others to use, maintain, operate or occupy, the Property in
any manner which (i) violates any Legal Requirement, (ii) constitutes a public
or private nuisance or (iii) impairs, restricts, limits or otherwise adversely
affects the full possession, use and enjoyment by Tenant of the Premises, the
easements or other rights granted hereunder (collectively, the "GRANTED
RIGHTS"). Without limiting the generality of the foregoing, Landlord shall not
take or permit others to take any action including, without limitation,
improving, developing or altering the Property or any portion thereof, or
drilling, excavating, grading or using the Property in any other manner, if such
action would impair, restrict, limit or otherwise adversely affect full
possession, use and enjoyment by Tenant of the Granted Rights.
(b) 1150 Lease Modifications. Landlord shall not, without
the prior written consent of Tenant, which may be withheld by Tenant in its sole
discretion, modify or amend the 1150 Lease in any manner which would impair the
rights and privileges granted to Tenant hereunder.
(c) Enforcement of 1150 Lease. If 1150 shall fail to pay
or perform any of its obligations under the 1150 Lease, to the extent such
failure, in the opinion of Tenant, adversely affects possession, use and
enjoyment by Tenant of any of the Granted Rights, then upon written
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request by Tenant, or, if Landlord so elects, prior to any such written request,
Landlord shall make demand upon 1150 to pay or perform such obligations and
shall take reasonable steps to enforce such obligations.
(d) Adverse Claims. Landlord shall indemnify, defend, at
its own cost and expense, and hold harmless Tenant from and against any third
party action, proceeding or claim affecting the Property or any of the Rights
which constitutes a breach of the Landlord's covenant of quiet enjoyment in this
Lease.
(e) Certain Sales. In the event of any sale, transfer or
other disposition of the Property, or any portion thereof, at any time during
the Term, Landlord shall cause the deed to the transferee to state that such
sale is expressly subject to this Lease. Landlord shall not enter into any
purchase and sale or other agreement for the sale, transfer or other disposition
of the Property, or any portion thereof, unless such agreement expressly states
that the sale, transfer or other disposition of the Property shall be subject to
this Lease and that the deed to the transferee will contain a similar statement.
Nothing in this Section 16(e) shall be construed so as to give Landlord or any
other person or entity the right, in connection with a sale or otherwise, to
terminate, limit or restrict the Rights and Interests.
(f) Other Grants. Landlord shall not mortgage or grant
any lien or security interest with respect to the Property unless such mortgage
or other instrument creating a lien or security interest expressly provides the
mortgage, lien or security interest is junior and subordinate to Tenant's
leasehold created under this Lease. Landlord shall not, directly or indirectly,
grant to any person or entity any option to lease or purchase the Property or
any portion thereof or any right of first offer, right of first refusal or other
pre-emptory right with respect to the Property or any portion thereof that is
exercisable during the first ten (10) years following the Commencement Date. Any
such right exercisable thereafter, shall be subject to Tenant's rights under
Section 17 below.
(g) Restrictions on Transfers. Landlord shall not
Transfer (as defined in Section 17 below) the Property, or any portion thereof,
for a period of ten (10) years following the Commencement Date. Any attempted
Transfer in violation of this restriction shall be void ab initio.
17. RIGHT OF FIRST REFUSAL.
(a) Without first complying with the provisions of this
Section 17, Landlord shall not consummate a Transfer (as hereinafter defined) or
enter into any contract to effect a Transfer at any time during the Term. The
term "TRANSFER" shall mean any or more of the following with respect to the
Property or any portion thereof, whether achieved directly or indirectly: a
sale, exchange, assignment, lease, or transfer; the grant of any other right of
use, possession or occupancy; the sale or transfer of any direct or indirect
beneficial interest in Landlord; and the grant of any option or right, the
exercise of which will result in any of the foregoing.
(b) If Landlord desires to effect a Transfer with or to a
third party, Landlord shall first enter into a formal, legally binding contract
(such contract, together with any and all other agreements amending or modifying
such contract or relating to the subject matter of the contract, the
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"CONTRACT") with such third party (the "TRANSFEREE") setting forth all of the
terms and conditions of such proposed Transfer, which Contract shall expressly
provide (i) that the Contract is contingent on Tenant not exercising its rights
under this Section 17 and (ii) that if Tenant does not exercise its rights under
this Section 17 the Transferee, after consummating the Transfer, shall be
subject to all of the terms and conditions of this Lease. Within five days after
the Contract is executed and delivered by both parties thereto, Landlord shall
deliver a notice to Tenant (the "TRANSFER NOTICE") accompanied by a copy of the
Contract and a certification executed by Landlord wherein Landlord represents
and warrants to Tenant (w) that the enclosed Contract is a true and complete
copy of the Contract, (x) there are no other agreements with respect to the
proposed Transfer, (y) whether the purchase price and all other terms and
conditions of the Contract were arrived at through arms' length negotiations and
(z) whether the Transferee is affiliated with Landlord. Such certification shall
be accompanied by a copy of a current preliminary title report and survey
covering the property to be transferred.
(c) If the terms and conditions of the Contract are not
reasonably susceptible of being performed by Tenant (e.g., because the Contract
calls for an exchange of property owned by the third party) or if the
transaction contemplated by the Contract is part of a larger business
transaction which involves more than the mere transfer of real estate, or if the
other party to the Contract is affiliated with Tenant, or if the purchase price
or any other term or condition of the Contract was not arrived at through arms'
length negotiations, then Landlord shall not consummate the Transfer without
first offering Tenant the option of purchasing the Property (or such smaller
portion thereof as was the subject of the Contract) for a purchase price equal
to its then fair market value as determined by the Real Estate Valuation Rules
of the American Arbitration Association (the "AAA"). In arriving at such fair
market value the AAA shall take into account all then existing liens and
encumbrances, including, without limitation, this Lease, Tenant may exercise
such option by written notice to Landlord given within 30 days after Landlord
notifies Tenant in writing of such purchase option (the "LANDLORD'S OPTION
NOTICE"). If Tenant, within thirty (30) days after receipt of Landlord's Option
Notice, exercises it purchase option, then the parties shall proceed to
determine the fair market value as aforesaid. Judgment upon the award of the AAA
may be entered in any court having jurisdiction thereof. Within 90 days after
fair market value is determined, Landlord and Tenant shall close on the
purchase; provided, however, that Tenant may nullify its exercise of such
purchase option by so notifying Landlord within 20 days after Tenant is notified
of the AAA's determination of the fair market value. If Tenant nullifies such
exercise of its option, Landlord may proceed to close under the terms of the
Contract. However, any subsequent Transfer shall once again be subject to
Tenant's rights under this Section 17.
(d) If the provisions of Section 17(c) above are not
applicable and Tenant, within thirty (30) days after receipt of the Transfer
Notice, indicates in writing to Landlord its agreement to acquire the relevant
property on the terms set forth in the Contract, Tenant and Landlord shall
proceed to execute a contract on the same terms of the Contract and close
thereunder, provided that in no event shall Tenant be obligated to close
thereunder sooner than one hundred twenty (120) days after the Transfer Notice
was given. If Tenant does not notify Landlord of its intent to exercise its
right of first refusal within such thirty (30) day period, or if Tenant shall
give Landlord written notification that it does not elect to exercise such right
of first refusal, then Landlord may close under
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the Contract in accordance with the terms thereof. However, any subsequent
Transfer shall once again be subject to Tenant's rights under this Section 17.
(e) Tenant acknowledges that the rights granted to Tenant
pursuant to this Section 17 shall, during the remainder of the term of the 1150
Lease, be subordinate to the right of first refusal granted to the tenant under
the 1150 Lease.
18. EQUAL PRIORITY WITH 1150 LEASE.
Except with respect to any rights previously granted to the
tenant under the 1150 Lease that have precedence over the rights granted to
Tenant hereunder, this Lease shall enjoy equal priority with the 1150 Lease.
19. SURVIVAL.
All of the covenants, grants, representations, warranties and
other rights in this Lease shall survive the expiration or earlier termination
of the 1150 Lease. The indemnification agreements set forth in this Lease shall
survive the expiration or earlier termination of this Lease.
20. COVENANTS TO RUN WITH THE LAND.
Each and every one of the covenants, conditions, restrictions,
obligations, and provisions contained in this Lease (whether affirmative or
negative in nature) shall run with the Property for the benefit of the estates
granted to Tenant hereunder, and all such covenants, conditions, restrictions,
obligations and provisions shall be binding on any all successive owners, and
each and every person having any interest in the Property or any part thereof
derived through Landlord, whether such interest is a fee, easement, leasehold,
beneficial or otherwise, and each successor and assign of such person, all for
the express benefit of the estates granted to Tenant hereunder.
21. FURTHER ASSURANCES.
Landlord shall execute all instruments, enter into all
agreements, execute all documents and make all records in public offices to
carry out the purposes of this Lease and to set forth the rights of Tenant
granted herein, and Landlord shall bear all reasonable costs and expenses (not
including Tenant's attorneys' fees and costs) in connection therewith. Tenant,
at Landlord's request and expense, shall withdraw any such recordings upon the
expiration of this Lease.
22. INDEMNITY.
(a) Landlord's Indemnity. Landlord hereby agrees to
indemnify and defend Tenant, its officers, directors, direct and indirect
shareholders and owners, employees, agents, successors and assigns (the "TENANT
INDEMNIFIED PARTIES"), and each of them, and hold the Tenant Indemnified Parties
harmless from any and all losses, costs, damages, charges, liabilities,
obligations, fines, penalties, claims, demands or judgments and any and all
expenses, including, without limitation,
-13-
reasonable attorneys' fees and expenses, court costs, and costs of appeal,
settlement and negotiations (collectively, "CLAIMS"), arising out of or in
connection with any breach of a representation made by Landlord hereunder or any
failure to perform or observe any of the terms, covenants, conditions or
provisions required to be performed or observed by Landlord under this Lease.
(b) Tenant's Indemnity. Tenant hereby agrees to indemnify
and defend Landlord, its officers, directors, direct and indirect shareholders
and owners, employees, agents, successors and assigns (the "LANDLORD INDEMNIFIED
PARTIES"), and each of them, and hold the Landlord Indemnified Parties harmless
from any and all Claims arising out of or in connection with any breach of a
representation made by Tenant hereunder or any failure to perform or observe any
of the terms, covenants, conditions or provisions required to be performed or
observed by Tenant under this Lease.
23. COMPLETE AGREEMENT.
This Lease is the complete agreement between Landlord and
Tenant with respect to the subject matter hereof and supersedes all prior
negotiations and agreements with respect thereto. There are no representations,
warranties, covenants, conditions, terms, agreements, promises, understandings,
commitments or other arrangements between Landlord and Tenant with respect to
the subject matter hereof other than those expressly set forth herein.
24. BINDING EFFECT.
Subject to the provisions of this Lease relating to
transferability, this Lease shall be binding upon the parties hereto and inure
to the benefit of such parties, and their respective permitted successors and
assigns.
25. INTERPRETATION; HEADINGS; CONSTRUCTION.
All pronouns shall be deemed to refer to the masculine,
feminine or neuter, or singular or plural, as the context in which they are used
may require. All headings herein are inserted only for convenience and ease of
reference and are not to be considered in the interpretation of any provisions
of this Lease. Numbered or lettered sections and subsections herein contained
refer to sections and subsections of this Lease unless otherwise expressly
stated. Landlord and Tenant agree that each party has participated in the
drafting and preparation of this Lease, and, accordingly, in any construction or
interpretation of this Lease the same shall not be construed against any party
by reason of the source of drafting.
26. SEVERABILITY.
If any term or provision, or portion thereof, of this Lease or
the application of any such term or provision, or portion thereof, shall be held
invalid, illegal or unenforceable in any respect by a court of competent
jurisdiction or arbitrator, as applicable, such invalidity, illegality or
unenforceability shall not affect the remainder of such term or provision, any
other term or provision hereof or any subsequent application of such term or
provision. In lieu of any such invalid, illegal or unenforceable term or
provision (or portion thereof), the parties intend that there shall be added as
-14-
part of this Lease a term or provision, or portion thereof, as similar to such
invalid, illegal or unenforceable term or provision, or portion thereof, as may
be possible and be valid, legal and enforceable.
27. NOTICES.
Any notice to be given or to be served upon Landlord or Tenant
in connection with this Lease must be in writing (which may include facsimile)
and either served personally or sent by facsimile or by reputable overnight
courier services. Such notice shall be deemed to have been given or served upon
delivery, if personally delivered, twenty-four (24) hours after the time sent by
facsimile or overnight courier service. Such notices shall be given to or served
upon a party at the following addresses:
If to Tenant: Spanish Broadcasting System of California, Inc.
2601 South Bayshore Drive
Coconut Grove, Florida 33133
Attn: Joseph A. Garcia
Fax: 305-446-5148
with copies (which shall not constitute notice) to:
Kaye Scholer LLP
901 Fifteenth Street, N.W.
Washington, D.C. 20005
Attn: Jason L. Shrinsky, Esq.
Fax: 202-682-3580
If to Landlord: International Church of the Foursquare Gospel,
Inc.
1910 W. Sunset Boulevard
Los Angeles, California 90026-0176
Attn: Brent R. Morgan
Fax: 213-989-4565
with copies (which shall not constitute notice) to:
Farrand Cooper P.C.
235 Montgomery Street, Suite 905
San Francisco, California 94104
Attn: Stephen R. Farrand, Esq.
Fax: 415-677-2950
Any party may, at any time by giving five (5) days' prior written notice to the
other party, designate any other address in substitution of the foregoing
address to which such notice shall be given.
28. AMENDMENTS.
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All amendments to this Lease, except as otherwise specified,
shall be in writing and signed by Landlord and Tenant.
29. RECORDING.
A memorandum setting forth the material terms of this Lease
may be recorded against the Property by Landlord or Tenant in the real property
records of the County of Los Angeles, State of California.
30. COUNTERPARTS.
This Lease may be executed in one (1) or more counterparts,
each of which shall be deemed an original, but all of which shall constitute one
and the same instrument.
31. ATTORNEYS' FEES.
In any action or proceeding brought to enforce any term or
provision of this Lease, or where any term or provision hereof is validly
asserted as a defense, the successful party shall be entitled to recover
reasonable and actual attorneys' fees and expenses (including any such fees
incurred in connection with enforcement of any judgments) in addition to its
costs and expenses (including, without limitation, expert and non-expert witness
costs and expenses) and any other available remedies.
32. REMEDIES CUMULATIVE.
The remedies under this Lease are cumulative and shall not
exclude any other remedies to which any person may be lawfully entitled.
33. WAIVER
The waiver, express or implied, by Tenant of any right
hereunder or with respect to any failure to perform or breach hereof by
Landlord, shall not constitute or be deemed a waiver of any other right
hereunder or of any other failure to perform or breach hereof by Landlord,
whether of a similar or dissimilar nature thereto.
34. GOVERNING LAW
Except as otherwise provided, this Lease shall be construed
and interpreted in accordance with the laws of the State of California, without
giving effect to any conflict of law provisions thereof.
[REMAINDER OF PAGE IS BLANK]
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease
as of the date first set forth above.
"LANDLORD"
INTERNATIONAL CHURCH OF THE FOURSQUARE GOSPEL
By: /s/ Brent Morgan
-----------------------------------------
Print Name: Brent Morgan
Title: CFO
By: /s/ Jon Wolfe
-----------------------------------------
Print Name: Jon Wolfe
Title: Asst. to CFO
"TENANT"
SPANISH BROADCASTING SYSTEM OF CALIFORNIA, INC.,
a California corporation
By: /s/ Joseph A. Garcia
-----------------------------------------
Print Name:
Title:
-17-
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
-18-
EXHIBIT A
Tract No. 1198 in the City of Los Angeles, County of Los Angeles, State of
California. As per map recorded in Book 17, Pages 194 & 195 of Maps in the
Office of the County Recorder of said County. For proposed radio tower No. 1 -
beginning at a pt. which bears N. 50 (degrees) 13' 30" W. - 300.0' from a Pt. on
the E'ly Bndry. of S.D. Tr. No. 1198 at its intersection with the Center Line of
Rolle Street shown on the map of the Gillig Tract, as per map recorded in Book
3, Page 73 in the Office of the County Recorder of said County Th. N. 39
(degrees) 46' 30" E. 200.0', Th. N. 50 (degrees) 13' 30" W. 75.0' to the true
p.o.b., Th. N. 50 (degrees) 13' 30" W. 441.76', Th. N. 44 (degrees) 54' E.
108.67' to the beg. of a tan. curve conc, to the S.W.; Th. E'ly along S.D.
curve, central angle 180 (degrees) 00' 00", radius 220'; a dist. of 691.15', Th.
S. 44 (degrees) 54' W. 69.21' to the true p.o.b. For proposed Radio Tower No. 3
- - beginning at a pt. which bears N. 50 (degrees) 13' 30" W. 300.0' from a pt. on
the E'ly Bnd'y. of S.D. Tr. No. 1198 at its intersection with the Center Line of
Rolle Street as shown on map of the Gillig Tract, as per m.b. 3 (degrees) 73' in
the Office of the County Recorder of S.D. County, Th. S. 39 (degrees) 46'30" W.
100"; Th. N. 50' 13' 30" W. 112.0' to the true p.o.b.; Th. N. 50 (degrees) 13'
30" W. 441.76"; Th. S. 44 (degrees) 54' W. 43.27 (degrees) to the beg. of a tan.
curve conc. to the N.E.; Th. E'ly along S.D. curve a central angle of 180
(degrees) 00' 00" a radius of 220' an arc dist. of 691.45'; Th. N. 44 (degrees)
54' E. 82.73' to the true p.o.b. and beginning at a point which bears N. 50
(degrees) 13' 30" W. - 300.0' from a point E'ly Bndry. of said tract No. 1198 at
its intersection with the center line of Rolle Street as shown on the map of the
Gillig Tract, as per map recorded in Book 3, Page 73 in the Office of the County
Recorder of said County thence N. 39 (degrees) 46' 30" E. 200', thence N. 50
(degrees) 13' 30" W. 500', thence N. 39 (degrees) 46' 30" E. 342' more or less
to the most Southerly line or loop of Montecito Drive, thence along said most
Southerly line or loop of Montecito Drive westward 53' more or less, thence
South 39 (degrees) 46' 30" West 642', thence South 50 (degrees) 13'30" E. 553',
thence N. 39 (degrees) 46' 30" E. 100' to the True Point of Beginning.
EXHIBIT "B"
DESCRIPTION OF 1150 PREMISES
-19-
EXHIBIT B
Tract No. 1198 in the City of Los Angeles, County of Los Angeles, State of
California. As per map recorded in Book 17, Pages 194 & 195 of Maps in the
Office of the County Recorder of said County. For proposed radio tower No. 1 -
beginning at a pt. which bears N. 50 (degrees) 13' 30" W. - 300.0' from a Pt. on
the E'ly Bndry. of S.D. Tr. No. 1198 at its intersection with the Center Line of
Rolle Street shown on the map of the Gillig Tract, as per map recorded in Book
3, Page 73 in the Office of the County Recorder of said County Th. N. 39
(degrees) 46' 30" E. 200.0', Th. N. 50 (degrees) 13' 30" W. 75.0' to the true
p.o.b., Th. N. 50 (degrees) 13' 30" W. 441.76', Th. N. 44 (degrees) 54' E.
108.67' to the beg. of a tan. curve conc. to the S.W.; Th. E'ly along S.D.
curve, central angle 180' 00' 00", radius 220'; a dist. of 691.15', Th. S. 44
(degrees) 54' W. 69.21' to the true p.o.b. For proposed Radio Tower No. 3 -
beginning at a pt. which bears N. 50 (degrees) 13' 30" W. 300.0' from a pt. on
the E'ly Bnd'y. of S.D. Tr. No. 1198 at its intersection with the Center Line of
Rolle Street as shown on map of the Gillig Tract, as per m.b. 3-73 in the Office
of the County Recorder of S.D. County, Th. S. 39 (degrees) 46'30" W. 100"; Th.
N. 50 (degrees) 13' 30" W. 112.O1 to the true p.o.b.; Th. N. 50 (degrees) 13'
30" W. 441.76"; Th. S. 44 (degrees) 54' W. 43.27 (degrees) to the beg. of a tan.
curve conc, to the N.E.; Th. E'ly along S.D. curve a central angle of 180
(degrees) 00' 00" a radius of 220' an arc dist. of 691.45'; Th. N. 44 (degrees)
54' E. 82.73 (degrees) to the true p.o.b. and beginning at a point which bears
N. 50 (degrees) 13' 30" W. - 300.0' from a point E'ly Bndry. of said tract No.
1198 at its intersection with the center line of Rolle Street as shown on the
map of the Gillig Tract, as per map recorded in Book 3, Page 73 in the Office of
the County Recorder of said County thence N. 39 (degrees) 46' 30" E. 200',
thence N. 50 (degrees) 13' 30" W. 500', thence N. 39 (degrees) 46' 30" E. 342'
more or less to the most Southerly line or loop of Montecito Drive, thence along
said most Southerly line or loop of Montecito Drive westward 53' more or less,
thence South 39 (degrees) 46' 30" West 642', thence South 50 (degrees) 13'30" E.
553', thence N. 39 (degrees) 46' 30" E. 100' to the True Point of Beginning.
EXHIBIT "C"
FLOOR PLAN
- 20 -
[FLOOR PLAN]
EXHIBIT "D"
CONDITIONAL USE PERMIT
-21-
EXHIBIT D
[CITY OF LOS ANGELES LETTERHEAD]
August 29,1979
International Church of the Re: CASE NO. CUZ 79-163
Foursquare Gospel 1050 Montecito Drive
Attention: Rev. Charles Duarte Northeast District
1100 Glendale Boulevard Zone: R1-1
Los Angeles, California 90026 D. M. No.: 141 B 225
C. D. No. 14
Department of Building and Safety EIR: Exempt
Legal Description: See File
In the matter of the application of International Church of the Foursquare
Gospel for conditional use approval on a site located in the R1-1 Zone, please
be advised that based upon the Findings of Fact hereinafter set forth and by
virtue of the authority contained in Section 12.24-C of the Municipal Code, the
Zoning Administrator hereby authorizes as a conditional use, on a site described
as portions of Tract No. 1198, as more particularly described in the application
attached to the file, located at 1050 Montecito Drive, Northeast District, for:
the modification of extant ZA Case No. 10399 to now permit expansion of
the site and the installation, use and maintenance of two additional
radio transmitting towers and antennas, approximately 220 ft. high,
together with coaxial cables and ground system (buried), along with the
existing radio transmitter, including tower and control building as
previously authorized,
upon the following terms and conditions:
1. That the use and development of the, property shall be in substantial
conformance with the plot plan submitted with the application and
marked Exhibit "A".
2. That the two semi-circles and the existing site be enclosed with a
chain link fence having a maximum height of 6 ft. The enclosed area is
to be landscaped with lawn lvy or other green ground cover,
interspersed, if desired, with trees, shrubs or flowers. Further, all
other open areas of the ownership shall be kept free of weeds, litter
or waste matter of any type so that the entire premises will be
maintained in an attractive and safe condition at all times.
3. That if the trasmitters located on the subject property cause a
blanketing effect or set up interference which affects televisions,
radios or receiving sets in the immediate surrounding territory as
designated and specified by the Federal Communications Commission, so
that they cannot clearly receive programs from other radio or
television stations, either of the regular or frequency modulation
type, then, steps shall be taken and it shall be the obligation of the
concern operating the transmitters, here in question, to install
reflectors, director attachments, wave traps, or make such other
installations or corrections on each radio receiving, set so affected
as to eliminate the interference caused by these transmitters. Further,
in the event the transmitters cause any interference with electrical
devices, equipment or apparatus in the adjoining homes or hospital,
steps shall be taken to correct or eliminate the interference caused by
the transmitters.
AN EQUAL EMPLOYMENT OPPORTUNITY -- AFFIRMATIVE ACTION EMPLOYER
CUZ 79-163
Page 2
4. That all of the terms and conditions of extant Z.A. Case No. 10399
shall remain in effect as if restated herein except for any
modifications or amplifications as authorized herein.
5. The use hereby authorized is conditional upon the privileges' being
utilized within 180 days after the effective date hereof, and if they
are not utilized or construction work it not begun within said time and
carried on diligently to completion of at least one usable unit, this
authorization shall become void and any privilege or use granted hereby
shall be deemed to have lapsed unless a Zoning Administrator has
granted an extension of the time limit, after sufficient evidence has
been submitted indicating that there was unavoidable delay in taking
advantage of the grant. Once any portion of the privilege hereby
granted is utilized, the other conditions thereof become immediately
operative and must be strictly observed. Furthermore, this conditional
use approval shall be subject to revocation in the same manner as
provided under Section 12.27-8,5 of the Municipal Code for revocation
of zone variances, if the conditions imposed are not strictly observed.
The applicant's attention is called to the fact that this grant is not a permit
or license and that any permits and licenses required by law must be obtained
from the proper public agency. Furthermore, if any condition of this grant is
violated or if the same be not compiled with, then the applicant or has
successor in interest may be prosecuted for violating these conditions the same
as for any violation of the requirements contained in the Municipal Code. In the
event the property is to be sold, leased, rented or occupied by any person or
corporation other than yourself, it is incumbent that you advise them regarding
the conditions of this grant. The zoning administrator's determination in this
matter will become effective after September 13, 1979 unless an appeal there-
from is filed with the Board of Zoning Appeals on or before the above date. Any
appeal must be filed on forms prescribed by the Board and accompanied by the fee
required by the Municipal Code.
FINDINGS OF FACT
After thorough consideration of the statements contained in the application, the
report of the City Planning Associate thereon, the statements made at the public
hearing before the Zoning Administrator on July 30, 1979; all of which are by
reference made a part hereof, as well as personal knowledge of the property and
the surrounding district, I find that the requirements for authorizing a
conditional use under the provisions of Section 12.24-c of the Municipal Code
have been established by the following facts
1. The property involved consists of an approximate eight-acre parcel of
unsubdivided land comprising the central portion of a high ridge
hilltop, which is higher in elevation than adjacent acreage, and lots
which are zoned R1-1 and is either owned by the applicant or individual
property owners.
CUZ 79-163
PAGE 3
The adjoining surrounding properties are classified in the R1-1 Zone
and mostly vacant hillside property. Only a few of the lots within the
300-ft. radius of the subject site are improved with single-family
dwellings. Physical access to the property is from Montecito Drive and
Farm Street. The topography of the late is hilly, with all abutting
properties sloping downward. The site is presently improved with an
existing radio broadcasting transmitter, including control building for
equipment and one tower with antenna, under authority granted as a
conditional use under ZA Case No. 10399. In order to adequately serve
the population and expand their operation and prevent interference from
three radio stations on the same frequency broadcasting from Arizona,
Northern California and Mexico, it has become necessary to increase the
station's power for night broadcasts, which can only be accomplished by
the erection of the subject two additional towers to the antenna
system. The site appears and has proved to be well situated for the
operation of a radio transmitting facility. For the same reasons which
justified authorization of the existing radio broadcasting transmitter
development, permitting the proposed use of the subject property for
the installation of two additional transmitting towers under the
conditions and controls imposed, will not be contrary or detrimental to
the General Plan. Said use is also exempt from the environmental review
process under the guidelines adopted for implementation of the
Environmental Quality Act of 1970.
2. Under the conditions and limitations imposed, the proposed additional
towers will not change the character of the development on the subject
property or the surrounding neighborhood. Further, the comprehensive
zoning regulations recognize this unique and specialized type of use
cannot always be located to the best advantage in a zone in which such
use is first classified. Under careful scrutiny, the special
consideration given the requested use as afforded by the conditional
use procedure, further indicates that the radio transmitting towers
facility at the proposed location will be in harmony with the various
elements and objectives of the General Plan.
/s/ WILLIE H. GERARD
WILLIE H. GERARD
Associate Zoning Administrator
WHG:inse
cc: Director of Planning
County Assessor
Councilman Arthur K. Snyder
Fourteenth District
Adjoining Property Owners
4636C/0035A
[CITY OF LOS ANGELES LETTERHEAD]
JAN 17 1980
Richard A. Behan Re: B. Z. A. Case No. 2709
1150 Montecito Drive CUZ 79-163
Los Angeles, California 90031 1050 Montecito Drive
Northeast District
International Church Of The D. M. No.7364
Foursquare Gospel C. D. No. 14
1100 Glendale Boulevard General Exemption
Los Angeles, California 90026
Attn: Rev. Charles Duarte
Calvin S. Hamilton
Director of Planning
Thomas V. Golden
Chief Zoning Administrator
Department of Building and Safety
Greetings:
This matter was first heard by the Board of Zoning Appeals on October 30, 1979,
and their decision was withheld on this matter because additional testimony from
the protestant directed attention to the possibility of a cumulative effect of
radiation contamination generated by the radio transmitting station. The Board
considered this additional testimony worthy of further appraisal and it was
moved to transmit the file to the Environmental Review Committee to appraise the
validity of alleged contamination.
On December 12, 1979, the Environmental Review Committee issued a Negative
Declaration for the project and determined that the project will not have a
significant effect on the environment on the basis that no significant impacts
are apparent which might result from this project's implementation.
With the receipt of the Negative Declaration, and after thorough consideration
of all records and evidence previously introduced before the Associate Zoning
Administrator, his findings, determination, and subsequent arguments, the
Board found that the Associate Zoning Administrator did not err in granting the
request. The Board found it necessary to amend the findings to fit sary findings
required under Section 12.24.C-1 as follows:
AN EQUAL EMPLOYMENT OPPORTUNITY -- AFFIRMATIVE ACTION EMPLOYER
B. Z. A. CASE NO. 2709 PAGE 2
CUZ 79-163
Finding of Fact No. 1:
1. The property involved consists of an approximate eight-acre parcel of
unsubdivided land comprising the central portion of a high ridge
hilltop, which is higher in elevation than adjacent acreage, and lots
which are zoned R1-1 and are either owned by the applicant or
individual property owners.
The adjoining surrounding properties are classified in the R1-1 zone
and mostly vacant hillside property. Only a few of the lots within the
300-foot radius of the subject site are improved with single-family
dwellings. Physical access to the property is from Montecito Drive and
Fenn street. The topography of the site is hilly, with all abutting
properties sloping downward. The site is presently improved with an
existing radio broadcasting transmitter, including control building for
equipment and one tower with antenna, under authority granted as a
conditional use under ZA Case No. 10399. In order to adequately serve
the population and expand their operation and prevent interference from
three radio stations on the same frequency broadcasting from Arizona,
northern California and Mexico, it has become necessary to increase the
station's power for night broadcasts, which can only be accomplished by
the erection of the subject two additional towers to the antenna
system. The site appears and has proved to be well situated for the
operation of a radio transmitting facility. For the same reasons which
justified authorization under the existing radio broadcasting
transmitter development, permitting, the proposed use of the subject
property for the installation of two additional transmitting towers at
this location is proper in relation to the adjacent uses or to the
development of the community.
2. Under the conditions and limitations imposed, additional towers will
not change the character of the development of the subject property or
the surrounding neighborhood. Further, the Comprehensive Zoning
Regulations recognized this unique and specialized type of use cannot
always be located to the best advantage in a zone and of which such use
is first classified. Under careful scrutiny, the special consideration
given the requested use is afforded by the conditional use procedure,
and further, indicates that the radio transmitting tower facility at
the proposed location will be in harmony with the various elements and
objectives of the General Plan and that the use will not be materially
detrimental to the character of the development in the immediate
neighborhood.
B. Z. A. CASE NO. 2709 PAGE 3
CUZ 79-163
The Board also found it necessary to add the following conditions:
6. That the station is to respond and correct problems of
electrical interference that occur in the neighborhood within
a period of 15 days, and that complaints be supplied with
the address and phone number of the Federal Communications
Commission, the Los Angeles City Planning Department, and the
Department of Building and Safety.
7. That the total ownership be kept free of litter and maintained
to reduce fire hazards.
8. That the herein authorized use shall be conducted at all times
with due regard for the residential character of the
surrounding district and the right is reserved to the Chief
Zoning Administrator to impose additional corrective
conditions, if, in his opinion, such conditions are proven
necessary for the protection of persons within the
neighborhood or occupants of adjacent residential property.
It should also be noted that permits and licenses required by law shall be
issued to the applicants.
The Board of Zoning Appeals certifies that prior to taking the above-described
action. It had noted that the applicant had filed an environmental assessment
form in compliance with the California Environmental Quality Act of 1970 and the
Guidelines of the City of Los Angeles. The Planning Department's Environmental
Evaluation Committee granted a Negative Declaration for the subject property in
determining that the subject project will not have a significant effect on the.
environment.
Very truly yours,
/s/ Havard A. Finn
Havard A. Finn
Chairman
/s/ Scenario R. Rodman
Scenario R. Rodman
Secretary
HAF:SRR:rc
CC: Councilman Arthur K. Snyder
Xavier Villagran
T. V. Vogel
MRS. Brinks