HomeMy WebLinkAbout941041 RESOLUTION
RE: APPROVE AGREEMENT AMONG WELD COUNTY REGIONAL COMMUNICATIONS CENTER,
PREMIERE RADIO NETWORKS, INC. , AND SHAMROCK BROADCASTING, INC. AND
AUTHORIZE CHAIRMAN TO SIGN
WHEREAS, the Board of County Commissioners of Weld County, Colorado,
pursuant to Colorado statute and the Weld County Home Rule Charter, is vested
with the authority of administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Agreement among the County
of Weld, State of Colorado, by and through the Board of County Commissioners of
Weld County, on behalf of the Weld County Communications Center, Premiere Radio
Networks, Inc. , and Shamrock Broadcasting, Inc. , commencing October 24, 1994, and
ending October 24, 2044, with further terms and conditions being as stated in
said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said
agreement, a copy of which is attached hereto and incorporated herein by
reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Agreement among the County of Weld, State of Colorado,
by and through the Board of County Commissioners of Weld County, on behalf of the
Weld County Communications Center, Premiere Radio Networks, Inc. , and Shamrock
Broadcasting, Inc. be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chairman be, and- hereby- ia,
authorized to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded,
adopted by the following vote on the 24th day of October, A.D. , 1994.
BOARD OF COUNTY COMMISSIONERS
ATTEST: WELD COUNTY, COLORADO
Weld County Clerk to the Board ��_/ � / J��frl
WTI. Webster, ai an
BY: /
Deputy Cleric o the B QE i._ Dale . Hall, P�Tem
APPROVED AS TO FORM: 4.
eozge Baxter
ounty Att rney Constance L. HarberV
f Barbara J. Kir eyer
941041
/1"1 Uev i , ofii; f'k'trlu_X J.SNRr!/'ea<
LL:30 550 965E
P C2
AGREEMENT
THIS AGREEMENT is made this 4.L�4
1994, by and between Premiere Radio Networks (" of �re" Sh
Broadcasting, Inc. „ ( Premiere'
Communications ("Shamrock")) and Weld County) Regional
Center
WITNESSETH.
WHEREAS, Premiere is the current owner of a certain building
( "the building") located on certain real property with a legal
description of;
PT NW4 33 2 67 BEG AT THE W4 COR OR SEC 33
N99D24 'E 180 ' TO TRUE POB N1500 ' N9D24 'E 935 '
S32D41 'E 1416 .40 ' S300 S89D24 'W 1700 ' TO TRUE
POH
WHEREAS, the building is used by Premiere and others for the
purpose of maintaining equipment for generating and transmitting
radio broadcast signals, paging, and other communication and
related activities and services; and
WHEREAS, Shamrock plans to purchase the building from-Premiere
on or about= January- 1, 1-995, or on some other date as jointly
agreed to by Shamrock and Premiere, and to use said building for
the same purposes as to which it is currently being used by
Premiere; and
WHEREAS, RCC desires to construct an addition to the building
and use the building and the said addition (together referred to as
"the premises") ; and
WHEREAS, Premiere agrees to allow RCC the right to constrict.
an addition to the building and use the premises on certain terms
and conditions; and
WHEREAS, Shamrock is aware of RCC's desires as set forth above
and approves and agrees to RCC's construction of the addition to
the building and use of the premises as set forth herein.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Recitals. The above
reference. recitals are incorporated by
2. Additional Buildin . The
parties ree that ACC will
construct an addition to the above-referenced building on
the side of the building ("the addition") .
Page 1 of 9 Pages
911O11
3. The Addition. The addition shall be approximately 10 ' x
18' in size.
4 . Cost of the Addition. RCC will be responsible for the
cost of the addition.
5. Term. The term of this lease shall be fromthe date it
is signs, 6"7 e <r�1) /9Qy , through
id o- O , 2044, unless previously terminated
pursuant to the termination provisions of this Agreement.
6. License. Premiere hereby grants to RCC a nonexclusive
license to use the premises subject to the limitations
hereafter provided.
7 . Rent. In consideration of the fact that RCC is bearing
the cost of the addition to the building, rent shall be
$1 for the term of this Agreement for the use of the
premises.
8 . Use of Premises .
(a) RCC shall have the right to use the premises tor
the purpose of generating and transmitting paging
and other communication signals and other related
activities. RCC is given permission to install ,
maintain, and operate communication equipment on
the premises . RCC shall restrict its use to such
purposes and shall not use the premises for any
other purposes without Premiere's prior written
consent. RCC acknowledges that the premises are
used by others and RCC will cooperate with the
other users in a reasonable manner.
Tf there is a conflict between RCC and any other
subsequent user, Premiere shall require the
subsequent user to resolve the conflict.
(h) RCC agrees that it will do nothing to invalidate
any agreements that may exist between Premiere and
other owners or preexisting licensees on the
premises. Upon termination of this Agreement, RCC
shall immediately remove its antenna and other
communication equipment and restore the premises to
its original condition prior to the installation
thereof. Any property not removed within ten ( 10)
days after termination shall become the property of
Premiere.
(c) A fence currently surrounds the premises where the
subject radio tower is located. Premiere shall
Page 2 of 9 Pages
9-4-10-111_x
DDT. -11' 94 (TLEI 15:43 GREELEY PD RECORDS TEL:305 359 965E P C4
provide RCC with a key or keys, or other approp-
riate manner of access to the premises so that RCC
has access to the premises at all times during the
term of this Agreement.
RCC may establish its own separate entrance to the
addition to the building, and may, in its discre-
tion and at its cost, install security devices in
the premises.
9. Restrictions on Use. RCC shall not use the premises in
any manner that will increase risks covered by insurance
on the premises and result in an increase in the rate or
cost of insurance or a cancellation of a policy, even if
such use may be in furtherance of RCC's business
purposes. RCC shall not keep, use, or sell anything
prohibited by any policy of fire, extended, or liability
insurance policy or policies covering the premises and
shall comply with all requirements of the insurers
applicable to the premises necessary to keep in force the
fire, extended, and liability insurance.
10. Waste, Nuisance, or Unlawful Activity. RCC shall not
allow any waste or nuisance on the premises or use or
allow the premises to be used for any unlawful purpose.
RCC agrees- to install and- use- its equipment, the
premises, and frequencies which will not cause inter-
ference to Premiere or other licensees on Premiers 's
property existing at the time of this Agreement. It any
interference cannot be eliminated within 48 hours after
written notice by Premiere, ACC shall disconnect the
electric power and shall shut down the equipment until
the interference is corrected, removed, and eliminated.
11 . condition of Premises. RCC has inspected the premises
and accepts the premises in "as is" condition and
Premiere makes no express or implied warranty as to the
premises or the condition of the premises. Likewise,
upon- completion- o€- the- addition, RCC makes no express or
implied warranty as to the construction or the condition
of the premises.
12 . Utilities and Taxes. Premiere shall pay to run electric
lines to the premises. The parties agree that RCC will
install a meter to monitor RCC 's electrical use for ACC's
equipment and shall be responsible for such electrical
expense-. The- parties- further agree that RCC shall be
responsible for the installation or expense of any
telephones or telephone equipment required by RCC. To
the extent that there are any other utilities used by RCC
for its transmitter or any and all other equipment and
facilities owned or used by RCC on or connected with the
Page 3 of 9 Pages
94103t
.LL:30: 550 965E P C5
premises, Premiere shall furnish and pay for such other
utilities.
Premiere shall be responsible for the real estate taxes
or any other taxes on the premises.
Premiere currently has generators and "back-up-
g
enerators installed on the premises which will at all
times be available for use by Rqc subject to the
provisions of paragraph 16 of this Agreement. Premiere
shall not be liable to RCC, however, in the event of a
power surge or any generator malfunction beyond the
control of Premiere.
RCC shall be responsible for its own personal property
taxes, if any, for its own equipment, eao rt
improvements, and other 1property fixtures, tll leasehold
personal installed or
used by RCC on the premises .
13 . Repairs and Maintenance.
(a) Premises. Premiere shall maintain and repair the
premises at its own expense, except for damages
Caused by RCC which shall be the expense of RCC.
RCC shall install , maintain, and repair its own
antenna and transmission line and any other equip
ment of RCC's at RCC's own obligation and expense.
(b) Premiere reserves to itself, its successors,
agents, and assigns, licensees, and other
sublessees, or users the right to operate its
respective facilities located on the premises in
such a manner as will best enable it to fulfill its
own service requirements .
Premiere shall not be liable to RCC for any
unintentional interruption of service of RCC or for
interference with the operation of the equipment
and service of RCC arising in any manner from use
of the premises by Premiere- or others_. Premier
shall use its best efforts to resolve interference
conflicts as soon as feasible to the end of
restoring full service.
14 . Insurance. RCC shall carry general comprehensive
liability insurance or be self-insured, in accordance
with the Colorado Governmental Immunity Act, for all
claims that may be applicable to RCC. RCC shall also
carry such insurance as will protect it from all claims
under any Workers ' Compensation laws in effect that may
be applicable to RCC. All insurance required hereunder
Page 4 of 9 Pages
941011
0G' -11 '34 {. _ i . 3: x3 G SUIT ... i:GJ c_.a )Ua Jo) 9ba LO
shall remain in force for the entire time of this
Agreement.
15. Assignments and Sub-Lease. Neither party shall assign
this Agreement or any of its rights hereunder without the
non-assigning party's prior written consent.
In the event that the premises is sold by Premiere to a
third party, the provisions of this Agreement shall
remain in full force and effect against the third party
during the term of this Agreement.
16. Damage and Destruction.
(a) Partial Damage or Destruction of Premises. If the
premises or generators used by RCC under this
Agreement shall be so damaged by any casualty as to
render the said premises or generators partially
unfit for occupancy or use by RCC for the intended
purpose of RCC but shall be capable of being
repaired at a reasonable expense and within a
reasonable time, Premiere shall make such repairs,
except with respect to damage to equipment, fix-
tures, and leasehold_ imprrnvnents- owned- by- RCC,
which shall be repaired at RCC's own expense. RCC
shall, at its own expense, repair or reconstruct
its own fixtures and leasehold improvements
installed by RCC.
(h) Substantial Damage or Destruction of Premises. If
the premises or generators shall become so damaged
or destroyed by any casualty as to render the
premises or generators totally unfit for the
intended purposes of this Agreement, then Premiere
shall have the option to either terminate this
Agreement or, if the damage can be restored or
repaired within 90 days, make said repairs or
reconstruction. Premier shall notify RCC in
writing within 30 days of its election to either
terminate the Agreement or to continue the
Agreement and make the repairs and reconstruction.
17. Liability and Repairs, Etc. Premiere shall have the
right to make any reasonable changes, alterations, or
improvements to the premises (or any part thereof) so
long as such reasonable changes, alterations, or
improvements do not interfere with RCC's reasonable use
of the premises under this Agreement, except that any
other addition to the building to be constructed by
Premiere shall first be approved by RCC, who shall not
unreasonably withhold approval .
Page 5 of 9 Pages
94`10' 1
z.,. "LL.303 Sao 965E P C7
If any change, alteration or improvement contemplated by
Premiere will result in a disruption of service to RCC,
Premiere shall give notice to RCC of at least 30 days
prior to the anticipated disruption.
Premier shall be responsible for maintaining the premises
in good repair and shall be responsible for repairs of
plumbing, water, electricity, light electric lines, gas,
steam pipes of any kind, or the bursting, running, or
leaking of any wasteland or waste pipe in, above, on,
below, or about the premises, or from any damage arising
from acts of negligence by Premiere or other occupants of
said premises . In addition, Premiere shall be respon-
sible for painting the roof.
Except in an emergency, Premiere shall give RCC at least
24 hours notice prior to entering RCC's portion of the
building to make repairs, or for any other reason.
18. Waiver. No waiver of any breach of any one or more of
the conditions or covenants of this Agreement by either
party shall be deemed to imply or constitute a waiver of
any succeeding or other breach thereunder.
19. Subordination. This Agreement shall be subordinate to
any and all mortgages, deeds of trust, or other liens or
encumbrances which are presently against the premises by
Premiere.
20 . Default .
(a) Notice and Cure. If RCC is in default under this
Agreement, Premiere shall notify RCC of such
default. RCC shall have 30 days after such notice
to cure the default.
If Premiere is in default under this Agreement, RCC
shall notify Premier of such default. Premier
shall have 30 days after such notice to cure the
default.
(b) Remedies . If the period for cure passes and RCC's
default continues, Premiere may, at its election
and upon an additional 30 days notice to RCC,
cancel and terminate this Agreement and, upon the
expiration of the 30 days notice to terminate,
immediately re-enter and repossess the premises
without being guilty of any manner or trespass or
forcible entry or detainer. Upon repossession by
Premiere pursuant to this paragraph 20(b) ,
Agreement shall be considered terminated and this
shall have 10 days after termination to remove its
Page 6 of 9 Pages
941011
oei -II' Y4 {TLEI 1.i:4b it ,�c.,+ .J J,.., dU, rdQ
antenna and other communication equipment, as
provided for in paragraph 8(b) of this Agreement.
If the period for cure passes and Premiere's
default continues, RCC may pursue all legal
remedies available to RCC.
21. Notices. Any notice to be given under this Agreement
Shall either be hand delivered, with signed receipt, or
.ailed to the party to be notified at the address set
forth herein, by registered or certified mail with
postage prepaid, and shall be deemed given when so
mailed.
Any demand or notice to either party may be given to the
other party by addressing the written notice to:
Premiere: Premiere Radio Networks
c/o Barry Victor
15260 Ventura Blvd. , Suite 500
Sherman Oaks, CO 91403
Shamrock Broadcasting, Inc . ;��L
4 / . /e/ 2-a/4fe-5i:de bt
43I-1/744.4/4"1 A 9137o
RCC,: Weld County Regional Communications Center
915 Tenth Street
Greeley, CO 80631
22 . Binding Effect. Subject to the provisions hereof, this
Licensee Agreement shall extend to and bind the heirs ,
personal representatives, successors, and assigns of the
parties hereto.
23. Modification and Breach. This Agreement contains the
entire Agreement and understanding between the parties to
this Agreement and supersedes any other agreements
concerning the subject matter of this transaction,
whether oral or written. No modification, amendment,
novation, renewal, or other alteration of or to this
Agreement and the attached exhibits shall be deemed valid
or of any- force or effect whatsoever, ufflebb mutually
agreed upon in writing by the undersigned parties. No
breach of any term, provision, or clause of this Agree-
ment shall be deemed waived or excused, unless such
waiver or consent shall be in writing and signed by the
party claimed to have waived or consented. Any consent
by any party hereto, or waiver of, a breach by any other
Page 7 of 9 Pages
941014
Oa -11' 94 ME) 15:47 CRfELI:;Y PI! RECORDS TEL:303 350! 9658 P 09
party, whether express or implied, shall not constitute
a consent to, waiver of, or excuse for any other
different or subsequent breach.
24. Severabili�. If any term or condition of this Agreement
shall be held to be invalid, illegal, or unenforceable,
this Agreement shall be construed and enforced without
such a provision, to the extent this Agreement is then
capable of execution within the original intent of the
parties.
25. Consent to use and continuation of agreement. Shamrock
specifically agrees to the construction of the addition
to the building by RCC and to the use of the premises by
RcC_ a:_ dpsrri hest her_ein_. Shamrock further agrees to-
accept all of the terms and conditions set forth in this
Agreement and will stand in the place of Premiere after
Shamrock purchases the building and the premises from
Premiere on or about January 1, 1995, for the respect to
all of the promises and covenants made by Premiere as set
forth herein.
IN WITLESS �, J�REOF, the pm�t e have hereunto set their hands
i this . W'frii day of (c/ rote..--" , 1994.
WELD COUNTY REGIONAL PREMI IO NE ARKS PVC .
COMMUNICATIONS CENTER
P/ee-P
W NESS:
� v — / — c/y
Corporate creta Date
WITNESS: SHAMROCK BROADCASTING, INC.
Co orate Secretary
eXect,f,ve Lice. �.Qesidekf
6"` /s.,r n///797
bate
Page 8 of 9 Pages
9410.11
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
.1.6
W. H. a ster, Cha' . n/ ° lQ¢
io%il9 /
Date /
/ /ibk
b �e /!7
ATTEST.
Weld County Clerk to the Board
Mtn LEA.L.9
Page 9 of 9 Pages
911011 1
oPPla
October 14, 1994
shamrock
Buoaacastinc.
inc.
James R. Mixon Mr. Jack Statler
Executive Vice President PUBLIC SAFETY BUILDING
919 7th Street
Greeley, CO 80631
Dear Mr. Statler:
Enclosed are three copies of the agreement to allow the
Weld County Regional CommunicationsCenterto utilize space at
the tower site occupied by Radio Station KZDG-FM. The
agreement has been executed by Steve Lehman, President of
Premiere Radio Networks, Inc. and myself.
Please arrange for a fully executed copy to be returned to
my attention.
Regards,
SHAMROCK BROADCASTING, INC.2
By
James R. Mixon
4444 Lakeside Drive JRM/mb7
P.O.Box 7774
Burbank enclosures
California 91510-7774 9 410 01
(818)845-4444
FAX(818)845-9718
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