HomeMy WebLinkAboutPK07-094 - Original - Northwest Media, L.P - King County Journal Newspapers - Sound Publishing - 1/11/2007 Records Man--Ag-- emer
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WASHI�Q'0. Document
CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission to City Clerks Office. All
portions are to be completed, if you have questions, please contact Mary Simmons, City
Clerks Office.
Vendor Name:
Contract Number:
This is assigned by Mary Simmons
Vendor Number:
Project Name: i %�GE��7
Contract Effective Date:
Contract Termination Date:
Contract Renewal Notice (Days):
" Number of days required notice for termination or renewal or amendment
Contract Manager: ,I
Department:
Abstract:
ADCL7832 07/02
LANDLORD'S CONSENT
THIS LANDLORD'S CONSENT ("Consent") is made effective as of November
30, 2006, by and between CiTY OF KENT ("Landlord"), and NORTHWEST MEDIA
(WASHINGTON), L P, an Ohio limited partnership, d/b/a King County Journal Newspapers
("Assignor"),for the benefit of SOUND PUBLISHING, INC , a Washington corporation("Assignee")
RECITALS
A On or about November 17, 2004, Landlord and Assignor, as Tenant, entered into that
certain Cooperative Parking Agreement, as amended by that certain Addendum One to the Cooperative
Parking Agreement dated January 20, 2005 (collectively, the "Lease") for the leased premises commonly
known as Hawley Road Parking Lots (the"Premises")
B. Pursuant to that certain Asset Purchase Agreement, by and among Assignor, Assignee and
certain other parties, dated as of November 21, 2006, together with all addendums and amendments
thereof (collectively, the 'Asset Purchase Agreement"), Assignoi has agreed to assign its interest as
tenant under the Lease and to sell its business at the Premises to Assignee, and Assignee has agreed to
assume Assignor's rights and obligations under the Lease
CONSENT
NOW, THEREFORE, Landlord consents to Assignor's assignment of the Lease and all of
Assignor's rights and obligations under the Lease to Assignee, and to Assignee's assumption of the
tenant's rights and obligations under the Lease and its agreement to perform all of the tenant's obligations
under the Lease.
GENERAL PROVISIONS
1 This Consent shall inure to the benefit of, and be binding upon, the respective successors,
executors, administrators, legal representatives and assigns of Landlord
2 This Consent shall be construed in accordance with laws of the State of Washington.
IN WITNESS WHEREOF, Landlord has executed this Consent as of the day and year first above
written
LANDLORD:
CITY OF KENT
By
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Title
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Exhibit A
SOUND PUBLISHING,INC.
BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
(the"Agreement") is entered into as of November 30,2006,by and among Northwest Media
(Washington). L P , an Ohio limited partnership ("Seller"),Horvitz Newspapers, Inc , an Ohio
corporation("Parent") and Sound Publishing,Inc., a Washington corporation("Buyer"), j
pursuant to that certain Asset Purchase Agreement dated as of November 21,2006, by and i
among Seller, Parent, Buyer, Sound Publishing Holding, Inc , a Washington corporation and
King County Publications Ltd , a Washington corporation(the "Purchase Agreement")
Capitalized terns not otherwise defined herein shall have the meanings given to them in the
Purchase Agreement.
RECITALS
WHEREAS,the Purchase Agreement provides for,among other things, the sale,
assignment, transfer, conveyance and delivery to Buyer of the Acquired Assets and the Acquired
Operational Assets, and for the assumption by Buyer of the Assumed Liabilities, for the
consideration and on the terms and conditions set forth in the Purchase Agreement,
WHEREAS, Section 2 8(a)(i) of the Purchase Agreement provide for the delivery to
Buyer by Seller at Closing of a bill of sale and an instrument of assignment and assumption with
respect to the Acquired Assets,Acquired Operational Assets and the Assumed Liabilities, and
WHEREAS, the parties desire to carry out the intent and purpose of the Purchase
Agreement by the execution and delivery of this instrument evidencing the vesting in Buyer of
all right,title, interest in and to the Acquired Assets and the Acquired Operational Assets and
Buyer's assumption of the Assumed Liabilities,
NOW, THEREFORE,in consideration of the mutual covenants contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and on the terms and conditions set forth in the Purchase Agreement, Seller and
Buyer agree as follows-
Seller hereby sells, assigns, grants,transfers, sets over,bargains, remises, releases and
delivers to Buyer, its successors and assigns, all of Seller's right, title and interest in and to the
properties and assets, tangible or intangible, wherever located, comprising the Acquired Assets
and the Acquired Operational Assets
1 Seller hereby constitutes and appoints Buyer, its successors and assigns, Seller's true and
lawful attorney and attorneys, with full power of substitution,in Seller's name and stead,
but on behalf and for the benefit of Buyer, its successors and assigns, to demand and
receive any and all of the Acquired Assets and the Acquired Operational Assets, and to
give receipts and releases for and in respect of the same and any part thereof
2 Buyer hereby assumes and agrees to perform or pay,as the case may be, the Assumed
Liabilities, on the terms and conditions set forth in the Purchase Agreement
CHI-1562851vI
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Exhibit A j
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3 Buyer's assumption of the Assumed Liabilities pursuant to Paragraph 3 hereof shall not
be construed to defeat, impair or limit in any way any right or remedy of Buyer to contest
or dispute the validity or amount of any such Assumed Liability, provided that Seller
shall have no obligation with respect to any such contested or disputed Assumed Liability
4 Seller hereby covenants that it shall do,execute and deliver any and all such further acts
and instruments that Buyer may reasonably request in order to more fully effectuate
Seller's sale and assignment of the Acquired Assets and the Acquired Operational Assets i
to Buyer and the vesting of title to the Acquired Assets and the Acquired Operational
Assets in Buyer as set forth herein Buyer hereby covenants that it shall do, execute and
deliver any and all such further acts and instruments that Seller may reasonably request in
order to more fully effectuate Buyer's assumption of the Assumed Liabilities as set forth
herein
Notwithstanding any other provisions of this Agreement to the contrary,nothing
contained herein shall in any way supersede,modify,replace, amend,change,rescind,waive,
exceed,expand, enlarge or in any way affect the provisions, including the warranties, covenants,
agreements, conditions, representations or, in general any of the rights and remedies, and any of
the obligations and indemnifications of Seller or Buyer set forth in the Purchase Agreement,nor
shall this Agreement expand or enlarge any remedies under the Purchase Agreement including,
without limitation,any limits on indemnification specified therein This Agreement is intended j
only to effect the purchase of the Acquired Assets and the Acquired Operational Assets pursuant
to the Purchase Agreement and shall be governed entirely in accordance with the terms and
conditions of the Purchase Agreement
[Signature page follows]
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CHI-1562851 v 1 ,
Exhibit A
IN WITNESS WHEREOF,the parties have executed this Bill of Sale and Assignment
and Assumption Agreement as of the date first written above. s
SOUND PUBLISHING,INC.
By.
Name:
title: 7J 1,C.c�T��,P
HORVITZ NEWSPAPERS,INC.
By.
Name Peter A Horvitz
Title. President
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NORTHWEST MEDIA (WASHINGTON),L.P. +
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By: Horvitz Newspapers, Inc.
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its general partner
By.
Name- Peter A Horvitz
Title President (f
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CHI.1562851v 1 !
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Exhibit A
IN WITNESS WHEREOF,the parties have executed this Bill of Sale and Assignment
and Assumption Agreement as of the date first written above
SOUND PUBLISHING,INC.
By:
Name.
Title•
HORVITZ NEWSPAPERS,INC.
Name Peter A.Horvitz
i
Title. President
NORTHWEST MEDIA(WASHINGTON),L.P.
By: Horvitz Newspapers,Inc.
its general partner '
By: _k.. .--L—�
Name,Peter A Horvitz
Title* President
CHI-1562851v1
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December 19, 2006
Mayor Suzette Cooke
City of Kent
220 Fourth Avenue South
Kent, WA 98032
RE: Consent to Assignment of Lease
Dear Mayor Cooke:
After quite a lengthy negotiation period, Northwest Media (Washington), L.P. and
Horvitz Newspapers, Inc. (the "Seller") recently sold all the assets of King County
Journal Newspapers to Sound Publishing Holding, Inc. and its subsidiaries, Sound
Publishing. Inc. and King County Publications Ltd (collectively, the "Buyer") The
Buyer will continue to operate the newspaper business on the property that has a
Cooperative Parking Agreement with the City of Kent at 600 Washington Ave South,
Kent, WA 98032, and use the parking lot that was built on the Riverwalk Park property
owned by the City of Kent.
Enclosed is a copy of the Bill of Sale and Assignment and Assumption Agreement that
was executed in connection with the sale transaction By this Agreement, the Seller
assigned to the Buyer all of its interest as tenant under the Lease (it was one of the assets
included within the definition of the term "Acquired Assets"), and the Buyer assumed and
agreed to perform all of the obligations and liabilities (the "Assumed Liabilities") in
connection with the Acquired Assets The transaction was closed and effective as of
November 30, 2006.
Also enclosed is a Landlord's Consent with respect to the assignment and assumption of
the Lease. We are asking that you sign and return this Landlord's Consent to us at your
earliest convenience. Please send this signed consent to me at my new office address,
Peter Horvitz, President, Horvitz Newspapers, 500 108`i' Ave. N.E., Suite 800, Bellevue,
WA 98004
If you have any questions regarding the transaction or the enclosed Landlord's Consent,
please do not hesitate to contact me at 425-688-3517.
Sincerely,
Peter A. Horvitz :ni CEir j p.t�eni:e�Ntwtiy�,F�a
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