HomeMy WebLinkAboutRESOLUTION - 42-21 - 7/20/2021 - 1000 Oakton-Microsoft Lease Termination AgreementRESOLUTION NO.42-21
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE
A LEASE TERMINATION AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE
VILLAGE AND MICROSOFT CORPORATION (1000 OAKTON STREET)
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the
Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows:
Section 1: That the Mayor be and is hereby authorized to sign a Lease Termination
Agreement between the Village of Elk Grove Village and the designated owners which is
attached hereto and made a part hereof and the Village Clerk is authorized to attest said
document upon the signature of the Mayor.
LEASE TERMINATION AGREEMENT BETWEEN
MICROSOFT CORPORATION AND
THE VILLAGE OF ELK GROVE VILLAGE
Section 2: That this Resolution shall be in full force and effect from and after its passage
and approval according to law.
VOTE: AYES: 6 NAYS: 0 ABSENT: 0
PASSED this 20t' day of July 2021.
APPROVED this 201'' day of July 2021.
APPROVED:
Mayor Craig B. Johnson
Village of Elk Grove Village
ATTEST:
Loretta M. Murphy, Village Clerk
This instrument was prepared
by, and after recording return
to:
K&L Gates LLP
70 West Madison Street
Suite 3300
Chicago, Illinois 60602
Attn: Gregory R. Andre, Esq.
LEASE TERMINATION AGREEMENT
THIS LEASE TERMINATION AGREEMENT (this "Agreement"), dated as of July ,
2021 (the "Effective Date"), is made by and between MICROSOFT CORPORATION, a
Washington corporation ("Landlord"), and the VILLAGE OF ELK GROVE VILLAGE, an Illinois
home rule municipal corporation located in Cook and DuPage Counties, Illinois ("Tenant"), under
the following circumstances:
Recitals
A. Landlord is the owner of that certain real property containing approximately three
(3) acres, commonly known as 1000 Oakton Street, Elk Grove Village, Illinois 60007 and more
particularly described on Exhibit A attached hereto and made a part hereof (the "Property").
B. Landlord and Tenant are parties to that certain Lease Agreement dated November
8, 2019, by and between Landlord (as successor -in -interest to GB Elk Grove 3, LLC, a Delaware
limited liability company) and Tenant (the "Lease") with respect to the "Premises" (as defined in
the Lease), which is part of the Property.
C. Tenant has granted certain leases, subleases, licenses or other rights, titles, interests
or estates to third parties (including, without limitation, leases to certain cell phone companies)
with respect to the Premises (collectively, the "Subleases").
D. Pursuant to Section 6 of the Lease, Landlord exercised its option to have the
existing cell phone tower (the "Cell Tower") located on the Premises relocated by Tenant, at the
sole cost of Tenant, within a certain 120-day period (the "Relocation Right"). Landlord and Tenant
agreed that within the 120-day period (i) the Cell Tower would be relocated from the Premises to
Udall Park by Tenant, (ii) the Lease would be terminated by both parties, and (iii) the Subleases
would be terminated by Tenant. The exercise of the Relocation Right and these terms were
memorialized in that certain letter issued by Landlord to Tenant on February 24, 2021.
504959339.3
E. The foregoing 120-day period expired on June 24, 2021. Tenant failed to relocate
the Cell Tower or terminate the Subleases by then. Landlord issued a notice of default to Tenant
dated July 12, 2021 with respect to such failure.
F. Landlord and Tenant did not terminate the Lease within the 120-day period due to
the Cell Tower not being relocated and the Subleases not being terminated by then.
G. Landlord and Tenant have entered into this Agreement to (i) extend the 120-day
period to July 30, 2021 (the "New Relocation Date") and (ii) set forth the other terms they have
agreed upon with respect to the Cell Tower, the Lease, the Subleases and related matters.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. New Relocation Date. The 120-day period set forth in Section 6 of the Lease and
the foregoing letter dated February 24, 2021 is hereby extended from June 24, 2021 to the New
Relocation Date (July 30, 2021).
2. Termination of Lease. Effective as of the New Relocation Date, the Lease shall
automatically, without any further action by Landlord or Tenant, terminate and expire, and neither
Landlord nor Tenant shall thereafter have any further rights, obligations or liabilities under the
Lease, except for provisions that expressly survive the termination of the Lease.
3. Termination of Subleases. Tenant shall, at its sole cost and expense, on or before
the New Relocation Date, terminate any and all Subleases and provide reasonable written evidence
thereof to Landlord.
4. Relocation of Cell Tower. Tenant shall, on or before the New Relocation Date, at
no expense to Landlord, remove, or cause to be removed, from the Property the Cell Tower in a
manner reasonably acceptable to Landlord.
5. Abandoned Property. Tenant acknowledges and agrees that any personal property,
equipment, facilities or improvements other than the Cell Tower, that are or was the property of
Tenant, or any parties claiming by, through or under Tenant, including, without limitation, any
party to any Sublease, has been abandoned and may be removed and disposed of at the expense of
Landlord at any time; provided, that Landlord shall have no obligation to do so.
6. Landlord's Remedies. If, for any reason, Tenant fails to remove, or cause to be
removed, the Cell Tower, or any part thereof, by the New Relocation Date, Landlord shall have
the right, but not the obligation, without any further notice to Tenant or cure period, to pursue
against Tenant any legal or equitable remedy permitted under applicable law for its breach of such
obligation to remove the Cell Tower including, without limitation, an action for eviction, damages
and/or specific performance. Tenant shall reimburse Landlord for legal fees and expenses
Landlord incurs in good faith to enforce this Agreement against Tenant within thirty (30) days
after Landlord delivers to Tenant reasonable evidence of such costs.
7. Indemnification of Landlord. The Lease shall be deemed amended by this
Agreement. Landlord and Tenant hereby acknowledge and agree that the indemnification
2
504959339.3
provided by Tenant to Landlord in Section 7 of the Lease shall survive the termination of the Lease
and apply to Tenant's obligations and liabilities under this Agreement.
8. Miscellaneous.
a. Recitals. The recitals at the beginning of this document are incorporated
into this Agreement by this reference and made a part hereof.
b. Power and Authority. Landlord and Tenant each represents and warrants to
the other that is has all of the requisite power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby.
C. Governing Law. This Agreement shall be construed in accordance with,
and governed by, the laws of the State of Illinois without giving effect to principles of conflicts
of law.
d. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be an original and all of which taken together shall constitute one and the
same agreement.
e. Recording. Landlord shall have the right, at its expense, to record this
Agreement with the Cook County Recorder of Deeds.
[Remainder of page intentionally left blank]
504959339.3
IN WITNESS WHEREOF, this Agreement has been executed by Landlord and Tenant as
of the Effective Date.
State of
) ss.
County of
LANDLORD:
MICROSOFT CORPORATION,
a Washington corporation
in
Name:
Title:
I, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO HEREBY
CERTIFY that , the of
MICROSOFT CORPORATION, a Washington corporation, personally known to me to be the
same person whose name is subscribed to the foregoing instrument, appeared before me this day
in person, and acknowledged that he signed, sealed and delivered the said instrument as his free
and voluntary act and as the free and voluntary act of such corporation, for the uses and purposes
therein set forth.
Given under my hand and official seal, this _ day of , 2021.
Notary Public
[signatures continue on following page]
[Signature page to Termination of Lease]
State of
) ss.
County of
TENANT:
VILLAGE OF ELK GROVE VILLAGE,
an Illinois home rule municipal corporation
IC
Name:
Title:
I, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO HEREBY
CERTIFY that , the of the
VILLAGE OF ELK GROVE VILLAGE, an Illinois home rule municipal corporation, personally
known to me to be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledged that he signed, sealed and delivered the
said instrument as his free and voluntary act and as the free and voluntary act of such corporation,
for the uses and purposes therein set forth.
Given under my hand and official seal, this day of 12021.
Notary Public
[end of signature pages]
[Signature page to Termination of Lease]
Exhibit A
to
Lease Termination Agreement
LEGAL DESCRIPTION OF THE PROPERTY
LOT 1 IN FIRE DEPARTMENT SUBDIVISION, BEING A SUBDIVISION IN THE
SOUTHWEST QUARTER OF SECTION 22, TOWNSHIP 41 NORTH RANGE I 1 EAST OF
THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED
JULY 31, 1996 AS DOCUMENT 96586805 IN COOK COUNTY, ILLINOIS.
Permanent Index Number (PIN): 08-22-303-008-0000
Exhibit A