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HomeMy WebLinkAboutRESOLUTION - 50-21 - 8/17/2021 - Verizon Wireless, 1141 Hawthorne Lane, first amendment water tower and ground lease agreementRESOLUTION NO. 50-21 A RESOLUTION AMENDING RESOLUTION 41-96 AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A FIRST AMENDMENT TO THE WATER TOWER AND GROUND LEASE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND CHICAGO SMSA LIMITED PARTNERSHIP DB/A VERIZON WIRELESS (1141 HAWTHORNE LANE) 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 the attached documents marked: AMENDMENT TO WATER TOWER AND GROUND LEASE AGREEMENT a copy of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is authorized to attest said document upon the signature of the Mayor. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 5 NAYS: 0 ABSENT: 1 PASSED this 171h day of August 2021. APPROVED this 17th day of August 2021. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Loretta M. Murphy, Village Clerk Elk Grove WT — Amendment Location Code: 126718 AMENDED AND RESTATED AMENDMENT TO WATER TOWER AND GROUND LEASE AGREEMENT This Amended and Restated Amendment to Water Tower and Ground Lease Agreement ("Amendment") is made this day of G -f , 2021, between the Village of Elk Grove Village, an Illinois municipal corporation, h its principal offices at 901 Wellington Avenue, Elk Grove Village, Illinois 60007 ("Landlord"), and Chicago SMSA Limited Partnership d/b/a Verizon Wireless, with its principal offices located at One Verizon Way, Mail Stop 4AW 100, Basking Ridge, NJ 07920 ("Tenant"). Landlord and Tenant are at times collectively referred to hereinafter as the "Parties" or individually as the "Party." WHEREAS, Landlord and Tenant entered into that certain Water Tower and Ground Lease Agreement dated July 23, 1996 (the "Agreement") whereby Tenant leased space on Landlord's Water Tower ("Water Tower"), together with ground space of approximately 700 square feet, for the installation, maintenance and operation of Tenant's communications equipment, on real property owned by Landlord, with a common address of 1141 Hawthorne Lane, Elk Grove Village, Illinois, as substantially described in Exhibit A to the Agreement WHEREAS, the Parties are currently operating under the terms of the Agreement; and WHEREAS, the term of the Agreement expired on July 31, 2021; and WHEREAS, the Parties now wish to amend and restate the terms of the Agreement in order to extend the term of the Agreement and to modify other provisions, as provided herein. All of the terms and conditions of the Agreement are incorporated by reference and made a part hereof without the necessity of repeating or attaching the Agreement to the Amendment. WHEREAS, it is now the intention of Landlord and Tenant to enter into an agreement amending the Agreement, as set forth herein. NOW THEREFORE, for good and valuable consideration including the mutual covenants and agreements hereinafter set forth, Landlord and Tenant agree as follows: The recitals set forth above are incorporated herein by reference. 2. Option to Extend. Commencing on August 1, 2021 ("Additional Extension Term Commencement Date"), the Agreement shall automatically be extended for four (4) additional five (5) year terms, unless Tenant terminates it at the end of the then current term by giving Landlord written notice of its intent to terminate at least three (3) months prior to the end of the then current term. 3. Rent. Commencing on the Additional Extension Term Commencement Date, Tenant shall pay Landlord an annual rental of $51,266.64, to be paid in equal monthly installments of $4,272.22, on the first day of the month, in advance, to Landlord. Thereafter, the annual rent shall increase in accordance with Section 2.3 (A), as amended herein. 4. Rent During Extension Terms. The Parties agree that Section 2.3 (A) of the Agreement is hereby deleted in its entirety and replaced with the following: The annual rental shall increase on each anniversary of the Additional Extension Term Commencement Date by an amount equal to three percent (3%) of the total annual rent for the previous lease year. 5. Termination. Section 17.1 of the Agreement is hereby deleted in its entirety and replaced with the following: Tenant may, unless otherwise stated, terminate this Agreement: (a) at any time upon thirty (30) days' written notice to Landlord and payment of six (6) months then current rent within sixty (60) days of notice of termination under this Section 17.1(a); (b) immediately, upon written notice to Landlord in the event that (i) any applications for such Government Approvals should be finally rejected; (ii) any Government Approval issued to Tenant is canceled, expires, lapses or is otherwise withdrawn or terminated by any Government Entity; (iii) Tenant determines that such Government Approvals may not be obtained in a timely manner; or (iv) Tenant determines any structural analysis is unsatisfactory. 6. Assignment. Section 11 of the Agreement is hereby deleted in its entirety and replaced with the following: Without any approval or consent of the other Party, this Agreement may be sold, assigned or transferred by either Party to (i) any entity in which the Party directly or indirectly holds an equity or similar interest; (ii) any entity which directly or indirectly holds an equity or similar interest in the Party; or (iii) any entity directly or indirectly under common control with the Party. Tenant may assign this Agreement to any entity which acquires all or substantially all of Tenant's assets in the market defined by the FCC in which the Property is located by reason of a merger, acquisition or other business reorganization without approval or consent of Landlord. As to other parties, Tenant may not sell, assign or otherwise transfer all or any of its interest in the Agreement without the prior written consent of the Landlord, which such consent will not be unreasonably withheld, delayed or conditioned. No change of stock ownership, partnership interest or control of Tenant or transfer upon partnership or corporate dissolution of either Party shall constitute an assignment hereunder. 7. Tenant's Contact and Address. Section1.13 of the Agreement is hereby deleted in its entirety. Section 1.14 of the Agreement is hereby replaced with the following: Tenant's Address: Chicago SMSA Limited Partnership d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attention: Network Real Estate 2 Elk Grove WT — Amendment 8. Notices. The Parties agree that Section 22 of the Agreement is hereby deleted in its entirety and replaced with the following: All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed to the other Party as set forth in Section 1 of the Agreement, as further amended herein (or any other address that the Party to be notified may have designated to the sender by like notice). Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the foregoing. 9. Tenant Relocation. In the event Landlord intends to redevelop, modify, remodel, or alter the Property, or make any improvements thereon (collectively, the "Redevelopment") and such Redevelopment necessitates relocation of Tenant's antennas on the Water Tower and appurtenant equipment at the Property (collectively, the "Equipment", and upon the request of Landlord, Tenant agrees to relocate its Equipment to another location on the Property, hereinafter referred to as the "Relocation Site", provided: (i) The Relocation Site is similar to Tenant's existing location in size and is fully compatible for Tenant's use, in Tenant's reasonable determination; (ii) Landlord pays all costs incurred by Tenant for relocating its Equipment to the Relocation Site and improving the Relocation Site so that it is fully compatible for Tenant's use, in Tenant's reasonable determination; (iii) Landlord gives Tenant at least twelve (12) months written notice prior to requiring Tenant to relocate its Equipment; (iv) Tenant's use at the Property is not interrupted or diminished during the relocation and Tenant is allowed, if necessary, in Tenant's reasonable determination, to place a temporary installation, including a cell on wheels ("COW"), in a mutually agreeable location, on the Property during any such relocation; and (v) In the event the Parties determine that Tenant is unable to return to its original location on Landlord's Water Tower, the Parties agree to enter into an amendmdnt of this Agreement to document the location of the Relocation Site. 10. Review and Inspection Process for Modifications to Tenant Facilities. In connection with Landlord or Landlord's consultant's review of any proposed Tenant modifications to its Facilities located on the Water Tower during the term of the Agreement, Tenant agrees to pay the reasonable actual costs of Landlord review fees, said fees not to exceed $10,000. Tenant agrees to reimburse Landlord for said fees within sixty (60) days of receipt of a detailed invoice detailing said review fees incurred by Landlord. The Parties agree that this provision shall not apply to any modifications to Tenant's ground equipment, including modifications located within Elk Grove WT — Amendment its equipment shelter, except that Tenant shall be required to pay all general Village permit fees or other fees as are generally applicable. 11. No Other Modifications: Other than as specifically amended herein, all other terms and conditions of the Agreement shall remain in full force and effect. Where there is a conflict between the terms of the Agreement and this Amendment, the terms of this Amendment shall control. Unless otherwise indicated or introduced in this Amendment, all defined terms referenced in the Amendment shall have the same meaning as those found in the Agreement. [Signature page follows. The remainder of this page is intentionally blank.] 4 Elk Grove WT — Amendment IN WITNESS WHEREOF, the parties hereto have executed in duplicate this Amendment on the day and year first above written. LANDLORD: Village of Elk Grove Village By: _ Name: Title: Date: TENANT: Chicago SMSA Limited Partnership d/b/a Verizon Wireless By: Cellco Partnership, its General Partner By: Name: Title: Date: Elk Grove WT — Amendment