HomeMy WebLinkAboutRESOLUTION - 19-10 - 3/9/2010 - CLEAR WIRELESS AGREEMENTRESOLUTION NO. 19-10
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE A MODIFICTION AGREEMENT ESTABLISHING CLEAR WIRELESS,
LLC AS A SUBTENANT OF A GROUND LEASE AGREEMENT BETWEEN THE
VILLAGE OF ELK GROVE VILLAGE AND SPRINTCOM.INC AS PREVIOUSLY
AMENDED BY ASSIGNMENT (676 MEACHAM ROAD)
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 Modification
Agreement establishing Clear Wireless; LLC as a subtenant of a Ground Lease Agreement
between the Village of Elk Grove Village and Sprintcom.Inc as previously amended by
assignment, a copy of which is attached hereto and made a part hereof as if fully set forth and
the Villaae Clerk is authorized to attest said documents 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 9`h day of March 2010.
APPROVED this 91h day of March 2010.
APPROVED:
Mavor Craia B. Johnson
Village of Elk Grove Village
ATTEST:
Judith M. Keegan, Village Clerk
�erc.m:nt C Ira W;%
MODIFICATION AGREEMENT ESTABLISHING CLEAR WIRELESS, LLC AS A
SUBTENANT OF A GROUND LEASE AGREEMENT BETWEEN THE VILLAGE OF ELK
GROVE VILLAGE AND SPRINTCOM.INC AS PREVIOUSLY AMENDED BY
ASSIGNMENT
This Agreement, effective as of the date last signed below (effective date),
modifies a certain Ground Lease Agreement between SprintCom.lnc and the
Village of Elk Grove ("Owner"), dated February 5, 2001 (the "Agreement") by
establishing Clear Wireless, LLC as a Subtenant and further establishing additional
conditions and rental obligations for the Subtenant.
RECITALS
1. STC Two LLC, a Delaware limited liability company ("Tenant") by and
through its attorney-in-fact, Global Signal Acquisitions II LLC, a Delaware
limited liability company ("GSA II"), is the successor in interest of
SprintCom.lnc, through previous Amendments and has full authority to
execute this Modification Agreement.
2. Tenant desires to modify its installation on the Site by the addition of
equipment to the facilities by Clear Wireless, LLC ("Subtenant") as more
particularity described in Exhibit A attached hereto.
3. In order to effectuate same, Owner must, and by this Agreement shall,
permit the co -location by Subtenant subject to the terms and provisions
set forth herein concerning Subtenant's obligations to the Owner.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Owner, Tenant and Subtenant agree as follows:
1. Assignment and Subletting.
Pursuant to Section 12 of the Agreement, Tenant is permitted to
sublease a portion of the Site to Subtenant to install equipment as
described in Exhibit B (on the tower and inside the shelter).
2. Subtenant's Rent.
a. In consideration for the right to sublease and in lieu of the
obligations set forth in Section 6.2 (2) of the Agreement, Subtenant
shall pay rent in the amount of seven -hundred fifty dollars ($750.00)
per month ("Additional Rent") directly to Owner. The rent shall be
effective on March 1, 2010 and on the annual anniversary each year
thereafter, the rent shall increase by 4%. The rent shall cease upon
the earlier of: (i) the termination of the Agreement, or (ii)
Subtenant's cessation of operations and removal of all of its
equipment from the premises.
b. In addition, Subtenant agrees to pay Owner a one-time payment of
ten -thousand dollars ($10,000.00) within sixty (60) days of the
execution of this Agreement in consideration for Owner's consent to
sublet to Subtenant.
If Subtenant (i) does not install, construct or add equipment to the Site,
or (ii) installs equipment, but later removes the equipment, then upon
written notice to Owner, Tenant may terminate this Modification
Agreement. After terminating the Modification Agreement, the terms
and conditions of the Agreement as they existed immediately prior to
the Effective Date of this Modification Agreement shall be deemed
ratified, and shall continue in full force and effect. Rent shall revert to
the amount in effect immediately prior to the Effective Date of this
Modification Agreement, plus any rental increases, including annual
escalators, which occurred during the period of time between the
Effective Date of this Modification Agreement and the termination date
of this Amendment while Additional Rent paid by Subtenant shall cease
immediately.
All notices must be in writing and are effective only when deposited in
the U.S. mail, return receipt requested and postage prepaid or when
sent via overnight delivery service. Notices to Tenant are to be sent to:
Sprint/Nextel Property Services, Mailstop KSOPHT0101-Z2650, 6391
Sprint Parkway, Overland Park, Kansas 66251-2650, with a mandatory
copy to: Sprint/Nextel Law Department, Mailstop KSOPHT0101-Z2020,
6391 Sprint Parkway, Overland Park, Kansas 66251-2020, Attn.: Real
Estate Attorney and Global Signal Acquisitions II LLC, c/o Crown Castle
USA, Inc., E. Blake Hawke, General Counsel, Attn: Real Estate
Department, 2000 Corporate Drive, Canonsburg, PA 15317.
Notices to Tenant are to be sent to: Clear Wireless, LLC, Attn: Site*
Leasing, 4400 Carillon Point, Kirkland, WA 98033, Telephone: 425-216-
7600, Fax: 425-216-7900, Email: Siteleasing@clearwire.com, with a
copy to: Clear Wireless, LLC, Attn: Legal Department, 4400 Carillon
Point, Kirkland, WA 98033, Telephone: 425-216-7600, Fax: 425-216-
7900.
(a) All capitalized terms used in this Modification Agreement, unless
otherwise defined herein, will have the same meaning as the terms
contained in the Agreement.
(b) In case of any inconsistencies between the terms and conditions in
the Agreement and the terms and conditions contained in this
Modification Agreement, the terms and conditions herein will
control. Except as set forth herein, all provisions of the Agreement
are ratified and remain unchanged and in full force and effect.
(c) This Modification Agreement may be executed in duplicate
counterparts, each of which will be deemed an original.
(d) Each of the parties represent and warrant that they have the right,
power, legal capacity and authority to enter into and perform their
respective obligations under this Amendment.
The parties have executed this Agreement as of the Effective Date.
Village of Elk Grove Village STC Two LLC, a Delaware limited
company.
By: Global Signal Acquisitions II LLC,
a Delaware limited liability company,
By: Mayor Craig B. Johnson
Name: Mayor Craig B. Johnson
Title: Mavor
Date: March 9, 2010
Subtenant:
Clear Wireless LLC — Clear Wireless LLC
agrees and acknowledges that it will pay
the Additional Rent directly to Owner
and is solely responsible for payment of
the Additional Rent.
By:
Name:
Title:
Date:
Its Attorney -in -Fact
By: George B. Knickerbocker
Name: George B. Knickerbocker
Title: Attorney
Date: March 9, 2010