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Home My WebLink AboutRESOLUTION - 33-10 - 6/15/2010 - GROUND LEASE AGREEMENTRESOLUTION NO. 33-10 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. (171 GREENLEAF AVENUE) 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 Village 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: 6 NAYS: 0 ABSENT: 0 PASSED this 15th day of June 2010. APPROVED this lith day of June 2010. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Judith M. Keeizan, Village Clerk Aareement Cleark ire MODIFICATION AGREEMENT ESTABLISHING CLEAR WIRELESS, LLC AS A SUBTENANT OF A GROUND LEASE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND TOWERCO ASSETS LLC AS PREVIOUSLY AMENDED BY ASSIGNMENT This Agreement, effective as of the date last signed below (effective date), modifies a certain Ground Lease Agreement between TowerCo Assets LLC and the Village of Elk Grove ("Owner"), dated June 8, 2010 (the "Agreement") by establishing Clear Wireless, LLC as a Subtenant and further establishing additional conditions and rental obligations for the Subtenant. RECITALS 1. TowerCo Assets LLC ("Tenant") is the successor in interest of Nextel West Corp. d/b/a Nextel Communications 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"). Location of site: 1751 Greenleaf, Elk Grove Village, Illinois 60007 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 on the tower and inside the shelter. 2. Subtenant's Rent. a. In consideration for the right to sublease, 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 retroactively effective to 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: TowerCo Assets LLC. 5000 Valleystone Drive, Attention: Corporate Counsel, REF: IL, 2040 Cary, North Carolina 27519 with a mandatory copy to: TowerCo, P.O. Box 602053, Charlotte, North Carolina 28260-2053. Notices to Subtenant are to be sent to: Clear Wireless, LLC, Attention: 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- 76900. Notice to Owner shall be sent to: Village Manager, Village of Elk Grove Village, 901 Wellington Ave. Elk Grove Village, IL 60007 (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 provision's 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 By: Mayor Craig B. Johnson By: Name: Mayor Craig B. Johnson Name Title: Mayor Title: Date: June 15, 2010 Date: Tenant: TowerCo Assets LLC By: Name: Title: Date: Its Attorney -in -Fact George B. Knickerbocker George B. Knickerbocker Attornev June 15, 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: