HomeMy WebLinkAboutRESOLUTION - 32-12 - 7/10/2012 - GROUND LEASE AGREEMENT/AMENDMENTRESOLUTION NO. 32-12
A RESOLUTION AMENDING RESOLUTION NO. 51-00 AND RESOLUTION NO. 22-05
AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A SECOND
AMENDMENT TO GROUND LEASE AGREEMENT BETWEEN THE VILLAGE OF ELK
GROVE VILLAGE AND STC TWO LLC (676 MEACHAM)
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 document marked:
SECOND AMENDMENT TO 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:I
PASSED this 10"' day of July 2012.
APPROVED this 10th day of July 2012.
APPROVED:
Mayor Cram B. Johnson
Village of Elk Grove Village
ATTEST:
Judith M. Keegan, Village Clerk
GroundLea,e^_amendSTCT% o
Site Name: 676 Meacham — Meacham Fire Station
Business Unit No. 875704
SECOND AMENDMENT TO GROUND LEASE AGREEMENT
This Second Amendment to Ground Lease Agreement (this "Amendment") is made this
10'h day of July , 2012 by and between 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, with its principal place of business located at 2000
Corporate Drive, Canonsburg, Pennsylvania 15317, and Village of Elk Grove Village, an Illinois
municipal corporation ("Landlord"), having a mailing address of 901 Wellington Avenue, Elk
Grove Village, Illinois 60007.
RECITALS.
. SprintCom, Inc., a Kansas corporation ("Sprint"), and Landlord entered into that certain
Ground Lease Agreement executed by Landlord on December 4, 2000 (the "Ground Lease") for
certain property more particularly described in the Ground Lease (the "Leased Premises"), which
is located on a portion of Landlord's property more particularly described on Exhibit A attached
hereto ("Landlord's Property"), commonly known as 676 Meacham Road, Elk Grove Village,
Cook County, Illinois.
Sprint assigned its right, title and interest under the Ground Lease to Tenant pursuant to
that certain General Assignment and Assumption Agreement executed and effective May 26,
2005.
The Ground Lease was amended by that certain Modification Agreement dated March
31, 2010.
Landlord and Tenant wish to father amend the Ground Lease as previously amended to
reflect the agreements set forth herein.
NOW, THEREFORE, in consideration of the above and pursuant to the terms set forth
under the Ground Lease, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows:
Section 2.2 of the Ground Lease currently provides that there are two (2) remaining
Extension Terms of five (5) years each following the current Extension Term which
expires on December 3, 2015. Section 2.2 of the Ground Lease is hereby amended to
provide that there shall be seven (7) remaining Extension Terms of five (5) years each
following the current Extension Term which expires on December 3, 2015. The new
final Ground Lease expiration date will be December 3, 2050.
2. In consideration of Landlord's execution of this Amendment, Tenant agrees to pay
Landlord the sum of Ten Thousand and 00/100 Dollars ($10,000.00) as a one-time
payment (the "Bonus"), payable within thirty (30) days after this Amendment and the
memorandum of amendment are fully executed. In the event that this Amendment
and any applicable memorandum. of amendment are not executed (and notarized,
Site: F2 -Elk Grove Fire Department
BUN: 875704
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Site Name: 676 Meacham — Meacham Fire Station
Business Unit No. 875704
where applicable) by both Landlord and Tenant for any reason, Tenant shall have no
obligation to pay the - Bonus to Landlord.
3. The Ground Lease is further amended by adding a paragraph concerning a Right of
First Refusal which shall read as follows:
"First Refusal for Wireless Competitors: If Landlord receives an offer from any
person or entity that owns towers or other. wireless telecommunications facilities :(or
is in the business of acquiring Landlord's interest in the Ground Lease) to purchase
fee title, an easement, a lease, a license, or any other interest in the Leased Premises,
or Landlord's interest in the Ground Lease, or an option for any of the foregoing,
Landlord shall provide written notice to Tenant of said offer, and Tenant shall have a
right of first refusal to acquire such interest on the same terms and conditions. If
Landlord's notice covers portions of Landlord's Property beyond the Leased
Premises, Tenant may elect to acquire an interest in only the Leased Premises, and the
consideration shall be prorated on an acreage basis."
4. Clause (a) of Section 18.1 of the Ground Lease regarding termination is amended and
restated as follows:
Tenant may terminate the Ground Lease at any time for any reason upon thirty (30)
days' written notice to Landlord. In such event, Tenant shall pay a termination fee
("Termination Fee") equal to the percentage set forth below (based upon the effective
date of such termination) multiplied by the amount of rent that Tenant would have
owed to Landlord under the Ground Lease, as amended, between the date of such
termination and December 3, 2050. The Termination Fee will be due and payable in
the same manner and on the same dates as set forth in the Ground Lease.
Notwithstanding the foregoing, Tenant will be released from any and all of its
obligations under the Ground Lease as of the effective date of such termination and
shall not be required to pay the Termination Fee if Tenant terminates the Ground
Lease due to.a Landlord default.
a. 25% of the rent remaining due if terminated during the first remaining Extension
Term (12/4/2015-12/3/2020)
b. 20% of the rent remaining due if terminated during the second remaining
Extension Term (12/4/2020-12/3/2025)
c. 15% of the rent remaining due if terminated during the third remaining Extension
Term (12/4/2025-12/3/2030)
d. 10% of the rent remaining due if terminated during the fourth remaining
Extension Term (12/4/2030-12/3/2035)
e. 5% of the rent remaining due if terminated during the fifth remaining Extension
Term (12/4/2035-12/3/2040)
f. None of the rent remaining due if terminated during the sixth or seventh
remaining Extension Terms (12/4/2040-12/3/2050)
Site: F2 -Elk Grove Fin: Department
BUN: 875704
BHOI\15580752
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Site Name: 676 Meacham — Meacham Fire Station
Business Unit No. 875704
Landlord represents and warrants that (a) Landlord is duly authorized and has the full
power, right and authority to enter into this Amendment and to perform all of its
obligations under this Amendment, (b) Landlord is the fee owner of the Leased
Premises, (c) the individual executing this Amendment on behalf of Landlord is
authorized to do so and has the full power to bind Landlord, and (d) no default exists
under the Ground Lease on the part of Tenant, and, to Landlord's knowledge, no
event or condition has occurred or exists which, with notice or the passage, of time or
both, would constitute a default by Tenant under the Ground Lease.
6. The parties agree and acknowledge that all notices provided to Tenant pursuant to the
Ground Lease shall be sent to the following address:
STC Two LLC
c/o Crown Castle USA Inc.
E. Blake Hawk, General Counsel
Attn: Legal — Real Estate Department
2000 Corporate Drive
Canonsburg, PA 15317
The parties have executed this Amendment as of the date fust set forth above.
Landlord:
Village of Elk Grove Village,
an Illinois municipal corporation
By: (,O;< r3 .
Name: (1'/'(iia i.3• T17r?5,
Title: "jor
Date: )ul-/ 16� a 6 /d,
Site: F2 -Elk Grove Fire Department
BUN: 875704
BH01\1558075.2
IDWJW - 101460\1170
Tenant:
STC Two LLC,:
a Delaware limited liability company
By: Global Signal Acquisitions II LLC,
a Delaware limited liability company
Its: Attorney -in -Fact
By:
Name:
Title:
Date:
Site Name: 676 Meacham — Meacham Fire Station
Business Unit No. 875704
Exhibit A
Legal Description of Landlord's Property
The South 300.00 feet of the North 670.00 feet of the East 350.40 feet (as measured at right
angles to the North and East lines thereof) of the West. Half of the Northwest Quarter of Section
36, Township 41 North, Range 10 East of the Third Principal Meridian, in Cook County, Illinois.
Tax Parcel Identification Number: 07-36-100-006-0000
Common Address: 676.Meacham Road, Elk Grove Village, Illinois 60007
Al
Site: F2 -Elk Grove Fire Department
BUN: 875104
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By—: W111614111 i• 1 a� Neu am 7\T�171'ii
DYKEMA GOSSETf PLLC
Nicholas J. Winters, Esq.
39577 Woodward Avenue, Suite 300
Bloomfield Hills, Michigan 48304
MEMORANDUM OF SECOND AMENDMENT TO
GROUND LEASE AGREEMENT
This Memorandum of Second Amendment to Ground Lease Agreement (this
"Memorandum") is 'made this 1011 day of July2012, by and between
VILLAGE OF ELK GROVE VILLAGE, an. Illinois municipal corporation ("Landlord"),
having a mailing address of 901 Wellington Avenue, Elk Grove Village, Illinois 60007, and 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, whose address is
c/o Crown Castle USA Inc., E.. Blake Hawk, General Counsel; 2000 Corporate Drive,
Canonsburg, Pennsylvania 15317.
RECITALS
WIIEREAS,. Landlord and Tenant are the current parties under that certain Ground
Lease Agreement executed by Landlord on December 4, 2000, originally by and between
SprintCom, Inc., a Kansas corporation ("Sprint"), as tenant, and Landlord, as landlord (the
"Lease");
WHEREAS, the Lease was assigned by Sprint to. Tenant pursuant to that certain General
Assignment and Assumption Agreement executed and effective May 26, 2005;
WHEREAS, the Lease was amended by that certain Modification Agreement dated
March 31, 2010;
WHEREAS, the parties have modified the terms of the Lease by that certain Second
Amendment to Ground Lease Agreement dated the same date as this Memorandum, by and
between Landlord and Tenant, and wish to provide record notice of the existence of the Lease as
amended thereby (hereafter, the Lease is referred to as the "Amended Lease") and the status of
certain rights and interests thereunder through the recording of this Memorandum with the Cook
County Recorder of Deeds; and
Site: F2 -Elk Grove Fire Department
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WHEREAS, the Amended Lease pertains to certain real property leased to Tenant (the
"Leased Premises") together with access and utility easements granted to Tenant more
particularly described in the Amended Lease, located on a portion of Landlord's property that is
more particularly described on Exhibit "A" attached hereto and incorporated by this reference
("Landlord's Property").
OPERATIVE PROVISIONS
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is.hereby acknowledged, the Landlord and Tenant hereby agree as follows:
1. The recitals hereinabove are true and correct and are incorporated herein by this
reference.
2. The terms and provisions of the Amended Lease are hereby restated and incorporated
herein by this reference.
3. The Amended Lease provides that the initial term of the Amended Lease is five (5) years,
commencing on December 4, 2000, with nine (9) total extension terms of five (5) years
each. The term of the Amended Lease, including all extension terms, if exercised, will
terminate on December. 3, 2050.
4. The Amended Lease pertains to a portion of that certain real property described on
Exhibit "A" attached hereto.
5. The Amended Lease provides Tenant with a right of first refusal pertaining to all or a
portion of Landlord's Property, upon the terms and conditions more particularly set forth
in the Second Amendment to Ground Lease Agreement.
6. The parties consent to the recording of this Memorandum in the public records of the
county in which the Leased Premises is situated, and agree that this Memorandum shall
be executed in recordable form.
7. This Memorandum may be executed in counterparts, each of which shall constitute an
original instrument.
[Remainder of page intentionally left blank; signatures begin on the following page]
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum as of
the date first written above.
STATE OF
COUNTY OF
1741 ro 11 �
VILLAGE OF ELK GROVE VILLAGE,
an Illinois municipal corporation
By: CI
l�G/ < ri• TG1hsa�
Name: (./'GiG (3- Joh✓I.Sa
Title:
Date: . Tvly /0, 0/a
ACKNOWLEDGEMENT
)Ss
On this, the day of , 2012, before me
Notary Public, the undersigned officer, personally appeared who
acknowledged him/herself to be the of Village of Elk Grove
Village, an Illinois municipal corporation, and that he/she, being authorized to do -so, executed
the foregoing Memorandum of Second Amendment to Ground Lease Agreement for the
purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public, State of County of
Acting in the County of
My Commission Expires:
}
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TENANT:
STC TWO LLC,
a Delaware limited liability company
By: Global Signal Acquisitions II LLC,
a Delaware limited liability company
Its: Attomey-in-Fact
By:
Name:
Title:
Date:
ACKNOWLEDGEMENT
STATE OF TEXAS )
SS
COUNTY OF HARRIS )
On this,. the day of , 2012, before me
Notary Public, the undersigned officer, personally appeared
who acknowledged him/herself to be the
of Global Signal Acquisitions H LLC, a Delaware
limited liability company, the Attorney -in -Fact for STC Two LLC, a Delaware limited liability
company, and that he/she, being authorized•to do so, executed the foregoing Memorandum of
Second Amendment to Ground Lease Agreement for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public, State of Texas, County of Harris
My Commission Expires:
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Site: F2 -Elk Grove Fire Department -
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EXHIBIT "A"
LEGAL DESCRIPTION OF LANDLORD'S PROPERTY
The South 300.00 feet of the North 670.00 feet of the East 350.40 feet (as measured at right
angles to the North and East lines thereof) of the West Half of the Northwest Quarter of Section
36, Township 41 North, Range 10 East of the Third Principal Meridian, in Cook County, Illinois.
Tax Parcel Identification Number: 07-36-100-006-0000
Common Address: 676 Meacham Road, Elk Grove Village, Illinois 60007
A-1
Site: F2 -Elk Grove Fire Department
BUN: 875704
B110I\1558289.1
ID\NJW -101460\1170