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Home My WebLink AboutRESOLUTION - 18-15 - 4/28/2015 - SBA TOWERS 1060 OAKTONRESOLUTION NO. 18-15 A RESOLUTION AMENDING RESOLUTION NO. 4-14 AND AUTHORIZING THE MAYOR TO EXECUTE A CONSENT TO ASSIGNMENT OF GROUND LEASE AND RELATED TOWER ASSETS (SBA TOWERS VI, LLC)(1060 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 Dul'age, State of Illinois, as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached Consent to the Assignment, a copy of which is attached hereto and made a part hereof as if fully set forth. Section 2: That the adoption of this Assignment by the Village provides consent to and approval of said Assignment of Ground Lease and related tower assets from TV6-W, LLC to SBA Towers VI, LLC. Section 3: 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 28r' day of April 2015. APPROVED this 281h day of April 2015. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Judith M. Keegan, Village Clerk SRA Towccc45sigmnen1201 S 8051 Congress Avenue Boca Raton, FL 33487-1307 S 8 A011i g April 9, 2015 sbasite.com VIA OVERNIGHT MAIL Village of Elk Grove 901 Wellington Ave. Elk Grove Village, IL 60007 RE: Ground Lease Agreement dated December 10, 1996 by and between Village of Elk Grove Village ("Landlord") and TV6-W, LLC, a Delaware limited liability company, ("Tenant") as amended by that Addendum No. 1 to Lease Agreement, dated December 10, 1996, and that First Amendment to Ground Lease Agreement dated January 27, 2009, and that Second Amendment to Ground Lease Agreement dated November 10, 2009, and that Third Amendment to Ground Lease Agreement dated November 18, 2014 (Collectively, the "Ground Lease") with respect to that certain real property located in Elk Grove Village, IL, ("Property'). SBA Site ID: IL17072-A, Elk Grove Fire Station Dear Landlord: SBA Towers VI, LLC, a Delaware limited liability company, or any of its subsidiaries or affiliates, ("SBA") and Tenant have signed an agreement under which SBA may acquire all of the shares of Tenant or Tenant's Affiliate. As part of SBA's due diligence review in determining whether to consummate this transaction, we would ask that you confirm the following: 1. Attached as Exhibit "A" is a true and complete copy of the Ground Lease and all amendments or modifications thereto. The Ground Lease constitutes the entire agreement between you and Tenant with respect to the subject matter thereof. Tenant is the current tenant under the terms of the Ground Lease. 2. The Ground Lease commenced on January 1, 1997 and the expiration date of the initial term of the Ground Lease was December 31, 2001. Currently, Tenant is in its third renewal term which commenced on January 1, 2012 and shall expire December 31, 2016. Notwithstanding any other terms of the Lease, the final Lease expiration date, if all renewal terms are exercised is December 31, 2046. 3. The rent commencement date under the Ground Lease is January 1, 1997. Tenant's base rent under the Ground Lease is $3,079.28 per month. Currently, Tenant pays $949.09 per month as additional rent. Rent shall escalate in accordance with the Second Amendment to Ground Lease Agreement dated November 10, 2009. All rent, additional rent and other charges due and payable under the Ground Lease have been paid through March 31, 2015. 4. Tenant shall remit all rental payments to Landlord at the address stated above unless otherwise indicated below: 5. Neither you nor Tenant is in default under the Ground Lease and there is no event which, with the giving of notice and/or the passage of time, would constitute such a default and you have no claim or defense of any nature whatsoever against Tenant with respect to the Ground Lease and there is no event which, with the giving of notice and/or the passage of time, would constitute the basis of such a claim or defense. 6. You consent to the proposed transaction with the understanding that this consent will be effective only if the transaction closes. Deleted. 8. SBA may from time to time grant to certain lenders selected by SBA and its affiliates (the "Lenders") a lien on and security interest in SBA's interest in the Ground Lease and all assets and personal property of SBA located on the leased space (the "Personal Property') as collateral security for the repayment of any indebtedness to the Lenders. Landlord hereby agrees to subordinate any security interest, lien, claim or other similar right, including, without limitation, rights of levy or distraint for rent, Landlord may have in or on the Personal Property, whether arising by agreement or by law, to the liens and/or security interests in favor of the Lenders, whether currently existing or arising in the future. Nothing contained herein shall be construed to grant a lien upon or security interest in any of Landlord's assets. Should Lender exercise any rights of SBA under the Ground Lease, including the right to exercise any renewal option(s) or purchase option(s) set forth in the Ground Lease, Landlord agrees to accept such exercise of rights by Lenders as if same had been exercised by SBA, and SBA, by signing below, confirms its agreement with this provision. If there shall be a monetary default by SBA under the Ground Lease, Landlord shall accept the cure thereof by Lenders within fifteen (15) days after the expiration of any grace period provided to SBA under the Ground Lease to cure such default, prior to terminating the Ground Lease. If there shall be a non - monetary default by SBA under the Ground Lease, Landlord shall accept the cure thereof by Lenders within thirty (30) days after the expiration of any grace period provided to SBA under the Ground Lease to cure such default, prior to terminating the Ground Lease. The Ground Lease may not be amended in any respect which would be reasonably likely to have a material adverse effect on Lenders' interest therein or surrendered, terminated or cancelled, without the prior written consent of Lenders. If the Ground Lease is terminated as result of an SBA default or is rejected in any bankruptcy proceeding, Landlord will enter into a new lease with Lenders or their designee on the same terms as the Ground Lease within 15 days of Lenders' request made within 30 days of notice of such termination or rejection, provided Lenders pay all past due amounts under the Ground Lease. The foregoing is not applicable to normal expirations of the term of the Ground Lease. In the event Landlord gives Tenant any notice of default under the terms of the Ground Lease, Landlord shall simultaneously give a copy of such notice to Lender at an address to be supplied by Tenant. SBA shall have the right to record of memorandum of the terms of this paragraph. 9. In the event the actual current tower and related improvements lay outside the legal descriptions for the leased area and access, utility and guy wire easements, MY A SBA shall have the right to survey the improvements and record an Amended Memorandum of Lease reflecting the actual current location of the leased area and access, utility and guy wire easements. 10. If requested by SBA, you will execute a Memorandum of Lease to be recorded in the public records containing the metes and bounds description. 11. You (i) have not assigned your interest in the Ground Lease, (ii) are not under agreement to or negotiating an agreement to assign your interest in the Ground Lease, and (iii) will not assign your interest in the Ground Lease except in connection with a sale of the underlying fee title. We would appreciate you reviewing and signing this letter at your earliest possible convenience as we would like to conclude this transaction a quickly as possible. Please fax a copy of this signed letter to my attention at 561- 322-2855 or you may scan and email a copy to me at: Ivianna(c7)sbasite.com. If you prefer to send us a hard copy, you may return the original in the enclosed pre -paid return federal express envelope. Please do not hesitate to contact me at (561) 981-9903, if you have any concerns or questions. Paralegal, Mergers & Acquisitions ACKNOWLEDGED AND CONFIRMED: Village of Elk Grove Village Mayor Craig B. Johnson Name Mayor Craig B. Johnson Date April 28 2015