HomeMy WebLinkAboutRESOLUTION - 22-05 - 5/10/2005 - GROUND SUB LEASE AGREEMENTRESOLUTION NO. 22-05
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A
GROUND SUB LEASE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE
VILLAGE AND GLOBAL SIGNAL INC. ON BEHALF OF SPRINTCOM, INC.
(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 attached
documents marked.
AGREEMENT REGARDING GROUND LEASE
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: 5 NAYS: 0 ABSENT: 0
PASSED this 10' day of May 2005.
APPROVED this 10"' day of May 2005.
APPROVED:
Mayor Craig B. Johnson
Village of Elk Grove Village
ATTEST.
Ann I. Walsh, Village Clerk
GroundLeese ftmtSprtntComW05.doc
Recording requested by
and when recorded
return to:
Global Signal Inc.
301 North Cattleman Road
Suite 300
Sarasota, FL 34232
Attn: General Counsel
AGREEMENT REGARDING GROUND LEASE
THIS AGREEMENT REGARDING GROUND LEASE (this "Agreement") is made as
of May 10 , 2005, between the party identified as "Landlord" on the signature page hereof and
SPRINTCOM, INC., a Kansas corporation ("Tenant").
RECITALS:
A. Landlord and Tenant are now parties to that certain GROUND LEASE
AGREEMENT dated February 5, 2001, a copy of which is annexed hereto as Exhibit A (the "Lease"),
covering certain real property more particularly described on Exhibit A attached hereto (the "Property");
B. Pursuant to an agreement dated February 14, 2005 by and among Tenant, certain
subsidiaries of Tenant and Global Signal, Inc., the Lease and the property related thereto (the "Premises")
will be assigned to an affiliate of Tenant ("Tenant Affiliate"); and, after such assignment, the references
to Tenant herein shall apply to Tenant Affiliate;
C. Pursuant to a sublease (the "Sublease"), Tenant Affiliate will sublease its entire
interest in the Lease to an affiliate of Global Signal ("Subtenant") in exchange for certain prepaid
consideration and Subtenant will then leaseback to Tenant (and/or one or more of its affiliates) the portion
of the leased premises on which Tenant's telecommunications equipment is currently located in exchange
for certain ongoing payments (collectively, the "Lease and Lease Sack Transactions");
D. Certain lenders (each, together with their successors and assigns, a "Lender")
may make a loan to Subtenant or certain of its affiliates secured by a mortgage or other security
instrument encumbering Subtenant's interest in the Sublease; and
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
ELK GROVE VILLAGE FIRE STATION(Clil3XC007)(1080-IL).fiOC
I . Consent. To the extent any such consent is required by the Lease, Landlord hereby
consents (a) to the acquisition by Tenant Affiliate (or any affiliate thereof), directly or indirectly, of
Tenant's interest in the Lease, (b) to the Sublease (and the recording of a memorandum of the Sublease)
and (c) to the Lease and Lease Back Transaction.
2. Estoppel Certificate. Landlord certifies that (and Lender may rely on such
representations) the following statements are true as of the date hereof:
(a) Tenant is the current tenant under the Lease (a full copy of which, including all
amendments thereto, is annexed as Exhibit A , and the Lease is in full force and effect and contains the
entire agreement between Landlord and Tenant with respect to the Property. Landlord is either the owner
of the fee simple interest in the Property or the holder of a valid leasehold interest in the property and the
person or entity signing on behalf of Landlord is authorized to do so and no other person or entity's
signature is required to bind Landlord.
(b) No default exists under the 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 Lease.
(c) No payments to Landlord are required under the Lease for the Lease and Lease Back
Transactions or otherwise in connection with the above consents.
3. Agreement with Res ect to the Lease and Sublease. Landlord hereby agrees with respect
to the Lease as follows:
(a) Lender and Subtenant shall have all of the rights of Tenant under the Lease, including the
right to exercise any renewal option(s) or purchase option(s) set forth in the Lease, and shall have the
right to assign the Sublease subject to Landlord's consent, which shall not be unreasonably withheld,
conditioned or delayed.
(b) Landlord shall deliver to any Lender and Subtenant (in each case at such address as shall
be designated in writing to Landlord) a copy of any default notice given by Landlord to Tenant under the
Lease. No default notice from Landlord to Tenant shall be deemed effective as against any Lender or
Subtenant unless received by such Lender or Subtenant.
(c) If Tenant defaults on any monetary obligations under the Lease, Landlord shall accept a
cure thereof by any Lender or Subtenant within thirty (30) days after delivery of notice of such defaults.
For non -monetary defaults, Landlord shall not terminate the Lease for so long as a Lender or Subtenant is
diligently pursuing a cure of the default, and if curing such non -monetary default requires possession of
the Property, then Landlord agrees to give the Lender or Subtenant a reasonable time to obtain possession
of the Property and to cure such default.
(d) Landlord acknowledges none of Tenant or Tenant Affiliate may terminate, surrender or
cancel the Lease except as provided in the Lease and may not amend the Lease in a manner that
materially increases the liability or obligations of Tenant or Tenant Affiliate or decreases the rights of
Tenant or Tenant Affiliate without the prior written consent of Lender.
(e) If the Lease is terminated by Landlord for any reason, or otherwise rejected in
bankruptcy, Landlord will enter into a new lease with either Lender or Subtenant on the same terms as the
Lease, provided that all past due amounts under the Lease are paid to Landlord within 30 days of notice to
Lender and Subtenant of such termination. 2
ELK GROVE VILLAGE FIRE STATION (CIi13XC0^'1)(1080-1L).DOC
4. Memorandum of Lease. To the extent the Lease or a memorandum thereof has not
previously been recorded, this Agreement shall constitute a "memorandum of lease" under applicable
State law and may be recorded in the applicable public records, the provisions of the Lease (with certain
financial terms redacted therefrom) being as set forth on Exhibit A annexed hereto and made a part
hereof.
5. Notices. All notices sent to any Lender or Subtenant shall be in writing and sent by
United States mail postage prepaid or other reputable courier service at the following address: c/o Global
Signal Inc., 301 North Cattleman Road, Suite 300, Sarasota, FL 34232, Attn: General Counsel; or to such
other address as Lender or Subtenant shall have notified Landlord in writing.
6. Miscellaneous.
(a) If this Agreement is inconsistent with the Lease, this Agreement shall control.
(b) This Agreement shall be binding upon Landlord and its successors and shall benefit each of
Lender and Subtenant and their respective successors and assigns.
(c) This Agreement may not be amended or modified except by a written agreement executed by
Landlord, any Lender and Subtenant. This Agreement may be executed in any number of separate
counterparts and all signatures need not be on the same counterpart.
[SIGNATURE PAGES FOLLOW]
ELK GROVE VILLAGE FIRE STATION(Cli13XC007)(1080-IL).DOC
TENANT
IN WITNESS WHEREOF, the undersigned, by its duly elected officer(s) and pursuant to proper
authority has duly executed, acknowledged and delivered this instrument as its true act and deed.
SPRINTCOM, INC.,
a Kansas corporation
By:
Name:
Title:
ELK GROVE VILLAGE EIRE STATION(CM JXC007)(1080-IL).DOC
LANDLORD
IN WITNESS WHEREOF, the undersigned, by its duly elected officer(s) and pursuant to proper
authority of its board of directors has duly executed, acknowledged and delivered this instrument as its
true act and deed.
VILLAGE OF ELK GROVE,
an Illinois mnicipal corporation
By: Craig B. Johnson
Name: Craig B. Johnson
Title: Mayor
ELK GROVE VILLAGE FIRE STATION(CH13XC007)(1080-IL).DOC
Gfi13 X� oo�- _ K
• GROUND LEASE: AGREEMENT
1: Definitions of Term, 1. sed in this Document:
.
Landlord's Contact Parson
1.10
n rry
Village Manager
Landlord is the owner of
Village of Eik iron e `. illage
c:ntin real property (the "Property')
901 Wellington
with the common address of
Elk Grove Village, II. 60007
676 Mcacham Road, Elk Grove Village,
(847) 439-3900
Illinois, as legally described on Exhibit A
attached to this agreement.
1.2
Landlord
Village of Elk Grove Village
901 Wellington Ave.
Elk Grove Village, IL 60007
1.11
site
That portion of the Property leased by
Landlord to Tenant and all access and utility
1.3
`lame and Address for Payment of Rent
easements conferred herein and as described
Village of Elk Grove Village
on Exhibit B attached to and made a part
901 Wellington Avenue
hereof. Tenant plans to construct on the Site
Elk Grove Village, IL 60007
a masonry equipment enclosure and a 125
Atm: Finance Dept.
foot monopole for the operation of its
Personal communications service system
1.4
Taxpayer ID
facility.
•
E9998-1017-02
1.5
Property Identification Number
1.12
Lease
This Ground Lease Agreement
07-36.100-006.000
including Exhibits A and B.
1.13
Tenant
1.6
Commencement Date
Upon issuance of building permits
SprintCom, Inc., a Kansas corporation
or May 1, 2001, whichever is earlier.
1.7
I=
1.14
Tenant's Contact Person
Five (5) years beginning on
SprintCom Chicago Area Manager
Commencement Date
Ph: (847) 384-3020
Fax: (847) 384-3065
1.8
Initial Rent
$22,500 annually
1.15
Tenant's Address
55,625 quarterly
SprintCom, Inc.
1.9
Renewal Terms
Atm: Director— Network Real Estate
1200 Main Street
Four (4) Five (5) year renewal
Kansas City, MO 64105
terms as described in section 2.2.
With a copy to:
SprintCom, Inc.
9801 West Higgins Road, Suite 370
•
Rosemont, IL 60018
Attn: Chicago Area Manager
0
2: Term and Options to Extend
2.1 Initially. The term of this Lease shall be for five (5) years and terminating on the fifth
anniversary of the Commcnxcment Date (the "Penn'), unless odncrwise terminated as provided in Paragraph
13.
2.2 Option to Extend. the temp of this Lease shall be automatically renewable for four (a)
additional terms of five (5) years each following the Initial Term (hereinafter individually referred to as an
Extension Term) at the annual rental stated below and otherwise upon the same terms and conditions stated in
this Lease. If Tenant desires not to extend any Extension Term of the Lease it shall give Landlord written
notice of its intention nut to extend the term at least sixty (60) days prior to the expiration of the then current
Tenn whereupon the Lease shall be deemed canceled upon the expiration of the then current Term.
2.3 Rent Increases and Deposit.
(A) Rent shall be increased on each annual anniversary of the Commencement Date by
an amount equal to four percent (4%) of the Rent for the previous year.
(B) On or before the Commencement Date, Tenant shall deposit with Landlord the
sum of Five Thousand Dollars ($5,000.00) (the "Security Deposit"). Said Security Deposit
shall be held by Landlord as security for the faithful performance by Tenant of the teens,
covenants and conditions of this Lease. If Tenant defaults under this Lease, which default
is not cured by Tenant as provided in Paragraph 13.1, Landlord may use, apply or retain all
or a pan of this Security Deposit to compensate Landlord for any actual loss, damage or
expense incurred or suffered by Landlord by reason of Tenant's incurred default Prior to
Landlord invading the Security Deposit, it shall first give Tenant written notice of its
intention to do so and with that notice shall provide to Tenant written documentation of the
loss damage or expense for which Landlord seeks compensation from the Security Deposit.
Such notice and documentation shall be provided by Landlord to Tenant within thirty (30)
days after the date of the occurrence which gives rise to Landlord's claimed loss, damage or
expense. Failure to provide such notice and documentation within such time shall result in
a waiver by Landlord of the right to invade the Security deposit. If the Security Deposit is
invaded by Landlord in accordance with this paragraph, Tenant shall restore the Security
Deposit within forty-five (45) days after the notice and demand from Landlord. Landlord
shall return the Security Deposit to Tenant or Tenant's assignee within forty-five (45) days
after the date of expiration or termination of this Lease.
(C) The rent and the annual incremental increases thereof, shall be subject to
renegotiation by the parties on the tenth (10th) and twentieth (20) anniversaries of the
Commencement Date, provided the Lease is so extended. In the event the partes are
unable to agree upon new terms within thirty (30) days after the tenth (10th) or twentieth
(20th) anniversary, then this Lease shall terminate one hundred twenty (120) days
thereafter. In no event shall any new rent be less than the then current rental.
(D) As additional consideration, Tenant shall provide to Landlord a credit for Ten
Thousand Dollars ($10,000.00) toward the purchase of Tenant's wireless telephone
equipment.
E
0
2.4 Construction of Tenant's Facilities:
2.4.1 Construction of Building
Tenant has proposed the construction of a masonry equipment enclosure located on a leased parcel of
land measuring approxir +:ely 40' N 42' to be located as soecified on Exhibit B. Said masonry equipment
enclosure will be constr_, -d to match the brick of the existing Fire Station, and shall accommodate the
Tenant's equipment and :.`.osc of two (2) additional telecommunications providers. Tenant undertakes full
and complete responsibility at all times hereafter for the expenses, quality, and construction of the facility and
its compliance with all code requirements and regulations of govenunental authorities having jurisdiction over
the construction, includine but not limited to compliance with acts effecting construction of public buildings
and service areas used by public employees, and Tenant agrees to remedy or correct any deficiencies with
such compliance. The corstruction shall be processed pursuant to permit and conducted by authorized and
licensed personnel and shat be performed in compliance with local and State requirements for construction
activities upon public property. Tenant acknowledges the Property includes an active Fire Station and the Site
is near a driveway used by Public Works vehicles, and the construction work shall proceed without
interference or disruption, or minimalization of same, to the current operations of the Fire Department and
Public Works operations.
2.4.2 Additional Responsibilities
A solid red warning light will be installed at the top of Tenant's monopole as a warning to aircraft;
provided such light is not prohibited by Federal Aviation Administration (FAA) or Federal Communication
Commission (FCC) rules and regulations. Tenant agrees to relocate existing Fire Department antennae,
• located on a lattice tower on the roof of the Fire Station on the Property, onto the Tenant's monopole at no
expense to the Village. Tenant further agrees to remove and dispose of the existing lattice tower on the Fire
Station at no expense to the Village. Landscaping to be installed at the southern portion of the Property is
subject to final approval of the Village and shall be maintained by Tenant, at Tenant's sole expense, for one
year after planting.
3: Additional Yearly Terms. Intentionally deleted
4: Methods of Payment.
4.1 First Rent Payment. Not later than Fourteen (14) days after the Commencement Date;
Tenant shall pay Landlord Rent for the first calendar Quarter of the Term.
4.2 Subsequent Quarterly Rent Payments. Effective with the fust (1st) day of the second
(2nd) calendar Quarter of the Initial Tenn, Rent shall be payable quarterly in advance on the first (1st) day of
each calendar Quarter. Rent for any fractional period at the beginning or at the end of the Term or Renewal
Term shall be prorated.
4.3 Location for Payment. All rent shall be paid to Landlord at the Address for Payment of
Rent or to another person, firm or place which the Landlord may from time to time designate in writing at
least forty-five (45) days in advance ore rent payment date.
5: Use of Property.
Tenant may use the Site for lawful telecommunications purposes and related site preparation,
. improvements and maintenance purposes in accordance with local rules and governmental regulations, and
such use shall not interfere with Landlord's use of the Property (i.e., if Tenant is making improvements to the
Property, Tenant cannot place equipment or materials in such a manner as to block Landlord's access to the
Property). The Site will be used by Tenant for the purpose of installing, removing, modifying, maintaining,
and operating, at its sole expense, a personal communications service system facility.
• Tenant's use of leased Site and equipment shelter shall be exclusive with the understanding that the
equipment shelter can be ct:liied by nvu (2) other telecommunications carriers subject to the provisions of
Section 6.2 below. Tenant's use of the monopole structure shall be nonexclusive and will not prohibit use by
other telecommunications companies or agencies so long as such other telecommunications equipment do not
unreasonably interfere with the use of'renant's facilities, it being understood that it is the Village's desire to
have co -located facilities.
6: Tenant's Installation.
6.1 Improvements. Tenant has the right to erect, maintain and operate on the Premises radio
communications facilities, including without limitation a monopole, antennae, electronic
equipment, equipment shelter, other personal property, fixtures, cables, transmission lines,
utilities lines and make any other improvements ("Tenant's Facilities"), given Tenant has
obtained applicable building permits from the Village of Elk Grove Village. Tenant may from
time to time replace any of these items with new or different items with the same or different
specifications so long as their installation is otherwise in compliance with this Lease and
applicable laws, ordinances and codes. Tenant's installation shall not interfere with Landlord's
nue of the Property.
6.2 Additional Carriers/Co-location. Except as otherwise provided, Tenant shall retain full
ownership of (and all rights and responsibilities in connection with) Tenant's Facility on the Site
at all times during the tern of this Agreement. Tenant shall have the right and responsibility to
sublease on the monopole to other telecommunications providers ("Other Users") for cc-
• location purposes upon such terms and conditions as Tenant and the Other Users shall negotiate
and agree upon (including the payment of rent, fees, or other expenses from the Other User to
the Tenant, which Tenant shall be solely responsible for collecting), provided that Landlord
shall: (1) retain the right to review and approve the Other User and its proposed installation,
which approval will not be unreasonably withheld; and (2) Landlord shall have the exclusive
right to lease ground space to the Other User, including space within the masonry shelter to be
constructed and owned by the Tenant. Landlord shall be free to negotiate and agree upon the
terms and conditions of any lease of ground space with such Other User and Landlord shall be
entitled to collect, and shall be solely responsible for the collection of, all rent, fees, or other
expenses from Other Users for such leases, provided that Tenant reserves the right to review and
approve any lease between Landlord and any Other User, which approval shall not be
unreasonably withheld. Furthermore, Tenant reserves the right to review plans and
specifications for the Other User's installation and Tenant shall only disapprove of the proposed
use by an Other User if the use would jeopardize the structural integrity of the monopole
structure or would interfere physically or electronically with Tenant's operations or that of
another existing Other User. Both Tenant and Landlord agree to negotiate in good faith with all
prospective Other Users and neither party shall demand financial or legal terns which are
substantially inconsistent with prevailing market conditions in connection with the negotiation
of any lease or payment requirement with any Other User.
6.3 Workmanlike Construction. Tenant agrees that the installation shall be completed in a neat,
workmanlike manner consistent with good engineering practices. All costs of the installation,
including, but not limited to, the cost of extending Landlord's electrical service to Tenant's
equipment, will be paid by the Tenant.
6.4 Title to Various Items. Landlord shall, at all times, be the sole and exclusive owner of the
• Property. The Tenant shall at all times be the sole and exclusive ownt:r of Tenant's Facilities
and other personal property used by Tenant on the Property.
• 6.5 Ingress and Egress. Tenant and its authorized representatives shall have the right of ingress
and egress to and from the Site and access to its equipment twenty-four (24) hours a day, seven
(7) days a week. Landlord shall not have unsupervised access to Tenant's equipment located on
the Site.
6.6 Utilities. Tenant shall pay for all utilities it consumes in its operations at the Site. Landlord
shall cooperate with Tenant in Tenant's efforts to obtain utilities front any location provided by
die Landlord or servicing utility, including signing an easement or other instrument reasonably
required by the utility company.
7: Taxes.
7.1 Tenant shall be solely responsible for and shall timely pay all personal property taxes levied and
assessed against it or its personal property. Tenant shall not be responsible for any real estate,
special assessments or similar taxes relating to the Site except to the extent permitted by statute
for the value of Tenant's leasehold estate and/or the Tenant's Facilities.
7.2 Tenant hereby acknowledges, and agrees to abide by, die terms of the Village of Elk Grove
Village's 3%Telecommunications Tax (Village Ordinance Number 2467), generally applicable
to all providers of telecommunications services in Elk Grove Village.
8: Indemnification.
• Landlord and Tenant hereby agree to indemnify, defend and hold each other harmless from and
against any claim of liability or loss from personal injury or property damage in connection with the Property
or resulting from or arising out of the use and occupancy of the Property by the indemnifying party or its
agents, excepting, however, such claims or damages as may be due to or caused by the acts of the indemnified
parry or its agents. Neither party shall have any obligations under this Paragraph unless notified in writing of
any such claim or loss within thirty (30) business days of receipt by the other party of notice of such claim or
loss.
9. Insurance.
During the Term and Renewal Term of this Lease, Tenant shall carry and maintain commercial
general liability insurance, naming the Landlord as an additional named insured, insuring against liability for
injury to persons or property occurring in or about the property or arising out of the ownership, maintenance,
use or occupancy thereof. Coverage under such policy shall not be less than S 1,000,000.00 per occurrence for
personal injuries and not less than $50,000.00 per occurrence for property damage. In addition, Tenant shall
carry and maintain worker's compensation insurance in the statutory amount throughout the term of this
Lease. Tenant shall provide Landlord with a certificate of insurance evidencing such coverage required by this
paragraph within fifteen (15) days of tate Commencement Date.
10. Landlord's Representations.
In order to induce Tenant to enter into this Lease, Landlord covenants, represents and warrants, as of
the date of this Lease and throughout is Term, as follows:
10.1 Authority. Landlord is solvent and the owner of the Property in fee simple. Landlord has
full authority to execute, deliver, and perform this Lease and is not in default of any mortgage affecting this
Property.
• 10.2 No Condemnation. Landlord has received no actual or constructive notice of any
condemnation or eminent domain proceedings or negotiations for the purchase of the Property, or any part,
instead of condemnation.
0
10.3 No Unrecorded Liens. Landlord has not performed and has not caused to be performed
any work on the Property wring the six months preceding the date of this Lease which could give rise to any
mechanic's or materialmen's hens. There are no unrecorded casements or agreements affecting the Property.
11: Easements.
11.1 Granted. For the Term and Renewal Terms of this Lease, Landlord grants to Tenant,
and its agents, employees, contractors, guests and invitees, a non-exclusive right and easement for pedestrian
and vehicular ingress and egress across that portion of the Land described in Exhibit B. Tenant and its
authorized representatives shall have the right of ingress and egress to and from the Property twenty -Cour (24)
hours a day, seven (7) days a week, at no charge.
11.2 Modifications. If subsequent to the date of this Lease it is reasonably determined by
Tenant that any access or utility easement obtained does not or no longer adequately serves the Property and
Tenant's use thereof, Landlord agrees to cooperate with Tenant to relocate such Easements where practical.
In the event the Landlord is unable to relocate any of the necessary Easements, then at Tenant's option this
Lease may be terminated upon thirty (30) days' prior written notice to Landlord.
12: Assignment.
Tenant may not assien, or otherwise transfer all or any part of its interest in the Agreement of in the
Property without the prior written consent of Landlord, which consent shall not be unreasonably withheld;
provided however, that Tenant may assign or sublet its interest without Landlord's prior written consent to
Sprint Corporation or any subsidiary, affiliate or successor legal entity of Tenant or Sprint Corporation or to
. any entity which acquires a majority ownership interest in Tenant or substantially all of its assets ("Related
Parties"). Landlord may assign this Agreement upon written notice to Tenant, subject to the assignee
assuming all of Landlord's obligations herein, including but not limited to, those set forth in Paragraph 18.
13: Defaults.
13.1 By Tenant, In the event of default under this Lease by Tenant, Landlord shall be entitled to
remedies as shall then be provided by law except that Landlord shall not be entitled to remove any personal
property (including fixtures) on the Property; and provided that prior to, and as a condition precedent to, the
exercise of any remedy, Landlord shall give to Tenant written notice of default to Tenant and the nature of the
default and Tenant shall have thirty (30) days (or, if the default cannot be cured within thirty (30) days, a
longer period as shall be necessary to cure the default, acting with due diligence), after receipt of the notice
within which to cure the default, during which period no remedy shall be pursued. If Tenant fails to etre a
default, in addition to any other remedies available to Landlord. the Landlord may elect to commence eviction
proceedings provided, however, Tenant shall be permitted a six-month stay from receipt of a notice of
eviction at 1100% of the then current quarterly Rent to fund an alternative site.
13.2 By Landlord. If Landlord defaults in any of its obligations under this Lease, in addition to
any remedies available at law or equity, Tenant may perform Landlord's obligation and may offset from the
rent or any other amounts next payable Tenant's costs and expenses of doing so. Notwithstanding anything
else in this Lease, Tenant may defer payment of Rent including the first rent payment, during any period in
which Landlord is in default in any of its obligations under this Lease; has failed to provide or execute or
cause to be provided or executed (a) any document reasonably necessary for Tenant's use of the Property in
the manner contemplated, (b) any license, or (c) any document reasonably necessary to obtain any title
insurance or other necessary or desirable insurance or consent. Notwithstanding the foregoing, in the event of
a default under this Lease, Tenant shall give to Landlord written notice of the default specifying the nature of
the default and Landlord shall have thirty (30) days (or, if the default cannot be cured within thirty (30) days, a
• longer period as shall be necessary to cure the default, acting with due diligence), after the receipt of the notice
within which to cure the default- If Landlord fails to cure a default, in addition to any other remedies available
to Tenant, the Tenant may elect to cancel this Lease.
• la: Condemnation.
In the event of condemnatton, Tenant's share of any condenmation award or proceeds from sale in
lieu of condemnation shall be limited to compensation for Tenant's leasehold interest, antennae,
improvements, transmissica lines, loss of business and equipment, and Tenant's costs of relocation. Tenant
shall not receive any part or portion of condemnation award or sales proceeds relating to compensation for
Property owned by the Landlord.
15: Casualty.
In the event the Properry is destroyed or damaged in whole or in part by casualty during the Term
or Renewal Terms of this Lease then, at Tenant's option (exercised by notice to Landlord), this Lease may
be terminated as of the dare of the event or at any time within 90 days thereafter and no further rent shall be
due under the termination section or any other section of this Lease.
16: Quiet Enjoyment.
Landlord covenants and agrees that upon payment by the Tenant of the rental under this Lease and
upon the observance and performance of all the covenants, terms and conditions on Tenant's part to be
observed and performed, Tenant shall peaceably and quietly hold and enjoy the Property, the rights, and
privileges granted for the tern demised without hindrance or interference by Landlord or any other person and
Landlord shall perform all of its obligations under this Lease.
17: Subordination, Non -Disturbance and Attornment.
• 17.1 Existing Encumbrances. Within thirty (30) days after the execution of this Lease,
Landlord shall deliver to Tenant executed original of non -disturbance and attornment agreements with Tenant
in form satisfactory to Tenant, in Tenant's sole discretion, from any existing mortgage holder or other party
holding an interest in the Property which may take precedence over Tenant's interest in the Property. Failure
by the Landlord to deliver any required non -disturbance and attarnment agreement shall entitle Tenant, at
Tenant's option, to terminate this Lease at any time thereafter and to obtain a refund of all rent and any other
amounts paid to Landlord and, in any case, Tennant shall have no obligation to pay rent or other amounts
under this Lease until Landlord delivers the executed non -disturbance and anomment agreement.
17.2 Subsequent Financing. Tenant shall enter into recordable subordination, non-
disturbance and attomment agreements with the holders of any mortgage, trust deed, installment sale contract
or other financing instrument dated atter the date of this Lease, if the agreements are in form satisfactory to
Tenant.
18: Termination.
18.1 By Tenant. In addition to termination as a result of action or inaction pursuant to other
parts of this Lease, Tenant may terminate this Lease: (a) at any time for any reason upon thirty (30) days
written notice to Landlord and payment of six (6) months rental, or (b) immediately, without payment of any
rent not yet due following written notice to Landlord of either (i) Tenant's inability to secure necessary zoning
and/or Tenant has lost, been denied or failed to satisfy any necessary authorization or radio engineering
criteria to use the Property as contemplated in this Lease, or (ii) Tenant's having obtained a soil test which
shows contamination or budding conditions which in Tenant's judgment are unsuitable for Tenant's purposes,
or (iii) by Tenant if Tenant is unable to occupy and utilize the Premises due to an action of the FCC, including
without limitation, a take back of channels or change in frequencies, or (iv) by Tenant if Tenant determines
. that the Premises arc not appropriate for its operations for economic or technological reasons, including,
without limitation, signal interference.
18,2 By Landlord. Landlord may terminate this Lease following a determination by a qualified
engineer (using appropriate instruments which are properly calibrated) that the power density levels emitted
• from Tenant's equipment located on the Property exceed the American National Standards Institute's
("ANSI") "Safety Levels with Respect to Human Exposure to Radio Frequency Electronic Fields", as set
forth in ANSI Standard C95.1-1982 (or any ANSI Standards which supersede this standard), at points
accessible to and intended for the general public and the inability of Tenant to bring its equipment into
compliance with such standard within sixty (60) days after receipt of a written copy of Landlord's engineering
findings.
18.3 RCMOV21 of Equipment. Upon the expiration or earlier termination of this Leasc, Tenant
shall at its sole expense remove from the Site all of its antennae, antenna structures, equipment enclosures,
transmitting and receiving equipment, transmitting lines, underground wiring, fencing, sidewalks and
foundations, other personal property, fixtures and other improvements, including the masonry shelter, except
that the concrete monopole caisson foundation need only be removed to two feet below grade; provided,
however, in the event Other Users have leased space from Landlord and Tenant for the purpose of co -location,
Tenant shall not remove the monopole or the masonry shelter until the expiration or earlier termination of all
such co -location agreements with the Other Users. Tenant shall have up to ninety (90) days after the effective
date of the expiration, termination, or cancellation of all agreements to complete the removal of all items.
Tenant shall be responsible for the payment of Rent during the 90 day period for removal. If Tenant fails to
remove all items within said 90 day period, Tenant shall pay Landlord triple the then current quarterly rent (or
in the case of annual rental one-fourth of the annual rental) in advance for each ninety (90) day period or
portion thereof Tenant requires to complete the removal.
19: Cooperation.
Landlord agrees to cooperate with Tenant in any efforts by Tenant to secure any governmental
permits necessary to use the Property as contemplated in this Lease, and to join in any application or other
. document reasonably requested by Tenant During the Initial Term or Renewal Term of this Lease, Landlord
shall take no action which adversely affects the uses permitted on the Property. Tenant agrees to cooperate
with Landlord in any efforts to locate Other Users on this Site m outlined in Section 6.2 of this Agreement.
20: Lease Construction.
This Lease shall be constructed in accordance with the laws of the State of where the Property is
located. in the event that any provisions of this Lease art legally unenforceable, the other provisions shall
remain in effect.
21: Entire Binding Understanding; No Oral Modification.
All prior understandings and agreements between the parties are merged into this Lease, and this
Lease may not be modified orally or in any manner other than by an agreement in writing signed by both
parties. Presentation of this Lease by Tenant to Landlord shall not constitute an offer unless the Lease has
been signed by Tenant, and this Lease shall not be binding until executed by both Landlord and Tenant.
22: Successors; Severability.
Subject to the provisions regarding assignment, this Lease shall be binding upon, and inure to the
benefit of, the successors -in -interest and permitted assigns or subtenants of the parties and any grantee of
Landlord.
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23: Notices.
All notices, requests and other writings required under this Lease (including any notices of renewal,
or termination rights) must be in writing and shall be deemed validly given upon the earlier of (i) actual
receipt or (ii) the second business day after the date posted if sent by certified mail, return receipt requested,
addressed to the other patty with copies as set out in the Landlord's Address and Tenant's Address (or any
other address within the United States that the party to be notified may have designated to the sender by like
notice).
24: Performance.
Time is of the essence in this Lease.
25: Broadcast Interference.
25.1 Definition. As used in this Lem, "interference" with a broadcasting activity means:
(A) interference within the meaning of the provisions of the recommended practices of
the Electronics Industries Association (EIA) and the rules and regulations of the Federal
Communications Commission (FCC) then in effect, or
(B) A material impairment of the quality of either sound or picture signals on a
broadcasting activity as may be defined by the FCC at any hour during the period of
operation of activity, as compared with that which would be obtained if no other
broadcaster were broadcasting from the Property or had any equipment on the Property.
252 Interference.
(A) Tenant shall operate Tenant Facilities in a manner that shall not cause physical,
mechanical, radio frequency or signal interference to Landlord and other tenants or
licensees of the Property, provided that thea installation predates the execution of this
Lease. All operations by Tenant shall be in compliance with all Federal Communication
Commission ("FCC") requirements.
(B) Subsequent to the installation of the Tenant Facilities, Landlord shall not permit
itself, its tenants or licensees to install new equipment on the Property if such equipment is
likely to cause physical, mechanical, radio frequency or signal interference with Tenant's
operations. Such interference shall be deemed a material breach by Landlord. In the event
interference occurs, Landlord agrees to take all reasonable steps necessary to eliminate such
interference in a reasonable time period. Landlord shall have the right to install equipment
that is in compliance with all FCC standards and regulations.
(C) Should Landlord or citizens thereof claim interference with thew existing
residential uses due to Tenant Facilities, Tenant shall, at its sole cost and expense, cooperate
with Landlord to determine if Tenant Facilities are the source of such claimed interference.
Such cooperation shall include but not be limited to intermodulation studies. Should it be
determined by such studies that such interference is directly attributable solely to the
operations of the Tenant Facilities on the Property, Tenant, at its sole cost and expense,
shall use its best efforts in taking measures to modify the Tenant Facilities in order to
mitigate such interference to Landlord's reasonable satisfaction.
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26: Environmental Matters.
26.1 Definition_ For purposes of this Lease:
(A) "Applicable Environmental Laws" includes the Comprehensive Environmental
Response, Compensation, and Liability Act, any so called "Superfund" or "Superfien" law,
or any other Federal, state or local statute, law, ordinance, code, rule, regulation, order or
decree regulating, relating to, or imposing liability or standards of conduct concerning any
hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter
in effect.
(E) "Hazardous Material" includes any hazardous, toxic or dangerous waste,
substance or material as that term is defined in Applicable Environmental Laws,
26.2 No Hazardous Material. Neither the Landlord nor, to the best knowledge of Landlord,
any other person has ever caused or permitted any Hazardous Material to be placed, held, located or disposed
of on, under or at the Property or any pari thereof nor any part thereof has ever been used by the Landlord, or
to the best knowledge of the Landlord, by any other person either as a permanent or temporary dump site or
storage site for any Hazardous Material.
26.3 Tenant's Indemnity. Tenant indemnifies the Landlord and agrocs to hold the Landlord
harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any
and every kind whatsoever paid, incurred or suffered by or asserted against Landlord for, with respect to, or as
• a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge,
emission, discharging or release form the Property or into or upon any land, the atmosphere, or any
watercourse, body of water or wetland, of any Hazardous Material (including, without limitation, any losses,
liabilities, damages, injuries, costs, expenses or claims asserted or arising under applicable Environmental
Laws) caused by or in the control of Tenant.
26.4 Landlord's Indemnity. In all other cases, Landlord indemnifies the Tenant and agrees to
hold the Tenant harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses
and claims of any and every kind whatsoever paid, incurred or suffered by or asserted against Tenant for, with
respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage,
spillage, discharge, emission, discharging or release from the Property or into or upon any land, the
atmosphere, or any watercourse, body of water or wetland, of any Hazardous Material (including, without
limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under
Applicable Environmental Laws).
26.5 Survival. The provisions of and undertakings and indemnification set out in this Section
shall survive the termination of this Lease.
27. Waiver of Landlord's Lien.
(a) Landlord waives any lien rights it may have concerning the Tenant Facilities which are deemed
Tenant's personal property and not fixtures, and Tenant has the right to remove the same at any time without
Landlord's consent.
(b) Landlord acknowledges that Tenant has entered into a financing arrangement including
promissory notes and financial and security agreement for the financing of the Tenant Facilities (the
"Collateral") with a thud party financing entity (and may in the future enter into additional financing
. arrangements with other financing entities). in connection therewith, Landlord (i) consents to the installation
of the Collateral; (ii) disclaims any interest in the Collateral, as fixtures or otherwise; and (iii) agrees that the
Collateral shall be exempt from execution, foreclosure, sale, levy, attachment, or distress for any Rent due or
to become due and that such Collateral may be removed at any time without recourse to legal proceedings.
fi
28. Costs of Enforcement
In the event that either party defaults in the performance of its obligations pursuant to this Lease and
the other party incurs attorney's fees or other costs and expenses in the successful enforcement of the
provisions of this Lease, the prevailing party shall be entitled to collect from the other party its costs of
enforcement, including but not limited to reasonable attorney fees.
AGREED as of the later of the two dates below:
TENANT
Village of rove Village, SprintCom, inc.,
an 111iny c�i/pal_Coo ooration a Kansas Corporation L,r �J
Name: MICHAEL S.
11,
Craig g B. Johnson ROMESBURB
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Title: Mgy or
Date: December 4. 2000
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Title: DIRECTOR OF SITE DEVELOPMENT
Date: .2-5-01
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EXHIBIT "A"
DESCRIPTION OF LAND
Exhibit "A" to the Lease dated December 4 20DQ between the
VILLAGE OF ELK GROVE VILLAGE, an Illinois municipal corporation, as Landlord, and
SprintCom, Inc., a Kansas Corporation, as Tenant.
The Land is described and/or depicted as follows:
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
NVEST HALF OF THE NORTHWEST QUARTER OF SECTION 36, TOWNSHIP 41 NORTH,
RANGE 10 EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY, ILLINOIS.
Common address: 676 Meacham Road, Elk Grove Village, IT, 60007
PIN'No 07-36-100-006
0 EXHIBIT "B"
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DESCRIPTION OF SITE
Exhibit "B" to the Lease dated December 4, .2000between the
VILLAGE OP ELK GROVE VILLAGE, an Illinois municipal corporation as Landlord, and
SprintCom, Inc., a Kansas Corporation, as Tenant.
The Premises are described and/or depicted as attached hereto.
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