HomeMy WebLinkAboutRESOLUTION - 31-12 - 7/10/2012 - GROUND LEASE AGREEMENT/AMENDMENTRESOLUTION NO. 31-12
A RESOLUTION AMENDING RESOLUTION NO. 40-96 AND RESOLUTION NO. 42-04
AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A SECOND
AMENDMENT TO GROUND LEASE AGREEMENT BETWEEN THE VILLAGE OF ELK
GROVE VILLAGE AND CROWN CASTLE GT COMPANY LLC (1751 GREENLEAF)
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: IAYES:5 NAYS:O ABSENT:I
PASSED this 10" day of July 2012.
APPROVED this 101h day of July 2012.
APPROVED:
Mayor Craig B. Johnson
Village of Elk Grove Village
ATTEST:
Judith M. Keegan, Village Clerk
G rcnm d LemclnmendC ro,mCasl le
Site Name: 1751 Greenleaf— Elk Grove PW Site
Business Unit No. 817009
SECOND AMENDMENT TO GROUND LEASE AGREEMENT
This Second Amendment to Ground Lease Agreement (this "Amendment") is made this
1Oa' day of July , 2012 by and between Crown Castle GT Company LLC, a
Delaware limited liability company ("Tenant"), as successor -in -interest to Chicago SMSA
Limited Partnership, an Illinois limited partnership ("SMSA"), 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
SMSA and Landlord entered into that certain Ground Lease Agreement with a
commencement date of August 1, 1996 (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 1751 Greenleaf Avenue, Elk Grove Village, Cook
County, Illinois.
A memorandum of the Ground Lease was recorded on September 9, 1996 as Document
Number 96686459 with the Cook County Recorder of Deeds.
SMSA assigned its right, title and interest under the Ground Lease to Tenant pursuant to
that certain Assignment and Assumption Agreement dated June 25, 2001, which was recorded on
September 18, 2001 as Document Number 0010865965 with the Cook County Recorder of
Deeds .(the "Assignment").
The Ground Lease was amended by that certain First Amendment to Ground Lease
Agreement dated October 12, 2004.
Landlord and Tenant wish to further 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:
1. Section 2.2 of the Ground Lease currently provides that there is one (1) remaining
extension term of five (5) years following the current extension term which expires
on July 31, 2016. Section 2.2 of the Ground Lease is hereby amended to provide that
there shall be five (5) remaining extension terms of five (5) years each (each, an
"Extension Term") following the current Extension Term which expires on July 31,
2016. The new final Ground Lease expiration date will be July 31, 2041.
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Site: Elk Grove
BUN: 817009
BH01\15603122
IDW1W - 101460\1173
Site Name: 1751 Greenleaf— Elk Grove PW Site
Business Unit No. 817009
2. In consideration of Landlord's execution of this Amendment, Tenant agrees to pay
Landlord the sum of Ten Thousand and 00/100 Dollars ($16,000.00) 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,
where applicable) by both Landlord and Tenant for any reason, Tenant shall have no
obligation to pay the Bonus to Landlord.
The Ground Lease is fixrther 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 17.1 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 July 31, 2041. 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. 20% of the rent remaining due if terminated during the first remaining Extension
Term (8/1/2016-7/31/2021)
b. 15% of the rent remaining due if terminated. during the second remaining
Extension Term (8/1/2021-7/31/2026)
c. 10% of the rent remaining due if terminated during the third remaining Extension
Term (8/1/2026-7/31/2031)
d. 5% of the.rent remaining due if terminated during the fourth remaining Extension
Term (8/1/2031-7/31/2036)
Site: Elk Grove
BUN: 817009
BHOI\1560312.2
ID\NJW - 101460\1113
Site Name: 1751 Greenleaf —Elk Grove PW Site
Business Unit No. 817009
e. None of the rent remaining due if terminated during the fifth remaining Extension
Term (8/1/2036-7/31/2041)
5. 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:
Crown Castle GT Company 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, / n
Name: ! /Gia9i • John
Title: /Ma
o r
Date: /n a n /
Site: Elk Grove
BUN: 817009
BH01\15603122
IDWJW - 101460\1173
Tenant:
Crown Castle GT Company LLC,
a Delaware limited liability company,
By:
Name:
Title:
Date:
Site Name: 1751 Greenleaf—Elk Grove PW Site
Business Unit No. 817009
Exhibit A
Legal Description of Landlord's Property
The West 110 feet of the East 553.10 feet of Lot 19 (except the North 20.00 feet dedicated for
roadway improvement per Document Number 20804133) in Centex Industrial Park Unit 4, being
a subdivision in Section 35, Township 41 North, Range 11 East of the Third Principal Meridian,
according to the plat thereof recorded November 2, 1959 as Document Number 17701036 as LR
1894159, in Cook County, Illinois.
Tax Parcel Identification Number: 08-35-104-077-0000
Common Address: 1751 Greenleaf Avenue, Elk Grove Village, Illinois 60007
A -I
Site: Elk Grove
BUN: 817009
BH01\15603122
IDWJW - 101460\1173
THIS DOCUMENT PREPARED BY:
DYKEMA GOSSETT PLLC
Nicholas J. Winters, Esq.
39577 Woodward Avenue, Suite 300
Bloomfield Hills, Michigan 48304
AFTER RECORDING RETURN TO:
MEMORANDUM OF SECOND AMENDMENT TO
.GROUND LEASE AGREEMENT
This Memorandum of Second Amendment to Ground Lease Agreement (this
"Memorandum") .is made this 1& day ofT„,y , 2012, 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
CROWN CASTLE GT COMPANY LLC, a Delaware limited liability company ("Tenant"),
whose address is c/o Crown Castle USA Inc., E. Blake Hawk, General Counsel, 2000 Corporate
Drive, Canonsburg, Pennsylvania 15317.
RECITALS
WHEREAS, Landlord and Tenant are the current parties under that certain Ground
Lease Agreement with a commencement date of August 1, 1996, originally by and between
Chicago SMSA Limited Partnership, an Illinois limited partnership ("SMSA"), as tenant, and
Landlord, as landlord (the "Lease");
WHEREAS, a memorandum of the Lease was recorded on September 9, 1996 as
Document Number 96686459 with the Cook County Recorder of Deeds;
WHEREAS, the Lease was assigned by SMSA to Tenant pursuant to that certain
Assignment and Assumption Agreement dated June 25, 2001, which was recorded on September
18, 2001 as Document Number 0010865965 with the Cook County Recorder of Deeds;
WHEREAS,.the Lease was amended by that certain First Amendment to Ground Lease
Agreement dated October 12, 2004;
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
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certain rights and interests thereunder through the recording of this Memorandum with the Cook
County Recorder of Deeds; and
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:
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 August 1, 1996, with eight (8) total. extension terms of five (5) years
each. The term of the Amended Lease, including all extension terms, if exercised, will
terminate on July 31, 2041.
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 refusalpertaining 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 WIIEREOF, Landlord and Tenant have executed this Memorandum as of
the date fust Written above.
STATE OF
COUNTY OF
LANDLORD:
VILLAGE OF ELK GROVE VILLAGE,
an Illinois municipal corporation
By: %�� nsdr�
Name: 2,2/'q '• 10hr7s,-)d
Title: Ma XO r
Date: �u� i �O� -,0 a
ACKNOWLEDGEMENT
) SS
On this, the day of 2012, before me
Notary Public, the undersigned officer, personally appeared
acknowledged him/herself to be the _
Village, an Illinois municipal corporation,
the foregoing Memorandum of Second
purposes therein contained.
who
of Village of Elk Grove
and that he/she, being authorized to do so, executed
Amendment to Ground Lease Agreement for the
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:
Site: Elk Grove
BUN: 817009
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IDWJW - 101460\1173
TENANT:
CROWN CASTLE GT COMPANY LLC,
a Delaware limited liability company
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 Crown Castle GT Company 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: Elk Grove
BUN: 817009
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EXHIBIT "A"
LEGAL DESCRIPTION OF LANDLORD'S PROPERTY
The West 110 feet of the East 553.10 feet of Lot 19 (except the North 20.00 feet dedicated for
roadway improvement per Document Number 20804133) in Centex Industrial Park Unit 4, being
a subdivision in Section 35, Township 41 North, Range 11 East of the Third Principal Meridian,
according to the plat thereof recorded November 2, 1959 as Document Number 17701036 as LR
1894159, in Cook County, Illinois.
Tax Parcel Identification Number: 08-35-104-077-0000
Common Address: 1751 Greenleaf Avenue, Elk Grove Village, Illinois, 60007
A-1
Site: Elk Grove
BUN: 817009
BH01\1560366.1
IDW1W - 101460\1173