HomeMy Public PortalAboutResolutions-2022-095Site Name: TIFFIN DT Site Number: 760400
RESOLUTION NO. 2022-095
FIRST AMENDMENT TO GROUND LEASE
THIS FIRST AMENDMENT to Ground Lease ("Amendment") , modifies that
certain Ground Lease, by and between City of Tiffin, having an address PO Box 259,
Tiffin, Iowa 52340-0259, hereinafter referred to as "Landlord", and
, a , having
an address at Attention: Real Estate Lease Administration, 8410 West Bryn_ Mawr
Avenue, Chicago, Illinois 60631, hereinafter referred to as "Tenant".
WHEREAS, Landlord and Tenant entered into this certain aunt=Lease dated
January 29th, 2002, ("Lease") to allow Tenant to locate a teleconath mcati s lase station
located at 472 Roberts Ferry Rd, Tiffin, Iowa 52340, and;
WHEREAS, both parties have determined that the I nees to be amended to
add additional terms to the Lease;
WHEREAS, both parties have determined that th L ease needs to be amended to
add Tenant Right of First Refusal;
Lease.
WHEREAS, both parties desire==t+
forth herein, certain terms of the
NOW THEREFORE ri of these presents, the parties hereby agree
that the Lease is now modi
I. Upon expiration of ,the` final additional term under the Lease, Tenant shall
have the rig Ito review the Lease for up to twenty (20) additional terms of
five (5)=_yearseach (each, an "Additional Renewal Tenn"). Each Additional
Renewa}=Tea shall automatically commence, on the same terms and
andition¢as the Lease, without further action by Tenant, unless Tenant
proles notice of its intent not to renew at least sixty (60) days before the
_:expiration of the then current term.
=A new Section 33. Right of First Refusal. is hereby added to the Lease with
the following language:
33. Right of First Refusal. Tenant (or its successor in interest, assignee or
designee) shall have a right of first refusal ("Right of First Refusal") to purchase (a)
all or any part of the fee ownership of the Premises; (b) any easement rights in or
over all or any part of the Premises; (c) all or any part of Landlord's interest in or
rights under this Lease, including, without limitation, the right to collect rents, or (d)
any other legally recognizable interest in the Premises that Landlord may seek to
transfer (each, "Landlord's Interest") whenever Landlord receives a bona fide offer
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Site Name: TIFFIN DT Site Number: 760400
from an unrelated third party to purchase, directly or indirectly, all or any part of
Landlord's Interest that Landlord desires to accept ("Offer"). If the Offer is part of
a larger transaction, including, without limitation, involving Landlord's Parcel,
equity of Landlord or a larger package of assets which includes the Landlord's
Interest, Landlord shall make a good faith estimate of the portion of such larger
offer price attributable to the Landlord's Interest and provide that price to Tenant.
Prior to accepting such Offer, Landlord shall give Tenant a copy of the Offer and
other relevant documents, including the price and the terms and conditions upon
which Landlord proposes to transfer Landlord's Interest (collectively, the -"Right of
First Refusal Notice"). Tenant shall have sixty (60) days from the receipt° -of such
notice to agree to purchase Landlord's Interest for the price and upon t ote and
conditions specified in the Offer ("Tenant Approval Period").
If Tenant elects to so purchase Landlord's Interest, Tenants call gte VI Landlord
written notice thereof within said Tenant Approval Periot `gAcetance Notice").
If Tenant delivers an Acceptance Notice as provided here en Landlord and
Tenant shall enter into a mutually acceptable pufa and sale agreement
pertaining to such Landlord's Interest (the `-`Purcha a Sale Agreement"),
reflecting the terms of the Offer, as welltt other customary covenants,
representations and warranties contained i purchasend sale agreements for similar
acquisitions in the metropolitan area in whi`eh the Premises is located. The parties
agree to act reasonably and cooperative) unegotiating, executing and delivering
the Purchase and Sale Agreements- t_as otherwise specified in the Offer, at the
closing for the sale of all orarj part'= f the Premises, Landlord shall deliver to
Tenant a special warranty de' (o_focal equivalent), sufficient to convey to Tenant
fee simple title. In the_ ase -�ari signment of the Lease or the grant of an
easement, Landlord shfll instead deliver to Tenant a customary assignment of the
Lease or a customarf easement!
If Tenant does=not e ercis j the Right of First Refusal during the Tenant Approval
Period, then Larrdk rd may proceed to transfer Landlord's Interest upon the same
terms and condrafonsset forth in the Offer; provided such transfer occurs within
threee f onths following the end of the Tenant Approval Period, the transfer is
mad& in ac rdance with all the other terms and conditions of this Lease, and such
purchaser assumes the obligations of Landlord under this Lease including, without
or -Obis Right of First Refusal which shall be an ongoing Right of First
e ar-during the lease term. If Landlord has not transferred Landlord's Interest
within such three (3) month period, or in the event any terms or conditions of the
proposed deal change from the terms and conditions provided in the initial Right of
First Refusal Notice, then Landlord shall not thereafter transfer Landlord's Interest
to an unrelated third party without first renewing the Right of First Refusal Notice to
Tenant in the manner provided above. Tenant's failure to exercise its Right of First
Refusal or its express waiver of its Right of First Refusal in any instance shall not be
deemed a waiver of Tenant's Right of First Refusal for subsequent instances when
Landlord proposes to transfer Landlord's Interest to an unrelated third party during
the lease term. Notwithstanding the foregoing, Landlord's right to sell all or any
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Site Name: TIFFIN DT Site Number: 760400
part of the Premises to a third party shall not be encumbered or restricted, except to
the extent set forth in this Section.
III. In all other respects the Lease is hereby ratified and affirmed without
change.
[END OF AMENDMENT - SIGNATURE PAGE FOLLOWS
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Site Name: TIFFIN DT Site Number: 760400
Printed:
Title:
Date:
Signature Page
IN WITNESS WHEREOF, the parties hereto bind themselves to this Amendment
as of the date of full execution.
LANDLORD: City of Tiffin
TENANT:
By: By: ..
Printed:
Title: Vice
Date:,
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