O-13-04VILLAGE OF DEERFIELD
LAKE AND COOK COUNTIES, ILLINOIS
ORDINANCE NO. 0- 13-'
AN ORDINANCE APPROVING AND AUTHORIZING
A GROUND LEASE BETWEEN U.S. BANK NATIONAL ASSOCIATION
AND THE VILLAGE OF DEERFIELD
WHEREAS, the Village of Deerfield is a home rule unit of local government pursuant to
the provisions of Article VII, Section 6 of the Illinois Constitution; and
WHEREAS, as a home rule unit of local government, the Village of Deerfield may
exercise any power and perform any function pertaining to its government and affairs, except as
limited in accordance with Article VII, Section 6 of the Illinois Constitution; and
WHEREAS, the Village of Deerfield has negotiated a certain Ground Lease with U.S.
Bank National Association (U.S. Bank) authorizing the Village to make certain landscape and
park improvements to the leased premises generally located at the northeast corner of Deerfield
Road and Waukegan Road in the Village of Deerfield, and to use the leased premises for a public
park or plaza in accordance with the terms and conditions contained in the Ground Lease
attached hereto as Exhibit A; and
WHEREAS, the corporate authorities of the Village of Deerfield have determined that it
is in the best interests of the Village of Deerfield that the Ground Lease be approved for the
public park uses and purposes stated therein;
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF
TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES,
ILLINOIS, in the exercise of its home rule powers, as follows:
-1-
SECTION 1: That the corporate authorities of the Village of Deerfield do hereby
authorize and approve the Ground Lease by and between U.S. Bank National Association and
the Village of Deerfield, a copy of which is attached hereto as Exhibit A, and do further
authorize and direct the President of the Village of Deerfield to execute said Ground Lease for
and on behalf of the Village of Deerfield.
SECTION 2: That this Ordinance, and each of its terms, shall be the effective legislative
act of a home rule municipality without regard to whether such Ordinance should: (a) contain
terms contrary to the provisions of current or subsequent non -preemptive state law; or, (b)
legislate in a manner or regarding a matter not delegated to municipalities by state law. It is the
intent of the corporate authorities of the Village of Deerfield that to the extent that the terms of
this Ordinance should be inconsistent with any non -preemptive state law, this Ordinance shall
supersede state law in that regard within its jurisdiction.
SECTION 3: That this Ordinance shall be in full force and effect upon its passage and
approval as provided by law.
PASSED this 22- _ day of 'o,,n.�c.cT , 2013.
AYES: Farkos) Je5}ef, O��enht�M� rjkc��'Y�ecS �5�
NAYS: t`1ome.
ABSENT: St:�den C%)
ABSTAIN: Ncne,
APPROVED this 2-2. - day of ��anyc�.,rW )2013.
ATTEST:
C �
Vill ge Clerk
-2-
Village President
GROUND LEASE
THIS GROUND LEASE ("Lease"), dated as of the 22 day of January , 2013,
is between U.S. Bank National Association ("Landlord"), a national banking association, and the
Village of Deerfield, IL ("Tenant"),
WITNESSETH
In furtherance of the undertakings of the parties and in consideration of the mutual
benefits to be derived herefrom, it is agreed:
1. PREMISES. Landlord leases to Tenant upon the terms and conditions herein set
forth, the real property depicted on in Exhibit "A" attached hereto and by this
reference incorporated herein as though frilly set forth (the "Premises").
Notwithstanding the foregoing, Landlord reserves for itself, its employees,
customers, guests and invitees the right to use the Premises for pedestrian ingress
and egress to Landlord's adjacent property and the public sidewalks abutting the
Premises.
2. TERM. The term shall be fifteen (15) years commencing April 1, 2013, and
terminating March 31, 2028, Tenant shall have no right to renew or extend the
term of the Lease. Tenant shall neither have nor acquire any right, title, or
interest, legal or equitable, in the Premises except as acquired by this Lease.
Notwithstanding the foregoing, corturiencing March 31, 2018, either party shall
have the right to terminate the term of this Lease early upon giving not less than
six (6) months prior written notice to the other party. In the event Landlord elects
to terminate this Lease early as set forth in this Section 2 (and not as part of a
default by Tenant, condernnation or other similar event), Landlord shall pay to
Tenant an early termination fee which shall be an amount equal to the product of
cost of the Initial Tenant Improvements and a fraction, the numerator of which
shall be the number of frill calendar months between the date of the early
termination and March 31, 2028 and the denominator of which shall be one
hundred twenty (120).
3. RENT. The rent shall be One and No/100 Dollar ($1.00) per year payable by
Tenant to Landlord at the commencement of the term and on each January 1
thereafter during the term of the Lease. The rent shall be payable to Landlord at
the address set forth in paragraph 19 hereof.
4. IMPROVEMENTS. This is a ground lease and Landlord shall bear no cost or
expense in connection with the making of any improvements to the Premises.
Tenant agrees that it shall make certain landscape and park improvements to the
Premises in a good, careful, and workmanlike manner, free of liens or claims and
at its own cost and expense (not to exceed $100,000.00) (the "Initial Tenant
Improvements"). The Initial Tenant Improvements shall be all landscape and
Deerfield, IL Ground Lease to Village 0
Bank as Landlord
Last Revised: January 2, 2013
park improvements made to the Premises by Tenant which shall be completed on
or before December 31, 2014.
5. USE OF PREMISES. Tenant shall use the Premises for a public park or plaza
and for no other use or purpose. No portion of the Premises may be used or
occupied for the principal or incidental purpose of operating a bank, credit union,
savings and loan, money store, mortgage or loan origination, financial services,
securities brokerage, or insurance services, or for the operation of an automated or
remote teller machine, or for advertising for any of the aforementioned uses.
6. EXPENSES. Except as otherwise expressly set forth herein, this Lease is strictly
"triple -net" to Landlord and Landlord shall not, during the term of this Lease,
bear any cost or expense in connection with the Premises or any improvements
thereto. Tenant hereby assumes and agrees to pay when due and indemnify and
hold Landlord harmless from all costs and expenses in connection with the
Premises and improvements thereto during the term of this Lease including,
without limitation, all utility charges of every type or description, all expenses of
maintenance, repair and alteration. Notwithstanding anything to the contrary
continued herein, Landlord agrees that it shall pay for all taxes, assessments and
other charges imposed on all or any part of the Premises.
7. MAINTENANCE. Tenant agrees to care for and maintain the Premises during
the term of this Lease, at its sole cost and expense, at all times in a neat, clean,
and sanitary condition including, without limitation, landscape maintenance,
removal of trash and debris, and ]seeping the Premises free of hazards and sources
of danger or harm arising out of or attributable to Tenant's improvements to the
Premises or maintenance of the Premises, and shall not permit the use or storage
thereon of any chemical, spray, fertilizer, or other material of a dangerous toxic or
environmentally hazardous nature.
Should Tenant not maintain the Premises as herein required, Landlord may notify
Tenant of such deficiencies and if the deficiencies are not remedied within thirty
(30) days after the giving of such notice Landlord may, at its option and without
limitation to its other rights and remedies hereunder, correct such deficiencies for
the account of Tenant and Tenant shall, upon demand pay and reimburse
Landlord for all costs and expenses incurred by Landlord in correcting such
deficiencies together with a service charge equal to 10% of the total of such costs
and expenses.
8. LAWS/REGULATIONS. Tenant shall at all times exercise its rights under this
Lease and keep and use the Premises in accordance with all applicable statutes,
ordinances, orders, rules, and regulations of any public, quasi -public, or private
authority or entity.
9. RELEASE/INDEMNITY. Tenant does hereby release, indemnify, and promise to
defend and save harmless Landlord from and against any and all liability, loss,
Deerfield, IL Ground Lease to Village 0 2
Bank as Landlord
Last Revised: January 2, 2013
damage, expense, actions and claims (including, without limitation, costs and
reasonable attorneys' fees incurred by Landlord in the defense thereof) asserted or
arising directly or indirectly on account of or out of the acts or omissions of
Tenant and/or Tenant's agents, servants, employees, contractors, guests, invitees,
subtenants or assigns, on or about the Premises or in the exercise of the rights
granted herein. As a material inducement to Landlord entering into this Lease,
Tenant hereby fully assumes as between Landlord and Tenant all risk of and
liability for damage to property or injury or death to persons, upon and about the
Premises from any cause whatsoever except that which is caused by the
negligence of Landlord.
10. INSURANCE. During the term, Tenant shall maintain, or cause to be
maintained: public liability insurance with so called "single limit" coverage of not
less than $5,000,000. All insurance required to be maintained by Tenant
hereunder shall name Landlord as an additional insured and shall be effected
under valid and enforceable policies issued by a reputable insurance company or
companies authorized to do business in the State where the Premises are located.
Upon the commencement of the term, and thereafter not less than ten (10) days
prior to the expiration of any current policy, Tenant shall deliver to Landlord
certificates of all insurance required to be maintained hereunder. Each policy
required to be maintained by Tenant hereunder shall, to the extent obtainable,
contain an agreement by the insurer that such policy shall not be canceled without
at least thirty (30) days prior written notice to Landlord and Tenant. Nothing in
this Lease shall prevent Tenant from carrying the insurance required to be
maintained by Tenant hereunder under a blariket insurance policy or policies
which can cover other properties as well as the Premises; provided, it provides the
coverages required herein.
11. AS -IS, WHERE -IS. Tenant acknowledges that Landlord makes no representation
or warranty whatsoever, express or implied, as to the quality or condition of the
Premises, or the suitability or fitness of the Premises for any use whatsoever,
known or unknown to Landlord. In no event shall Landlord be responsible for
defects or faults, if any, in the Premises or for remedying, repairing or correcting
the same. Tenant acknowledges and understands that Landlord's delivery of
possession of the Premises and plans referenced in Exhibit "A" to Tenant is
strictly "AS -IS, WHERE -IS," "WITH ANY AND ALL FAULTS."
12. PARK/PLAZA NAME. The name, if any, of the park/plaza contemplated by this
Lease will be as mutually agreed upon by Landlord and Tenant. All signs, if any,
placed on or about the Premises shall be subject to Landlord's reasonable prior
approval.
13. HAZARDOUS SUBSTANCES. The term "Hazardous Substances", as used in
this Lease, shall include, without limitation, oil, petroleum, medical waste,
flarrunables, explosives, radioactive materials, asbestos, polychlorinated biphenyl
(PCB's), chemicals known to cause cancer or reproductive toxicity, pollutants,
Deerfield, IL Ground Lease to Village 0 3
Bank as Landlord
Last Revised: January 2, 2013
contaminants, hazardous wastes, toxic substances or related materials, petroleum
and petroleum products, and substances declared to be hazardous or toxic under
any law or regulation now or hereafter enacted or promulgated by any state, local
or federal authorities (the "Authorities").
(a) Tenant agrees to the following with regard to Hazardous Substances and
environmental laws:
(i) Tenant shall not cause any violation of any federal, state, or local
law, ordinance, or regulation now or hereafter enacted, related to
environmental conditions on, or about the Premises, or arising
from Tenant's use, alteration or occupancy of the Premises,
including, but not limited to, soil and ground water conditions; and
(ii) Tenant shall not cause the use, generation, release, manufacture,
refining, production, processing, storage, or disposal of any
Hazardous Substances on, under, or about the Premises, or the
transportation to or from the Premises of any Hazardous
Substances, to the extent any such activity is prohibited by, or
results in liability under, any law regulating the use, generation,
storage, transportation, or disposal of Hazardous Substances
("Laws").
14. ASSIGNMENT. The rights, privileges, and benefits granted herein to Tenant are
personal to Tenant and Tenant may not transfer or assign this Lease.
15. REMOVAL OF TENANT'S PROPERTY AND SURRENDER. All
improvements to the Premises made pursuant to paragraph 4 shall at all times be
and remain the property of Tenant. Tenant at is sole cost and expense shall
remove any structures or buildings placed or installed by Tenant on the Premises,
and reasonably restore the property disturbed by such removal to its condition as
when originally delivered by Landlord upon the expiration or earlier termination
of the Lease.
16. CONDEMNATION. In the event the whole or any part of the Premises are taken
by any public, quasi -public, or private authority or entity under power of eminent
domain or like power, or sold or conveyed under imminent threat thereof, the
term of this Lease shall terminate as to the part of the Premises so taken, sold or
conveyed, effective as of the date possession is required. In the event of a partial
taking the rent for the remaining term shall not be reduced. The entire amount of
any sum awarded for taking or damages shall belong to Landlord and Tenant
waives any claim thereto.
17. LANDLORD'S RIGHT f OF ENTRY THIRD -PARTY RIGHTS. Landlord
reserves to itself the right to enter upon the Premises during the term of this Lease
as may be deemed necessary by Landlord for the purpose of constructing,
Deerfield, IL Ground Lease to Village v7 4
Bank as Landlord
Last Revised: January 2, 2013
developing, maintaining, altering, or repairing property of Landlord adjacent to or
in the vicinity of the Premises and for the purpose of constructing or laying pipes,
conduits, lines, and other facilities for utilities and other services or corulections
to property of Landlord adjacent to or in the vicinity of the Premises, and further
reserves to itself the right to grant easements, licenses, and permits to others
subject to this Lease. Upon completion of any work by Landlord or by others, the
Premises shall be restored at Landlord's expense to as nearly as possible the
condition it was in prior to the conmiencement of such work.
18. TITLE. Landlord does not warrant title to the Premises and shall not be liable for
defect thereto or failure thereof.
19. NOTICES. Notices given under this Lease shall be given as follows:
If to Landlord: U.S. Bank National Association
Corporate Real Estate
2800 East Lake Street [EP-MN-0112]
Minneapolis, MN 55406
Attn: David K. Wright
With a copy to:
U.S. Bank National Association
Corporate Real Estate
800 Nicollet Mall [BC-MN-H21N]
Minneapolis, MN 55402
Attn: Jeffrey W. Shea, Corporate Counsel
If to Tenant: Village of Deerfield
850 Waukegan Road
Deerfield, IL 60022
Attn: Village Manager
With a co17v to:
Peter D. Coblentz
T Rosenthal, Murphey, Coblentz & Donahue
30 N. LaSalle St., Suite 1624
Chicago, IL 60602
Notices shall be deemed effective, if mailed, upon the second day following
deposit thereof in the United States mails, postage prepaid, certified or registered mail,
return receipt requested, or upon delivery thereof if otherwise given. Either party may
change the address to which notices shall be given by giving notice as above provided.
20. DEFAULT. If Tenant shall default in the performance of any of Tenant's
obligations under this Lease or shall violate any term or provision of this Lease,
Deerfield, IL Ground Lease to Village 0 5
Bank as Landlord
Lwst Revised: January 2, 2013
Landlord may, upon giving Tenant any notice required by law, terminate this
Lease and upon such termination Tenant shall quit and surrender the Premises to
Landlord, but Tenant shall remain liable to Landlord as hereinafter provided.
21. LIABILITY NOT DISCHARGED. The expiration or earlier termination of this
Lease shall not release or discharge Tenant from any liability or obligation with
respect to any matter occurring prior to or upon such expiration or termination.
22. ATTORNEY'S FEES. In the event that any suit or action is instituted to enforce
this Lease or make any claim arising hereunder, the prevailing party shall be
entitled to an award for its costs and reasonable attorney's fees.
23. RECORDING. Neither this Lease nor any memorandum or notice hereof shall be
recordcd by Tenant.
24. NON -WAIVER. No failure of Landlord to insist upon the strict performance of
any provision of this Lease shall be construed as depriving Landlord of the right
to insist on strict performance of such provision and any other provision in the
future. No waiver by Landlord of any provision of this Lease shall be deemed to
have been made unless expressed in writing and signed by Landlord. No
acceptance of rent or of any other payment by Landlord from Tenant after any
default by Tenant shall constitute a waiver of any such default or any other
default. Consent by Landlord in any one instance shall not dispense with
necessity of consent by Landlord in any other instance.
25. ENTIRE AGREEMENT. This Lease contains the entire and integrated
agreement of the parties and may not be modified or amended except in writing
signed by the parties.
26. AUTHORITY/BINDING AGREEMENT. Each person signing this Lease on
behalf of Landlord or Tenant warrants respectively that:
A. All corporate or other action necessary for the authorization, execution,
delivery, and performance of this Lease has been duly taken;
B. Such person is fully authorized to sign this Lease; and
C. This Lease has been duly authorized, executed and delivered, and is the legal,
valid, and binding agreement of the party on whose behalf such person has
signed this Lease.
27. GOVERNING LAW. This Lease is made subject to and shall be construed in
accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed as of
the day and year first set forth above.
Deerfield, IL Ground Lease to Village 0 6
Bank as Landlord
Last Revised: Jatttiary 2. 2013
LANDLORD:
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By:
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By:
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TENANT:
VILLAGE OF DEERFIELD
B y:. , /�'� L
Title:
Deerfield, IL Ground Leasc to Villabe v7
Bank as Landlord
Last Revised: January 2, 2013
EXHIBIT A
To be attached
Deerfield, IL Ground Lease to Villa?e v7 Exhibit A
Bank as Landlord
Last Revised: January 2, 2013
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