O-18-01VILLAGE OF DEERFIELD
LAKE AND COOK COUNTIES, ILLINOIS
ORDINANCE NO. 0-18-01
AN ORDINANCE AUTHORIZING AN EXTENSION OF THE GROUND LEASE
AGREEMENT WITH CROWN CASTLE FOR THE CELL TOWER LOCATED AT
RESERVOIR 29A
PASSED AND APPROVED BY THE
PRESIDENT AND BOARD OF TRUSTEES
OF THE VILLAGE OF DEERFIELD, LAKE,
AND COOK COUNTIES, ILLINOIS, this
20th day of February , 2018.
Published in pamphlet form
by authority of the President
and Board of Trustees of the
Village of Deerfield, Lake and
Cook Counties, Illinois, this
20th day of February , 2018.
VILLAGE OF DEERFIELD
LAKE AND COOK COUNTIES, ILLINOIS
ORDINANCE NO. 0-18-01
AN ORDINANCE AUTHORIZING AN EXTENSION OF THE GROUND LEASE
AGREEMENT WITH CROWN CASTLE FOR THE CELL TOWER LOCATED AT
RESERVOIR 29A
WHEREAS, the Village of Deerfield is the owner of certain property located on Lake
Cook Road at Reservoir 29A that is currently subject to a ground lease agreement with Crown
Castle GT Company LLC ("Crown Castle" for a cell tower wherein the Village receives an annual
base rate and shared revenue from Crown Castle's sub -tenants for the cell tower; and
WHEREAS, Crown Castle submitted a proposal to the Village to extend the current lease
term for an additional thirty years in order to attract and maintain tenants for the cell tower; and
WHEREAS, the Village has negotiated an extension of the ground lease agreement with
Crown Castle (the "Crown Castle Lease Extension" providing for a signing bonus and six (6
five-year automatic renewals as fully set forth in the Crown Castle Lease Extension attached hereto
as Exhibit A and incorporated herein; and
WHEREAS, on January 23, 2018, the Cable and Telecommunications Committee of the
Village of Deerfield held a public meeting to consider the Crown Castle Lease Extension and filed
its report and recommendation to approve the Crown Castle Lease Extension; and
WHEREAS, the President and Board of Trustees of the Village of Deerfield concurred in
the report and recommendation of the Cable and Telecommunications Committee and determined
that the approval of the Crown Castle Lease Extension is in the best interests of the Village of
Deerfield;
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:
SECTION 1: The recitals to this Ordinance are incorporated into and made a part of this
Ordinance as if fully set forth herein.
SECTION 2: The corporate authorities of the Village of Deerfield authorize and approve
the Crown Castle Lease Extension attached hereto and made a part hereof as Exhibit A, by and
between the Village of Deerfield, as Lessor, and Crown Castle GT Company LLC, as Lessee.
SECTION 3: The President and Village Clerk of the Village of Deerfield are authorized
and directed to execute and deliver the Crown Castle Lease Extension and such other instruments
as may be necessary or appropriate to implement and memorialize the Crown Castle Lease
Extension on behalf of the Village of Deerfield.
SECTION 4: 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 5: This Ordinance shall be in full force and effect from and after its passage,
approval and publication in pamphlet form as provided by law.
PASSED this 20th day of February , 2018.
AYES: Benton, Jester, Oppenheim, Seiden, Shapiro, Struthers
NAYS: None
IPA
ABSENT: None
ABSTAIN: None
APPROVED this 20th day of February , 2018.
ATTEST:
Villa e Clerk
JL, L�
Village President
-3-
SECOND AMENDMENT TO COMMUNICATIONS FACILITY GROUND LEASE
(BU 817279)
THIS SECOND AMENDMENT TO COMMUNICATIONS FACILITY GROUND
LEASE ("Second Amendment") is made effective this 9-0{h day of , 2018, by
and between VILLAGE OF DEERFIELD, an Illinois municipal corporation ("Landlord"), and
CROWN CASTLE GT COMPANY LLC, a Delaware limited liability company ("Tenant").
WHEREAS, Landlord and Tenant entered into a Communications Facility Ground Lease
dated June 30, 2006 (as amended and assigned, the "Lease"), whereby Landlord leased to Tenant
a portion of land being described as a 5,625 square feet portion of that property (said leased portion,
together with those certain access, utility and/or maintenance easements and/or rights of way
granted in the Lease being the "Premises") located at 937 Lake Cook Road (Tax Parcel #04-05-
201-006-0000 and 04-05-201-005-0000), Deerfield, Cook County, State of Illinois, and being
further described in Document Number 94635923 in the Cook County Recorder's Office
("Recorder's Office"); and
WHEREAS, Landlord and Tenant entered into that First Amendment to Communications
Facility Ground Lease dated July 16, 2012, which extended the term of the Lease to June 30, 2026,
among other changes, a memorandum of which is recorded in Document Number 1229829038 in
the Recorder's Office; and
WHEREAS, the term of the Lease commenced on July 1, 2006, and has an original term
that will expire on June 30, 2026 ("Original Term"), and Landlord and Tenant now desire to amend
the terms of the Lease to provide for renewal terms beyond the Original Term, and to make other
changes.
NOW THEREFORE, in exchange for the mutual promises contained herein, Landlord and
Tenant agree to amend the Lease as follows:
1. Any capitalized terms not defined herein shall have the meanings ascribed to them
in the Lease. The recitals in this Second Amendment are incorporated herein by this reference.
2. Section 6 of the Lease is deleted in its entirety and replaced with the following:
6. Term of Lease. This Lease shall have an initial term of twenty (20)
years commencing on July 1, 2006, and expiring on June 30, 2026. This Lease
shall automatically be extended, without need of any further documentation,
commencing on July 1, 2026 for six (6) additional five (5) year renewal terms
unless Tenant provides Landlord with notice of its intention not to renew at least
ninety (90) days prior to the expiration of the initial term or the then current renewal
term. As used in this Lease, "term" shall refer to the initial term and the renewal
terms. If not sooner terminated as provided for herein, this Lease shall expire on
June 30, 2056.
3. Section 24 of the Lease is amended by deleting Tenant's notice address and
inserting the following:
Site Name: Northbrook (Lake Cook)
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PPAB 4117229v1
Tenant: Crown Castle GT Company LLC,
c/o Crown Castle USA Inc.
General Counsel
Attn: Legal -Real Estate Department
2000 Corporate Drive
Canonsburg, Pennsylvania 15317-8564
4. The Lease is amended by adding a new Section 30 to the end thereto:
30. Right of First Refusal. 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 this Lease) to purchase fee title, an
easement, a lease, a license, or any other interest in the Premises, or Landlord's
interest in this 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 in the offer, Landlord's
notice shall include the prospective buyer's name, the purchase price and/or other
consideration being offered, the other terms and conditions of the offer, the due
diligence period, and the proposed closing date. If the Landlord's notice shall
provide for a due diligence period of less than sixty (60) days, then the due
diligence period shall be extended to be sixty (60) days from exercise of the right
of first refusal and closing shall occur no earlier than fifteen (15) days thereafter. If
Tenant does not exercise its right of first refusal by written notice to Landlord given
within thirty (30) days, Landlord may convey the property as described in the
Landlord's notice. If Tenant declines to exercise its right of first refusal, then this
Lease shall continue in full force and effect and Tenant's right of first refusal shall
survive any such conveyance. Tenant shall have the right, at its sole discretion, to
assign the right of first refusal to any person or entity, either separate from an
assignment of this Lease or as part of an assignment of this Lease. Such assignment
may occur either prior to or after Tenant's receipt of Landlord's notice and the
assignment shall be effective upon written notice to Landlord.
5. As additional consideration for amending the Lease in accordance with this Second
Amendment, Tenant agrees to pay to Landlord Seventeen Thousand Dollars ($17,000.00) within
sixty (60) days of full execution of this Second Amendment by both parties.
6. Representations, Warranties and Covenants of Landlord. Landlord represents,
warrants and covenants to Tenant as follows:
(a) Landlord is duly authorized to and has the full power and authority to enter
into this Second Amendment and to perform all of Landlord's obligations under the Lease as
amended hereby.
(b) Except as expressly identified in this Second Amendment, Landlord owns
the Premises free and clear of any mortgage, deed of trust, or other lien secured by any legal or
beneficial interest in the Premises, or any right of any individual, entity or governmental authority
Site Name: Northbrook (Lake Cook)
BU: 817279 - 2 -
PPAB 4117229vI
arising under an option, right of first refusal, lease, license, easement or other instrument other
than any rights of Tenant arising under the Lease as amended hereby and the rights of utility
providers under recorded easements.
(c) Upon Tenant's request, Landlord shall discharge and cause to be released
(or, if approved by Tenant, subordinated to Tenant's rights under the Lease as amended hereby)
any mortgage, deed of trust, lien or other encumbrance that may now or hereafter exist against the
Premises.
(d) Upon Tenant's request, Landlord shall cure any defect in Landlord's title to
the Premises which in the reasonable opinion of Tenant has or may have an adverse effect on
Tenant's use or possession of the Premises.
(e) Tenant is not currently in default under the Lease, and to Landlord's
knowledge, no event or condition has occurred or presently exists which, with notice or the passage
of time or both, would constitute a default by Tenant under the Lease.
(f) Landlord agrees to execute and deliver such further documents and provide
such further assurances as may be requested by Tenant to effect any release or cure referred to in
this paragraph, carry out and evidence the full intent and purpose of the parties under the Lease as
amended hereby, and ensure Tenant's continuous and uninterrupted use, possession and quiet
enjoyment of the Premises under the Lease as amended hereby.
(g) Landlord acknowledges that the Premises, as defined, shall include any
portion of Landlord's property on which communications facilities or other Tenant improvements
exist on the date of this Second Amendment.
7. Tenant reserves the right, at its discretion and at its sole cost, to obtain a survey
("Survey") specifically describing the Premises and any access and utility easements associated
therewith. Tenant shall be permitted to attach the Survey as an exhibit to this Second Amendment
and any related memorandum for recording, which shall update and replace the existing
description, at any time prior to or after closing of this Second Amendment.
8. IRS Form W-9. Landlord agrees to provide Tenant with a completed IRS Form W-
9, or its equivalent, upon execution of this Second Amendment and at such other times as may be
reasonably requested by Tenant. In the event the Premises is transferred, the succeeding Landlord
shall have a duty at the time of such transfer to provide Tenant with a completed IRS Form W-9,
or its equivalent, and other related paper work to effect a transfer in rent to the new Landlord.
Landlord's failure to provide the IRS Form W-9 within thirty (30) days after Tenant's request shall
be considered a default and Tenant may take any reasonable action necessary to comply with IRS
regulations including, but not limited to, withholding applicable taxes from rent payments.
9. In all other respects, the remainder of the Lease shall remain in full force and effect.
Any portion of the Lease that is inconsistent with this Second Amendment is hereby amended to
be consistent with this Second Amendment. All of the provisions hereof shall inure to the benefit
of and be binding upon Landlord and Tenant, and their personal representatives, heirs, successors
and assigns. This Second Amendment may be executed in two or more counterparts, each of which
Site Name: Northbrook (Lake Cook)
BU: 817279 - 3 -
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shall be deemed an original and all of which shall constitute one and the same instrument, it being
understood that all parties need not sign the same counterparts.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Site Name: Northbrook (Lake Cook)
BU: 817279 - 4 -
PPAB 4117229v1
IN WITNESS WHEREOF, Landlord and Tenant have signed this instrument under seal,
and have caused this Second Amendment to be duly executed on the day and year first written
above.
LANDLORD:
Village of Deerfield,
an Illinois municipal corporation
By: _(SEAL)
Print Name: A RRi r
Title: n
ATTEST:
?i By: 7,
Print Name: S4�Q
Title: eV-
Site Name: Northbrook (Lake Cook)
BU: 817279 - 5 -
PPAB 4117229v1
IN WITNESS WHEREOF, Landlord and Tenant have signed this instrument under seal,
and have caused this Second Amendment to be duly executed on the day and year first written
above.
TENANT:
Crown Castle GT Company LLC,
a Delaware limited liability company
By: (SEAL)
Print Name: Lisa A. Se . ,WIC [
Title: RET Manager
Site Name: Northbrook (Lake Cook)
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PPAB 41172290