HomeMy WebLinkAbout6.6 A RESOLUTION AUTHORIZING PAYMENT TO THE MOUNT PROSPECT PUBLIC LIBRARY AND EXERCISING RENEWAL OPTION UNDER THE TERMS OF A GROUND LEASE AGREEMENTMr�GauC �'d'+rt;�iect
Item Cover Page
Subject• • TO
MOUNT• PUBLIC LIBRARY AND
EXERCISING RENEWAL OPTION
TERMS OF • UND LEASE AGREEMENT
Meeting March 21, 2023AR MEETING OF •
PROSPECT •A'D
Fiscal Impact true
Dollar Amount $1.00
Budget Source
Category CONSENT AGENDA
Type Consent
Information
In December 2002, the Village entered into a ground lease with the Mount
Prospect Public Library to facilitate the construction of a multi-level parking
structure now known as the Emerson Street Parking Deck. The parking structure
was built partially on Library property and partially on Village property. The
structure benefits both the Library and the Village as well as the downtown
business district. This resolution authorizes the payment to the Mount Prospect
Public Library the annual lease amount pursuant to the agreement and reports on
compliance for both the Village and Library with all material terms of the lease.
The annual lease payment is $1.00.
The current term of the Ground Lease Agreement expired at the end of 2022. The
Agreement allows the Village the option to extend the term for six (6) additional
consecutive terms of twenty (20) years each. This resolution authorizes the
Village to exercise the renewal option under the terms of the Agreement for a
second, twenty-year term. This term will expire December 2042. The Mount
Prospect Public Library supports the extension of the Ground Lease Agreement as
attached; both corporation counsels have reviewed and agreed upon the
language. The Ground Lease Agreement is scheduled to be reviewed and approved
at the Library's April 20, 2023 Board Meeting.
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Alternatives
1. Pass a resolution authorizing the annual lease payment of $1.00 to the Mount
Prospect Public Library for property used for the Emerson Street Parking
Deck.
2. Action at discretion of Village Board.
Staff Recommendation
Pass a resolution authorizing the annual lease payment of $1.00 to the Mount
Prospect Public Library for property used for the Emerson Street Parking Deck.
ATTACHMENTS:
VOMP Library lease agreeemnt 2023.pdf
village hall library deck plan.pdf
Res Ground Lease Agreement with Library 30 S. Emerson St (Emerson Street Parking
Deck) (003).pdf
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RENEWED GROUND LEASE
BETWEEN
THE BOARD OF TRUSTEES OF
THE MOUNT PROSPECT PUBLIC LIBRARY
LANDLORD
AND
THE VILLAGE OF MOUNT PROSPECT TENANT
MARCH , 2023
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TABLE OF CONTENTS
ARTICLEI..................................................................................................................................... 5
GRANT....................................................................................................................................... 5
1.01 Grant.........ro............................................................................................................... 5
ARTICLEII..............................................................................................................µ,.........,...,..,,.. 5
CONDITION.............................................................................................................................. 5
2.01 Condition of Land and Improvements...................................................................... 5
2.02 Condition of Title and Survey................................................................................... 5
ARTICLEIII................................................................................................................................... 6
TERM......................................................................................................................................... 6
3.01 Initial Term............................................................................................................... 6
3.02 Option to Extend....................................................................................................... 6
3.03 Lease Commencement Date..................................................................................... 6
ARTICLEIV.................................................................................................................................. 6
RENT.......................................................................................................................................... 6
4.01 Annual Base Rent.................................p,......,..,...............................,......,..,..,.....,.,,,, 6
4.02 Net Lease............................................................................................p......,.........,.... 6
ARTICLEV.................................................................................................................................... 7
USEAND OCCUPANCY.......................................................................................................... 7
5.01 Quiet Enjoyment....................................................................................................... 7
5.02 Use............................................................................................................................ 7
ARTICLEVI.................................................................................................................................. 7
IMPROVEMENTS; PERFORMANCE STANDARDS; LIENS; MAINTENANCE:
COMPLIANCE: SURRENDER................................................................................................. 7
6.01 Improvements........................................................................................................... 7
6.02 Performance Standards............................................................................................. 8
6.04 Maintenance .................................................. ................................................ .,..........8
6.05 Compliance with Legal Requirements...................................................................... 9
6.06 Surrender...................................................................................................................9
ARTICLEVII ............................................................................................................................... 9
IMPOSITIONS AND UTILITIES............................................................................................ 9
7.01 Impositions Defined................................................................................................ 9
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7.02 Payment of Impositions.......................................................................................... 10
7.03 Landlord's Right to Pay Taxes............................................................................ 10
7.04 Utility Payments ............... ......ro.......,,..,......,......,.....,.,,,......,.............. ....................... 11
7.05 Interruption of Utilities.................---................,..,..,......,,.....,......,....,................... 11
ARTICLEVIII.............................................................................................................................. 11
INSURANCE AND DAMAGE AND DESTRUCTION......................................................... 11
8.01 Public Liability And Worker's Compensation Insurance... ................ ................. 11
8.02 Property Insurance.................................................................................................. 11
8.03 Form and Amount of Insurance.............................................................................. 11
8.04 Damage or Destruction........................................................................................... 12
8.05 Indemnification by Tenant ............ ................a...,.,.............. ..,..... ,...,........................ 12
ARTICLEIX................................................................................................................................ 12
CONDEMNATION.................................................................................................................. 12
9.01 Definitions .......................................... ............................. ................,.............. ..,.......12
9.02 Notice of Taking: Representation........................................................................... 13
9.03 Total Taking............................................................................................................ 14
9.04 Substantial Taking........................... ................... ......................... .....,..wm....,b...,...,.w. 14
9.05 Partial Taking.......................................................................................................... 14
9.06 Temporary Taking................................................................................................... 14
9.07 Separate Claims...................................................................................................... 14
ARTICLEX.................................................................................................................................. 14
ASSIGNMENT AND SUBLETTING .............. a......,,...........,.,,........ ...,...........,....................... 14
10.01 Binding Effect......................................................................................................... 14
10.02 Assignments and Subleases.................................................................................... 14
ARTICLEXI................................................................................................................................ 15
MORTGAGES.......................................................................................................................... 15
11.01 Leasehold Mortgage............................................................................................... 15
ARTICLEXII............................................................................................................................... 15
DEFAULT................................................................................................................................ 15
ARTICLEXIII.............................................................................................................................. 17
MISCELLANEOUS PROVISIONS......................................................................................... 17
13.01 Access by Landlord................................................................................................. 17
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13.02
Brokers Fees ...... .........................w...,.,.....,.,,.......,..,....... ......,....... ....,...... ..... --- .....
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13.03
Gender/Number, ....... ......... ......... ....
18
ARTICLEXIV..............................................................................................................................
18
ENVIRONMENTAL CONDITIONS......................................................................................
21
14.02
Tenant's Construction.............................................................................................
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14.03
Indemnification By Tenant.....................................................................................
22
14.04
Landlord's Right To Receive Reports.....................................................................
22
14.05
Survival....................................................................................................................23
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GROUND LEASE
THIS RENEWED GROUND LEASE (the "Ground Lease") is made as of the day of
January 2023 (the "Effective Date') by and between the Board of Trustees ofthe Mount Prospect
Public Library (the "Landlord"), having a principal business address at 10 South Emerson Street,
Mount Prospect, Illinois 60056, and the Village of Mount Prospect (the "Tenant"), having a
principal business address at 50 South Emerson Street, Mount Prospect, Illinois 60056.
RECITALS
A. Landlord is the owner of fee title to certain land and improvements commonly
known as 30 South Emerson Street, Mount Prospect, Illinois ["Emerson Street Parking Deck"] and
legally described in Exhibit A attached hereto (the "Land"); and
B. The parties hereto desire to enter into a ground lease pursuant to which Landlord
will lease the Land to Tenant and Tenant will accept the same from Landlord.
In consideration of the Recitals and the mutual covenants hereinafter contained, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties, Landlord and Tenant hereby agree as follows:
ARTICLE I
GRANT
1.01 Grant. Landlord hereby leases to Tenant the Land and all easements and
appurtenances belonging to or in any way pertaining to the Land, and Tenant hereby accepts the
same, in accordance with the terms and conditions hereinafter set forth.
ARTICLE II
CONDITION
2.01 Condition of f.and and In� �wc!]L) n . The Land is leased to Tenant in its "as is"
"where is" condition.µ Landlord shall have .no obligation to perform any improvements, alterations,
additionsl repairs or replacements thereto or to obtain any other licenses or permits.
2.02 C,ondimt,ion of 'Title and Survey. Landlord shall furnish to Tenant upon or before
execution and delivery of this Agreement by Tenant copies of any surveys, title policies or other
title evidence in its possession covering the Land. Tenant may in its sole discretion, order a title
commitment for an ALTA leasehold title insurance policy insuring Tenant's leasehold interest in
the Land with extended coverage over the printed general exceptions and an endorsement insuring
any access easement that may be necessary to use the Land as contemplated by this Agreement.
The title commitment and policy shall be subject only to normal and customary exceptions, and
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such other exceptions as Tenant may approve in writing (all of which are herein referred to as the
"Permitted Exceptions"). Tenant shall pay the cost of such title commitment and policy.
ARTICLE III
TERM
3.01 Term. The term of this Ground Lease shall commence on the Lease
Commencement Date set forth in Section 3.02 and shall continue for a term of twenty (20) years
(the "Term"), unless sooner terminated as provided herein.
3.02 Option to Extend. Provided that no Material Event of Default has occurred and is
continuing, Tenant shall have the option to extend the Term for up to five (5) additional
consecutive periods of twenty (20) years each. Tenant shall exercise the option to extend, if atall
in Tenant's sole and absolute discretion, by sending written notice to Landlord not less than 90
days prior to the then -current expiration date.
3.03 Lease Commencement Date. The Ground Lease shall commence on the Effective
Date (the "Lease Commencement Date").
ARTICLE IV
RENT
4.01 AnnualmBase �Rent. Commencing on the Lease Commencement Date, and on each
anniversary thereafter throughout the Term, Tenant shall pay to Landlord, in cash or cash
equivalents, at the address provided for notice to Landlord, or at such other place as Landlord may
from time to time hereinafter designate to Tenant in writing, annual base rent of One Dollar and
No/100 ($1.00) ("Rent"), it being understood and agreed that Tenant shall not charge any of
Landlord's patrons and staff for the use of the Parking Facility. Payment of Rent shall be in the
form of a resolution and shall appear on the agendas of both Landlord and Tenant annually.
Notwithstanding the foregoing, in the event that Tenant shall institute any charge, fee or other
required payment to patrons using the Parking Facility on a pay per park basis, Tenant shall pay to
Landlord, on a quarterly basis, fifty percent (50%) of the net receipts (as hereinafter defined) with
respect to the portion of the Parking Facility located on the Land as measured by square footage.
Net Receipts shall be defined as the dollar amount of actual receipts, whether by cash, check, credit
card, charge account for access to or services rendered with respect to the Parking Facility on a
pay per park basis, less annual life cycle and maintenance costs ("Life Cycle Costs") set forth on
Exhibit B attached hereto and made a part hereof.
4.02 Ne " �L.eas"'. Rent payable hereunder shall be net to Landlord, so as to yield to
Landlord the Rent specified herein during the Term, and all costs, expenses and obligations of
every kind and nature whatsoever relating to the Land (including, without limitation, Life Cycle
Costs and Impositions as defined in Section 7.01) or are imposed upon or are to be performed by
Tenant as provided hereunder shall be paid by Tenant. Tenant shall also pay, without notice or demand,
and without abatement. deduction or set-off, in addition to Rent, all sums, taxes, assessments, utility
expenses, costs and other payments which "tenant in any of the provisions of this Ground Lease agrees to
pay, and in the event of any non-payment thereof; such non-payment shall be deemed a non-payment of
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Rent due hereunder, and Landlord shall have all the rights and remedies provided for herein or by law in the
case of non-payment of Rent.
ARTICLE V
USE AND, OCCUPANCY
5.01 Qqi t; 1 njoyn e a„i. Subject to Section '1 3.01. Landlord agrees that, so long as this
Ground Lease remains in effect and Tenant is not in default of its obligations hereunder, Tenant
shall quietly hold, occupy and enjoy the Land throughout the Term without any hindrance, ejection
or molestation by Landlord or anyone claiming by, under or through Landlord.
5.02 Use. Tenant shall use the Land solely as a multi-level parking facility ("Parking
Facility") as permitted by applicable Legal Requirements (defined in Section 6.05). The Parking
Facility shall consist of a reasonable number of parking spaces, including handicapped parking
spaces in numbers and locations required by applicable legal requirements. Landlord and Tenant
shall work together in good faith to periodically review and, if necessary or advisable in the
reasonable judgment of Landlord and Tenant, revise accordingly the number or location of spaces
for Landlord's use and employee parking. Other than those spaces leased to commuters or
downtown residents pursuant to Section 4.01, and the spaces dedicated to employee parking, the
Landlord's patrons shall have access to all other parking spaces in the Parking Facility on a first
come - first served basis. Landlord and Tenant shall review, on a periodic basis, the feasibility of
lifting restrictions governing exclusive parking for Landlord's and Tenant's employees during
evenings and weekends so as to maximize general public parking. The total number of parking
spaces, including handicapped spaces, available to Landlord shall at all times be deemed to satisfy
Landlord's parking requirements with respect to any zoning ordinance applicable to Landlord's
Facility. In the event that Tenant shall desire to hold any special event in the Parking Facility which
would disrupt or in any way interfere with access to the Parking Facility for Landlord's patrons or
employees, such special event shall require Landlord's prior written consent, which consent shall
not be unreasonably withheld, conditioned or delayed.
ARTICLE VI
IMP
11 MIW:.' TS._.�.PEµl.F,.ill',t_l'iCMt;TANDARDSa._LIENS;,MAINTENANCE:�
COMPLIANCE: SURRENDER
6.01 ITIProvt:.tttettts. Subject to Landlord's prior written consent, which consent shall not be unreasonably
withheld conditioned or delayed, Tenant shall have the right, at any time and from time to time; to (1) erect,
construct, and install on the Land improvements and equipment; (ii) make alterations, additions to any
improvements, or any part thereof hereafter erected, constructed or installed on the Land; and (iii) repair,
replace or remove improvements, equipment and structures; provided that none of the foregoing actions
shall materially reduce the fair market value of the Land or have a material adverse effect on Landlord's
Facility. All costs incurred by Landlord in employing Landlord's Consultants in connection with any review
of the foregoing plans, specifications and permits with respect to Integration With and Impact on Landlord's
Facility (not including scheduled, routine or emergency maintenance and repairs to the Parking Facility)
shall be reimbursed to Landlord by Tenant promptly following presentation of an invoice therefor. The cost
of Landlord's Consultants' review shall not exceed Two Thousand Five Hundred and No/100 Dollars
($2,500.00), to be adjusted in accordance with the CPI for Chicago as annually published by the U. S.
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Department of Labor, Bureau of Labor Statistics. In addition, Tenant shall not remove or demolish any of
the improvements which would have a material adverse effect on Landlord's Facility unless Tenant (1)
replaces such improvements with other improvements of equal or greater quality and value; (2) notifies
Landlord of its intent to do so at least thirty days prior to commencement of such construction; (3) delivers
all exterior plans, specifications and elevations showing the general placement of the improvements, with
setbacks from all lots lines, location and dimension of parking areas, driveways and service areas to
Landlord with the notice of intent; and (4) delivers to Landlord copies of all permits required with respect
to the improvements. Any and all improvements to the Land and any and all alterations, modifications,
enlargements, additions, substitutions or replacements thereof or thereto made by Tenant during the Term
shall be and remain the property of Tenant throughout the Term, and Tenant is entitled to all depreciation,
deductions, amortization, and tax credits, if any, arising from ownership thereof. Upon expiration of the
Term or termination of the Ground Lease; (i) title to the improvements constructed by Tenant and located
on the Land shall be and become the sole and absolute property of Landlord and shall be surrendered to
Landlord at that time, free and .clear of the liens of any mortgages, deeds of trust, mechanics, laborers or
materialmen and all other liens and encumbrances, other than any such liens and encumbrances incurred by
Landlord; (ii) upon Landlord's request, Tenant shall promptly execute, acknowledge and deliver to Landlord
in recordable form a quitclaim deed conveying to Landlord all right, title and interest of Tenant in and to
the Land; and (iii) pursuant to any such conveyance Landlord and Tenant shall each be prohibited from
taking any action that would adversely impact the other's interest in that portion of the Parking Facility
located on such party's land.
6.02 Performance Standards. All improvements constructed by Tenant shall be
constructed with materials approved for such use by industry standards, in a good and workmanlike
manner, and in accordance with all Legal Requirements.
6.03 Liens. Tenant shall not cause or permit any liens to attach to, be placed on or filed
against the Landlord's interest in the Land under this Ground Lease in connection with any
construction, alteration, demolition, repair or restoration work Tenant performs or causes or
permits to be performed on the Land. If, however, at any time, in connection with the planning,
construction, alteration, demolition, repair or restoration work Tenant performs or causes to be
performed on the Land, any liens of mechanics, laborers or materialmen shall be filed against,
attached to or placed on the Land under this Ground Lease, "Tenant shall, at its expense, cause the
same to be discharged, by payment, bonding or otherwise provided by law within thirty
(30) days after Tenant receives notice that the lien was filed, except for such liens that may have
been incurred by Landlord or arisen from Landlord's actions. Nothing herein contained shall in
any way prejudice the rights of Tenant to contest in good faith to final judgment or decree any
such lien prior to payment thereof, provided that, Tenant shall (a) cause a title insurer to "insure
over" such lien or (b) furnish and keep in effect a surety bond of a responsible and substantial
surety company in an amount sufficient to pay 150% of the amount of such contested lien claim
with all interest thereon and costs and expenses incurred with respect thereto. Upon final
determination of the validity of any such contested lien or claim, Tenant shall immediately pay the
amount finally determined to be due thereon including any the amount of judgment or decree
rendered in connection therewith with all proper costs and charges and shall cause any such lien
to be released of record without cost to Landlord, and during the pendency of any such contest,
Tenant shall save and keep Landlord harmless from any claim or loss by reason thereof.
6.04 Maintenance. Tenant shall, throughout the Term, at no expense to Landlord, keep
the Land in good repair and in a safe, clean, sightly and sanitary condition, in conformity with all
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Legal Requirements including, without limitation, all landscaping, maintenance, groundskeeping
and snow and ice removal. Landlord shall have no obligation to maintain or repair the Land
whatsoever. Except as specifically set forth herein, Tenant shall have no obligation to perform
landscaping, maintenance, groundskeeping and snow and ice removal on Landlord's Facility.
6.05 Corn Wliance with 1�9!1AL&qqi1 ' ei-nents. Tenant shall, throughout the Terrn, at no
expense to Landlord, promptly comply with all (1) applicable laws, ordinances, regulations and
orders of federal, state or municipal governmental entities or agencies having jurisdiction over the
Land or over Tenant's existence including, without limitation, certificates of occupancy, (ii)
policies of insurance applicable to the Land, and (Iii) all covenants, conditions or restrictions
affecting the Land (collectively, the "Legal Requirements,.). Landlord shall not enter into any
additional covenants, conditions or restrictions affecting the Land after the Effective Date without
the prior written consent of Tenant, which consent shall not be unreasonably withheld. Tenant may
by appropriate proceedings conducted promptly at Tenant's expense, in Tenant's name, or,
wherever necessary, in Landlord's name, contest in good faith the validity or enforcement of any
Legal Requirements, and Tenant may defer compliance with the same during such contest,
provided Tenant diligently prosecutes such contest to a final determination by the authority having
jurisdiction thereof, and providing such contest and deferment do not subject Landlord to any fine,
penalty or other civil or criminal liability. Tenant shall not conduct or permit any person to conduct
any unlawful activity on the Land or any use or activity in violation of (a) any Legal Requirements
including, but not limited to, zoning or other real estate use laws or ordinances, or (b) any private
restrictive covenants applicable to the Land. Furthermore, Tenant shall not cause or allow any
activity which would violate any Legal Requirements or which would otherwise constitute a
nuisance. or reasonably objectionable intrusion into or interference with the use of any surrounding
property.
6.06 Surrender. Except as provided in Article IX or XIII, Tenant shall, upon termination
of this Ground Lease, following good faith discussions with Landlord at once surrender and deliver
up the Land and the portion of the Parking Facility located on the Land to Landlord. Pursuant to
any such surrender, Landlord and Tenant shall each be prohibited from taking any action that would
adversely impact the other's interest in that portion of the Parking Facility located on such party's
land.
ARTICLE V11
IMPOSITIONS AND UTILITIES
. . . . ................ -.-
7.01 1!i 1 sitions Detined. As used herein, "Impositions" shall mean real estate taxes, ad
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valorem property taxes, assessments, -rent taxes, transfer taxes, leasehold taxes, water and sewer
rates and charges and other governmental charges, general and special, ordinary and extraordinary,
if any, which are assessed, levied, confirmed or imposed during the Term on the Land. The parties
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acknowledge that as of the date hereof, the Land is not subject to any impositions. However, if, at
any time during the Term, the method of taxation prevailing at the commencement of the Term
shall be altered so that any new tax, assessment, levy. imposition or charge, or any part thereof,
shall be measured by or be based in whole or in part upon the Ground Lease, the Land, or the rent,
additional rent or other income therefrom and shall be imposed upon the Landlord, then all such
taxes, assessments, levies, impositions, or charges, or the part thereof, to the extent that they are
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so measured or based, shall be deemed to be included within the term "Impositions" for the
purposes hereof to the extent that such Impositions would be payable if the Land were the only
property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as
herein provided with respect to the payment of Impositions.
7.02 Piynrerrt of IWpg,,jitioris.
(a) C)bliatiot to Pav Commencing with the Lease Commencement Date, all
Impositions which relate to the Land or Tenant's leasehold estate and which shall thereafter be
made, levied, assessed or imposed by a governmental authority, if any (regardless of when same
may be payable) shall be the responsibility of, and paid by, Tenant. Payment of Impositions shall
be made directly to the taxing authority making such levy, and if Impositions may be paid in
installments, Tenant may do so. Tenant shall deliver to Landlord copies of the official receipts of
such taxing authorities and other proof evidencing -timely satisfaction of Tenant's obligation to pay
Impositions, promptly after the receipt thereof by Tenant. Impositions attributable to the Land for
the periods prior to the Lease Commencement Date and after the Term (regardless of when same
may be payable) shall be the sole responsibility of Landlord.
(b) Right to Contest Impositions. Tenant may, at any time, in good faith and
upon reasonable grounds, dispute er contest, by appropriate proceedings, the validity or amount of
any Impositions for which Tenant is liable hereunder. If the notice required hereunder is so given
by Tenant to Landlord and such contest is conducted in good faith by Tenant, and if, during any
such contest, Tenant shall also take whatever action is necessary to prevent (i) any foreclosure or
divesting of Tenant's interest in the Land, (ii) the public sale or foreclosure of any lien for any
Impositions, (iii) Landlord from incurring or being exposed to any criminal or civil liability
pursuant to this Ground Lease, and (iv) the collection of any Impositions not paid during such
contest, then Landlord shall not, pending the termination of such legal proceedings, pay, remove
or discharge such tax, assessment or other charge. Provided that Tenant has complied with this
Section 7.02(b). Tenant shall not, in the event of and during the bona fide and diligent prosecution
of such proceeding, be deemed to be in default in respect to the subject matter of such proceeding.
Tenant further agrees that any such contest shall be prosecuted to a final conclusion as speedily as
is reasonably possible. Landlord agrees to render to Tenant any and all reasonable assistance, at
no cost to Landlord, in contesting the validity or amount of any such Impositions, including (if
required) joining in the signing of any protests or pleadings which Tenant may reasonably deem
advisable to file. As to any Impositions not assessed to a separate and distinct tax lot, and as to
which each party shall have liability hereunder, Landlord and Tenant shall, in good faith,
coordinate any efforts to contest such Impositions.
7.03 Landlord's Ri ht to Pay_Taxes. If Tenant has not complied with the terms governing
its right to contest set forth in Section TO2?2(`, or if Tenant fails to comply' with any other provision
of Section 7.02. Landlord may (a) pay any Impositions or other- charges made a lien upon the Land
after such Impositions or other charges become delinquent or (b) subject to applicable Legal
Requirements. redeem the Land from any sale that may be made of the same for such Impositions.
Landlord need not inquire into the validity of such Impositions or other charges or any tax sale
before making payment as provided in this Section. In the event Landlord makes any payments in
accordance with this Section. Landlord shall have the remedies set forth in Article XIII.
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7.04 l ltil avnl llt.s. Commencing with the Lease Commencement Date and continuing
throughout the Term, Tenant shall pay or cause to be paid all charges, assessments or truces for
gas, electricity, water, sewer, telephone, rail and other utility services incurred in connection with
Tenant's use and occupancy of the Land.
7.05 Interru t�of Utilities. Landlord shall have no liability or responsibility for any loss
or damage occasioned 'by any interruption or failure in the supply of any utility services to the
Land or occasioned by any required termination of such utility services necessary to effect repairs
or improvements or occasioned by any other cessation of such utility services for any cause or
reason other than any interruptions or failures wholly caused by the intentional acts of Landlord or
its employees, agents and contractors. Landlord makes no representations or warranties with
respect to the availability of electrical power to the Land provided, however, Landlord and Tenant
shall work together in good faith to coordinate with respect to electrical power requirements. No
such interruption, termination or cessation of utility services shall relieve Tenant of any of its duties
and obligations pursuant to this Lease, including, without limitation, its obligation to pay all Rent
as and when the same shall be due.
ARTICLE VIII
INSURANCE AND DAMAGE AND DESTRUCTION
8.01 Public Liability And Worker's Compensation Insurance. Tenant shall maintain, at
its cost, general liability insurance including contractual liability insurance insuring as "named
insureds, Landlord and Landlord's trustees, officers, directors, agents and employees (the
"Landlord Protected Parties") and Tenant from all claims, demands or actions made by or on behalf
of any person or persons, firm or corporation and arising from, related to or connected with the
Land, for bodily injury to or personal injury to or death of any person or more than one person or
for damage to property in an amount and in forms currently carried by Tenant or other similarly
situated municipal corporations. Said insurance shall be written on an "occurrence" basis and not
on a "claims made" basis.
8.02 11EU)erty Insurance,. Tenant shall procure and maintain policies of insurance, at its
own cost and expense, insuring the improvements and the personal property at any time situated
on the Land against loss or damage by fire, lightning, wind storm, hail storm, aircraft vehicles,
smoke, explosion, riot or civil commotion as provided by the Standard Fire and Extended Coverage
Policy and all other risks of direct physical loss as insured against under Special Form "all risk"
coverage. The insurance coverage shall be for not less than 100% of the full replacement cost of
the improvements and not less than 90% of the replacement cost of the personal property, all
subject only to such deductibles as Tenant shall reasonably determine. Landlord and Tenant shall
be jointly named as the insureds and loss payees with respect to any improvements located on the
Land.
8.03 Form and Amount of Insurance. All of the aforesaid insurance shall be in companies
or organizations customarily providing insurance to municipal corporations. A copy of Tenant's
insurance or binder together with satisfactory evidence of payment of the premiums thereon shall
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be deposited with Landlord prior to the Lease Commencement Date, and annually prior to each
expiration of such insurance policies required to be maintained hereunder. Tenant and Landlord
shall, at Landlord's written request, annually review in good faith the insurance maintained under
Section 8.01 hereof as to its adequacy. In addition, but not more frequently than once every five
years during the Term, Landlord may at its expense obtain the opinion of an insurance consultant
as to whether or not the insurance being maintained is customary with respect to similar uses by
municipal corporations and is adequate (when considered together with applicable deductibles) to
protect the personal property and the Land. The Landlord and Tenant shall in good faith discuss
the need for any additional insurance recommended by such consultant.
8.04 Damage or, Destruction If any part of the Improvements shall be damaged or
destroyed by fire or any other casualty, Tenant shall, within a reasonable time after the date of the
damage or destruction, which shall not exceed ninety (90) days, at its cost, commence necessary
repair or restorations of the Improvements to a state equal to or better than the condition of the
same immediately prior to the damage or destruction. Net insurance proceeds received by Tenant,
shall be disbursed to Tenant for such purpose. However, under no circumstances shall the
occurrence of a fire or other casualty to any improvements or any personal property located on the
Land give either party the right to terminate this Ground Lease, and neither Rent nor other charges
shall be reduced or abated following damage or destruction or during the period of repair,
restoration or rebuilding.
8.05 lladctmnilicatitatu by T l q Tenant shall, at all times during the Term, be in
exclusive control and possession of the Land as provided herein, and Landlord shall not in any
event whatsoever be liable for any injury or damage to any property or to any person happening
on or about the Land, nor for any injury or damage to any property of Tenant, or of any other
person contained or located thereon or therein except such injury or damage as may be caused by
the intentional acts of Landlord or any of the Landlord Protected Parties. Subject to the
preceding sentence, Tenant shall indemnify, defend and save harmless the Landlord Protected
Parties from all claims, demands, actions, causes of action, suits, judgments, liabilities, losses,
damages, costs, or expenses (including court costs and reasonable attorney's fees) incurred by or
asserted against the Landlord Protected Parties, or any of them, whether for property damage,
personal injury or otherwise, which arise out of Tenant's use and occupancy of the Land or out of
any other act or omission of Tenant or its agents, employees or invitees, at any time. All provisions
of this Section 8.05 shall survive the expiration or termination of the Lease and Landlord's sale or other
transfer of the Land.
ARTICLE IX
CONDEMNATImON
9.01 Definitions. The following definitions apply to a taking of or damage to all or any
part of the Land or any interest therein or in the improvements located thereon by eminent domain
or condemnation.
(a) "Taking" means the taking or damaging, including severance damage, by
eminent domain or by condemnation or for any public or quasi -public use under any statute,
whether the transfer of title results from (i) the recording of a final order in condemnation or (ii) a
voluntary transfer or conveyance to the condemning agency or entity under threat of
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condemnation, either (A) in avoidance of an exercise of eminent domain or (B) while
condemnation proceedings are pending. The Taking shall be considered to occur as of the later of
the date of recording of such final order or the date actual physical possession is taken by the
condemnor.
(b) 'J'o1aJl"l aking" means the Taking of the fee title to all the Land.
(c) " ubst t" t%�Il _'1°akin" means the Taking of the fee title to at least twenty-
five percent (25%) of the Land, if in the reasonable opinion of the Tenant, such Taking prevents
or impedes Tenant in the operation of the Land for its intended purpose on a feasible economic
basis.
(d) "Partial Taking" means any Taking of the fee title to the Land that is not
either a Total Taking or a Substantial Taking.
(e) " once of* lnteiided. 'I'a%ir� "means any notice or notification expressing an
existing intention of Taking, as distinguished from a mere preliminary inquiry or proposal. It
includes, but is not limited to, the service of a condemnation summons and complaint on a party
to the Ground Lease. The Notice of Intended Taking is considered to have been received when a
party to the Ground Lease receives from the condemning agency or entity a notice of intent to take,
in writing, containing a description or map of the Taking reasonably defining the extent of the
Taking.
(Ij "Award" means compensation paid for the Taking whether pursuant to
judgment or by agreement or otherwise.
9.02 Notice of Taking:Representation.
(a) Notice. The party receiving any notice of the kinds specified below shall
promptly give the other party notice of the receipt, contents and date of the notice received:
(i) Notice of Intended Taking;
(ii) Service of any legal process relating to condemnation of the Land;
(iii) Notice in connection with any proceedings or negotiations with
respect to such a condemnation; or
(iv) Notice of intent or willingness to make or negotiate a private
purchase, sale, or transfer in lieu of condemnation.
(b) Representation. Landlord, and all persons and entities holding under
Landlord, and Tenant, and all persons and entities holding under Tenant. shall each have the right
to represent their respective interests in each proceeding or negotiation with respect to a Taking or
intended Taking and to make full proof of such party's claims. No agreement, settlement, sale, or
transfer to or with the condemning authority shall be made without the consent of Landlord and
Tenant. Landlord and Tenant each agree to execute and deliver to the other any instruments that
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may be required to effectuate or facilitate the provisions of the Ground Lease relating to
condemnation.
9.03 J"'otal J'Ain . Upon the occurrence of a Total Taking, the Ground Lease shall
terminate as of the date Tenant is deprived of possession of the Leased Premises, and the Award,
whether separately granted or as part of a unit award, shall be allocated between Landlord and
tenant based upon the then fair market value of their relative interests in the Land. Subject to the
terms and conditions set forth above, the valuation of Landlord's and Tenant's interests in this
Ground Lease and, therefore, in an Award, shall be mutually agreed upon by Landlord and Tenant.
9.04rM b t.air tial Taking,. Upon the occurrence of a Substantial Taking, Tenant shall have
the option to terminate the Ground Lease by giving written notice thereof to Landlord not later
than sixty (60) days after the date of the Taking. If Tenant does not elect to terminate the Ground
Lease, such Taking shall be deemed a Partial Taking. If Tenant elects to terminate the Ground
Lease, the Award shall be allocated in the same manner as set forth in Section 9.03.
9.05 P.artial Takin . In the event of a Partial Taking, the Ground Lease shall terminate
only as to the part of the Land so taken and shall continue in full force and effect with respect to
the part not taken, without abatement, reduction or other effect upon the Term or the obligation of
Tenant to pay in full the Impositions and other sums to be paid by Tenant. Following any Taking,
Tenant shall restore, repair, or rebuild any improvements on the Land to bring the remaining
improvements into compliance with Legal Requirements,
9.06 Ternorary Taking. If all or any portion of the Land is taken for temporary use or
occupancy, the Ground Lease shall continue in full force and effect without reduction of any Rent
or other charges payable to Landlord. Tenant shall be entitled to make claim for, recover and retain
any Awards recoverable in respect to such Taking, except that if such Taking shall be for a period
extending beyond the expiration of the Term of the Ground Lease, Landlord shall be entitled to
receive such portion of the Award as shall be attributable to the portion of such period occurring
after expiration of the Term.
9.07 Seraa�at wC�laims. Nothing contained in this Article shall prevent Landlord or Tenant
from filing or prosecuting separately their respective claims for the taking of their personal
property or for moving expenses.
ARTICLE X
ASSIGNMENT AND SUBLETTING
10.01 Bindn f1fect. The Ground Lease shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted assigns.
10.02 Assi�ents anci Subleases. Except as expressly set forth below, Tenant shall not,
without the prior written consent of Landlord, which consent Landlord may withhold in its sole
and absolute discretion, (i) assign, transfer, mortgage, pledge, hypothecate or encumber or subject
to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it,
(ii) allow to exist or occur any transfer of or lien upon this Lease or the Tenant's interest herein by
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operation of law, (iii) sublet the Premises or any part thereof except as contemplated by Section
4.01 hereof, or (iv) permit the use or occupancy of the Premises or any part thereof for any purpose
not permitted under Se' ction ' 5.02 of this Lease or by anyone other than the Tenant and Tenant's
employees except as contemplated by Section 4.01 hereof. In no event shall this Lease be assigned
or assignable by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event
shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy,
insolvency or reorganization proceedings, except as provided by law. Tenant shall give Landlord
written notice of any proposed assignment of the Lease, and such notice shall provide (a) the name
and address of the proposed assignee, (b) the terms of the proposed assignment, (iii) the most
recent financial statements of the proposed assignee, and (iv) such other information as Landlord
may reasonably request. No assignment shall relieve Tenant of any of its obligations under this
Lease. Any assignment made by Tenant without Landlord's consent in violation of this ,Section
10.02(a) shall be voidable at Landlord's option, shall constitute an Event of Default. Landlord's
consent to any one assignment shall not be deemed a waiver of this Section- 10.02 a with respect
to any subsequent assignment nor a consent to any subsequent assignment.
ARTICLE X1
MORTGAGES
11.01 Leasehold Moqgi&. Tenant shall not at any time permit any leasehold mortgage
to be placed upon the Land.
ARTICLE X11
DEFAULT
12.01 Events of Default. The following shall constitute "Events of Default":
(a) Tenant shall fail to pay Rent at the time required, any Imposition
or any other monetary obligation, payment or deposit required under this Ground Lease when due,
and such failure shall continue for a period often (10) business days following written notice from
Landlord to Tenant; or
(b) Non-pqrfoi�Mane. Tenant shall fail to observe or perform any of the other
material covenants, terms or conditions contained in the Ground Lease, and such failure shall
continue and not be cured for a period of thirty (30) days after written notice by Landlord to Tenant,
providedi
that f the default is not reasonably capable of being cured within thirty (30) days, an
Event of Default shall occur only if the Tenant fails promptly to commence such cure or falls
thereafter diligently to pursue such efforts to completion; or
(c) flan krij.wtcy: Receivershjj2. (1) Tenant files a petition in bankruptcy or for
reorganization, arrangement or other relief pursuant to any present or 'future federal or state
bankruptcy law or tinder any similar present or future federal or state law, or Is adjudicated a
bankrupt or insolvent, or an order for relief is entered against it, or makes an assignment for the
benefit of its creditors, or admits in writing its inability to pay its debts generally as they become
due, or if a petition or answerp roposing the adjudication of Tenant as a bankrupt or a
reorganization of Tenant under any present or future federal or state bankruptcy law or any similar
550348 -1
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present or future federal or state law is filed in any court and such petition or answer is not
discharged or denied within sixty (60) days after the filing thereof, or (ii) a custodian, receiver,
trustee or liquidator of Tenant or all or substantially all of the assets of Tenant is appointed in any
proceeding brought by or against Tenant and is not discharged within sixty (60) days after such
appointment or Tenant consents to or acquiesces in such appointment, or (iii) all or a substantial
part of the assets of Tenant are attached, seized, subjected to a writ or distress warrant or are levied
upon, unless such attachment, seizure, writ, warrant or levy is vacated within sixty (60) days.
12.02 Landlord's Rights Upon an_Event of Defaull. Subject to the provisions of Article
XII, upon the occurrence of an Event of Default by Tenant, or at any time thereafter during the
continuance of such Event of Default, Landlord may take any one or more of the following actions
and shall have the following rights against Tenant:
(a) rerm N"ts"t"i"on. Landlord may elect to terminate the Ground Lease by giving no less
than thirty (30) days' prior written notice thereof to Tenant and upon the passage of time specified in such
notice, this Ground Lease, the estate hereby granted and all rights of Tenant hereunder shall terminate as
fully and completely and with the same effect as if such date were the date herein fixed for expiration of
the Term, except that Tenant shall remain liable as provided in S t_rl12.02
..
.d .
(b);`urtent �i ama es. In the event of any termination of this Ground Lease by
reason of the occurrence of an Event of Default, Tenant shall pay to Landlord the Rent and other
sums required to be paid by Tenant for the period to and including the date of such termination or
repossession. Thereafter, until the end of what would have been the Term in the. absence of such
termination or repossession, and whether or not the Land or any part thereof shall have been relet,
Tenant shall pay to Landlord as liquidated and agreed current damages the Rent and other sums
which would be payable to Landlord under this Ground Lease for the remainder of the Term by
Tenant in the absence of such termination or repossession, less the proceeds, if any, of any
reletting, after deducting from such proceeds all of Landlord's expenses reasonably incurred in
connection with such reletting (including, without limitation, all repossession costs, brokerage
commissions, legal expenses, attorney's fees, employee expenses, alteration costs and expenses of
preparation for such reletting). Tenant will pay such current damages on the days on which Rent
would have been payable under this Ground Lease in the absence of such termination, and
Landlord shall be entitled to recover the same from Tenant on each such day.
(c) Rights Cumulative Non, -Waiver. No right or remedy herein conferred upon
or reserved to either party hereto is intended to be exclusive of any other right or remedy, and each
and every right and remedy shall be cumulative and in addition to any other right or remedy given
hereunder or now or hereafter existing at law or in equity or by statute. In addition to the other
remedies provided in this Ground Lease, each party shall be entitled, to the extent permitted by
applicable law, to injunctive relief in case of the violation or attempted or threatened violation of
any of the covenants, agreements, conditions or provisions of this Ground Lease, or to a decree
compelling performance of this Ground Lease, or to any other remedy allowed at law or in equity.
(d) Landlords s C into f t�re If Tenant fails to pay any Impositions, utilities
charges described in Article�VII, insurance premiums described in Article VIII; the cost of any of
the repairs or maintenance required to be made by Tenant pursuant to the Ground Lease or any
other charges. costs or expenses required to be paid under the Ground Lease.
then after giving
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Tenant notice and opportunity to cure as required by tions 12.01 or 12.02, Landlord shall have
the right, but not the obligation, to make all such payments or to perform such repairs or
maintenance and to pay the cost thereof, and in addition to its other remedies under this Article
XII, Landlord shall have the option of requiring Tenant to repay to Landlord the amount of such
payments (which shall be deemed additional Rent hereunder) on demand with interest after
demand at a rate per annum (the "Default Rate") equal to two percent (2%) plus the prime rate
(also known as the base rate or reference rate), as published from time to time in W1,") e Wahl Street
Journal or such other reasonably equivalent index which may then be available, as liquidated
damages.
(e) Late Jjayjnent, Default Rate. If Landlord does not receive payment of any
installment of Rent, any Imposition or any other sum required to be paid by Tenant to Landlord
hereunder within ten (10) business days after notice to Tenant of the delinquency, such sum shall,
in addition, bear interest at the Default Rate form the due date until the date paid.
(f) Maximum date. Nothing contained in Sections 1,?.0�oz jj),2.(.e), shall
be construed to require Tenant to pay interest in excess of the maximum rate permitted by law. If
the Default Rate or late charge is deemed usurious, then the rate specified in said Sections shall be
reduced to the maximum lawful rate.
(g) Landlord's Lien. Landlord shall have a lien against Tenant's leasehold
estate, the improvements constructed by Tenant and all property of Tenant located on the Land to
secure any obligations of Tenant to Landlord arising pursuant to the provisions of this Ground Lease
12.03 Tenant's Rights Upon an Event of Default. _In the event of a,default by Landlord
in its obligations pursuant to this Lease, Tenant's remedy and right of recovery with respect to
money damages shall be limited to Landlord's interest in the Land.
12.04 NoIt11 lei 1LIA eerr. The failure of either party to insist upon strict performance of
any of the covenants or conditions of the Ground Leas or to exercise any option herein conferred in
any one or more instances shall not be construed as a waiver or relinquishment for the future of any
such covenant, condition, or option, but the same shall be and remain in full force and effect. The
receipt by Landlord of any Rent or any other sum payable hereunder with knowledge of the breach
of any covenants or agreements contained herein shall not be deemed a waiver of such breach.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
13.01 Acce s V Landlord. Landlord or Landlord's agents, representatives or employees
shall have the right at any time upon at least twenty-four (24) hours' verbal notice (except in
emergencies or suspected emergencies, in which case only such notice, if any, as may be feasible
under the circumstances shall be required) to enter upon the Land for- the purposes of inspecting
the same, determining whether Tenant is complying with this Ground Lease, curing (as permitted
herein) any default by Tenant (except in the case of an emergency or suspected emergencies
threatening injury to a person or Land, in which case no notice is necessary), and, during the last
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two (2) years of the Term, showing the Land to prospective tenants. Landlord shall notify Tenant
in writing in the event of any such non-compliance.
13.02 Brokers'l-ecs. Tenant represents that Tenant has dealt with no brokers in connection
with this Lease and Tenant agrees to indemnify and hold Landlord harmless from all damages,
liability and expense (including reasonable attorneys' fees) arising from any claims or demands of
any other broker or brokers or finders for any commission alleged to be due such broker or brokers
or finders in connection with its having introduced Tenant to the Land or participating in the
negotiation with Tenant of this Lease. Landlord represents that Landlord has dealt with no brokers
in connection with this Lease and Landlord agrees to indemnify and hold Tenant harmless from
all damages, liability and expense (including reasonable attorneys' fees) arising from any claims
or demands of any other broker or brokers or finders for any commission alleged to be due such
broker or brokers or finders in connection with its having introduced Landlord to the Land or
participating in the negotiation with Landlord of this Lease.
13.03 Gender and Number. ' " Words of any gender used in the Ground Lease shall be held
to include any other gender, and words in the singular shall be held to include the plural, when the
sense requires.
13.04 Notices. Notices, statements and other communications to be given under the terms
of the Ground Lease shall be in writing and sent by fax, certified or registered mail, or by
commercial courier, return receipt requested, and addressed as follows:
If toLandlor&
------ . ...................... -
Mount Prospect Public Library
10 South Emerson Street
Mount Prospect, IL 60056
Attn: Executive Director Su Reynders
Fax: 847-253-0642
Voice: 847-253-5675
Emai1:.srgy,nder.sj,ij"i
Wj , �A :
Co
— I? �.1�2
Mark Ritzman c/o
Peregrine, Stime, Newman, Ritzman & Bruckner
221 E. Illinois Street
P.O. Box 564
Wheaton, IL 60187
Attn: Mark Ritzman, Esq. and
Roger Ritzman, Esq.
Fax: 630-665-1900
Voice: 630-665-0407
Email: mritznjan(6_i),p,�jub.com and rritzrnijq? ��(L
Email: .... _ "I ...... _g�_qEt_ - m
If to Tenant:
55034b I
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Village of Mount Prospect 50 South Emerson Street Mount Prospect, IL 60056
Attn: Village Manager Michael Cassady Lijc
847-392-6000
Will) 41)_CopYjq:
Klein, Thorpe & Jenkins, Ltd. 20N. Wacker Drive
Suite 1660
Chicago, IL 60606
Attn: Lance MaIiiia 1cmalipart7kt la cwe, ,11t
312-984-6420
or at such other address or by such other acceptable means as from time to time designated by the
party receiving the notice in accordance with the procedures set forth herein. The effective date of
such notices shall be the date such notices are received or refused by the party to whom the notice
is given. Proof of successful delivery or transmission shall be provided upon request.
13.05 Appjj� ' able " L ' aw. The intemal laws of the State of Illinois applicable to agreements
made or to be performed in Illinois or to Land located in that state shall govern the validity,
performance and enforcement of the Ground Lease.
13.06 Partial Invalidity. If any provision of the Ground Lease shall be invalid or
unenforceable it shall not affect the validity of any other provisions of the Ground Lease so long
as the enforcement of such other provisions is not materially inconsistent with the pal -ties' intent
as expressed in this Ground Lease.
13.07 RecordiuY. Landlord and Tenant will execute for purposes of recordation in the
appropriate recording office a memorandum or short form of the Ground Lease containing the
names of the parties, a description of the Land, the Term, and such other provisions as either party
may reasonably require. Each party agrees that it will not record the Ground Lease in its entirety.
13.08 1
Headings as to the contents of particular sections herein are inserted
only for convenience and are in no way to be construed as a part of the Ground Lease or as a
limitation on the scope of the particular section to which they refer. The parties hereto acknowledge
that each has been represented by competent counsel in the review and negotiation of this Lease
and that the theory of construction construing the Lease against the drafter thereof shall be
disregarded.
13.10 BindilIg The covenants, conditions and agreements contained in the Ground
Lease shall bind, apply to and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
13.11 No Partnership. It is expressly understood that Landlord shall not be construed or
held to be a partner of Tenant and that the relationship between the parties hereto is and shall at all
times remain that of landlord and tenant.
550348,11
13.12 1`--olmCer
stel tificates. At any time and from time to time within fifteen (15) days
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after the request of the other party, but not more frequently than twice per year, Landlord or Tenant
will execute, acknowledge, and deliver to the other party, a certificate certifying:
(a) That the Ground Lease is unmodified and in full force and effect (or, if there
have been modifications, that the same is in full force and effect as modified and stating such
modifications);
(b) Whether there are any existing defaults by the other party, to the knowledge
of the party making such certification, specifying the nature of such defaults, if any;
thereof, and
(c) Whether the Lease Commencement Date has occurred and, if so, the date
(d) Such other matters as may be reasonably requested.
13.13 Holding Over. The Ground Lease shall terminate without further notice at
expiration of the Term. Any holding over by Tenant or any party claiming by, through or under
Tenant after expiration shall not constitute a renewal or extension or give Tenant any rights in or
to the Land. In the event of any holding over, Landlord may exercise any and all remedies available
to it at law or in equity to recover possession of the Land and for damages. If the holding over
occurs at the expiration of the Term or by reason of a termination by mutual agreement of the
parties, and continues in excess of thirty (30) days, Landlord may, as an alternative remedy, elect
that such holding over shall constitute a renewal of this Ground Lease for one (1) year, and upon
all of the other covenants and agreements contained in this Ground Lease.
13.14 Time is of the Essence. Time is of the essence in this Ground Lease.
13.15 Transfer and Leasehold Taxes. Tenant shall pay any transfer or leasehold taxes
imposed by any governmental authority in connection with this Ground Lease or the recordation
of the memorandum provided hereinabove.
13.16 Ex ep nses and Fmees. If legal action be brought in a court of competent jurisdiction
by either party hereto arising out of or concerning the Ground Lease or the rights of any party
hereto, the prevailing party in said action shall be awarded reasonable attorneys' fees and court
costs from the non -prevailing party. Tenant agrees to pay on demand Landlord's expenses,
including reasonable attorneys' fees, expenses and administrative hearing and court costs incurred
either directly or indirectly, in curing any default by Tenant, in terminating this Ground Lease or
repossessing the Land, in connection with appearing, defending or otherwise participating in any
action or proceeding arising from the filing, imposition, contesting, discharging or satisfaction of
any lien or claim for lien; in defending or otherwise participating in any legal proceedings initiated
by or on behalf of Tenant wherein Landlord is not adjudicated to be in default under this Ground
Lease, or in connection with any investigation or review of any conditions or documents in the
event Tenant requests Landlord's approval or consent to any action of Tenant which may be desired
by Tenant or required of Tenant hereunder.
13.17 Covenants to Run with Land. All the covenants, agreements, conditions and
undertakings contained in this Ground Lease shall extend and inure to and be binding upon the
550348,11
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successors and assigns of the respective parties hereto the same as If they were in every case named
and shall be construed as covenants running with the land, and wherever in this Ground Lease
reference is made to either of the parties hereto, it shall be held to include and apply to, wherever
and whenever applicable, the Successors and permitted grantees and assigns of such party the same
as if in each and every case so expressed.
13.18 Entire Agreement; Merger. The Ground Lease contains all the agreements and
the
. ............ -.— ................. _
conditions made between the parties hereto with respect to the matters contained herein and may
not be modified orally or in any other manner than by an agreement in writing signed by all the
parties hereto or their respective successors. All prior written and oral understandings and
agreements shall be deemed to have merged into the Ground Lease and have no further force and
effect.
13.19 Counterparts. This Ground Lease may be executed in counterparts, each of which
shall be deemed to be an original and all of which shall, when taken together, constitute but one
and the same instrument.
The parties hereto have duly executed the Ground Lease as of the date and year first
hereinabove written pursuant to proper authority duly granted.
ARTICLE XIV
ENVIRONMENTAL CONDITIONS
— ... . . ........... —
14.01 Definitions. As used in this Ground Lease, the following definitions shall apply:
(a) "Environmental Claims" shall mean all notice letters, inquiry letters.
investigations, notices of violation, orders, claims, demands, suits or judicial or administrative actions
under any Environmental Requirements.
(b) "Environmental Requirements" shall mean all present and future laws rules,
regulations, ordinances, codes, policies, guidance documents, approvals, plans, authorizations,
licenses or permits relating to human health, pollution or protection of the environment issued by any
government authority.
(c) "Environmental Expenses" shall mean any liability (including strict liability),
loss, cost, penalty, fine, punitive damages, encumbrance or expense relating to any Environmental
Claim or Environmental Conditions or incurred in compliance with any Environmental
Requirements, Including, without limitation the costs of investigation, cleanup, remediation,
monitoring, corrective removal or other responsive- action; compliance costs, settlement costs and
related legal and consulting fees and expenses.
(d) "Hazardous Materials" shall mean any substance that is defined as a
"hazardous substance", "hazardous waste", or "hazardous material" or term of similar meaning under
any Environmental Requirements, including petroleum, heating oil, crude oil and any fraction thereof
and any natural or synthetic gas.
50348 1
(e) "Environmental Conditions" shalt mean the state of the environment,
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including natural resources (e.g. flora and fauna), soil, surface water, ground water, any present or
potential drinking water supply, subsurface strata or ambient air, relating to or arising out of the use,
handling, storage, treatment, recycling, generation, transportation, spilling, leaking, pumping,
pouring, injecting, emptying, discharging, emitting, escaping, leaching, dumping, disposal, release
or threatened release of Hazardous Materials, including, but not limited to, the exposure of persons
to Hazardous Materials at the work place or the exposure of persons or property to Hazardous
Materials migrating or otherwise emanating from, to or located at, under or oh the Land.
14.02 Tenant' s Construction. Tenant acknowledges that there is an underground storage
L
tank ("UST") currently located on the and and that Tenant has received copies of all documentation
in Landlord's possession with respect thereto. Tenant shall, at Tenant's sole cost and expense, remove
the UST in accordance with all Environmental Requirements. In the event that all or part of the Land
requires remediation or other activities pursuant to Environmental Requirements as a result of or in
furtherance of Tenant's removal of the UST, demolition or alteration of existing improvements or
construction of new improvements on the Land, Tenant, at its sole cost and expense, shall undertake
and complete such required remediation or other activities. Notwithstanding the foregoing Landlord
shall be responsible for any remediation costs incurred as result of the gross negligence or willful
misconduct of Landlord. In addition, Landlord shall cooperate with Tenant with respect to the
removal of the UST, provided same shall be at no cost to Landlord.
14.03 Inde inific�; lio eM011 1'e���Itlt. Tenant shall protect, defend, indemnify and save
harmless Landlord, and its agents, employees, officers and directors, from and against all liabilities,
obligations, claims, damages, Environmental Expenses, penalties, causes of action, costs and
expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon or
incurred by or asserted against Landlord by reason of claims, losses, damages, response costs, clean-
up costs and expenses arising out of or in any way relating to (i) Tenant's failure to fulfill each .of
the obligations required of Section "4.0 of this Lease, or (ii) Hazardous Materials, released on, over,
from, beneath, in or upon the Land after the Effective Date (unless the release of Hazardous Materials
after Effective Date was caused by action taken by Landlord after the Effective Date), including
without limitation, (a) claims of third parties (including, but not limited to, governmental entities) for
damages, penalties, response costs, clean-up costs, investigation costs, assessment costs, injunctive
or other relief, (b) costs and expenses of investigation, assessment, removal and restoration including
fees and costs of attorneys and experts, and costs of reporting the existence of Hazardous Materials
to any governmental agency; and (c) any and all expenses or obligations, including, without
limitation, reasonable attorneys' fees and costs, witness fees, deposition costs, copying and telephone
charges and other expenses, all of which shall be paid by the Tenant when incurred. In case any
action, suit or proceeding is brought against Tenant by reason. of any indemnifiable occurrence
provided for in this Secjol] 14,.03. at the election of Landlord, Tenant shall, at Tenant's expense,
resist and defend such action, suit or proceeding, or cause the same to be resisted and defended,
provided nothing contained herein shall limit the Tenant's liability to Landlord for reimbursement of
Landlord's reasonable expenses in resisting and defending any such action, suit or proceeding if
Landlord does not make the aforesaid election.
14.04 L nd1ord's�� i l�iwwwwl�_o [pec ivy, &Ligq Correspondence and Studies, Tenant shall
forward to Landlord, at the address provided for notices herein, a copy of all reports, studies, data,
and communications to or from Tenant or any other person concerning the UST or any Environmental
Claims or Environmental Conditions pertaining to the Land within two (2) business days of the date
>i034S I
22
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that such report, study, data or communication was received or prepared by Tenant. Tenant shall
make no application with or send any communication to any governmental body or agency
concerning the UST or any Environmental Condition pertaining to the Land without Landlord and
Tenant first discussing in good faith such proposed application or communication. Landlord shall
give Tenant notice and copies of any communications received by Landlord.
14.05 Survival. All provisions of this Article XIV shall survive the expiration or termination
of the Lease and Landlord's sale or other transfer of the Land.
N
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MOUNT PROSPECT PUBLIC LIBRARY VILLAGE OF MOUNT PROSPECT
By:
Title:
ATTEST
By:
Title:
—
Date:
5503481
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Title:
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Title:
..............
27
EXHIBIT A
I j'' Al � I ,,5 " . I� ��'"I" l�� �C:I'i" +C� F L � D
THAT PART OF LOT "A" IN MOUNT PROSPECT PUBLIC LIBRARY RESUBDIVISION OF
LOTS 1, 2, 3, 4, 5, 6, 7, AND 14 IN BLOCK. 4 IN BUSSE AND WILLIE'S RESUBDIVISION
IN MOUNT PROSPECT IN THE WEST HALF OF SECTION 12, TOWNSHIP 41 NORTH,
RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT "A"; THENCE NORTH 88
DEGREES 59 MINUTES 27 SECONDS WEST ALONG THE SOUTH LINE OF SAID LOT
"A" 294.78 FEET TO THE SOUTHWEST CORNER THEREOF; THENCE NORTH 00
DEGREES 12 MINUTES 10 SECONDS WEST ALONG THE WEST LINE OF SAID LOT "A"
89.54 FEET; THENCE SOUTH 89 DEGREES 47 MINUTES 36 SECONDS EAST 295.41 FEET
TO A POINT ON THE EAST LINE OF SAID LOT "A"; THENCE SOUTH 00 DEGREES 12
MINUTES 57 SECOND WEST ALONG SAID EAST LINE 93.66 FEET TO THE POINT OF
BEGINNING, ALL IN COOK COUNTY, ILLINOIS.
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28
55034811
DESMAN
A A 8 0 C I A t D 8
EXHIBIT B
LIFE CYCLE COSTS
Notes
(1) Annual service contract plus non -covered items
(2) Includes: sweeping,washdowns,restriping & misc painting, extinguisher replacement,
landscapelsite repair
(3) Includes: utillties, Insurance, admin costs, snowplowing, landscape maint, sprinkler testing
taxes (excludes security)
(4)'Based on 4%/Yrinflation
26
29
LIFE -CYCLE REPAIR/MAINTENANCE COSTS (50 YR)
Mt Prospect Village Hal! Parking Deck
Item
Cost
Units
Interval Annual Cost Cycles Inflation Mult (4)
Total Cost
_ _Unit
Concrete Sealer
$.50/SF
128000
8 Yrs $8,000 6 3.
$1,469,200
Sealants (All)
$5.00/LF
18000
10 Yrs $9,000 5
$1,710,000
Concrete & Masonry
$2.001SF
128000
Life $5,120 varies
$972,000
Elevator Rehupd
$100,0001
1
20 Yrs $5,000 2
$960,000
Total Repair Costs
$27,124
15,221,200
Lighting Fixtures
$.041SF
128000
1 Yr $5,120 50
$972,000
Elevator Maint. (1)
$5,0001
1
1 Yr $5,000 50
$950,000
Gen Maintenance (2)
$.06/SF
128000
1 Yr $7,680 50
$1,468,000
Operational (3)
$.25/SF
128000
1 Yr $32,000 50
$6,080,000
Total Oporating Coats
$49,800
$9,460,000
Notes
(1) Annual service contract plus non -covered items
(2) Includes: sweeping,washdowns,restriping & misc painting, extinguisher replacement,
landscapelsite repair
(3) Includes: utillties, Insurance, admin costs, snowplowing, landscape maint, sprinkler testing
taxes (excludes security)
(4)'Based on 4%/Yrinflation
26
29
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EMERSON STREET
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Mae M=
RESOLUTION NO.
A RESOLUTION AUTHORIZING PAYMENT TO THE MOUNT PROSPECT PUBLIC LIBRARY
AND EXERCISING RENEWAL OPTION UNDER THE TERMS OF A GROUND LEASE AGREEMENT
WHEREAS, on November 6, 2002, the Village of Mount Prospect ("the Village") and the Mount Prospect
Public Library ("the Library") entered into a Ground Lease Agreement (the "Lease") providing, among
other things, for the Village to lease certain property ("Property") from the Library; and
WHEREAS, the Village has caused its attorney and staff to review the terms of the Lease and the current
status of the Property and its usage; and
WHEREAS, the attorney and staff have reported that both the Village and the Library are in substantial
compliance with all material terms of the Lease; and
WHEREAS, the Mayor and Board of Trustees have determined that it is in the best interests of the Village
and its residents to assure that there is continued compliance with the Lease; and
WHEREAS, the current term of the lease expired at the end of 2022; and
WHEREAS, Section 3.02 of the Ground Lease Agreement allows the tenant (Village of Mount Prospect) an
option to extend the term of the lease for six additional consecutive terms of twenty (20) years each; and
WHEREAS, the Village of Mount Prospect finds it in the best interests of the Village to exercise the option
to renew the Ground Lease Agreement for a second, twenty-year (20), term to expire December 2042.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYORAND BOARD OF TRUSTEES OF THE VILLAGE
OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS:
SECTION ONE: That the parties are in substantial compliance with all material terms of the Lease.
SECTION TWO: That the Mayor and Board of Trustees authorize the Village Director of Finance to pay
the Library such sums as are due pursuant to the Lease.
SECTION THREE: That the Village hereby exercise its option to renew the ground lease for an additional
twenty-year (20 -year) term.
SECTION FOUR: That this Resolution shall be in full force and effect from and after its passage and
approval in the manner provided by law.
AYES:
NAYS:
ABSENT:
PASSED and APPROVED this 21st day of March, 2023
Paul Wm. Hoefert
Mayor
ATTEST:
Karen M. Agoranos
Village Clerk
31