HomeMy WebLinkAboutRESOLUTION - 17-01 - 3/27/2001 - GROUND LEASE AGREEMENTRESOLUTION NO. 17-01
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE
A GROUND LEASE AGREEMENT BETWEEN PCS PRIMECO AND THE VILLAGE OF
ELK GROVE VILLAGE (676 MEACHAM ROAD)
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of
Trustees of the Village of Elk Grove Village, Counties of Cook and
DuPage, State of Illinois as follows:
Section 1: That the Mayor be and is hereby authorized to sign
the attached documents marked:
GROUND LEASE
a copy of which is attached hereto and made a part hereof as if fully
set forth and the Village Clerk is authorized to attest said
documents upon the signature of the Mayor.
Section 2: That this Resolution shall be in full force and
effect from and after its passage and approval according to law.
VOTE: AYES: 4 NAYS: 0 ABSENT: 2
PASSED this 27th
APPROVED this
ATTEST:
Ann I. Walsh
Village Clerk
resgroundleasemeacham.doc
27th
day
of
March
2001.
day
of
March
2001.
Craig B. Johnson
Mayor
SITE AGREEMENT
1: Definitions of Terms Used in this Document:
1.1 Landlord's Contact Person
Village Manager
Village of Elk Grove Village
901 Wellington Avenue
Elk Grove Village, Illinois 60007
(847) 439-3900
1.11 Premises
Landlord hereby leases to and Tenant leases
from Landlord, approximately 150 square
feet of Land and all access and utility
Easements, (the "Premises") as described
in Exhibit B to the Agreement the site plans
including the tower on which Tenant's
antenna will be mounted.
1.2
Landlord
1.12
Lease
Village of Elk Grove Village
Site Agreement including Exhibits A and B.
901 Wellington Ave
Elk Grove Village, Illinois 60007
1.3
Name and Address for Payment of Rent
1.13
Tenant
Village of Elk Grove Village
Chicago 20 MHz, LLC
901 Wellington Avenue
d/b/a PrimeCo Personal Communications
Elk Grove Village, IL 60007
One Pierce Place, Suite 1100
Atm: Finance Dept.
Itasca, Illinois 60143
1.4
Taxpayer ID
1.14
Tenant's Contact Person
75-287-4501
Sean Noonan
PrimeCo Personal Communications
1.5
Property Identification Number
One Pierce Place, Suite 1100
07-36-100-006
Itasca, Illinois 60143
Office Phone (630) 285-8545
1.6
Commencement Date
Office Fax (630) 773-2684
Upon the later of the execution date of
Cell Phone (630) 202-5088
the Site Agreement or June 1, 2001.
Email: snoonan(o)primeco.com
1.7
Term
1.15
Tenant's Address
Five (5) years
One Pierce Place, Suite 1100
Itasca, Illinois 60143
1.8
Initial Rent
$22,500.00 annually in advance
With a cony to:
Legal Department
1.9
Renewal Terms
PrimeCo Personal Communications
Four (4) five (5) year renewal
One Pierce Place, Suite 1100
Terms as described in Section 2.2.
Itasca, Illinois 60143
1.10
Pro e
1.16
Tenant's 24 -Hour Emergency Contact
Landlord is the owner of certain real
PrimeCo Switch
Property (the"Land") wita common K4
220 Eisenhower Lane North
Address of 676 Meachall'Rbad Elk Grove
Lombard, Illinois 60148
Village, Illinois 60007. The land is legally
(630) 285-7035
Described in Exhibit A.
2: Term and Options to Extend
2.1 Initially. The term of this Lease shall be for five (5) years and terminating on the fifth
anniversary of the Commencement Date (the "Tern"), unless otherwise terminated as provided in Paragraph
18.
2.2 Option to Extend. The term of this Lease shall be automatically renewable for four (4)
additional terms of five (5) years ("Renewal Terms") each following the original term or any renewable term
at the annual rental stated below and otherwise upon the same terms and conditions stated in this Lease
provided; however, that the last five (5) year term shall expire with the Sprint Lease at this address adopted by
Village of Elk Grove Village Resolution 51-00. If Tenant desires not to extend any subsequent term of the
Lease it shall give Landlord written notice of its intention not to extend the term at least sixty (60) days prior
to the expiration of the then current term whereupon the Lease shall be deemed canceled upon the expiration
of the then current term.
2.3 Rent During Extension Terms.
(A) Rent shall be increased on each anniversary of the Commencement Date by an
amount equal to four percent (4%) of the rent for the previous year.
(B) On or before the Commencement Date, Tenant shall deposit with Landlord the
sum of $3,000.00 (the "Security Deposit"). Said Security deposit shall be held by Landlord
as security for the faithful performance by Tenant of the terms, covenants and conditions of
this Lease. If Tenant defaults under this Lease, which default is not cured by Tenant as
provided in Paragraph 13, Landlord may use, apply or retain all or a part of this Security
Deposit to compensate Landlord for any actual loss, damage or expense incurred or
suffered by Landlord by reason of Tenant's incurred default. Prior to Landlord invading the
Security Deposit, it shall first give Tenant written notice of its intention to do so and with
that notice shall provide to Tenant written documentation of the loss damage or expense for
which Landlord seeks compensation from the Security Deposit. Such notice and
documentation shall be provided by Landlord to Tenant within thirty (30) days after the
date of the occurrence which gives rise to Landlord's claimed loss, damage or expense.
Failure to provide such notice and documentation within such time shall result in a waiver
by Landlord of the right to invade the Security deposit. If the Security Deposit is invaded
by Landlord in accordance with this paragraph, Tenant shall restore the Security Deposit
within forty-five (45) days after the notice and demand from Landlord. Landlord shall
return the Security Deposit to Tenant or Tenant's assignee within forty-five (45) days after
the date of expiration or termination of this Lease.
(C) The rent and the annual incremental increases thereof, shall be subject to
renegotiating by the parties on the tenth (10th) and twentieth (20) anniversary of the
Commencement Date, provided the Lease is so extended. In the event the parties are
unable to agree upon new terms within thirty (30) days after the tenth (10th) or twentieth
(20) anniversary, then this Lease shall terminate one hundred twenty (120) days thereafter.
In no event shall any new rent be less than the then current rental.
(D) As additional consideration, Tenant shall provide to Landlord at the time it
commences transmissions at this site, a one-time payment to the Landlord in the amount of
ten thousand dollars ($10,000.00).
(E) As additional consideration, Tenant shall provide Landlord at the time it
commences transmissions at this site, a one-time payment to the Landlord in the amount of
five thousand dollars ($5,000.00) for the acquisition and installation of landscaping near
this site.
2.4 Construction of Tenant's Building:
(A) Landlord has entered into a lease permitting the installation by Sprint Spectrum L.
P. ("Sprint") of the tower on which Tenant's antenna will be mounted, which lease is
separate from this Lease. That lease also provides that Sprint is to provide Plans to
Landlord for a multi -tenant shelter on the Property.
(B) Landlord has informed Tenant that Landlord has received and approved Sprint's
plans for the Shelter to be installed on the Property. The Shelter will have approximate
external dimensions of twenty-five feet four inches by sixteen feet five inches, as shown on
Construction Drawings attached to this Lease as Exhibit B and on file with the Village
Clerk. The Shelter will be constructed or installed on the leased parcel of land shown on
Exhibit B by Sprint, in compliance with applicable law and regulations. Tenant shall have
no liability for any costs of construction or maintenance of the foundation, walls and/or roof
of the Shelter, or to any portion of the shelter not occupied by Tenant, or for any other
portion of the Property.
(C) The Shelter will contain the Tenant Facilities described in Paragraph 6.1 of this
Lease, excluding Tenant's antenna to be mounted on the tower. The Shelter will also
contain separate compartments for Sprint's radio communications facilities and the radio
communications facilities of a third carrier.
(D) Tenant will install and maintain air conditioning and climate conditions in
Tenant's assigned portion of the Shelter. Tenant will maintain the interior portion of the
Shelter assigned to Tenant, and construct and maintain any cable and/or other connections
made by Tenant to the tower. Tenant undertakes full and complete responsibility at all times
for the expenses of and quality of interior maintenance in its assigned area within the
Shelter including those related to electrical codes.
(E) Tenant undertakes full and complete responsibility at all times hereafter for the
expenses of and quality of Tenant's construction within the Shelter and Tenant's
connections to the tower, and compliance with all code requirements and regulations of
government authorities having jurisdiction over construction and installation of radio
communications facilities, including but not limited to compliance with acts affecting
construction of public buildings and services areas used by public employees, and Tenant
agrees to remedy or correct any deficiencies with such compliance as to Tenant's
assigned portion of the Shelter. Installation of the Tenant Facilities described in
Paragraph 6.1 of this Lease shall be processed pursuant to permit and constructed by
authorized and licensed personnel and shall be performed in compliance with local and
state law and code requirements for said construction. Tenant's construction work shall
proceed without interference or disruption or minimalization of same to the current
operation of the Fire Department or Public Works Department."
STANDARD PROVISIONS
3: Additional Yearly Terms. Intentionally deleted
4: Methods of Payment.
4.1 Tenant shall pay Rent to Landlord in annual payments in the amount of Twenty -Two
Thousand Five Hundred Dollars ($22,500.00) ("Rent") within thirty (30) days of the Commencement Date
and on each anniversary of the Commencement Date thereafter during the Term or any Renewal Term of this
Agreement. Rent shall be increased on each anniversary of the Commencement Date by an amount equal to
four (4%) of the rent for the previous year.
4.2 Location for Payment. All rent shall be paid to Landlord at the Address for Payment of
Rent or to another person, firm or place which the Landlord may from time to time designate in writing at
least forty-five (45) days in advance of a rent payment date.
5: Use of Property.
5.1 Tenant may use the Property for lawful telecommunications purposes and related site
preparation, improvements and maintenance purposes in accordance with local rules and governmental
regulations, and such use shall not interfere with Landlord's use of the Property (i.e., if Tenant is making
improvements to the Property, Tenant cannot place equipment or materials in such a manner as to block
Landlord's access).
Landlord agrees to cooperate with Tenant, at Tenant's expense, in making application for and obtaining all
licenses, permits and any and all other necessary approvals that may be required for Tenant's intended use of
the Premises. Tenant's use of Tenant's section of the multi -tenant equipment shelter shall be exclusive.
Tenant's use of the monopole structure shall be nonexclusive and will not prohibit use by other
telecommunications companies or agencies so long as such other telecommunications equipment do not
unreasonably interfere with the use of Tenant's facilities, it being understood that it is the Village's desire to
have co -located facilities.
5.2 Tenant, its agents and contractors, are also granted the right to enter upon the Landlord's
Property and conduct such studies, at Tenant's expense, as Tenant deems necessary to determine the
Premises' suitability for Tenant's Communications Facility. These studies may include, but not be limited
to, surveys, soil tests, environmental assessments and radio wave propagation measurements. Landlord
shall assist Tenant in complying with zoning, building and land use regulations. Landlord shall execute all
documents required in furtherance of Tenant's intended use of the Premises.
5.3 Tenant shall deliver to Landlord all plans and specifications for the Communications
Facility for Landlord's review and approval. Landlord shall have thirty (30) days after receipt of the plans
and specifications in which to perform its review and provide written approval or comments to Tenant.
Failure by Landlord to respond within the thirty (30) day period shall be construed as approval of Tenant's
plans and specifications. Landlord's execution of this Agreement shall signify Landlord's approval of the
proposed location of the Communications Facility on the Premises as shown on Exhibit "B", attached
hereto.
5.4 Additionally, Landlord hereby grants and conveys to Tenant, its successors, licensees and
assigns, for so long as Tenant's Communications Facility is located on the Premises, a non-exclusive
construction easement in, on, along through and across that portion of Landlord's Property adjacent to the
Premises (the "Construction Easement") as reasonably necessary for the purpose of operating, maintaining,
repairing, relocating, replacing and removing the Communications Facility ("Work"). Landlord also
hereby grants and conveys to Tenant, its successors, licensees and assigns, to the extent reasonable
necessary for Tenant's performance of the Work, the right and privilege to store materials, tools,
machinery, equipment and excavated soil ("Material") during such period or periods as may be necessary,
form time to time. In no event shall such Materials be stored on or in the Construction Easement for more
than forty-five (45) days at a time. Notwithstanding the foregoing, Landlord expressly reserves to itself, its
lessees licensees, grantees, successors and assigns, the right to use the Construction Easement, so long as
such use does not obstruct or interfere with the easement rights granted to Tenant herein. Tenant agrees to
restore, at its sole cost and expense, the Construction Easement as close as reasonably possible to its former
condition after each use by Tenant of the Construction Easement. Furthermore, the parties hereto agree
that upon the termination of the Agreement, the Construction Easement granted and conveyed herein, shall
cease and terminate."
6: Tenant's Installation.
6.1 Improvements. Tenant has the right to erect, maintain and operate on the Premises radio
communications facilities, including without limitation an antenna structure, antennae, electronic equipment,
air conditioned equipment shelter, other personal property, fixtures, cables, transmission lines, utilities lines
and make any other improvements ("Tenant's Facilities"), given Tenant has obtained a building permit from
Village of Elk Grove Village. Tenant may from time to time replace any of these items with new or different
items with the same or different specifications so long as their installation is otherwise in compliance with this
Lease and applicable laws, ordinances and codes. A building permit shall be required for such items,
provided a building permit is required by applicable law, ordinance or code. Tenant's installation shall not
interfere with Landlord's use of the Property.
6.2 Workmanlike Construction. Tenant agrees that the installation shall be completed in a
neat, workmanlike manner consistent with good engineering practices. All costs of the installation, including,
but not limited to, the cost of extending Landlord's electrical service to Tenant's equipment, will be paid by
the Tenant.
6.3 Title to Various Items. Landlord shall, at all times, be the sole and exclusive owner of the
Property. The Tenant shall at all times be the sole and exclusive owner of Tenant's Facilities. All of
Tenant's Facilities shall remain Tenant's personal property and are not fixtures.
6.4 Utilities. Tenant shall pay for the electricity it consumes in its operations at a rate
charged by the servicing utility company. Tenant shall have the right to draw electricity and other utilities
from the existing utilities on the Property or obtain separate utility service from any utility company that will
provide service to the Property (including an emergency standby power generator for Tenant's exclusive use).
Landlord agrees to sign such documents or easements as may be required by said utility company to provide
such service to the Premises, including the grant to Tenant or to the servicing utility company at no cost to the
Tenant, of an easement in, over across or though the Land as required by such servicing utility company to
provide utility services as provided herein. Tenant shall cause all its utilities to be either separately metered or
sub -metered.
7: Taxes.
7.1 Tenant shall be solely responsible for and shall timely pay all personal property taxes levied
and assessed against it or its personal property. Tenant shall not be responsible for any real estate, special
assessments or similar taxes relating to the Property except to the extent permitted by statute for the value of
Tenant's leasehold estate.
7.2 Tenant hereby acknowledges, and agrees to abide by, the terms of the Village of Elk Grove
Village's 3% Telecommunications Tax (Village Ordinance Number 2467), generally applicable to all
providers of telecommunications services in Elk Grove Village.
S: Indemnification.
Landlord and Tenant hereby agree to indemnify, defend and hold each other harmless from and
against any claim of liability or loss from personal injury or property damage in connection with the Property
or resulting from or arising out of the use and occupancy of the Property by the indemnifying party or its
agents, excepting, however, such claims or damages as may be due to or caused by the acts of the indemnified
party or its agents. Neither party shall have any obligations under this Paragraph unless notified in writing of
any such claim or loss within thirty (30) business days of receipt by the other parry of notice of such claim or
loss except as otherwise provided by Illinois law for claims for contribution or indemnification.
9. Insurance.
During the Term and Renewal Term of this Lease, Tenant shall carry and maintain commercial
general liability insurance, naming the Landlord as an additional insured, insuring against liability for injury to
persons or property occurring in or about the property or arising out of the ownership, maintenance, use or
occupancy thereof. Coverage under such policy shall not be less than $1,000,000.00 per occurrence for
personal injuries and not less than $50,000.00 per occurrence for property damage. In addition, Tenant shall
carry and maintain worker's compensation insurance in the statutory amount throughout the term of this
Lease. Tenant shall provide Landlord with a certificate of insurance evidencing such coverage required by this
paragraph within fifteen (15) days of the Commencement Date.
10. Landlord's Representations.
In order to induce Tenant to enter into this Lease, Landlord covenants, represents and warrants, as of
the date of this Lease and throughout its Term, as follows:
10.1 Authority. Landlord is solvent and the owner of the Property in fee simple. Landlord has
full authority to execute, deliver, and perform this Lease and is not in default of any mortgage affecting this
Property.
10.2 No Condemnation. Landlord has received no actual or constructive notice of any
condemnation or eminent domain proceedings or negotiations for the purchase of the Property, or any part,
instead of condemnation.
10.3 No Unrecorded Liens. Landlord has not performed and has not caused to be performed
any work on the Property during the six months preceding the date of this Lease which could give rise to any
mechanic's or material men's liens. There are no unrecorded easements or agreements affecting the Property.
11: Easements.
11.1 Granted. For the Term and Renewal Terms of this Lease, Landlord grants to Tenant,
and its agents, employees, contractors, guests and invitees, a non-exclusive right and easement for pedestrian
and vehicular ingress and egress across that portion of the Land described in Exhibit B. Tenant and its
authorized representatives shall have the right of ingress and egress to and from the Property twenty-four (24)
hours a day, seven (7) days a week, at no charge.
11.2 Modifications. If subsequent to the date of this Lease it is reasonably determined by
Tenant that any access or utility easement obtained does not or no longer adequately serves the Property and
Tenant's use thereof, Landlord agrees to cooperate with Tenant to relocate such Easements where practical.
In the event the Landlord is unable to relocate any of the necessary Easements, then at Tenant's option this
Lease may be terminated upon thirty (30) days' prior written notice to Landlord.
12: Assignment.
Tenant may not assign, or otherwise transfer all or any part of its interest in the Lease or in
the Property without the prior written consent of Landlord; provided, however, that Tenant may assign or
sublet its interest without consent to its parent company, any subsidiary or affiliate of it or its parent company
or to any successor -in -interest or an affiliated entity controlled, subject to any financing entity's interest, if
any, in this Agreement as set forth in Section 27 below. Landlord may assign this Lease upon written notice to
Tenant, subject to the assignee assuming all of Landlord's obligations herein, including but not limited to,
those set forth in Section 27 below. Notwithstanding anything to the contrary contained in this Lease, Tenant
may assign, mortgage, pledge, hypothecate or otherwise transfer without consent its interest in this Lease to
any financing entity, or agent on behalf of any financing entity to whom Tenant (i) has obligations for
borrowed money or in respect of guaranties thereof, (ii) Has obligations evidenced by bonds, debentures,
notes, or similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers
acceptances and similar facilities or in respect of guaranties thereof.
13: Defaults.
13.1 By Tenant. In the event of default under this Lease by Tenant, Landlord shall be entitled to
remedies as shall then be provided by law except that Landlord shall not be entitled to remove any personal
property (including fixtures) on the Property; and provided that prior to, and as a condition precedent to, the
exercise of any remedy, Landlord shall give to Tenant written notice of default to Tenant and the nature of the
default and Tenant shall have thirty (30) days (or, if the default cannot be cured within thirty (30) days, a
longer
as
withine�to c hail be necessary default, ' tO cure the d
to addition o ano defaulty the, , d default actin
With d
riod no
Proceedings 0% Oftehd, however erred es available lblleto Land] remed shall be Pursued. ue diligence), after Trece'Pt of the notice
eviction at 110% of tenant s Ord,
then c be the Landlord "ant fails
utrent monthly rent to Pettnitted asix-month tnaY elect to co to care a
13,2 13 find an alt stay from reeei tnlinence eviction
any remedies Y Landlord. If emative site. P of a
rent or available at law landlord defaults in an notice of
els any other amounts next Payable equity' Tenant Ina Y of its obh
e in This [case, Tenant may der., Tenant's pa co tsarffOrm Landlord'nd exts obit under this Lease, in addition
which Landlord
e to
the CausManner con[ tied oIs In T efxecut d �) a M any of t obligult Y'rient ations tionst and rding theIcrisesf s a enSp oioNotwithstanding Y offsetfrOur the
insurance rnPlated, (b) an Y document r this Lease has failed to t, d ything
a default a er necess Y license, easonably necessary
S any Period in
'his Leas W Y or desirable in or (c) any doe rS for Te Provide or execute or
the default and surance ore ument r Want s use of the pro
perry in
nThgin C°d as shalj be necesshave thatrtl (30)tdaY o° �dneVrrtte nottice o ela ult sr $ ng an title
e
to Tenant the Tenant may eeultt If nce�th Lea eolcure a default"in ag nee), afterTlte eutg the 1 e of
t}nrty (30 Ys, a
ddition to any otherre
to the notice
I4' t°cd1es available
In the eve Condemnation,
lieu of con" nt of condemnation
urtProve etr On shall ' Tenant's
mems be limited to cohare of any Conde
shall not receive Jany parson liOr P nes trVensation for conation
Property owned bythen Laudlo drh'On Of condemnation" equipment TenTens award
proceeds m
siness or
and interes from sale
award or sales ant's costs Ofrclo t antennae
Proceeds relating cation. Tenant
In the eve 13: Casualty, S to compepsation for
or the Te
event the pro
be to ttns Of this Leasethth is destroyed or da
milnated as of the date of tnaged co whole due under the to the eventenant's option ole or
no,, section or or at any time N,{exercised b m Part by casuals
within 90 days notice to Landlord , this L the Term
any other section of this Y therea )this Lease may
Lease. fter and no further r
Landlord 16' ens shall be
Quiet Enjoyment.
observed
upon the observance vad its and agrees that
privileges
and perfonn TenaPCclotmance op a71upo Payment by the T
S granted nt shall peaceabl covenants, to Ott °f The rental
Landlord shall for the term dett>ised With Y and quied tors and Conditio the P under this L
Perf°tm
all ofits hout hindrance Y hold and ns °n Tena ease and
obligations under thisaLucasoer interference by'
Landlord or th r STs to be
Petty, the and
any od7erperson and
17' Subordination,atto
'Nou-Disturbance and
fman�nt Subsequent FIn g.Tenant shall
a ments Attornroent.
tth
rument dated after the (fate holders of any enter intro recordable sub
ofthis Lease, ifth�agr�t deed subordination non -
installment distur ono and
tr+inatto mems are in form satisfactory to Tenant Ther
18.1 18: Ter
Parts of this BY Tenant, In u
Titten none lease' Tenant addi to to
e to
rent o° Yet due follow 8 writteand n ruen terminateord f stzl (6 ase: (a) at any hit of action or inaction
Tenant has 1 been ° notice to landlord fCMonthrental, or (be for any reasoPursuant to other
losing denied of either Pon thirty
or failed t �i) Tessary Inability to, without (30) days
° satisfy aY nece Inability to secure necessaryaYruent of any
scary authorization or radi.Sinzoni g
7
criteria to use the Property as contemplated in this Lease, or (ii) Tenant's having obtained a soil test which
shows contamination or building conditions which in Tenant's judgment are unsuitable for Tenant's purposes,
or (iii) by Tenant if Tenant is unable to occupy and utilize the Premises due to an action of the FCC, including
without limitation, a take back of channels or change in frequencies, or (iv) by Tenant if Tenant determines
that the Premises are not appropriate for its operations for economic or technological reasons, including,
without limitation, signal interference.
18.2 By Landlord. Landlord may terminate this Lease following a determination by a qualified
engineer (using appropriate instruments which are properly calibrated) that the power density levels emitted
from Tenant's equipment located on the Property exceed the American National Standards Institute's
("ANSI") "Safety Levels with Respect to Human Exposure to Radio Frequency Electronic Fields", as set
forth in ANSI Standard C95.1-1982 (or any ANSI Standards which supersede this standard), at points
accessible to and intended for the general public and the inability of Tenant to bring its equipment into
compliance with such standard within sixty (60) days after receipt of a written copy of landlord's engineering
findings.
18.3 Removal of Equipment. Upon the expiration of this Lease, or its earlier termination or
cancellation for any reason, Tenant shall at its sole expense remove from the Property all of its antennae,
antenna structures, equipment enclosures, transmitting and receiving equipment, transmitting lines,
underground wiring, fencing, sidewalks and foundations, other personal property, fixtures and other
improvements to the extent that any enumerated item has been installed by Tenant; Tenant shall not remove
any improvement not installed by Tenant. Tenant shall be required to remove its access road beyond
Landlord's access unless another tenant of Landlord is utilizing said road, in which case Tenant shall not be
required to remove any portion of the access road. Tenant shall have up to ninety (90) days after the effective
date of the expiration, termination, and cancellation to complete removal of all items. If Tenant requires any
of the ninety (90) day period after the effective date for the removal, Tenant shall pay Landlord the then
current monthly rent (or in the case of annual rental one -twelfth of the annual rental) in advance for each thirty
(30) day period or portion thereof Tenant requires to complete the removal.
19: Cooperation.
Landlord agrees to cooperate with Tenant in any efforts by Tenant to secure any governmental
permits necessary to use the Property as contemplated in this Lease, and to join in any application or other
document reasonably requested by Tenant within ten (10) days of Tenant's written request. During the Term
or Renewal Term of this Lease Landlord shall take no action, which adversely affects the uses permitted on
the Property. At any time after the date of this Lease or the Commencement Date, either party shall execute
or cause to he executed any documents, or take or cause to be taken any actions, reasonably necessary to carry
out the intent of this Lease.
20: Lease Construction.
This Lease shall be construed in accordance with the laws of the State of where the Property is
located. In the event that any provisions of this Lease are legally unenforceable, the other provisions shall
remain in effect.
21: Entire Binding Understanding; No Oral Modification.
All prior understandings and agreements between the parties are merged into this Lease, and this
Lease may not be modified orally or in any manner other than by an agreement in writing signed by both
parties. Presentation of this Lease by Tenant to Landlord shall not constitute an offer unless the Lease has
been signed by Tenant, and this Lease shall not be binding until executed by both Landlord and Tenant.
22: Successors; Separability.
Subject to the provisions regarding assignment, this Lease shall be binding upon, and inure to the
benefit of, the successors -in -interest and permitted assigns or subtenants of the parties and any grantee of
Landlord.
23: Notices.
All notices, requests and other writings required under this Lease (including any notices of renewal,
or termination rights) must be in writing and shall be deemed validly given upon the earlier of (i) actual
receipt or (ii) the second business day after the date posted if sent by certified mail, return receipt requested,
addressed to the other party with copies as set out in the Landlord's Address and Tenant's Address (or any
other address within the United States that the party to be notified may have designated to the sender by like
notice).
24: Performance.
Time is of the essence in this Lease.
25: Broadcast Interference.
25.1 Definition. As used in this Lease, "interference" with a broadcasting activity means:
(A) Interference within the meaning of the provisions of the recommended practices of
the Electronics Industries Association (EIA) and the rules and regulations of the Federal
Communications Commission (FCC) then in effect, or
(B) A material impairment of the quality of either sound or picture signals on a
broadcasting activity as may be defined by the FCC at any hour during the period of
operation of activity, as compared with that which would be obtained if no other
broadcaster were broadcasting from the Property or had any equipment on the Property.
25.2 Interference.
(A) Tenant shall operate Tenant Facilities in a manner that shall not cause physical,
mechanical, radio frequency or signal interference to Landlord and other tenants or
licensees of the Property, provided that their installation predates the execution of this
Lease. All operations by Tenant shall be in compliance with all Federal Communication
Commission ("FCC") requirements.
(B) Subsequent to the installation of the Tenant Facilities, Landlord shall not permit
itself, its tenants or licensees to install new equipment on the Property if such equipment is
likely to cause physical, mechanical, radio frequency or signal interference with Tenant's
operations. Such interference shall be deemed a material breach by Landlord. In the event
interference occurs, Landlord agrees to take all reasonable steps necessary to eliminate such
interference in a reasonable time period. Landlord shall have the right to install equipment
that is in compliance with all FCC standards and regulations.
(C) Should Landlord or citizens thereof claim interference with their existing
residential uses due to Tenant Facilities, Tenant shall, at its sole cost and expense, cooperate
with Landlord to determine if Tenant Facilities are the source of such claimed interference.
Such cooperation shall include but not be limited to intermodulation studies. Should it be
detemrined by such studies that such interference is directly attributable solely to the
operations of the Tenant Facilities on the Property, Tenant, at its sole cost and expense,
shall use its best efforts in taking measures to modify the Tenant Facilities in order to
mitigate such interference to Landlord's reasonable satisfaction.
26: Environmental Matters.
26.1 Definition. For purposes of this Lease:
(A) "Applicable Environmental Laws" includes the Comprehensive Environmental
Response, Compensation, and Liability Act, any so called "Superfund" or "Super lien" law,
or any other Federal, state or local statute, law, ordinance, code, rule, regulation, order or
decree regulating, relating to, or imposing liability or standards of conduct concerning any
hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter
in effect.
(B) "Hazardous Material" includes any hazardous, toxic or dangerous waste,
substance or material as that term is defined in Applicable Environmental Laws.
26.2 No Hazardous Material. Neither the Landlord nor, to the best knowledge of Landlord,
any other person has ever caused or permitted any Hazardous Material to be placed, held, located or disposed
of on, under or at the Property or any part thereof nor any part thereof has ever been used by the Landlord, or
to the best knowledge of the Landlord, by any other person either as a permanent or temporary dump site or
storage site for any Hazardous Material.
26.3 Tenant's Indemnity. Tenant indemnifies the Landlord and agrees to hold the Landlord
harniless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any
and every kind whatsoever paid, incurred or suffered by or asserted against Landlord for, with respect to, or as
a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge,
emission, discharging or release form the Property or into or upon any land, the atmosphere, or any
watercourse, body of water or wetland, of any Hazardous Material (including, without limitation, any losses,
liabilities, damages, injuries, costs, expenses or claims asserted or arising under applicable Environmental
Laws) caused by or in the control of Tenant.
26.4 Landlord's Indemnity. In all other cases, Landlord indemnifies the Tenant and agrees to
hold the Tenant harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses
and claims of any and every kind whatsoever paid, incurred or suffered by or asserted against Tenant for, with
respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage,
spillage, discharge, emission, discharging or release from the Property or into or upon any land, the
atmosphere, or any watercourse, body of water or wetland, of any Hazardous Material (including, without
limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under
Applicable Environmental Laws).
26.5 Survival. The provisions of and undertakings and indemnification set out in this Section
shall survive the termination of this Lease.
26.6 Landlord represents and warrants that as to the Premises, Landlord's Property and any
other real estate owned by Landlord which are immediately next to the Premises and Landlord's Property
(collectively referred to as the "Real Estate") no portion of the Real Estate constitutes protected wetland or
any similar environmentally critical area.
27. Waiver of Landlord's Lien.
(A) Landlord waives any lien rights it may have concerning the Tenant Facilities
which are deemed Tenant's personal property and not fixtures, and Tenant has the right to
remove the same at any time without Landlord's consent.
(B) Landlord acknowledges that Tenant has entered into a financing arrangement
including promissory notes and financial and security agreement for the financing of the
Tenant Facilities (the "Collateral") with a third party financing entity (and may in the future
10
enter into additional financing arrangements with other financing entities). In connection
therewith, Landlord (i) consents to the installation of the Collateral; (ii) disclaims any
interest in the Collateral, as fixtures or otherwise; and (iii) agrees that the Collateral shall be
exempt from execution, foreclosure, sale, levy, attachment, or distress for any Rent due or
to become due and that such Collateral may be removed at any time without recourse to
legal proceedings.
28. Miscellaneous
The prevailing party in any action or proceeding to enforce the terms of this Agreement shall be
entitled to receive its reasonable attorneys' fees and other reasonable enforcement costs and expenses from
the non -prevailing party.
AGREED as of the later of the two dates below:
LANDLORD rdlb/ ]
Village of Elk Grove Village, A ROVEDi
an Illinois Municipal Corporation
By: Craig B. Johnson By:
Name: Craig B. Johnson Name: DBECTOR OF . RK
Title: Mayor TitlePULFWIST_.iTim op Am ISTRATION
Date: March 27, 2001 Date: 3 Z f%
11
EXHIBIT "A"
DESCRIPTION OF LAND
Exhibit 1W to the Lease dated March 27,. 2001, between the
VILLAGE OF ELK GROVE VILLAGE, an Illinois municipal corporation, as Landlord, and
Chicago 20 MHz, LLC d/b/a PrimeCo Personal Communications, as Tenant.
The Land is described and/or depicted as follows:
Common address: 676 Meachan Road Elk Grove Village, Illinois 60007
PIN No: 07-36-100-006
Land Description To Follow
The South 300.00 feet of the North 670.00 Feet of the
East 350.40 (as measured at right angles to the North
and East Lines Thereof) of the West Half of the
Northwest Quarter of Section 36, Township 41 North,
Range 10 East of the Third Principal Meridian, in
Cook County, Illinois
12
EXHIBIT "B'
DESCRIPTION OF PREMISES
Exhibit "B" to the lease dated March 27, 2001 between the VILLAGE OF ELK GROVE
VILLAGE, an Illinois municipal corporation as Landlord, and Chicago 20 MHz, LLC d/b/a PrimeCo
Personal Communications, as Tenant, as Tenant.
The Premises are described and/or depicted as attached hereto:
LEASE PARCEL
That part of the West half of the Northwest Quarter of Section 36, Township 41 North, Range 10 East of
the Third Principal Meridian described as follows: Commencing at an Iron Stake at the Intersection of the
North Line of the South 300.00 Feet of the North 670.00 Feet and the West Line of the East 350.40 Feet
(As Measured at Right Angles to the North and East Lines Thereof): Thence South 0 Degrees 21 Minutes
48 Seconds West, Along Said West Line, 1.17 Feet to a Point on the Westerly Extension of the Center Line
of a Chain Link Fence: Thence North 88 Degrees 48 Minutes 19 Seconds East, Along Said Extension and
Centerline 15.25 Feet to a Point of Beginning; Thence Continuing North 88 Degrees 48 Minutes 19
Seconds East 42.00 Feet: Thence South 0 Degrees 42 Minutes 10 Seconds West 40.02 Feet: Thence South
88 Degrees 48 Minutes 19 Seconds West 42.00 Feet: Thence North 0 Degrees 42 Minutes 10 Seconds East
40.02 Feet: to the Point of Beginning: All in Cook County, Illinois and Containing 1680 Square Feet
Therein.
UTILITY EASEMENT
That Part of the South 300.00 Feet of the North 670.00 Feet of the East 350.40 (As Measured at Right
Angles to the North and East Lines Thereof) of the West half of the Northwest Quarter of Section 36,
Township 41 North, Range 10 East of the third Principal Meridian, Bounded and Described as follows:
Commencing at a Iron Pipe Found at the Intersection of the West Right of Way Line of Meacham Road and
the North Line of the South 300.00 Feet of the North 670.00 Feet of the West half of Said Northwest
Quarter, Thence South 00 Degrees 00 Minutes 00 Seconds West Along Said West Right of Way Line,
300.31 Feet to a Point on the South Line of the North 670.00 Feet of the West Half of Said Northwest
quarter; Thence South 87 Degrees 24 Minutes 11 Seconds West Along Said Line, 221.98 Feet to the Point
of Beginning; Thence Continuing south 87 Degrees 24 Minutes I I Seconds West, 68.72 Feet to a Point on
the West Line of the East 360.40 of the West Half of Said Section 36, Thence North 00 Degrees 00
Minutes 00 Seconds East Along Said Line, 259.13 Feet; Thence North 88 Degrees 26 Minutes 31 Seconds
East 57.01 Feet: Thence south 00 Degrees 20 Minutes 22 Seconds West, 8.00 Feet: Thence South 88
Degrees 26 Minutes 31 Seconds West, 48.96 Feet; Thence South 00 Degrees 00 Minutes 00 Seconds East,
242.97 Feet; Thence North 87 Degrees 24 Minutes 11 Seconds East, 60.35 Feet: Thence South 02 Degrees
35 Minutes 49 Seconds East, 8.00 Feet to the Point of Beginning, containing 2948.56 Square Feet, in Cook
County. Illinois.
ACCESS EASEMENT
That Part of the South 300.00 Feet of the North 670.00 Feet of the East 350.40 (As Measured at Right
angles to the North and East Lines Thereof) of the West half of the Northwest Quarter of Section 36,
Township 41 North, Range 10 East of the Third Principal Meridian, Bounded and Described As Follows:
Commencing at a Iron Pipe Found at the Intersection of the West Right of Way Line of Meacham Road and
the North Line of the South 300.00 Feet of the North 670.00 Feet of the West Half of Said Northwest
Quarter; Thence South 00 Degrees 00 Minutes 00 Seconds West Along Said West Right of Way Line,
183.44 Feet to the Point of Beginning; Thence Continuing South 00 Degrees 00 Minutes 00 Seconds West
Along Said Line, 12.00 Feet: Thence North 90 Degrees 00 Minutes 00 Seconds West, 187.07 Feet; Thence
North 45 Degrees 00 Minutes 00 Seconds West, 20.76 Feet: Thence North 00 Degrees OOMinutes 00
Seconds West, 107.07 Feet; Thence North 46 Degrees, 33 minutes 29 Seconds West 13.77 Feet: Thence
south 88 Degrees 26 Minutes 31 Seconds West, 63.74 Feet; Thence North 00 Degrees 20 Minutes 22
Seconds West, 12.01 Feet: Thence North 88 Degrees 26 Minutes 31 Seconds East, 68.32 Feet: Thence
South 46 Degrees 33 Minutes 29 Seconds East, 23.90 Feet: Thence South 00 Degrees 00 Minutes 00
Seconds East, 107.27 Feet: Thence south 45 Degrees 00 Minutes 00 Seconds East, 10.82 Feet: Thence
South 90 Degrees 00 Minutes 00 Seconds East, 182.10 Feet to the Point of Beginning, containing 4708.87
Square Feet in Cook County, Illinois.
OrdPrimeCOE%B.dm