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HomeMy WebLinkAboutRes 07-12 04/03/2012 A Lease Agreement between MWRDGC and VOMP for Melas ParkRESOLUTION NO. 07-12 A RESOLUTION AUTHORIZING THE EXECUTION OF THE LEASE AGREEMENT BETWEEN METROPOLITAN WATER RECLAMATION DISTRICT OF GREATER CHICAGO (MWRDGC) AND THE VILLAGE OF MOUNT PROSPECT FOR PROPERTY COMMONLY KNOWN AS MELAS PARK WHEREAS, the Village of Mount Prospect, an Illinois home rule municipal corporation (hereinafter the "Village") and Metropolitan Water Reclamation District of Greater Chicago (MWRDGC) a municipal corporation organized and existing under of the laws of the State of Illinois (collectively "The Parties") entered into a Lease Agreement dated May 7, 1981 for certain park premises commonly known as Melas Park ("Melas Park"); and WHEREAS, a Third Amendment to the Lease Agreement was authorized by the MWRDGC Board of Commissioners on May 19, 2011; and WHEREAS, the Village of Mount Prospect and the MWRDGC agreed to extend the Lease Agreement for an additional period of nine (9) days from June 1, 2011 to and including June 9, 2011; and WHEREAS, on June 2, 2011, The Parties adopted resolutions approving the extension of the Lease Agreement for a full one (1) year period; and WHEREAS, the President and Board of Trustees of the Village of Mount Prospect find that it is in the best interests of the residents of the Village to enter into a new Lease Agreement for Melas Park. NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE MOUNT PROSPECT, COOK COUNTY, ILLINOIS, PURSUANT TO ITS HOME RULE POWERS: SECTION 1: The recitals set forth above are incorporated herein as if fully set forth. SECTION 2: The President and Clerk are hereby authorized to execute the Lease Agreement for Melas Park as reviewed and approved by The Village Attorney. SECTION 3: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: Hoefert, Juracek, Korn, Matuszak, Polit NAYS: None ABSENT: Zadel PASSED and APPROVED this 3rd day of April, 2012. �;,� rvana K. Wilk Mayor ATTEST: M. Lisa Angell Village Clerk 267454_1 AN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT, THE MOUNT PROSPECT PARK DISTRICT AND THE ARLINGTON HEIGHTS PARK DISTRICT FOR THE RECREATIONAL USE OF WATER RECLAMATION DISTRICT RETENTION RESERVOIR, COOK COUNTY, ILLINOIS (MELAS PARK) THIS AGREEMENT made and entered into this day of , 2012, by and among THE VILLAGE OF MOUNT PROSPECT, a municipal corporation (the "Village"), the MOUNT PROSPECT PARK DISTRICT and the ARLINGTON HEIGHTS PARK DISTRICT, municipal corporations (jointly referred to as "the Park Districts" and "the Parties"); WITNESSETH: WHEREAS, the Parties are legal entities organized and existing under the laws of the State of Illinois; and WHEREAS, the Village has entered into an agreement ("Master Lease") dated the day of , 2012, with the Water Reclamation District of Greater Chicago (the "Water Reclamation District") to develop, improve, maintain and use the Water Reclamation District Retention Reservoir (Melas Park) ("the Premises"), as further described on attached Exhibit A for recreational and sport activities. NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) and the premises, covenants and undertakings of the Parties and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: 1 SECTION ONE GRANT OF LICENSE A. Except as otherwise provided, the Village does hereby grant to the Park Districts the exclusive use of Melas Park for recreational events and activities for a period commencing on the date of this Agreement up to and including , 2032, and continuing thereafter until terminated by any Party upon ninety (90) days prior written notice. Provided that termination by one Park District will necessarily terminate the rights and obligations of the other Park District. The Park Districts shall have the right at their sole expense to maintain recreational lighting, shelter houses and other recreational support facilities, recreational equipment, driving range, recreational pathways, landscaping, shrubs and other plant material and parking lots all subject to the prior written approval of the Metropolitan Water Reclamation District's Chief Engineer and the Village Manager. In addition, all such work shall be in accordance with the Master Lease, attached as Exhibit B. The Park Districts acknowledge that they have inspected the Premises and accept the Premises in "as is" condition and waive any claims against the Village of Mount Prospect for any current or future defects which may be discovered. The Park Districts shall be responsible for any hazardous or toxic condition that either may create. B. The Park Districts intend to install new improvements as set forth on Exhibit B. The Village approves of these improvements provided they are installed in compliance with applicable law. C. The Village or its designate shall be responsible for the underground storm drainage systems, pump house, north parking lot and road leading into and out of 2 the Premises as configured on the date of this Agreement shall maintain such improvements at its expense. The Park Districts shall maintain the balance of the Premises and the recreational improvements on the property and share the cost of such maintenance between themselves as they may mutually agree. D. All maintenance and service fees for the electrical service on the plateau bordering Central Road shall be the responsibility of the agency using such service or authorizing the use of such service by a third party. E. Anything in this Agreement to the contrary notwithstanding, the Village reserves the right to conduct maintenance on the underground drainage systems serving the retention basin at any time on forty-eight (48) hours notice to the Park Districts. The Village will use its best efforts not to disrupt Park District programs but the Village shall not be liable for any disruptions to the programs. This shall in no way affect the Village's right to conduct emergency maintenance without notice to the Parties. SECTION TWO USE A. The Park Districts specifically understand that the license is granted exclusively to the Park Districts. The license does not give the Park Districts any interest or estate in the land. Both the Village and the Water Reclamation District, except as otherwise provided by this Agreement, retain control of the Premises, including access at all times for emergency purposes and routine testing and maintenance. The Village also retains the right to enter upon and use the Premises for the purpose of making such surveys, soil borings or other purposes as may be deemed necessary by the Village or the Water Reclamation District. However, any such use of the property, except for emergencies and routine testing and maintenance by the Water Reclamation District or the Village, which would interfere with scheduled Park District programs or activities may be made only upon at least sixty (60) days prior written notice. B. The Park Districts shall have the right to determine reasonable programs to be conducted on the Premises and the hours during which the public may have access to the Premises. C. The Village reserves the right to allow use of the Premises for the annual 4t" of July celebration, including a fireworks display, as well as up to four (4) other community events per year, the dates, term and duration of which shall be mutually coordinated by the Parties. The Village shall have the right to allow the sale or delivery of alcoholic beverages for the aforesaid five (5) events in each calendar year. D. Any Party disturbing or disrupting any part of the Premises because of a particular use of the Premises or because of the improvement of the Premises may be required to reasonably restore the Premises to its original condition other than normal wear and tear within a reasonable time after such use and/or improvement is completed. E. The Village reserves the right to use the northwest parking lot for dumping snow and as a transfer point for dumping leaves in the fall. The snow may be stored on site. F. The Village of Arlington Heights maintains a pumping station o the subject property. The Village of Arlington Heights shall retain such rights and/or license that it M currently has to enable it to continue to use and maintain the pumping station. The existing access road to the pumping station shall remain open twenty-four (24) hours a day for access by the Villages of Arlington Heights and Mount Prospect. G. Additionally, the Village or a third party may desire to construct a large diameter underground storm relief sewer on the subject property. The Village retains the full right to permit such underground storm sewer on reasonable terms agreed to by the Parties using reasonable caution to minimize the disruption to the Park Districts' programs. H. The Village shall have the absolute right to the exclusive use of a portion of the site of not to exceed one acre in the extreme southwest corner of the property for placement of an elevated water storage tank. The Village's only payment to the Park Districts for the site shall be the reasonable cost of moving structures or equipment from the area to another portion of the site. The Village of Mount Prospect reserves the right to use a strip of the Premises not less than twenty feet (20') in width along the north line of the current public works facility for utilities, ingress and egress and Village waterworks improvements. J. The Village shall patrol the Premises consistent with the manner in which it patrols other parks in the Village. SECTION THREE TERMINATION 5 A. In the event either of the Park Districts use or allow the Premises to be used for any purpose other than those specified in this Agreement, or violate any of its provisions, then this Agreement may be terminated by the Village as to the offending Park District. To affect such termination, the Village must give the Park District written notice to cease such improper activity or correct such violation. If the Park District fail to comply or are unable to comply with such notice within thirty (30) days of receipt of such notice, this Agreement shall be at an end and the Village shall have no further obligation to that Park District. However, all Parties acknowledge the existence of the Master Lease and that MWRD may have a right to terminate all use of the Subject Property, irrespective of which Party to this License Agreement may be the cause of the breach. Therefore, each Park District shall hold the Village harmless if the Master Lease is terminated by MWRD on account of a breach by either Park District. The Village shall have the right, but not the obligation to attempt to cure such a breach by a Park District and shall have the right, but not the obligation to enter into litigation with MWRD if MWRD threatens to terminate or does terminate the Lease on account of an alleged breach by any Party. B. If the Metropolitan Water Reclamation District or Village fails to give approval to the recreation development plans submitted by the Park Districts consistent with Exhibit B, then the Park Districts have the right to terminate this Agreement upon ninety (90) days written notice. C. Upon termination of this Agreement for any reason whatsoever, each Park District shall remove its own improvements, subject to the following: C 1. In the event this Agreement is terminated on account of (a) passage of the thirty-nine (39) year term; (b) breach by either Park District including a breach as described in (a) above; (c) or by order of the Water Reclamation District; the Park Districts shall vacate the Premises at their expense, within ninety (90) days of receiving written notice to do so. If the Agreement is terminated under this subsection (1), the Village of Mount Prospect shall not be responsible for payment for any improvements of any kind or nature installed by the Park Districts. 2. If the Village terminates the Agreement for reasons other than those set forth in (a), (b) or (c) in subsection 1 above, the Village shall pay to the Park Districts the depreciation cost of improvements made to the property, determined through use of a forty (40) year straight line depreciation method (figured from the date of installation) applied to the actual costs incurred by the Park Districts, less any federal or state grant monies received, in improving the property for such things as engineering, surveying, grading, drainage, seeding, landscaping, construction, purchase and/or installation of structures and equipment that have been approved by the Village and the Water Reclamation District. 3. Upon the termination of this Agreement for any reason whatsoever, the Park Districts shall, upon request of the Village, remove or cause to be removed any and all debris on the Premises and any and all landscaping, equipment, facilities, or other things erected or placed upon the Premises and will yield up the Premises to the Village in an good condition as when the same was entered upon by the Park Districts. Upon the Park Districts' failure to do so, the Village, after ninety (90) days' written notice 7 of intent to do so, may accomplish such removal at the sole expense and cost of the Park Districts. SECTION FOUR INDEMNIFICATION A. The Park Districts shall be solely responsible for and shall defend, indemnify, keep and save harmless, the Village and the Water Reclamation District, their officers, elected officials, commissioners, agents and employees, against all injuries, deaths, losses, damages, claims, suits, liabilities, judgments, costs and expenses, which may in any way accrue, directly or indirectly, against the Village or the Water Reclamation District, their officers, elected officials, agents or employees, in consequence of the granting of this license, or which may in any way result from or from any work don under this Agreement. This indemnification and hold harmless shall apply whether or not it is alleged or determined that the act was caused through negligence or omission of the Park Districts, or Park Districts' elected officials, employees or of any contractor or subcontractor, or their employees. This indemnification and hold harmless shall apply to any damage done to the Park Districts' property on account of flood, rainfall, snow, water damage and any other acts of God. Each Park District shall, at its sole expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising under this Paragraph A or incurred in connection with these indemnifications. B. The Village shall be solely responsible for and shall defend, indemnify, keep and save harmless, the Park Districts and the Water Reclamation District, their officers, commissioners, agents and employees, against all injuries, deaths, losses, damages, claims, suits, liabilities, judgments, costs and expenses, which may in any way accrue, directly or indirectly, against the Park Districts or either of them or their officers, elected officials, volunteers, agents or employees resulting from the Village's use of the property for the annual Fourth of July celebration and fireworks display, other events sponsored by, or use made of the property by, the Village, including use made of the property for maintenance purposes, whether or not it shall be alleged or determined that the act was caused through the negligence or omission of the Village of Mount Prospect, or the Village's agents or employees, or of any contractor, subcontractor or service organization or their agents or employees, if any, and the Village shall, at its sole expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising from or incurred in connection with such negligence or omission. SECTION FIVE INSURANCE Each Park District shall procure, maintain and keep in force, at its own expense, comprehensive general liability and property damage coverage which shall extend and apply to the Village and the Water Reclamation District, their commissioners, officers, elected officials, volunteers, agents and employees. This coverage shall be of the nature of and have limits in the amount set forth in Section 4.04 of the Master Lease. The obligations of the Village to the Water Reclamation District in Sections 4.04 through 4.12 shall likewise be the obligations of the Park Districts to the Village and the Water Reclamation District. 9 The Park Districts expressly understand and agree that the liability coverage required by this Agreement, or otherwise provided by the Parties, shall in no way limit the responsibility of the Park Districts to defend, indemnify, keep and save harmless the Village in accord with the terms of this Agreement. SECTION SIX MISCELLANEOUS A. Alternative Dispute Resolution/Arbitration. The Parties expressly agree that, in the event a claim is made naming more than one Party as a defendant, within sixty (60) days after service of the claim, or at another time agreed upon by the Parties in writing, to confer and discuss in good faith the issues of relative culpability and/or contribution among the Parties. The Parties shall attempt to determine the manner in which all costs, attorney's fees, compensation, damages and all other like charges shall be allocated among the Parties in the defense of the claim, or for settlement or trial of the claim. If no agreement is reached within ninety (90) days, the Parties shall have the right to take whatever action, whether legal or otherwise, available to them to enforce their respective rights under this Agreement. B. Phase I Environmental Studies. The Park Districts shall be jointly and severally liable for the costs of conducting any Phase I studies required by the Water Reclamation District in the Master Lease. This shall include the Phase I study to be commenced and conducted upon the execution of the Master Lease. C. Additional Compensation. Each Park District shall be responsible for the payment of the Additional Compensation pursuant to Article II, Paragraph B of the Master Lease with respect to revenue generated by the respective Park District's 10 activities. Each Park District shall furnish to the Village a certified statement of such revenue as set forth in Article II, Paragraph B. D. Taxes, Water Rates and Assessments. If any liability accrues to the Village under Section 3.06 of the Master Lease on account of either or both of the Park District(s)' activities or use of the Premises, then the Park Districts shall be jointly and severally liable to the Village for such accrual of liability. E. Development Construction and Environmental Obligations. Each and every obligation and undertaking of the Village pursuant to the Master Lease with respect to any construction, development, initiative or other matter shall apply with equal force and effect to the Park Districts as if the Park Districts were also signatories to the Master Lease. F. Notice. Any notice provided to be given shall be deemed properly served if delivered in writing personally or mailed by registered or certified mail, postage prepaid, return receipt requested, to the Parties in care of such persons or addresses as either party may from time to time designate in writing. G. Conflict. Wherever this Agreement conflicts with any previous agreements and leases signed with the Metropolitan Sanitary District (Metropolitan Water Reclamation District) and still in effect, the previous agreements and leases with the Metropolitan Sanitary District (Metropolitan Water Reclamation District) shall be in full force and effect and any conflicts in this Agreement shall be null and void. H. Joint and Several Liability. The Park Districts shall be jointly and severally liable for carrying out the terms of this Agreement. 11 IN WITNESS WHEREOF, the Parties have caused these presents to be executed in triplicate by their duly authorized officials and to be duly attested and have affixed their corporate seals all on the day and year first above written. ATTEST: Village Clerk ATTEST: ATTEST: VILLAGE OF MOUNT PROSPECT Mayor MOUNT PROSPECT PARK DISTRICT ARLINGTON HEIGHTS PARK DISTRICT IN 12 AN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT, THE MOUNT PROSPECT PARK DISTRICT AND THE ARLINGTON HEIGHTS PARK DISTRICT FOR THE RECREATIONAL USE OF WATER RECLAMATION DISTRICT RETENTION RESERVOIR, COOK COUNTY, ILLINOIS (MELAS PARK) THIS AGREEMENT made and entered into this. 10 day of july 2012, by and among THE VILLAGE OF MOUNT PROSPECT, a municipal corporation (the "Village"), the MOUNT PROSPECT PARK DISTRICT and the ARLINGTON HEIGHTS PARK DISTRICT, municipal corporations (jointly referred to as "the Park Districts" and "the Parties"), WITNESSETH: WHEREAS, the Parties are legal entities organized and existing under the laws of the State of Illinois; and WHEREAS, the Village has entered into an agreement ("Master Lease") dated the 10 day of , 2012, with the Water Reclamation District of Greater Chicago (the "Water Reclamation District") to develop, improve, maintain and use the Water Reclamation District Retention Reservoir (Melas Park) ("the Premises"), as further described on attached Exhibit A for recreational and sport activities. NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) and the premises, covenants and undertakings of the Parties and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: SECT1QN ONE -03ANT OF L1CgNSE A. Except as otherwise provided, the Village does hereby grant to the Park Districts the exclusive use of Melas Park for recreational events and activities for a period commencing on the date of this Agreement up to and including _jaLLy__1_Q 2051, and continuing thereafter until terminated by any Party upon ninety (90) days prior written notice. The Park Districts shall have the right at their sole expense to maintain recreational lighting, shelter houses and other recreational support facilities, recreational equipment, driving range, recreational pathways, landscaping, shrubs and other plant material and parking lots all subject to the prior written approval of the Metropolitan Water Reclamation District's Chief Engineer and the Village Manager. In addition, all such work shall be in accordance with the Master Lease, attached as Exhibit B. The Park Districts acknowledge that they have inspected the Premises and accept the Premises in "as is" condition and waive any claims against the Village of Mount Prospect for any current or future defects which may be discovered. The Park Districts shall be responsible for any hazardous or toxic condition that either may create. B. The Park Districts intend to install new improvements as set forth on Exhibit B. The Village approves of these improvements provided they are installed in compliance with applicable law. C. The Village or its designate shall be responsible for the underground storm drainage systems, pump house, north parking lot and road leading into and out of the Premises as configured on the date of this Agreement shall maintain such improvements at its expense. The Park Districts shall maintain the balance of the Premises and the recreational improvements on the property and share the cost of such maintenance between themselves as they may mutually agree. D. All maintenance and service fees for the electrical service on the plateau bordering Central Road shall be the responsibility of the agency using such service or authorizing the use of such service by a third party, E. Anything in this Agreement to the contrary notwithstanding, the Village reserves the right to conduct maintenance on the underground drainage systems serving the retention basin at any time on forty-eight (48) hours notice to the Park Districts, The Village will use its best efforts not to disrupt Park District programs but the Village shall not be liable for any disruptions to the programs. This shall in no way affect the Village's right to conduct emergency maintenance without notice to the Parties. SSE TI N TWO USE A. The Park Districts specifically understand that the license is granted exclusively to the Park Districts. The license does not give the Park Districts any interest or estate in the land. Both the Village and the Water Reclamation District, except as otherwise provided by this Agreement, retain control of the Premises, including access at all times for emergency purposes and routine testing and maintenance. The Village also retains the right to enter upon and use the Premises for the purpose of making such surveys, soil borings or other purposes as may be deemed necessary by the Village or the Water Reclamation District. However, any such use of the property, except for emergencies and routine testing and maintenance by the Water 3 Reclamation District or the Village, which would interfere with scheduled Park District programs or activities may be made only upon at least sixty (60) days prior written notice. B. The Park Districts shall have the right to determine reasonable programs to be conducted on the Premises and the hours during which the public may have access to the Premises. C. The Village reserves the right to allow use of the Premises for the annual 4th of July celebration, including a fireworks display, as well as up to four (4) other community events per year, the dates, term and duration of which shall be mutually coordinated by the Parties. The Village shall have the right to allow the sale or delivery of alcoholic beverages for the aforesaid five (5) events in each calendar year. D. Any Party disturbing or disrupting any part of the Premises because of a particular use of the Premises or because of the improvement of the Premises may be required to reasonably restore the Premises to its original condition other than normal wear and tear within a reasonable time after such use and/or improvement is completed. E. The Village reserves the right to use the northwest parking lot for dumping snow and as a transfer point for dumping leaves in the fall. The snow may be stored on site. F. The Village of Arlington Heights maintains a pumping station o the subject property. The Village of Arlington Heights shall retain such rights and/or license that it currently has to enable it to continue to use and maintain the pumping station. The 4 existing access road to the pumping station shall remain open twenty-four (24) hours a day for access by the Villages of Arlington Heights and Mount Prospect. G. Additionally, the Village or a third party may desire to construct a large diameter underground storm relief sewer on the subject property. The Village retains the full right to permit such underground storm sewer on reasonable terms agreed to by the Parties using reasonable caution to minimize the disruption to the Park Districts' programs. H. The Village shall have the absolute right to the exclusive use of a portion of the site of not to exceed one acre in the extreme southwest corner of the property for placement of an elevated water storage tank. The Village's only payment to the Park Districts for the site shall be the reasonable cost of moving structures or equipment from the area to another portion of the site. The Village of Mount Prospect reserves the right to use a strip of the Premises not less than twenty feet (20') in width along the north line of the current public works facility for utilities, ingress and egress and Village waterworks improvements. The Village shall patrol the Premises consistent with the manner in which it patrols other parks in the Village. A. In the event either of the Park Districts use or allow the Premises to be used for any purpose other than those specified in this Agreement, or violate any of its provisions, then this Agreement may be terminated by the Village as to the offending Park District. To affect such termination, the Village must give the Park District written notice to cease such improper activity or correct such violation. If the Park District fails to comply or is unable to comply with such notice within thirty (30) days of receipt of such notice, this Agreement shall be at an end and the Village shall have no further obligation to that Park District. However, all Parties acknowledge the existence of the Master Lease and that MWRD may have a right to terminate all use of the Subject Property, irrespective of which Party to this License Agreement may be the cause of the breach. Therefore, each Park District shall hold the Village harmless if the Master Lease is terminated by MWRD on account of a breach by either Park District. The Village shall have the right, but not the obligation to attempt to cure such a breach by a Park District and shall have the right, but not the obligation to enter into litigation with MWRD if MWRD threatens to terminate or does terminate the Lease on account of an alleged breach by any Party. B. If the Metropolitan Water Reclamation District or Village fails to give approval to the recreation development plans submitted by the Park Districts consistent with Exhibit B, then the Park Districts have the right to terminate this Agreement upon ninety (90) days written notice. C. Upon termination of this Agreement for any reason whatsoever, each Park District shall remove its own improvements, subject to the following: In the event this Agreement is terminated on account of (a) passage of the thirty-nine (39) year term; (b) breach by either Park District including a breach as described in (A) above; (c) or by order of the Water Reclamation District; the Park Districts shall vacate the Premises at their expense, within ninety (90) days of receiving written notice to do so. If the Agreement is terminated under this subsection (1), the Village of Mount Prospect shall not be responsible for payment for any improvements of any kind or nature installed by the Park Districts. 2, If the Village terminates the Agreement for reasons other than those set forth in (a), (b) or (c) in subsection 1 above, the Village shall pay to the Park Districts the depreciated cost of improvements made to the property, determined through use of a forty (40) year straight line depreciation method (figured from the date of installation) applied to the actual costs incurred by the Park Districts, less any federal or state grant monies received, unless reimbursement to such governmental body is required in improving the property for such things as engineering, surveying, grading, drainage, seeding, landscaping, construction, purchase and/or installation of structures and equipment that have been approved by the Village and the Water Reclamation District. 3. Upon the termination of this Agreement for any reason whatsoever, the Park Districts shall, upon request of the Village, remove or cause to be removed any and all debris on the Premises and any and all landscaping, equipment, facilities, or other things erected or placed upon the Premises and will yield up the Premises to the Village in an good condition as when the same was entered upon by the Park Districts. Upon the Park Districts' failure to do so, the Village, after ninety (90) days' written notice of intent to do so, may accomplish such removal at the sole expense and cost of the Park Districts. VA SECTION FOUR INDEMNIFICATION A. The Park Districts shall be solely responsible for and shall defend, indemnify, keep and save harmless, the Village and the Water Reclamation District, their officers, elected officials, commissioners, agents and employees, against all injuries, deaths, losses, damages, claims, suits, liabilities, judgments, costs and expenses, which may in any way accrue, directly or indirectly, against the Village or the Water Reclamation District, their officers, elected officials, agents or employees, in consequence of the granting of this license, or which may in any way result from or from any work don under this Agreement. This indemnification and hold harmless shall apply whether or not it is alleged or determined that the act was caused through negligence or omission of the Park Districts, or Park Districts' elected officials, employees or of any contractor or subcontractor, or their employees. This indemnification and hold harmless shall apply to any damage done to the Park Districts' property on account of flood, rainfall, snow, water damage and any other acts of God. Each Park District shall, at its sole expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising under this Paragraph A or incurred in connection with these indemnifications. B. The Village shall be solely responsible for and shall defend, indemnify, keep and save harmless, the Park Districts and the Water Reclamation District, their officers, commissioners, agents and employees, against all injuries, deaths, losses, damages, claims, suits, liabilities, judgments, costs and expenses, which may in any way accrue, directly or indirectly, against the Park Districts or either of them or their 8 officers, elected officials, volunteers, agents or employees resulting from the Village's use of the property for the annual Fourth of July celebration and fireworks display, other events sponsored by, or use made of the property by, the Village, including use made of the property for maintenance purposes, whether or not it shall be alleged or determined that the act was caused through the negligence or omission of the Village of Mount Prospect, or the Village's agents or employees, or of any contractor, subcontractor or service organization or their agents or employees, if any, and the Village shall, at its sole expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising from or incurred in connection with such negligence or omission. AECTIQN FIVE INSURANCE Each Park District shall procure, maintain and keep in force, at its own expense, comprehensive general liability and property damage coverage which shall extend and apply to the Village and the Water Reclamation District, their commissioners, officers, elected officials, volunteers, agents and employees. This coverage shall be of the nature of and have limits in the amount set forth in Section 4.04 of the Master Lease. The obligations of the Village to the Water Reclamation District in Sections 4.04 through 4.12 shall likewise be the obligations of the Park Districts to the Village and the Water Reclamation District. The Park Districts expressly understand and agree that the liability coverage required by this Agreement, or otherwise provided by the Parties, shall in no way limit 0 the responsibility of the Park Districts to defend, indemnify, keep and save harmless the Village in accord with the terms of this Agreement. SECTION SIX MISCELLA!SF=QUS A. AlLernative DispyLe Rg§glWti9 n/Arbitration. The Parties expressly agree _ that, in the event a claim is made naming more than one Party as a defendant, within sixty (60) days after service of the claim, or at another time agreed upon by the Parties in writing, to confer and discuss in good faith the issues of relative culpability and/or contribution among the Parties. The Parties shall attempt to determine the manner in which all costs, attorney's fees, compensation, damages and all other like charges shall be allocated among the Parties in the defense of the claim, or for settlement or trial of the claim. If no agreement is reached within ninety (90) days, the Parties shall have the right to take whatever action, whether legal or otherwise, available to them to enforce their respective rights under this Agreement. B. Ph se I Environmef]tgl SIL udieg, The Park Districts shall be jointly and severally liable for the costs of conducting any Phase I studies required by the Water Reclamation District in the Master Lease. This shall include the Phase I study to be commenced and conducted upon the execution of the Master Lease. C. Addition alQorn2ensa . -tion, Each Park District shall be responsible for the payment of the Additional Compensation pursuant to Article 11, Paragraph B of the Master Lease with respect to revenue generated by the respective Park District's activities. Each Park District shall furnish to the Village a certified statement of such revenue as set forth in Article 11, Paragraph B. U1 D. Taxes Water Rates and Assessments. If any liability accrues to the Village under Section 3.06 of the Master Lease on account of either or both of the Park District(s)' activities or use of the Premises, then the Park Districts shall be jointly and severally liable to the Village for such accrual of liability. E. Dqyglogrnent. Construction and Environmental Obligations. Each and every obligation and undertaking of the Village pursuant to the Master Lease with respect to any construction, development, initiative or other matter shall apply with equal force and effect to the Park Districts as if the Park Districts were also signatories to the Master Lease, F. Notice. Any notice provided to be given shall be deemed properly served if delivered in writing personally or mailed by registered or certified mail, postage prepaid, return receipt requested, to the Parties in care of such persons or addresses as either party may from time to time designate in writing. G. Conflict. Wherever this Agreement conflicts with any previous agreements and leases signed with the Metropolitan Sanitary District (Metropolitan Water Reclamation District) and still in effect, the previous agreements and leases with the Metropolitan Sanitary District (Metropolitan Water Reclamation District) shall be in full force and effect and any conflicts in this Agreement shall be null and void. H. Joint Lang Several Li bilit . The Park Districts shall be jointly and severally liable for carrying out the terms of this Agreement. IN WITNESS WHEREOF, the Parties have caused these presents to be executed in triplicate by their duly authorized officials and to be duly attested and have affixed their corporate seals all on the day and year first above written. ATTEST - 0 0 Vill;a-ge. .... . d re- r- AITEST: F-1 I 111 * 3 A VILLAGE OF MOUNT PROSPECT 4 By: "'AAdm Mayor MOUNT PROSPECT PARK DISTRICT ARLINGTON HEIGHTS P 12 1500 W CENTRAL ROAD EXHISITA cI, "'MM -Ma jj L-A ............ I Village of Mount Prospect Melas Park, L-123 10 NE 012 REV. 06/7/12 LEASE AGREEMENT (Governmental Form) THIS INDENTURE, made this 5th day of April 2012, by and between the METROPOLITAN WATER RECLAMATION DISTRICT OF GREATER CHICAGO, a municipal corporation organized and existing under the laws of the State of Illinois, with principal offices at 100 East Erie Street, Chicago, Illinois 60611 (hereinafter designated the "Lessor"), and THE VILLAGE OF MOUNT PROPSECT a body corporate and politic organized and existing under the laws of the State of Illinois, with principal offices at 50 South Emerson Street, Mount Prospect, Illinois, 60056 (hereinafter designated the "Lessee"). WITNESSETH THAT: ARTICLE ONE 1.01 DEMISED PREMISES The Lessor for and in consideration of the rents hereinafter reserved and of the covenants and agreements hereinafter contained, does hereby demise and lease unto said Lessee all of the Demised Premises legally described in Exhibit "A" which is attached hereto and made a part hereof and depicted in the in the plat of survey marked Exhibit "B" which is attached hereto and made a part hereof located in the County of Cook and State of Illinois for public or public recreation purposes, as more specifically described in Article Three, Paragraph 3.07 hereof, pursuant to 70 ILCS 2605/8 and Bc consisting of approximately 70 acres of improved real estate and commonly known as: 70 acres of Lessor's real estate located at the Mount Prospect Retention Reservoir site located at 1 West Central Road, in Mount Prospect, Illinois and known as Melas Park. 1.02 TERM OF LEASE The term of this Lease is 39 years, beginning on the 1st day of June, A.D., 2012, and ending on the 31" day of May, A.D. 2051, unless said term shall be sooner ended under the provisions hereof. ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY NOTWITHSTANDING, THIS LEASE IS TERMINABLE BY LESSOR IN ACCORDANCE WITH SERVICE UPON LESSEE OF A ONE-YEAR NOTICE TO TERMINATE AFTER DETERMINATION BY THE BOARD OF COMMISSIONERS AND EXECUTIVE DIRECTOR OF LESSOR THAT THE DEMISED PREMISES (OR PART THEREOF) HAS BECOME ESSENTIAL TO THE CORPORATE PURPOSES OF THE LESSOR. 1N SUCH EVENT, ANY RENT DUE SHALL BE ABATED IN DIRECT PROPORTION TO THE AREA RECOVERED HEREUNDER AS COMPARED TO THE AREA OF THE ORIGINAL LEASEHOLD. 1.03 LEASE EXECUTED BY LES.SOA WITHOUT WARRANTIES It is expressly covenanted and agreed by the paries hereto that the Lessor executes and delivers this Lease without representation or warranties concerning Lessor's title to the premises and authority to execute this Lease and building and zoning laws affecting the demised premises. The Lessee has examined the title to the premises and Lessor's authority to enter into this Lease and is satisfied therewith. Lei-.ee has further excmir,ed the building and zoning laws concerning the demised premises a -id :s �a;lsfled that ;t may :r nstruct such improvements as it deems necessary in connection with its proposed use of Lite Demised Premises of this Lease and that said Lessee may use the demised premises in accordance with the uses provided for in Section 3.07 of this Lease: A. In the event on the date hereof or any time hereafter, the building and zoning laws do not permit the use set forth in Section 3.07 hereof or the construction set forth in Section 6.01 hereof, the Lessee agrees, at its own expense within one (1) year of the date of this lease, to take such action as may be necessary to obtain such zoning change and building permits or to obtain Lessor's approval of a different use or improvement which Is permitted under the zoning laws/building codes; B. The failure of the Lessee to obtain such zoning change as may be necessary and/or such building permit within one (1) year of the date of this Lease, shall be cause for immediate cancellation of this Lease, at the option of the Lessor, provided, however, in this event, all rents due or coming due hereunder shall abate as of the date of the cancellation of this Lease pursuant to this subsection. 1.04 EFFECT OF CONDEMNATION OF DEMISED PREMISES It is expressly covenanted by the parties hereto that in the event of any condemnation of the Premises herein leased, of the Demised Premises herein granted, or any part thereof, the entire condemnation award shall be the sole property of the Lessor, except for the actual value of the improvements made by Lessee during this Lease as of the date of the final judgment order in said condemnation proceedings; that Lessee shall be entitled only to a decrease in the rent reserved by percentage in relation to the whole tract to the part taken; and in the event the whole tract is taken or so much of the trnrt is taken as to prohibit the operation or use of the Demised Premises by Lessee for the purpose set forth In Section 3.07 hereof on the portion remaining impracticable, the Lessee shall be entitled to the cancellation of this Lease. ARTICLE TWO 2.01 RENT AND ADDITIONAL COMPENSATION The Lessee covenants and agrees, in consideration of the leasing of the Premises aforesaid, to pay to the Lessor as rent for the said Demised Premises: A. BASIC ANNUAL RENTAL PAYMENT: During the term of this Lease, the annual rental shall be TEN AND NO/100 DOLLARS (10.00) per annum, due and payable on June 1, 2012, and every June 15t thereafter during the term of this Lease. D. ADDITIONAL COMPENSATION Cash: In addition to the foregoing cash rent to be paid by Lessee to Lessor, Lessee shall pay in cash to Lessor twenty-five percent (25%) of the gross revenues generated by Lessee's use of or activities on the Demised Premises, less the amortized expenses of any improvements that Lessee shall make to or upon the Demised eremist­s, less the expense incurred by Lessee to maintain and oporate the Den^ice Premises, and less any bond repayments used to finance any improvements to the Demise Premises. On each anniversary of the effective date of this Lease, Lessee shall furnish to Lessor an audited and certified staterren+ of all items of income attributable to Lessee': usz of tha Demised Cremises and simultaneously remit its check to Lesso.- ;n oo amount equal to tt,e aforesaid percentage 2 multiplied by the audited and certified statement for that one-year period. All ' such audited and certified statements shall be subject to confirmation by Lessor. Lessee shall furnish all original books and records or certified copies thereof necessary to confirm such statements, upon reasonable demand by Lessor, at no cost to Lessor. E. In addition, the Lessee shall pay all administrative and legal costs Incurred by the Lessor In collecting any arrearage in rent including but not limited to payment for legal work for the preparation of lawsuits and for the issuance of notices. ARTICLE THREE GENERAL PROVISIONS 3.01 INTEREST ON RENT NOT PAID WHEN DUE Lessee agrees that any and all installments of rent accruing under the provisions of this Lease, which shall not be paid when due, shall, subject to any applicable limitation imposed by State statute, bear Interest of the rate of two percent (2%) per annum in excess of the prime rate charged by a principal bank In Chicago, Illinois, to its commercial borrowers as determined on the first date of a delinquency from the day when the some is or are payable by the terms of this Lease, until the same shall be paid; provided if any installment or installments of said rent shall become due on a Sunday or legal holiday the same shall be paid without interest on the next succeeding regular business day. 3.02 RENT RESERVED TO BE LIENS ON ALL BUILDINGS, ETC. ERECTED ON DEMISED PREMISES It is agreed by Lessee that the whole amount of rent reserved and agreed to be paid for the Demised Premises and each and every Installment thereof shall be and is hereby declared to be a valid lien upon all buildings and other improvements on the Demised Premises or that may at any time be erected, placed or put on the Demised Premises by the Lessee and upon the interest of said Lessee in this Lease and in the Demised Premises hereby leased. 3.03 FORCIBLE COLLECTION OF RENT BY LESSOR NOT TO AFFECT RELEASE OF OBLIGATIONS It Is expressly understood and agreed that the forcible collections of the rent by any legal proceedings or otherwise by the Lessor or any other action taken by Lessor under any of the provisions hereof, except a specific termination or forfeiture of this Lease, shall not be considered as releasing the Lessee from its obligation to pay the rent as herein provided for the entire period of this Lease. 3.04 WAIVER OF RIGHT OF COUNTERCLAIM In the event Lessor commences any legal proceedings for non-payment of rent, forcible detainer or violation of any of the terms hereof, Lessee will not interpose any set off of any nature or description In any such proceedings. 3.05 RIGHT OF LESSC1k TO RE-ENTER DEMISED PREMISES UPON EY.PIRATION OF NOTICE It is understood and agreed by and between the parties hereto that if the Lessee shall default in the payment of any of the rent herein provided for upon the day the same becomes due and payable, and such defa0t shall con+inue for thirty "30) days after notice thereof in writing given by the Lessor or its agent or attorney to the Lassee in the manner hereinafter provided, or in case the Lessee shat; default in or fail to perforin and carry out any of the other 3 covenants and conditions herein contained, and such default or failure shall continue for ninety (90) days after notice thereof and provided that Lessee has not initiated corrective action with respect to the default which is the subject of said notice within the initial thirty (30) days of said notice in writing given in like manner, then and In any and either of such events, it shall and may be lawful for the Lessor, of Its election„ at or after the expiration of said thirty (30) days or said ninety (90) days (as the case may be) offer the giving of said notice to declare said term ended, either with or, without process of low, to re-enter, to expel, remove, and put out the Lessee or any other person or persons occupying the Demised Premises, using such force as may be necessary in so doing„ and repossess and restore Lessor to its first and former estate, and to distrain for any rent that may be due thereon upon any of the property of the Lessee located on the Demised Premises, whether the some shall be exempt from execution and distress by law or not; and the Lessee, for itself and its assigns, in that case, hereby waives all legal right, which it now has or may have, to hold or retain any such property, under any exemption laws now in force in this State, or any such property, under any exemption laws now in force in this State, or in any other way; meaning and intending hereby to give the Lessor, its successors and assigns, a valid lien upon any and all the goods, chattels or other property of the Lessee located on the Demised Premises as security for the payment of said rent in a manner aforesaid. And if at the some time said term shall be ended at such election of the Lessor, its successors or assigns, or in any other way, the Lessee for itself and its successors and assigns, hereby covenants and agrees to surrender and deliver up said Premises and property peaceably to the Lessor, its successors or assigns, Immediately upon the termination of said term as aforesaid; and if the Lessee or the successors or assigns of the Lessee shall remain in possession of the same on the day after the termination of this Lease, in any of the ways above named, it shall be deemed guilty of a forcible detainer of the Demised Premises under the statutes and shall be subject to all the conditions and provisions above named, and to eviction and removal, forcible or otherwise, with or without process of law, as above stated. 3.06 LESSEE TO PAY TAXES, ASSESSMENTS AND WATER RATES As a further consideration for granting this Lease, the Lessee further covenants, promises and agrees to bear, pay and discharge (in addition to the rent specified) on or before the penalty date, all water rates, taxes, charges for revenue and otherwise, assessments and levies, general and special, ordinary and extraordinary, of any kind whatsoever, which may be taxed charged, assessed, levied or imposed upon the Demised Premises or upon any and all of which may be assessed, levied or imposed upon the Demised Premises estate hereby created and upon the reversionary estate in said Demised Premises during the term of this Lease. Provided, however, that Lessee shall not be responsible for any such charges or amounts taxed, charged, assessed, levied or imposed attributable to the use of the Demised Premises by Lessor, or other permittees or licensees of Lessor, And it is further understood, covenanted and agreed by the parties hereto that all of said water rates, taxes, assessments and other impositions shall be paid by sold Lessee before they shall respectively become delinquent, and in any case within adequate time to prevent any judgment, sale or forfeiture. In the event real estate taxes are levied or extended with respect to the Demised Premises on the basis of Improved reel estats, Lessee shall deposit a sum of money equal to one hundred ten percent (110%) of cacF: year's `axes with Lessor during the term of this Lease, to be held In reserve to secure poynwot c,f Lessee's real estate taxes. Any sums of monies in excess of the one hundred ten percent (110%) retainage held by Lessor in the reserve after the payment of the second installment of the current year's real estate taxes for the Demised Premises will be remitted to the Les:co, Ii the event Lessee fans to submit to the Lessor proof of payment of the real estate tax applicabi to the Demised Premises property within sixty (60) days of the date sold fox is due Doer Lessor shall offe► rea-,onable written notice apply the 4 escrow funds to pay the unpaid real estate taxes and any penalties and Interest due thereon, without questioning or being accountable to Lessee for the correctness or legality of the same. If the amount of funds held by Lessor should not be sufficient to pay said taxes, Lessee shall remit to Lessor that additional amount necessary to pay sold deficiency within thirty (30) days from the date written demand of some is made by Lessor to Lessee. Lessee's obligation to fund and maintain a balance on deposit equal to one hundred ten percent (110%) of the prior year's real estate taxes in the aforesaid reserve is a continuing obligation of Lessee during the term of this Lease. 3.07 USE OF DEMISED PREMISES It is understood that the the Demised Premises are to be used by said Lessee for the sole and exclusive purpose of public recreational purposes including civic celebrations, carnivals and other purposes incidental thereto, including maintaining parking areas on the Demised Premises, constructing and maintaining a golf driving range; also, Lessee is allowed to sell alcoholic beverages for five (S) desinated adults events In each calendar year to be named by Lessee, subject to Lessee's furnishing drarn shop insurance or other applicable insurance protection, with respect to such activities with policy limits, form and carrier approved by Lessor and naming Lessor, its Commissioners, officers, agents and employees as additional insureds, sold Insurance shall provide that said policy shall not be cancelled without twenty ('20) days advance written notice thereof, In addition to any insurance provided pursuant to Section 4.03 for which the Lessor Is the named Insured. Lessee agrees that all proceeds above costs derived from the sale of alcoholic beverages will be applied to landscaping and to improve the park premises; and for no other purpose whatsoever. 3.08 PROHIBITED USES AND ACTIVITIES Lessee specifically agrees not to use the said Demised Premises or any part thereof, or suffer them to be used for tanneries, slaughter houses, rendering establishments, or for any use of similar character or for gambling in any form, or for the conducting thereon of any business which shall be unlawful. Except as provided for in Section 3.07 of this Lease, Lessee also specifically agrees that no alcoholic beverages of any kind, shall be sold, given away or consumed with the knowledge and consent of Lessee on the Demised Premises unless this Lease is for a term of more than twenty (20) years and then only with the prior written consent of Lessor's Board of Commissioners and the furnishing of dram shop insurance or other applicable insurance protection, with respect to such activities with policy limits, form and carrier approved by Lessor and naming Lessor, its Commissioners, officers, agents and employees as additional insureds, said insurance shall provide that said policy shall not be cancelled without twenty (20) days advance written notice thereof, in addition to any insurance provided pursuant to paragraph 4.03 for which the Lessor is the named insured. Hunting and the manufacture, sale, distribution, discharge and unauthorized use of guns and firearms on the leasehold premises is expressly prohibited. 3.09 LESSEE TO YIELD UP DEMISED PREMISES, ETC., UPON EXPIRATION OF LEASE AND DEMOLISH ANY IMPROVEMENTS IF NOTIFIED BY LESSOR The Lessee agrees at the expiraticn cf the te.-rr hereby created or the termination of this Lease under the provisions hereof, to yleid uo scid Demised Premises, together with any buildings or Improvements which may be constructed or placed upon the Demised Premises, to the Lessor in as good condition as when sold buildings or Improvements were constructed or placed thereon, ordinary wear and tear excepted. Lessee agrees to remove any and all storage tanks from the Demised rrero:ses wh;ch Lessee placed on the Demised Premises Including above -ground and below-gro,ina sturage tanks prin• to the expiration of the Lease. Lessee agrees to remove any and all asoestos containea on Demised Premises, and placed on the Demised Premises by Lessee or any third party during the term of this Lease prior to the expiration of the Lease, including but not limited to, asbestos contained in any fixture, improvements or buildings located on the Demised Premises. On hundred twenty (120) days prior to the expiration of this Lease, Lessor will determine which, if any, improvements constructed by Lessee during the term of this Lease on the Demised Premises shall be demolished. Lessee will, upon receipt of ninety (90) days advance written notice, demolish at Lessee's sole cost and expense, the improvements identified by Lessor. Should Lessee fail to demolish the improvements after notice, Lessor will have these improvements demolished and Lessee will be required to pay all costs therefor. This requirement survives expiration or termination of this Lease Agreement. 3.10 FAILURE OF LESSOR TO INSIST ON PROVISIONS NO WAIVER The Lessee covenants and agrees that if the Lessor shall one or more times waive its right to Insist upon prompt and satisfactory performance according to the terms of this Lease of any of the obligations of the Lessee, no such waiver shall release the Lessee from its duty promptly and strictly to satisfy at all times after such waiver each and every obligation arising under the provisions of this Lease, and especially any of such provisions with respect to which such waiver may previously have been made by the Lessor as aforesaid; and the Lessee covenants and agrees that if the Lessor shall for any length of time waive any right or rights accruing to Lessor under the provisions of this Lease, such waiver shall be construed strictly in Lessor's favor and shall not estop Lessor to insist upon any rights, subsequently accruing to it under this Lease not in of the obligations under this Lease, no waiver by the Lessor of its right to take advantage of terms specifically waived; and the Lessee covenants and agrees that if Lessee violates any of the obligations under this Lease, no waiver by the Lessor of its right of take advantage of such violation shall estop Lessor from insisting upon Its strict rights in case of and as to any subsequent violation by the Lessee of the same or any other obligation; and the Lessee covenants and agrees that this provision of this Lease shall apply especially (but not exclusively) to the right of the Lessor to require prompt payment of the rent In this Lease and that neither acceptance by the Lessor of any payment of any other unpaid Installment or Installments of rent, nor any endorsement or statement on any check or letter, accompanying any check or payment be deemed an accord and satisfaction and Lessor may accept such check or payment without prejudice to Lessor's right to recover the balance of rent or pursue any other remedy provided in this Lease. 3.11 VARIOUS RIGHTS, CUMULATIVE, ETC, The Lessee agrees that the various rights and remedies of the Lessor contained in this Lease shall be construed as cumulative, and no one of them as exclusive of the other or exclusive of any rights or remedies allowed by law, and that the right given in this Lease to the Lessor to collect any additional rent, monies or payments due under the terms of this Lease by any proceedings under this Lease or the right herein given the Lessor to enforce any of the terms and provisions of this Lease, shall not in cry way affect the right of the Lessor to declare this Lease terminated and the term hereby craat3d zndod, cs herein provided, upon the default of the Lessee, or failure of the Lessee to perf�mn wed parry out, all of the provisions in this Lease provided to be performed and carried out by the Lessee. 3.12 RIGHT TO MORTGAGE DEMISED PREMISES A. The Lessee is hereby exares�ly giveo the right at c.ny time and from time to time, to mortgage its imerest in the Demised Premises by mortgage or trust deed, but any such mortgage or trust deed shall in no way create any lien or encumbrance on the fee of the Demised Premises and the interest of the Lessor therein and the interest of the Lessor in any improvements which may be placed on the Demised Premises by the Lessee; and it Is further mutually covenanted and agreed that the mortgagee or trustee in any such mortgage or trust deed and the holder or owner of the indebtedness secured by said mortgage or trust deed shall not become personally liable upon the covenants in the Lease unless and until it or its assignee(s) shall acquire the Demised Premises estate created by this Lease. It is further covenanted and agreed that any mortgage or trust deed must be paid in full and a duly executed and recordable release thereof issued therefor prior to the expiration of the term of said Demised Premises. B. DEMISED PREMISES MORTGAGEE - TAX ESCROW: If any Demised Premises Mortgagee while the holder of any Leasehold Mortgage with respect to the Demised Premises shall require Lessee to deposit with such Demised Premises Mortgagee the amounts necessary to pay the general real estate taxes and/or special assessments against the Demised Premises pursuant to paragraph 3.06 hereof, Lessee may make such deposits directly with said Mortgagee, provided, however, that such Demised Premises Mortgagee or Lessee shall notify Lessor of said requirement in advance of Lessee's making the first such deposit and Lessee or Lessee's Mortgagee documents to Lessor's satisfaction the fact of the establishment and annual maintenance of the required escrow deposits hereunder. In any event, where Lessee is required to deposit with the Demised Premises Mortgagee the amounts necessary to pay the general real estate taxes and/or special assessments, the same to be paid as and when the same become due and payable, and the Lessee shall cause to be delivered to Lessor the receipted bills or photostatic copies thereof showing such payment within thirty (30) days after such receipted bills shall have been received by Lessee. 3.13 DISCLOSURE OF LEASE TO COUNTY TAX ASSESSOR Within thirty (30) days from the effective date of this Lease, Lessee shall deliver to the Assessor of the County in which the Demised Premises is situated a copy of this Lease so that sold Assessor can take such steps as he determines necessary to subject the interest of the Lessee to general real estate taxation. 3.14 NO NUISANCE PERMITTED The Lessee covenants and agrees not to maintain any nuisance on the Demised Premises or permit any noxious odors to emanate from the Demised Premises which shall be in any manner injurious to or endanger the hea'th, saf=1y cnd comfort of the persons residing or being in the vicinity of the Demised Premises. 3.15 DEMISED PREMISES TO REMAIN CLEAN AND SANITARY The Lessee covenants and agress to keep the Dem?set'. Premises in a clean and sanitary condition in accordance with all aapEcable laws, ordinance.;, statutes and regulations of the county, city, village, town or munic19,31ily (wherein the DE-mised Premises are located), the State of Illinois, the United States of America, and the Metropolitan Water Reclamation District of Greater Chicago. 3.16 LESSEE SHALL ABIDE BY LAW The Lessee covenants and agrees that it shall abide by any and all applicable laws, ordinances, statutes and regulations of the county, city, village, town or municipality (wherein the Demised Premises are located), the State of Illinois, the United States of America, and enforcement and regulatory agencies thereof and the Metropolitan Water Reclamation District of Greater Chicago which regulate or control the Demised Premises, the Lessee and/or Lessee's use of the Demised Premises. It shall be the sole responsibility of the Lessee to comply with all reporting and consultation requirements of the Illinois Department of Natural Resources (IDNR) Including but not limited to Title 17 Section 1075 of the Illinois Administrative Code, and Lessee shall submit evidence of compliance with IDNR requirements to the Lessor. ARTICLE. FQU R 4.01 INDEMNIFICATION The Lessee for itself, its executors, administrators, successors and assigns agrees to and does hereby expressly assume all responsibility for and agrees to defend, indemnify, save and keep harmless the Lessor, Its Commissioners, officers, agents, servants, and employees against any claim (whether or not meritorious), loss, damage, cost or expense which the Lessor, its Commissioners, officers, agents, servants and employees may suffer, incur or sustain or for which it may become liable, growing out of any injury to or death of persons or loss or damage to property which shall at any time during the term of this Lease be caused by or in connection with the use, occupancy or possession of the Demised Premises, and for any such loss, damage, cost or expense which shall at any time during the term of this Lease be caused by or in the performance of any work or construction, installation, maintenance, removal or repair of any buildings or structures placed upon the Demised Premises, whether the same be caused by the negligence of Lessee, any contractor employed by Lessee, or by the negligence of Lessor, its Commissioners, officers, agents, employees or contractors or as a penalty or claim for the sale or giving away of any intoxicating liquors on or about the Demised Premises, or the use of the Demised Premises for illegal or immoral purposes. In case any action, suit or suits shall be commenced against the Lessor growing out of any such claim, loss, damage, cost or expense, the Lessor may give written notice of the same to the Lessee, and thereafter the Lessee shall attend to the defense of the same and save and keep harmless the Lessor from all expense, counsel fees, costs, liabilities, disbursements, and executions in any manner growing out of, pertaining to or connected therewith. Lessee shall not be responsible for actions that result from the sole negligence of Lessor. 4.02 INDEMNIFICATION AGAINST MECHANICS LIEN The Lessee agrees to indemnify, save and keep harmless the Lessor of and from any claims for mechanics' liens by reason of any construction work, repairs, replacements or other work or for any improvements made to or placed upon the Demised Premises by or in behalf of Lessee or at Lessee's instance. 4.03 INSUCAXCE The Lessee, prior to entering upon the Demised Premises and using the same for the purpose for which this Lease is granted, shall procure, maintain and keep in force at Lessee's expense, public liability property damage in-.urance in wh'.ch the Lessor, its Commissioners, officers, agents, and employees arc- a .i,3med insured and fire and extended coverage and all risk property insurance in which the -.#�sor is named as the Loss Payee. ("CLAIMS MADE" 8 policies are unacceptable.) Said insurance shall be from a company to be approved by the Lessor, having policies with limits of not less than: COMPREHENSIVE GENERAL LIABILITY Combined Single Limit Bodily Injury Liability Property Damage Liability (Including Liability for Environmental Contamination of Adjacent Properties) in the amount of not less than $4,000,000.00 per occurrence and ALL RISK PROPERTY INSURANCE (Including Coverage for Environmental Contamination of Demised Premises) in the amount of not less than $4,000,000.00 per occurrence INCLUDING FIRE AND EXTENDED COVERAGE in an amount not less than the replacement cost of improvements located on the premises Prior to entering upon said Demised Premises, the Lessee shall furnish to the Lessor certificates of such Insurance or other suitable evidence that such insurance coverage has been procured and is maintained In full force and effect. Upon Lessor's written request, Lessee shall provide Lessor with copies of the actual insurance policies within ten (10) days of Lessor's request for same. Such certificates and insurance policies shall clearly identify the Demised Premises and shall provide that no change, modification in or cancellation of any insurance shall become effective until the expiration of thirty (30) days after written notice thereof shall have been given by the insurance company to the Lessor. The provisions of this paragraph shall in no wise limit the liability of the Lessee as set forth In the provisions of 4.01 above. 4.04 SELF -INSURER If Lessee is a self -insurer, Lessee, prior to entering upon said premises and using the same for the purposes for which this Lease Is granted, shall prepare and transmit to the Lessor an acknowledged statement that the Lessee is a self -insurer, and that it undertakes and promises to insure the Lessor, its Commissioners, officers, agents, servants and employees on account of risks and liabilities contemplated by the indemnity provisions of paragraph 4.01 above; and that such statement is issued in lieu of policies of insurance or certificates of insurance in which the Lessor, its Commissioners, officers, agents, servants and employees would be a named or additional insured, and that it has funds available to cover those liabilities in the respective amounts therefor, as set forth as follows: COMPREHENSIVE GENERAL LIABILITY Combined Single Limit Bodily Injury Liability Property Damage Liability (Including Liability for Environmental Contamination of Adjacent Properties) in the amount of not less than $4,000,000.00 per occurrence and ALL RISK FkOPERfY INFU!'ANCE (Including Coverage for Environmental Contamination of Demised Premises) in the amount of not less than $4,000,000.00 per occurrence INCLUDING FIRE AND EXTENDED COVERAGE in an amount not less than the replacement cost of improvements :oca'od on Vie premise; This statement shall be signed by such officer or agent of the Lessee having sufficient knowledge of the fiscal structure and financial status of the Lessee to make such a statement on behalf of the Lessee and undertake to assume the financial risk on behalf of the Lessee and will be subject to the approval of the Lessor. The provisions of this Section shall in nowise limit the liability of the Lessee as set forth under the provisions of Section 4.01. 4.05 INSURANCE ON IMPROVEMENTS The Lessee shall keep any buildings and Improvements erected, constructed or placed on the Demised Premises fully insured to the replacement cost thereof against loss by explosion, fire and/or windstorm or other casualty loss for their full replacement cost at Lessee's own expense at all times during the term of this Lease by an insurance company or companies approved by the Lessor. Lessor shall be a named insured on all of sold insurance policies. and a certificate of insurance evidencing same shall be provided to Lessor and kept current at all times throughout the term of this Lease. All policies of insurance indemnifying against such loss by explosion, fire and/or windstorm so insured shall be payable to the Lessor, as additional security for the payment of rent and the performance by the Lessee of the covenants herein; said policy or policies to be delivered to the Lessor as soon as issued, provided, however, that in the event of loss to or destruction of said buildings and other improvements, the insurance proceeds received by the Lessor in excess of the amounts then due for rent and charges under the provisions of this Lease shall be held in trust by the Lessor for the repair, restoration or rebuilding of such damaged or destroyed buildings and other improvements, and shall be disbursed therefor by said Lessor only on architect's certificates after the Lessee has, at its own expense, without charge or lien upon said buildings or other Improvements, restored, rebuilt or repaired the same to an extent that will enable the Lessor, with the insurance money remaining in its hands after the payment of the rent and charges due it, to complete said buildings or other improvements in as good condition as they were in before the said loss or damage by explosion, fire and/or windstorm. Nothing herein contained in this paragraph shall be construed as a prohibition against the Lessee making further provision for insurance for the purpose of protecting the interest or interests of any money lending institution covering such interest or interests that said institution might have in the improvements placed upon the land covered by this Lease, providing that the Lessee shall pay the additional premiums therefor. 4.06 FAILURE OF LESSEE TO INSURE IMPROVEMENTS In the event the Lessee should at any time neglect, fail or refuse to insure or to keep insured the buildings and other improvements on said Demised Premises as above provided, then the Lessor at its election may procure or renew such insurance and the amount paid therefor shall be repaid by the Lessee to the Lessor with the rents next thereafter falling due under this Lease, together with interest thereon, subject to any applicable limitation imposed by State statute at the rate of two percent (2%) In excess of the prime rate charged by the principal bank in Chicago, Illinois, to its commercial bor7ow2rs cs dat-armined on the first date of a delinquency from the respective dates of any such payaien,s. 4.07 RIGHT OF LESSEE TO RECOVER PROCEEDS It is covenanted and agree by and between the part'.es hereto that the Lessor shall not be held responsible for the collection o. non -collection of anv of said insurance money in any event but only for such insurance money tis shall come into its ;ends. The Lessee, however, shall IC have the right in the name of the Lessor to sue for and recover any and all sums payable under any of said policies for losses arising thereunder provided it shall Indemnify and save harmless the Lessor from any costs or attorney's fees in connection with any such proceeding to recover such insurance money. However, all sums so recovered shall be paid to the Lessor to be applied as herein provided, 4.08 APPLICATION OF INSURANCE PROCEEDS It is covenanted and agreed by and between the parties hereto that In case of damage to the buildings and improvements to be erected, constructed or placed on the Demised Premises, as aforesaid, or the destruction thereof (or loss or damage to any buildings or other improvements thereafter standing upon the Demised Premises) the Lessee shall repair, restore or rebuild the same within one year from such destruction or damage, and in such case the insurance money received by the Lessor pursuant to the terms of this Lease under said policies, after deducting therefrom the reasonable charges of the Lessor for handling such Insurance and all costs and expenses of collecting the same, including attorney's fees, and all unpaid and overdue rental payments shall be paid in whole or in part by the Lessor to the contractor or contractors (employed by the Lessee) upon the delivery to the Executive Director of the Lessor of certificates of the architects of the Lessee properly endorsed by the Lessee and accompanied by waivers of lien and release for the cost and expense of repairing, restoring or rebuilding said buildings or other improvements as the work of repairing, restoring, or rebuilding progresses. 4. 09 INSURANCE PROCEEDS DEFICIENCY It is understood and agreed between the parties hereto that in case the insurance money collected by the Lessor shall not be sufficient to fully pay for the repair, restoration or rebuilding of said buildings and other Improvements as aforesaid, then the Lessee shall be required to pay such sums of money, in addition to said insurance money so collected by the Lessor as aforesaid as may be necessary to pay for the complete repair, restoration or rebuilding of said buildings and other improvements, it being understood, however, that the Lessor shall not be required to pay such insurance money so collected until the Executive Director of the Lessor is satisfied that such sum will complete the repair, restoration and rebuilding of said buildings and other improvements, free of mechanics' liens for labor or material, in which event such monies shall be paid by the Lessor to the contractor or contractors employed by the Lessee to complete the repair, restoration or rebuilding of sold buildings and other improvements, upon delivery to the Executive Director of the Lessor of certificates of the architects of the Lessee properly endorsed by the Lessee accompanied by waiver of lien and release as the work of repairing, restoring or rebuilding of sold buildings and other improvements shall progress. It is expressly understood that nothing herein shall prevent the Lessee from replacing any building or structure destroyed or damaged with other buildings or structures of different design and construction of at least equal value on any part of the Demised Premises. 4.10 LESSOR NOT RESPONSIBLE FOR RESTORATION OF IMPROVEMENTS It is covenanted and agreed that the Lessor shall not be liable to contribute or pay any sum of money toward the restoration, repair or rebuilding of said buildings or other improvements. In the event of the termination nt this Lease by lapse of time, or by reason of any default by the Lessee in any of Its payments, or a breach by the Lessee of any of the covenants and agreements of this Lease before the repair, restoration, replacement or rebuilding of said buildings or other improvements shall be completed, as aforesaid, then in any of said cases the insurance money collected by the Lessor shall belong absolutely to the Lessor. im 4.11 EXCESS INSURANCE PROCEEDS It is understood and agreed that offer the work of any such repairs, restoration, or rebuilding by the Lessee shall have been completed and paid for, any excess of insurance money then remaining on deposit with the Lessor shall belong to the Lessee and in that event, the Lessor shall pay to the Lessee the balance of said insurance money upon its written request. The provisions of this paragraph as well as those of paragraphs numbered 4.03 to 4.08, inclusive, shall apply whenever and so often as any buildings or other improvements erected and completed on the Demised Premises, under any of the provisions of this lease, shall have been damaged or destroyed by fire or windstorm. ARTICLE FIVE 5.01 GENERAL ENGINEERING RESERVATIONS AND REQUIREMENTS A. The Lessor has heretofore executed various agreements with governmental agencies, public utility companies, private corporations and individuals for the installation of pipelines, duct lines, sewers, cables,electric transmission lines and other surface and subsurface structures, constructions and improvements. Pursuant to those agreements, the various grantees have installed and are operating their respective surface and underground plant facilities which may fie within or otherwise affect the Demised Premises. Lessee shall, at its own initiative, inquire and satisfy itself as to the presence or absence of all such facilities on the Demised Premises, and waives all claims which it might otherwise have against Lessor on account of the presence of such facilities on the demised Premises as same may affect Lessee's use and enjoyment of the Demised Premises. B. The Lessee expressly agrees that within an area delineated by a line parallel with and 250 feet distant from the top of the edge of the water of any waterway which traverses or Is adjacent to the Demised Premises (Corporate Use Reserve Area) and all areas within the Demised Premises below the lowest elevation of development thereon as reflected in the Lessee's approved development plans for the Demised Premises, the Lessor and anyone acting under its authority shall have the right, without payment therefor, to construct, operate, maintain, repair, renew and relocate any and all pipe, sewer, structure, facility power, and communications lines and appurtenances upon, under and across the Demised Premises. All such work shall be performed in such a manner so as to cause the least amount of interference with Lessee's use of the Demised Premises. C. Lessee expressly understands and agrees that the Lessor may have installed various sewers, shafts, ducts, pipes, and other facilities upon, over or beneath the Demised Premises. Lessor shall cooperate with Lessee to ascertain, Identify and locate all of Lessor's improvements, structures and constructions on the Demised Premises. Lessee covenants and agrees that at no time shall its use and nccvpancy of the Demised Premises damage or interfere with said facilities. D. The Lessor reserves unto itself a perpetual right, privilege, and authority to construct, maintain, operate, repair and reconstruct intercepting sewers (with its connecting rewer-� and �3ppurtenanr-e5', and any other drains or structures constructed or ),eratad in the furtherance of Lessor's corporate purpose upon, under wid through Corporate UsE- Reserve Area and below 12 the lowest elevation of Lessee's approved development plan for the Demised Premises. The Lessor shall also have the right, privilege and authority to enter upon and use such portions of said Demised Premises as may be necessary in the opinion of the Executive Director of the Lessor, for the purpose of constructing, maintaining, operating, repairing and reconstructing intercepting sewers, connecting sewers, drains or other structures, appurtenances, parking areas and access drive which do not unreasonably interfere with Lessee's use of the Demised Premises. E. It is expressly understood that no blockage or restriction of flow in the waterway will be tolerated at any time. No construction or improvements of any kind can project into the waterway during construction or afer permanent repairs are completed. It is further expressly understood and agreed by the Lessee that no buildings, materials, or structures shall be placed or erected and no work of any character done on said Demised Premises so as to injure or damage in any way said intercepting sewer, connecting sewers, drains or other structures and appurtenances located at any time on the Demised Premises, or so as to interfere with the maintenance, operation or reasonable access thereto. It is expressly understood and agreed that the Lessor shall not be liable to the Lessee for any loss, cost or expense which the Lessee shall sustain by reason of any damage at any time to its property caused by or growing out of the failure of the sewers, structures, or other equipment of the Lessor located on the Demised Premises, or by any other work which the Lessor may perform on the Demised Premises under the terms hereof, or adjacent to the Demised Premises. G. The Lessee shall relocate or remove the improvements existing or constructed upon the Demised Premises, at no cost to the District in the following instances: (1) In the event that the Demised Premises are adjacent to any channel or waterway, and said channel or waterway is to be widened by the District or any other governmental agency; or (2) In the event that any agency of government, having jurisdiction over said channel or waterway, requires the relocation or removal of said improvements; or (3) In the event that said relocation or removal is required for the corporate purposes of the District. Such relocation or removal shall be commenced within ninety (90) days after notice thereof in writing Is served upon the Lessee and diligently prosecuted to the conclusion. H. If any any time in the future, on), porCon; o' the Demised Premises are required for the construction of highways and roadways, or adjuncts thereto, such as interchanges, ramps and access roads, as determined by the Executive Director of the I.Pssor, for the use of any other governmental agency engaged in the construc.tiun of hlghways and roadways, or adjuncts thereto, then in s•ucF eveni, it is u.iderstood and agreed by the 13 parties hereto, that the Lessee shall surrender possession of such part of the Demised Premises that may be so required. Lessee also agrees, at its own cost and expense, to remove all of its equipment, structures or other works from those portions of the Demised Premises so required, or reconstruct or relocate such of its installations so as to permit the use of the Demised Premises for the construction of highways and roadways or adjuncts thereto within sixty (60) days after notice shall have been given to the Lessee by said Executive Director. I. The Lessor reserves to itself or to Its assignees or permittees at any time during the term of this Lease, upon thirty (30) days written notice given by the Lessor to the Lessee, the right to construct, reconstruct, maintain, and operate additional force mains, intercepting sewers, drains, outlets, pipe lines, pole lines, and appurtenances thereto; and such other structures, buildings, apparatus, and water control equipment as may be needed for the corporate purposes of the Lessor upon, under, and across the Demised Premises. Any such construction shall be located as determined by the Executive Director of the Lessor so as to cause, in his opinion, the least interference with any equipment, or Improvements, that the Lessee may then have on the the Demised Premises. J. The Lessee agrees that if at any future date it desires to dispose of sewage, industrial wastes or other water -carried wastes from the Demised Premises, it will discharge the said sewage, industrial wastes or other water -carried wastes into an Intercepting sewer owned by or tributary to the sewerage system of the Lessor. Lessee will make application and secure the necessary permit from the Metropolitan Water Reclamation District of Greater Chicago and all governmental and regulatory agencies having jurisdiction thereof before discharging any of the aforesaid sewage, industrial waste or other water -carried wastes into any Intercepting sewers. K. The Lessee also agrees to collect separately all roof water, surface runoff from grounds and roadways, and drainage water and to discharge the same in a manner acceptable to said Executive Director of the Lessor. L. It is agreed by and between the parties hereto that the Lessee shall submit to the Executive Director of the Lessor for his approval, the general plans for handling the sewerage, grading, and drainage of the the Demised Premises; and for any roadways, water supply, telephone and electric service, if any, and of all improvements or any other construction to be erected thereon, before the commencement of any work thereon. M. The Lessor reserves to itself the right of access to the Mount Prospect Retention Reservoir as well as right of access to the Demised Premises for inspection by the Lessor and its duly accredited agents at all times, and for such surveys or any other purposes as the Executive Director of the Lessor may deem necessary. 5.02 STORMWATER MANAGEMENT RCQUIREMENTS ... .. - ► • • ♦ •s • • a • rw • M • srw• • 14 The Lessee's plans shall provide for the separate collection of all roof water and surface run-off From grounds and roadways; shall comply with all applicable rules, regulations, ordinances, statutes, and laws pertaining to stormwater management, wetlands management, and flood plains; and shall, whenever feasible, employ Best Management Practices (BMP), also known as Green Infrastructure (GI); the terms BMP and GI are interchangeable. BMPs may include, but are not limited to, permeable pavement, green roofs, natural landscaping, filter strips, rain gardens, drainage swales, and naturalized detention basins. Stormwater unable to be managed by BMPs will be discharged in a manner acceptable to the lessor. Additionally, Lessee must use GI/BMPs whenever practicable. If Lessee replaces full depth pavement on the leasehold, it must utilize permeable pavement wherever practicable. ( Lessor recognizes that it may not be practicable to utilize permeable pavement on drive aisles or other areas expected to have heavy truck traffic). Any new development on the leaseholld must use GI to the fullest extent practicable to address stormwater management. Lessee acknowledges that use of GI does not obviate its requirement to meet, although it can be used in conjunction with, other requirements for stormwater detention, if applicable, or other rules and regulations concerning stormwater and floodplain management. 5.03 SPECIFIC ENGINEERING, DESIGN AND OPERATING RESERVATIONS AND RESTRICTIONS. (LARiFiCA1� -- SOT L M� ii'TC7P) Lessee shall work cooperatively with Lessor for the removal and/or redirection of any storm sewers that are currently tributary to the Lessor's TARP system. This includes, but is not limited to, the 36 -inch storm sewer located on the leasehold that is tributary to TARP. Such work may require obtaining or modification of an NPDES permit for use of a surface water ouffall for which the Lessee may be required to assume responsibilities as a Permittee/Co-Permittee. Lessor will fund design and cnstruction activities associated with the aforementioned redirection of storm sewers. Ownership status and maintenance, repair and replacement responsibility for any redirected sewers will not change as a result of this work. Any new sewers constructed in conjunction with this work shall be owned and maintained by Lessee. 0 Permeable pavement shall be installed wherever practicable whenever full depth pavement replacement of any current parking lot is undertaken. 0 In the event the lessee desires to add new parking lots In the future, any additional proposed parking shall be constructed with permeable pavement wherever practicable. GI must be utilized to fullest extent practicable for any improvement made by Lessee during the term of this lease on the let isehold. • Lessee shall provide a maintenance plan for GI components and shall be responsible for execution of the maintenance plan. • In the event the construction of :�tcrm s9wers are recuirod to convery stormwater from the west side of the leasehol.i tc. 'he Mt. t rospect Resei ✓iir, above Lessor's 15 sewer(s),Lessee hereby agrees to construct such storm sewers at its sole cost and expense and subjec to the prior review and written consent of Lessor. ARTICLE SIX PROVISIONS FOR BUILDING AND IMPROVEMENTS 6.01 CONSTRUCTION REQUIREMENT The Lessee agrees within (_n/a_) years(s) from the date hereof to improve the Demised Premises by the construction thereon of the hereinafter called "improvements", free and clear of all mechanics' and materialman's liens, claims, charges or unpaid bills capable of being made liens and to design, construct, operate and maintain in full compliance with all applicable building and zoning laws of any agency having jurisdiction thereof. All plans must be approved in writing by the Executive Director of the Lessor prior to commencement of construction. 6.02 TIME OF CONSTRUCTION Construction of the improvements shall commence within _n/a_ years of the effective date of this Lease. All of said buildings and improvements shall be completed within _n/a_ years of the effective date of the Lease. In the event said improvements are not completed or construction is not commenced as provided above, then the Lessor may at its option terminate this Lease upon giving ninety (90) days notice, in writing, to the Lessee. 6.03 IMPROVEMENTS REVERT TO LESSOR AT LEASE TERMINATION OR EXPIRATION It is expressly understood and agreed by and between the parties hereto that upon the termination of this Lease by forfeiture, lapse of time or by reason of the failure by the Lessee to keep and perform the covenants, agreements or conditions herein contained, any buildings or other improvements erected, constructed or placed upon the Demised Premises during the term hereof shall become and be the absolute property of the Lessor and no compensation therefor shall be allowed or paid to the Lessee except as stated in Article 3.09. Lessee shall surrender some in good and proper condition, with all fixtures and appurtenances In place and in good working order, ordinary wear and tear excepted. Lessee shall not commit waste during the term hereof or in the course of vacating same. ARTICLE SEVEN 7.01 NOTICES All notices herein provided for from the Lessor to the Lessee or Lessee to Lessor shall be personally served or mailed by U. S. Registered or Certified Mail, Return Receipt Requested, First Class Postage Prepaid addressed to the Lessee at: Village of Mount Prospect 50 South Emerson Street Mount Prospact, Illin�ir, 60056 Attn: Villooc- Manager or to Lessor at: Metropolitan Water Reclamation District of GrPater Chicago 100 gas• ;rie Streit Chicag:, Illinois 60611 16 Attn: Executive Director or any other address either party may designate in writing. Any notice so mailed by one party hereto to the other shall be and is hereby declared to be sufficient notice for all the purposes of this Lease and that a post office registry receipt showing the mailing of such notice and the date of such mailing shall be accepted in any court of record as competentrp ima facie evidence of those facts. 7.02 RIGHT TO DECLARE LEASE TERMINATED It is understood and agreed by the Lessee that neither the right given in this Lease to the Lessor to collect rent or such other compensation as may be due under the terms of this Lease by sale nor any proceedings under this Lease shall in any way affect the right of the Lessor to declare this Lease terminated and the term hereby created ended as above provided, upon default of or failure by the Lessee to perform and carry out any of the provisions of this Lease, as herein provided, after notices as aforesaid. And the Lessee, for Itself and its assigns, hereby waives its right to any notice from the Lessor of its election to declare this Lease at an end under any of the provisions hereof or to any demand for the payment of rent or the possession of the Demised Premises, except as aforesaid. 7.03 RIGHTS OF LESSOR IN EVENT OF FORFEITURE OR TERMINATION In the event of the termination of this Lease by reason of forfeiture by the Lessee arising from a default by or failure of it to carry out and perform any of the covenants herein contained, the Lessor shall not be obligated to refund to the Lessee any sums of money paid by the Lessee to the Lessor as rentals under the terms of this Lease, and such sums of money shall be retained by the Lessor as liquidated damages, but this provision shall not operate to relieve the Lessee of its obligation to pay to the Lessor the balance of the rental then due the Lessor for the entire term of this Lease. 7.04 ABANDONMENT Lessee shall not without the prior written approval of Lessor abandon or vacate the Demised Premises or cease to operate its business thereon. Re-entry and repossession by Lessor following abandonment by Lessee shall not constitute a waiver of any rights of the Lessor and shall not be construed as a termination of theLease. Lessee shall remain liable for all its obligations under the Lease. For purposes of this section, leasehold shall be deemed abandoned if Lessee ceases business on the Demised Premises for a period of twenty eight (28) consecutive days or fails to secure the Demised Premises from unauthorized use or entry within sixty (60) days of its execution and delivery of this Lease. 7.05 TERMS OF LEASE BINDING ON SUCCESSOR AND ASSIGNS The parties hereto agree that all of the terms and conditions of this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors, lessees, sub- lessees and assigns; and whenever in this Lease reference to either of the parties hereto is made, such reference shall be deemed to include, where applicable, also a reference to the successors, lessees, sub -lessees and assigns of such party; and all the conditions and covenants of this Lease shall be construed as covenan�s running with the land during the term of this Lease. 7.06 NO ASSIGNMENT CR SUBLEASE It is agreed by and between the parties that the Lessee shall not sublet or assign any part of this Lease to any other governmental agency, individual, partnership, joint venture, corporation, land trust or other entity withcm" prlcr written consent of the Lessor. 17 Lessee shall notify Lessor in writing not less than sixty (60) days prior to any proposed sublease or assignment. Lessee shall identify the name and address of the proposed assignee/sublessee and deliver to lessor original or certified copies of the proposed assignment, a recital of assignee's personal and financial ability to comply with all the terms and conditions of the Lease and any other information or documentation requested by Lessor. Lessor shall not unreasonably withhold the consent to assignment or sublease. It is agreed that reasonable grounds for withholding consent shall include but not be limited to the following: A. The proposed activity of the assignee/sublessee does not conform with the terms of this Lease or policies established by the Lessor. B. The proposed assignee/sublessee does not have either substantial experience in the business provided for in the Lease or the financial resources to comply with the requirements of the Lease. C. There is an existing violation of or uncured default by Lessee with respect to the Lease. D. The activity of the proposed assignee/sublessee would interfere with or disturb neighboring tenants or owners. In addition to the payment of all cash rent or additional compensation otherwise herein required to be paid by or performed by the Lessee, Lessee will pay to the Lessor, as additional compensation hereunder in the event Lessee assigns this Lease or sublets all or part of the Demised Premises, fifty percent (50%) of all value it receives from its assignee/sublessee for the use and occupancy of the Demised Premises as a result of the sublease or assignment in excess of the cash rent which Lessee is currently paying with respect to the subleased portion of the leasehold or the leasehold as a tract, if assigned. In the event any portion of the Demised Premises is sublet prior to obtaining the Lessor's written consent, the Lessor shall be entitled to recover from the Lessee one hundred percent (100%) of any sublease fees or rental collected by or on account of the Lessee for said sublease. The value of additional services to be performed by the Lessee, sublessee or assignee shall not in any way be included In determining the foregoing fifty percent (50%) sum. It is agreed that this Lease shall not pass by operation of law to any trustee or receiver in bankruptcy or for the assignment for the benefit of creditors of the Lessee. Any attempted sublease or assignment not in compliance with this section shall be void and without force and effect. 7.07 NON-GOVERNMENTAL COMMERCIAL DEVELOPMENT OF ALL OR PART OF THE DEMISED PREMISES In the event Lessee shall determine that there exists a nongovernmental person, firm, partnership, corporation or other entity which desires to develop all or a portion of the demised premises for a commercial, non -permitted and non-governmental purpose of Lessee hereunder, Lessee shall not assign or sublet the Lease, but shall develop a good and sufficient legal description and plat of the proposed commercial dcvclopment area within the leasehold premises, and upon written notice thereof to the Lessor, offer to surrender such segment of the demised premises to the Lessor. Upon acceptance of surrender of that segment of the demised premises, the Lessee's rent hereunder shall be abated proportionately and Lessor may thereafter offer such segment as available for comniNrciol leasing in accordance with the commercial 18 leasing provisions of the Lessor's Leasing Statute and all applicable enactments, practices and policies of Lessor's Board of Commissioners relative thereto. ARTICLE EIGHT, MISCELLANEOUS PROVISIONS 8.01 LESSEE MAY IMPLEAD LESSOR IN REAL ESTATE LITIGATION The Lessee may, after notice in writing to the Lessor, implead the Lessor as a party at any time during the term of this Lease, in any litigation concerning the Demised Premises in which Lessor is a necessary party. 8.02 LESSEE TO PAY ALL COSTS OF ENFORCEMENT The Lessee agrees to pay and discharge all costs and reasonable attorney's fees and expenses which the Lessor shall incur in enforcing the covenants of this Lease. 8.03 HEADINGS ARE FOR CONVENIENCE OF PARTIES All paragraph headings of this Lease are inserted for purposes of reference and convenience of the parties only, and do not constitute operative provisions of the Lease. 8.04 COMPLIANCE WITH WATERWAY STRATEGY RESOLUTION To the extent that the Demised Premises embrace or abut a waterway regulated by Lessor or in which Lessor asserts property rights, Lessee shall to the extent applicable, comply with the Waterway Strategy Resolution and Implementation Criteria therefor,the River Edge Renaissance Program and the Revised Leasing Criteria for the North Shore Channel Right -of -Way lands of the Lessor's Board of Commissioners in the execution of its development plan for the Demised Premises which abut any such waterway and Demised Premises which afford Lessee direct access thereto may be utilized by the Lessee for the purpose of waterborne commerce. However, the Lessee will be responsible for the construction and maintenance of any docking facility at its own cost and expense which is compatible with the Waterway Strategy Resolution to maintain the bank in an aesthetically pleasing condition. Permanent storage of bulk commodities, unsightly materials and/or debris on waterway side of the scenic berm or the docking area is prohibited. It is the intent of the Lessor to maintain, where possible, a "natural" appearance to its properties by retaining existing vegetative cover. However, the Lessor recognizes that site development will sometimes necessitate the removal of existing vegetative cover. In those cases the Lessor will require the Lessee to re-establish vegetative cover in the same quantities and qualities as those removed. The re-established plant materials are to be considered as an addition to the landscaping required within the scenic easement. Lessee will comply with all applicable local zoning and setback requirements. The Lessor reserves the right to traverse the Demised Premises to access the waterway which abuts the Demised Premises. The Lessor's Board of Commissioners has heretofore adopted its Waterway Strategy Resolution relating to the development of :eased writNrways property. The Lessee shall implement the beautification plan described ire the ctta:r.ed Exhibit C. Lessee shall comply with all applications of said Resolution in its use and development of the Demised Premises. Lessee's method of compliance therewith shall be approved by Lessor's Executive Director in writing. 8.05 PUBLIC iER ICE PROMOTIONAL SIGNAGE 19 Lessee shall, during the term of this Lease, at its sole cost and expense, construct, erect and maintain, at one or more prominent locations on the leasehold premises, tastefully designed and constructed permanent signs which acknowledge the cooperation and support of the Lessor in connection with Lessee's use of the leasehold premises. The style, text and size of the sign(s) shall be approved In advance of erection thereof by the Executive Director of Lessor, and shall, at a minimum, state that: "THIS FACILITY IS PROVIDED IN PART AS A COMMUNITY SERVICE WITH THE COOPERATION AND SUPPORT OF THE METROPOLITAN WATER RECLAMATION DISTRICT OF GREATER CHICAGO." ARTICLE NINE DEMISED PREMISES WITH EXISTING IMPROVEMENTS 9.01 LESSEE WILL NOT ALLOW WASTE TO IMPROVEMENTS The lessee will keep the leasehold improvements safe, clean and in good order, repair and condition which shall include all necessary replacement, repair and decorating. Lessee will not allow the improvements to become damaged or diminished in value, ordinary wear and tear excepted, by anyone or by any cause. 9.02 CONDITION OF DEMISED PREMISES AND IMPROVEMENTS NOT WARRANTED Lessee expressly acknowledges that the Lessor has made no representations, warranties express or implied, as to the adequacy, fitness or condition of Demised Premises or the improvements upon the Demised Premises for the purpose set forth in Article Three, Paragraph 3.07 hereof or for any other purpose or use express or implied by the Lessee. Lessee accepts the Demised Premises and the improvements thereon, if any, "AS -IS" and "WITH ALL FAULTS". Lessee acknowledges that it has inspected the Demised Premises and has satisfied itself as to the adequacy, fitness and condition thereof. 9.03 MODIFICATION OF IMPROVEMENTS No modification of the leasehold improvements shall be made by Lessee without the prior written approval of the Lessor and compliance by Lessee with all other terms of this Agreement. 9.04 NOTICE It is further agreed that the notice as provided in Article One, Paragraph 1.02 hereof shall not be given by the Lessor except pursuant to an order of the Board of Commissioners of said Lessor. 9.05 PLAT OF SURVEY AND LEGAL DESCRIPTION Lessee understands and agrees that in the event the legal description and plat attached hereto are not legally sufficient for acceptance for recordation of this Lease by the Recorder of Deeds of the county in which the Demised Premises are located, Lessee shall procure, at its own expense, a plat of survey and legal descripl:on of the DemNed Premises prepared and certified In writing by a Registered Illinois Land Survevrn, within twonty- one (21) days of the execution date hereof. Said plat of survey and legal description shall be reasonably satisfactory to and approved by the Lessor's Executive Director in writing. Failure to timely procure and receive approval of said plat of survey and legol description shall be grounds for immediate termination of this Lease. The Lessor reserves the r•gh+ and Lasiee concurs that Lessor shall insert said legal description and plat of survey into this Lacre Agreement as Cxhi!:its A and B, respectively, upon 20 the approval thereof by District's Executive Director, without further affirmative act by either party hereto. ARTICLE TEN GENERAL ENVIRONMENTAL PROVISIONS 10.01 DEFINITIONS A, "Environmental Laws" shall mean all present and future statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations and similar items, of all government agencies, departments, commissions, boards, bureaus, or instrumentalities of the United States, state and political subdivisions thereof and all applicable judicial, administrative, and regulatory decrees, judgments, orders, notices or demands relating to industrial hygiene, and the protection of human health or safety from exposure to Hazardous Materials, or the protection of the environment in any respect, including without limitation: (1) all requirements, including, without limitation, those pertaining to notifica- tion, warning, reporting, licensing, permitting, investigation, and remediation of the presence, creation, manufacture, processing, use, management, distribution, transportation, treatment, storage, disposal, handling, or release of Hazardous Materials; (2) all requirements pertaining to the protection of employees or the public from exposure to Hazardous Materials or injuries or harm associated therewith; and (3) the Comprehensive Environmental Response, Compensation and Liability Act (Superfund or CERCLA) (42 U.S.C. Sec. 9601 Rt sec,.), the Resource Conservation and Recovery Act (Solid Waste Disposal Act or RCRA) (42 U.S.C. Sec. 6901 et sec.), Clean Air Act (42 U.S.C. Sec 7401 et seg.), the Federal Water Pollution Control Act (Clean Water Act) 33 U.S.C. Sec, 1251 Rt seq.), the Emergency Planning and Community Right -to - Know Act (42 U.S.C. Sec. 11001 et seq.), the Toxic Substances Control Act (15 U.S.C. Sec, 2601 et seq.), the National Environmental Policy Act (42 U.S.C. Sec. 4321 et seq.), the Rivers and Harbors Act of 1988 (33 U.S.C. Sec. 401 et seq.), the Endangered Species Act of 1973 (16 U.S.C.Sec. 1531 et seq.), the Safe Drinking Water Acf (42 U.S.C.Sec. 300(f) et seg., the Illinois Envirc,nmentcl Protection Act (415 ILCS 5/1 et seq.) and all rules, reyulot:ons and guidance documents promulgated or published there -under, Occupational Safety and Health Act (29 U.S.C. Sec. 651 et seq.) and all similar state, local and mur,i:ipal laws relating to public health, safety or the environment_ Pal B. "Hazardous Materials" shall mean: (1) any and all asbestos, natural gas, synthetic gas, liquefied natural gas, gasoline, diesel fuel, petroleum, petroleum products, petroleum hydrocarbons, petroleum by-products, petroleum derivatives, crude oil and any fraction of it, poly -chlorinated biphenyls (PCBs), trichloroethylene, ureaformaldehyde and radon gas; (2) any substance (whether solid, liquid or gaseous in nature), the presence of which (without regard to action level, concentration or quantity threshold) requires investigation or remediation under any federal, state or local statute, regulation, ordinance, order, action, policy or common law; (3) any substance (whether solid, liquid or gaseous in nature) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous or dangerous; (4) any substance (whether solid, liquid or gaseous in nature) the presence of which could cause or threaten to cause a nuisance upon the Demised Premises or to adjacent propertles or pose or threaten to pose a hazardous threat to the health or safety of persons on or about such properties; (5) any substance (whether solid, liquid or gaseous in nature) the presence of which on adjacent properties could constitute trespass by or against Lessee or Lessor; (6) any materials, waste, chemicals and substances, whether solid, liquid or gaseous in nature, now or hereafter defined, listed, characterized or referred to in any Environmental Laws as "hazardous substances," "hazardous waste," "infectious waste," "medical waste," "extremely hazardous waste," "hazardous materials," "toxic chemicals," "toxic substances," "toxic waste," "toxic materials," "contaminants," "pollutants," "carcinogens," "reproductive toxicants," or any variant or similar designations; (7) any other substance (whether solid, liquid or gaseous in nature) which is now or hereafter regulated or controlled under any Environmental Laws (without regard to the action levels, concentrations or quantity thresholds specified herein); or (8) any result of the mixing a., cdd't'cn of any of the substances described In this Subsetticn B with cr to other materials. C. "Phase I Environmental Assessment" shall mean: (1) an assessment of the Demised Premises performed by an independent and duiv aualified, licensed engineer or registered architect wit -,i excerience and ex- peruse in conducting envircnrrental ossessmenis of rsal estate, bed - 22 rock and groundwater of the type found on the Demised Premises, and said assessment shall include, but not necessarily be limited to a historical review of the use (abuse) of the Demised Premises, a review of the utilization and maintenance of Hazardous Materials on the Demised Premises, review of the Demised Premises' permit and en- forcement history (by review of regulatory agency records) a site reconnaissance and physical survey, Inspection of Demised Premises, site interviews and site history evalu- ations, basic engineering analyses of the risks to human health and the environment of any areas of identified concerns, and preparation of a written report which discusses history, site land use, apparent regulatory compliance or lack thereof and which includes historical summary, proximity to and location of USTs, LUSTs, TSDFs, CERCLA site flood plain, maps, photograph log, references, conclusions and recommendations. D. "Phase II Environmental Assessment" shall mean: (1) an assessment of the Demised Premises performed by an independent and duly qualified, licensed engineer with experience and expertise in conducting en- vironmental assessments of real estate, bedrock and groundwater of the type found on the Demised Premises, and said assessment shall include, but not necessarily be limited to, extensive sampling of soils, groundwaters and structures, followed by laboratory analysis of these samples and interpretation of the results, and preparation of a written report with boring logs, photograph logs, maps, investigative procedures, results, con-clusions and recommendations. 10.02 MANUFACTURE, USE, STORAGE, TRANSFER OR DISTRIBUTION OF HAZARDOUS MATERIALS UPON OR WITHIN THE DEMISED PREMISES Lessee, for itself, its successors and assigns, covenants that to the extent that any Hazardous Materials are manufactured, brought upon, placed, stored, transferred or distributed upon or within the Demised Premises by Lessee, or its subtenant or assigns, or any of their agents, servants, employees, contractors or subcontractors, same shall be done in strict compliance with all Environmental Laws. Construction or installation of new or reconstruction of existing underground storage tanks and underground interconnecting conveyance facilities for any material or substance is not permitted without the advance written consent of the Executive Director of the District. 10.03 USE OF DEMISED PREMISES (RESTRICTIONS - ENVIRONMENTAL) Lessee shall use the Demised Premises only for ourposes expressly authorized by Article 3.07 of this Lease. Lessee will not do or permit any act tnot may impair the value of the Demised Premises or any part thereof or that could materially increase the dangers, or pose an unreasonable risk of harm, to the health or safety of persons to third parties (on or off the Demised Premises) arising from activities thereon, or that could cause or threaten to cause a public or private nuisance on the DEmisEd Premises or use tha Demised Premises in any manner (i) which could cause the Dernise6 Pramisas to become a hazardous waste treatment, 23 storage, or disposal facility within the meaning of, or otherwise bring the Demised Premises within the ambit of, the Resource Conservation and Recovery Act of 1976, Section 6901 et sea, of Title 42 of the United States Code, or any similar state law or local ordinance, (€€) so as to cause a release or threat of release of Hazardous Materials from the Demised Premises within the meaning of, or otherwise bring the Demised Premises within the ambit of, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, Section 9601 of q, of Title 42 of the United States Code, or any similar state low or local ordinance or any other Environmental Low or (Iii) so as to cause a discharge of pollutants or effluents Into any water source or system, or the discharge Into the air of any emissions, which would require a permit under the Federal Water Pollution Control Act, Section 1251 of Title 33 of the United States Code, or the Clean Air Act, Section 741 of Title 42 of the United States Code, or any similar state law or local ordinance. 10.04 CONDITION OF DEMISED PREMISES (ENVIRONMENTAL) A. In the event Lessee has been the prior occupant/tenant of the Demised Premises under a prior occupancy/use authorization, Lessee warrants and represents that to the best of Lessee's actual knowledge, during the period of such prior occupancy/use the Demised Premises and improvements thereon including all personal property, are free from contamination by any Hazardous Materials, that here has not been thereon a release, discharge, or emission, of any Hazardous Materials during its occupancy of the Demised Premises as defined by any Environmental Laws, and that the Demised Premises does not contain, or is not affected by underground storage tanks, landfills, land disposal sites, or dumps. *(This provision is applicable only to tenants seeking a new lease for the same property). B. In the event of a release, emission, discharge, or disposal of Hazardous Materials in, on, under, or about the Demised Premises or the improvements thereon during the term of this Lease except such release, emission, discharge or disposal by Lessor, its employees, or agents, Lessee will take all appropriate response action, including any removal and remedial action, either before or offer the execution date of this Lease. 10.05 INDEMNIFICATION (ENVIRONMENTAL) A. In consideration of the execution and delivery of this Lease Agreement, the Lessee Indemnifies, exonerates, and holds the Lessor and its officers, officials, Commissioners, employees, and agents ("Indemnified Parties") free and harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages and expenses incurred in connection with any of these (irrespective of whether any such Indemnified Party is a party to the action for which indemnification is here sought), including reasonable attorney's fees, costs and disbursements, Incurred by the Indemnified Parties as a result of or arising out of or relating to (€) the imposition of any governmental lien for the recovery of environmental cleanup costs expended by reasor. o. Lessee's activities, or (i€) any investigation, litigation, or procee*t€r-c� rulated to any environmental response, audit, compliance, or other matter relating to the protection of the environment, or (iii) the release or threatened release by Lessee, its subsidiaries, or its parent company, of any Hazardous Materials, or the presence of Hazardous MaftKcls oni nr under thL, Demised Premises, or any property to which the Lessee. as pa-cnt compnoy or any of its subsidiaries 24 has sent Hazardous Materials, (including any losses, liabilities, damages, injuries, costs, expenses, or claims asserted or arising under any Environmental Law), regardless of whether caused by or within the control of the Lessee, its parent company or its subsidiaries, provided that, to the extent Lessor is strictly liable under any Environmental Laws, Lessee's obligation to Lessor under this indemnity shall be without regard to fault on the part of the Lessee with respect to the violation of law which results in liability to Lessor. B. Lessee shall defend, indemnify, save and keep harmless the Indemnified Parties against any loss, damage, cost, lien or expense which they may suffer, incur or sustain or for which it may become liable, growing out of any injury to or death of persons or loss or damage to property which shall at any time during the term of this Lease be caused by or resulting from the migration of Hazardous Materials from the Demised Premises to adjacent properties. In case any action, suit, proceeding or investigation shall be commenced against one or more of the Indemnified Parties growing out of any such loss, damage, cost or expense, the Lessee shall give immediate written notice of the same to the Lessor, and Lessee shall attend to the defense of the same and save and keep harmless the Indemnified Parties from all expense, attorney's fees, costs, disbursements and liabilities in any manner growing out of, pertaining to or connected therewith. C. Lessee shall be responsible for adl costs for remediation of the Demised Property for contamination that migrates from adjacent property during the term of the Lease but Lessor may seek recovery from any responsible third party. 10.06 DEMISED PREMISES RESTORATION/ REMEDIATION BOND (ENVIRONMENTAL) On or before the commencement of the lost three year period of the leasehold term hereunder, Lessee shall submit a letter of Intent to renew and within eighteen (18) months prior to expiration, execute the lease. If a lease is not executed prior to eighteen (18) months prior to expiration, Lessee shall lodge with the Lessor its Environmental Demised Premises Restoration/Remediation Bond in the penal sum of $10,000.00, secured either by cash, irrevocable letter of credit or a commercial bond with surety to secure Lessee's performance of and compliance wit h the provisions and intent of Article 10 of this Lease. A cash payment securing the bond hereunder will be placed in an interest bearing account established by the Lessor specifically for this purpose. Any interest paid on account of said deposit shall be the property of and payable periodically to the Lessee. Such account shall be drawable only by Lessor upon its unilateral act. At no time shall the amount on deposit in said account be less than the penal sum of this Bond. Any commercial bond with surety shall be fully prepaid by the Lessee and documented as such at the time it is lodged with the Lessor. Said Bond shall be in a form approved by the Lessor and shall be maintained In full force and effect until such time as Lessee has demonstrated and documented to the reasonable sa;'ii'10Ltion of Lessor (and Lessor has executed its written release thereof to the Issuer), fu'I comp&ancL- with all Environmental Laws, relating to Lessee's use or occupancy of the Demised Premises and its environmental restoration or remediation. This provision shall survive the termination/expiration of this Lease. 10.07 ENVIRONMENTAL COVENANTS Lessee agrees to and covenants as follows: 25 A. It has no knowledge of any pending or threatened: (1) claims, complaints, notices, or requests for information directed to Lessee with respect to any alleged violation of any Environmental Laws, or (2) complaints, notices, or requests for information directed to Lessee regarding potential liability under any Environmental Law, relating to or arising from the Demised Premises. B. Lessee covenants and agrees that, throughout the term of the Lease, all Hazardous Materials which may be used by any person for any purpose upon the Demised Premises shall be used or stored thereon only in a safe, approved manner, In accordance with all generally accepted industrial standards and all Environmental Laws. C. Lessee has been issued and Is in compliance with all permits, certificates, approvals, licenses, and other authorizations relating to environmental matters and necessary for its business, if any. D. Lessee, to the best of its knowledge, is not a potentially responsible party with respect to any other facility receiving waste of the Lessee (from the Demised Premises ) under CERCLA or under any statute providing for financial responsibility of private parties for cleanup or other actions with respect to the release or threatened release of any Hazardous Materials. E. None of the manufacturing or distribution facilities of Lessee is subject to any environmental lien. "Environmental Lien" means a lien in favor of any government entity for any liability under any law relating to the environment or costs incurred by such government entity in response to the release or threatened release of any substance into the environment. F. Lessee will take all reasonable steps to prevent and has no knowledge of any conditions on the Demised Premises that is or was alleged by any government entity or third party to be in violation of any Environmental Laws. Lessee will take all reasonable steps to assure that there will be no spill, discharge, leaks, emission, injection, escape, dumping, or release of any toxic or Hazardous Materials by any persons on the Demised Premises during the term of this Lease. G. Except as disclosed on Attachment D hereto, Lessee has not received from any government entity since 1980, any written complaint or written notice asserting potential liability, written request for information, or written request to Investigate any site under the CERCLA of 1980, as amended, or under any domestic state law comparable to CERCLA or any foreign law comparable to CERCLA. H. Lessee, to the best of its knowledge after due inquiry, since November 15, 1971, represents that there has not been any akchuegir,g, swilling, leaking, dumping, or burying of hazardous substances, as defined in CERCLA, or disposal of hazardous wastes, as defined in RCRA, or of any other pollutant or contaminant at the Demised Premises that is likely to form the basis for any written claim by any government entity seeking to impose liability for remedial action under CERCLA or RCRA *(This provision appliLa�:;e only to occupants/tenants seeking a new lease foi ine lama property). 26 I. During the term of this Lease, Lessee will not allow the installation of asbestos on the Demised Premises, or any item, article, container or electrical equipment, including but not limited to transformers, capacitors, circuit breakers, reclosers, voltage regulators, switches, electro -magnets and cable, containing PCBs. J. Within 60 days after execution of the Lease, the Lessee shall prepare and submit a general statement to Lessor of it operations and maintenance program for any activities conducted on Demised Premises, describing its layout, process, method of inspections, reporting procedure, and maintenance of equipment, which shall be updated annually and submitted to Lessor on the anniversary date of the execution of the Lease. K. Lessee agrees to conduct daily monitoring and to maintain a daily log book to ensure compliance with all Environmental Laws which may be inspected by Lessor at its option. L. The Lessee shall notify Lessor in writing of any proposed significant renovation or improvement on or to the Demised Premises, which notice shall include any drawings, plans and specifications thereof, at least 30 days prior to beginning construction of any such renovation or improvement. For purposes of this subsection (1), renovation shall be deemed significant when the total cost exceeds $10,000.00. M. Lessee shall be responsible to install "plugs" of compacted impermeable soil material at intervals of no greater than 100 feet between such plugs along utility trenches which have been backfilled with compacted granular materials in order to minimize cross -site and off-site environmental contaminant migration. The spacing of these plugs should be based on the characteristics of the site, the configuration of the trench or trenches, the characteristics (nature and extent) of the site environmental contamination, and/or the potential for site contamination should a surface of subsurface chemical release occur. Special emphasis should be placed on locating these plugs at all utility trenches where they cross: other utility trenches, containment berms or walls, property boundaries, and lease boundaries. N. The aforesaid representations and warranties shall survive the expiration or termination of the Lease. 10.08 DEFAULT (ENVIRONMENTAL) The occurrence of any one or more of the following events shall constitute a default under this Lease Agreement, but said default shall not terminate the Lease unless Lessor notifies Lessee of termination in writing: A. The Demised Premises are listed or proposed for listing on the National Priorities List pursuant to Section 1.05 of the CERCLA, 42 U.S.C. Section 9605, on the CERCLIS, or on any other similar state lint of sites or facilities requiring environmental investigation or cleanup. B. Lessee is determined to have liability for underground storage tanks, active or abandoned, including petroleum storage tanks, on or under the Demised Premises , including any release of Hazardous Materials therefrom, that, singly or in the aggregate, have or may reusunatly be expectac: ;o have a 27 material adverse effect on the financial condition, operations, assets or business, properties or prospects of Lessee. C. Lessee Is determined to hove liability for polychlorinated biphenyls (PCBs) that require immediate remediation or cleanup or friable asbestos in such condition to cause or threaten to cause, a present health hazard at any property previously leased by Lessee that, singly or in the aggregate, has or may reasonably be expected to have a material adverse effect on the financial condition, operations, assets, business, properties, or prospects of Lessee. D. Lessee is determined to have liability under any Environmental Laws for any condition that exists at, on, or under any property previously leased by Lessee that, with the passage of time or the giving of notice, or both, gives rise to liability that, singly or In the aggregate, has or may reasonably be expected to have a material adverse effect on the financial condition, operations, assets, or business properties or prospects of Lessee. 10.09 ADDITIONAL ENVIRONMENTAL COVENANTS Lessee shall cause each of its contractors, subcontractors, employees and agents to: A. (1) Use and operate all of the Demised Premises in compliance with all applicable Environmental Laws, keep all material permits, approvals, certificates, and licenses in effect and remain in material compliance with them: (2) undertake reasonable and. cost-effective measures to minimize any immediate environmental impact of any spill or leak of any Hazardous Materials caused by Lessee or any person permitted to use the Demised Premises by Lessee or any third party during the term of the Lease except Lessor; (3) provide notice to the Lessor of the operation of any on-site non -hazardous waste disposal facility. For purposes of this subsection (A)(3), the term "waste" means any discarded or abandoned material, and the term "disposal facility" means any facility in which wastes are placed for disposal or storage, in each case, for longer than three (3) months. 3. Notify Lessor by telephone within two hours of Lessee's actual knowledge the release of Hazardous Materials, including the extent to which the Identity of the Hazardous Materials Is known, the quantity thereof and the cause(s) of the release, and provide Lessor within 72 hours of the event, with copies of all written notices by Lessee, its parent and its subsidiaries that are reported to government regulators or received from the government regulators. C. Provide such information that Lessor may reasor.ably regve!t from time to time to determine compliance by the Lessee with this Artiz'e. D. Lessee covenants and agrees to cooperate with Lessor in any inspection, assessment, monitoring or remediation Instituted by Lessor during the Lease term and to allow prospective tenants or pt-rchaseis reasonablA access to the Demised Premises one year prior to the nxpiratiai, of the Lease. 28 10.10 COMPLIANCE (ENVIRONMENTAL) The Lessee will cause its parent company and each of its subsidiaries, if any, to exercise due diligence to comply with all applicable treaties, laws, rules, regulations, and orders of any government authority. A. Lessee shall conduct a Phase I Environmental Assessment, at its own expense, with respect to the Demised Premises at the commencement date of this Lease and then every tenth anniversary of the execution of this Lease and submit the written report to the Lessor within 90 days after each fifth anniversary. After review of each Phase I Environmental Assessment, or at any other time, upon receipt of any information or report Lessor, at its sole discretion, may require Lessee, at Lessee's expense, to obtain a Phase II Environmental Assessment with respect to the Demised Premises. The written report of the Phase II Environmental Assessment shall be submitted to Lessor within 120 days of Lessor's request for some. If the Phase II Assessment discloses the presence of any Hazardous Materials contamination on the Demised Premises or adjacent property caused or permitted by Lessee during the term of the Lease, Lessee shall take immediate action to remediate the contamination and to restore the Demised Premises to a clean and sanitary condition and to the extent required by any and all environmental laws. Lessor may require Lessee to obtain a Phase I and Phase II Environmental Assessment with respect to the Demised Premises at any other time if it has reasonable suspicion of the presence of Hazardous Material on the Demised Premises resulting from Lessee's activities. B. If buildings exist on the premises on the date of this Lease or subsequent thereto, Lessee agrees to implement its own building maintenance and operations program for asbestos inspections on an annual basis and to report its findings to Lessor annually on the anniversary date of the Lease. C. Capacitators, transformers, or other environmentally sensitive installations or improvements shall be removed at the end of the Lease at Lessor's election. D. In addition to the Environmental Assessments required in paragraph A of this Article, Lessor shall have the right, but is not required to cause an independent environmental consultant, chosen by the Lessor at its sole discretion, to inspect, assess and test the Demised Premises for the existence of any and all environmental conditions and any and all violations of Environmental Laws (Environmental Assessment). The scope, sequence and timing of the Environmental Assessment shall be at the sole discretion of Lessor. E. If any Environmental Assessment reveals, or Lessor otherwise becomes aware of, the existence of any violation of any Environmental Laws that either Lessee is unwilling to remediate or that Lessor is unwilling to accept, Lessor shall have the right and option to terminate this Agreement and to declare it null and void. F. Not less than one (1) year prior to the expiration of the Lease, Lessee shall have caused to be prepared and submitted to the Lessor a written report of a site assessment in scope, form and substance, and prepared by an independent, competent and qual.fied pro`e-rsional and Engineer, registered in the State of Illinois, satisfnrtoiy to thu Lesscr, and dated not 29 more than eighteen (18) months prior to the expiration of the Lease, showing that: (1) the Demised Premises and any improvements thereon do not materially deviate from any requirements of the Environmental Laws, including any licenses, permits or certificates required thereunder; (2) the Demised Premises property and any improvements thereon do not contain: (i) asbestos in any form; (ii) urea formeldehyde; (iii) items, articles, containers, or equipment which contain fluid containing polychlorinated biphenyls (PCBs); or (Iv) underground storage tanks which do not comply with Environmental Laws; (3) the engineer has identified, and then describes, any Hazardous Materials utilized or maintained on the Demised Premises, the exposure to which is prohibited, limited, or regulated by any Environmental Laws; (4) if any Hazardous Materials were utilized and maintained on the Demised Premises, the engineer has conducted and submitted a Phase II Environmental Assessment of the Demised Premises, which documents that the Demised Premises and improvements are free of contamination by Hazardous Materials; (5) the engineer has identified and then describes, the subject matter of any past, existing, or threatened investigation, inquiry, or proceeding concerning environmental matters by any federal, state, county, regional or local authority, (the "Authorities"), and described any submission by Lessee concerning said environmental matter which it intends to give, has been given or should be given with regard to the Demised Premises to the Authorities; and (6) the engineer includes copies of the submissions made pursuant to the requirements of Title III of the the Superfund Amendments and Reauthorization Act of 1986, (SARA) Section 11001 et sea. of Title 42 of the United States Code. G. In the event Lessee should receive a Notice of Environmental Problem, Lessee shall promptly provide a copy to the Lessor, and in no event later than seventy-two (72) hours from Lessee's and any tenant's receipt or submission thereof. "Notice of Environmental Problem" shall mean any notice, letter, citation, order, warning, complaint, inquiry, claim, or demand that: (i) the Lessee has violated, or is about to violate, any Environmental Laws; (ii) there has been a release, or thEre is a thrent of release, of Hazardous Materials, on the Demised Preinisas, o. any improvements thereon; (iii) the Lessee will be liable, in whole or in part, for the costs of cleaning up, remediating, removing, or responding to a release of Hazardous Materials; or (iv) any part of the Demised Premises or any improvements thereon is subject to a lien in faro, of any go'VFrnmental entity for any liability, costs, or damages, lender uoy Env!rormertal Laws, 30 arising from or costs incurred by such government entity in response to a release of a Hazardous Material. 10.11 INSPECTION AND RIGHT OF INSPECTION (ENVIRONMENTAL) A. In the event Lessee receives a Notice of Environmental Problem as defined in Paragraph 10.01, Lessee shall, within ninety (90) days, submit to Lessor a written report in scope, form and substance, and prepared by an independent, competent and qualified, professional, registered engineer, reasonably satisfactory to the lessor, showing that the engineer made all appropriate inquiry consistent with good commercial and customary practice and consistent with generally accepted engineering practice and procedure, indicating whether any evidence or indication came to light which would suggest there was a release of substances on the Demised Premises which could necessitate an environmental response action, and which describes the Demised Premises compliance with, or lack thereof, and with all applicable environmental statutes, laws, ordinances, rules, and regulations, including licenses, permits, or certificates required thereunder, and the Lessee's compliance with the representations and warranties previously set forth in this Lease. After review of the written report, upon reasonable basis therefor Lessor may require Lessee to submit a written Phase II Environmental Assessment pursuant to provisions set forth in paragraph 10.10A. B. Lessor hereby expressly reserves to itself, Its agents, attorneys, employees, consultants, and contractors, an irrevocable license and authorization to enter upon and inspect the Leased Premises and improvements thereon, and perform such tests, including without limitation, subsurface testing, soils, and groundwater testing, and other tests which may physically invade the Demised Premises or improvements thereon, as the Lessor, in its sole discretion, determines is necessary to protect its interests. [THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY] [SIGNATURE PAGE FOLLOWS] 31 IN WITNESS WHEREOF, THE METROPOLITAN WATER RECLAMATION DISTRICT OF GREATER CHICAGO has caused this instrument to be executed in triplicate by the Chairman of the Committee on Finance of its Board of Commissioners and attested by its Clerk, and its corporate seal to be hereunto affixed; and the Lessee has caused this instrument to be executed in triplicate by Its Mayor and attested by its Clerk and its corporate seal to be hereunto affixed all the day and year first above written. ATTEST: cue _e l srress CI.........�...... ct erk ATTEST: 32 METROPOLITAN WATER RECLAMATION DISTRICT / OF GREATER CHICAGO M. Sontbs in of the Committee on Finance VILLAGE OF MOUNT PROSPECT Title: " o T S B wg A T 8 R g A Y 3 T R A T R a Y 1 R H 9 0 L U' T 10 bi _ Soffit, ftp rte, BSZ? RIML73D by th* Hoard of Cc alsione:rs oleM. Thar Miatropolitaa SAIdtaXV Distr.Let of ;reat.wrr Chicsgos " That all ft ropo�l�"� dt � Df at vat*xwwray, � y leasee wi11... crag o Public opens" sem* .reareat on' and wwetsr.odgio sames.ib-Luty In harmony vittos.appropriate,lgt I°"trial, 001MMIX06 , and z*41deatial d*vWopwnt thus rt1v*t10V AM ertra8104 of thar'b*n*ffts of Cbj ag0*s. ' mage3li�C Iakef"rV4t' thro*�t � inland wnstetWi . g^t. s9gstes►..'. The resolution was unanimously adopted as rebruary 23,. 19'84 and affects the '7,000 Corea► owned by thew Msm bordo ring the inland " waterway eysteaa. Thio-r1solu ioN'reproa*Ats, another formal ooasr mitmeft i in a 10349 ser*`4* of carefully engineered! innovatioa7a. Thew, fig* has been entrusted with thaw prepoxvawtion of *lean water for al„ssowC 100 year*. Initial' clean, water e,ffart,sw requirif4o the M&D to rsdirect thele ." ollute1, revere was esllut�' ppptleyr..fxsVPssrsin� h,ewafleswr ger.. . thew ra ic►aaw�' a� wrimar wetes«� 9� leen " then p accomplished bye► ,thew 'constxuctioswc of .Looks- and aanals. This XSV waterway pVopertT was. acquiradf as a, rigtht--of-way, for the canal aossstruation 0 river reversals aasd improvements.` This waterway property stretches frons Lake, sichigaa to Joliet, Illinois," a distaucs of more than 30 miles and, totaliaegp sso;ras than . * . 7,000 nares. • The water qualit.* in the lako .gvadusalli ,inp,ro^wasd, through the 30-yeaar canel, aoustv,notion. period. Upon completion, industrial develo ent aloagt the Canals and givers was *Acourispa and contributed to the gtrowth of Chicago and the, 'region : % In 1925 and 1930, -the. United States Sulrress,.e 'Court limited ,tho " amount of water "which could be diverted from Zak* Mti*higtan ° fes " dilution of the inland waterways -posit Woarld'i liar itpopulation increases and "assoaiated 'dovelopsont resulted in. sever`aw "flooding Of rivers and their wtributari-es duiing heavy rainstovax, pollatit control and treatment facilities required convta;nt expansion and improve s,, but the water quality in the wateXV&ys Coat iJ,�sed.,ta dete�riaMrats.' During the 19602 the baited States Savironmental protecticis ,Act silt national standards+ for *lean water. "?'ha% need to -meet these now standards to clean the polluted waterways spur. red the MSD to propose another 'innovative solution ..& system of deep tunnels and flood control reservoirs. Initial phases of thew construction .program, known as the "funnel ands R*xorvoir plan, wil: be completed in •1983, and will stf,,%rla°t i dramatic improvements in the water quality of the in;,ard vate,:Uays. As the commitment to a clean lake made possible the magnificent parks and world famous skyline of Chicago; the clean inland water will be the impetus for t -he development of the 7,000 acres of MSp property along the canals Zai rivers., With prudent Planning,, the challenge of new developuar'; along the xataiways can incorporate a wide range of land uses wliile providing a variety of intrinsic and tangible benefits. Exhibit -C I_ N T 3 N T I O N 0 IF T F; 8 g g 3'0 L 0 T I 0 r ...an +ext ens oz the fits of .take nt throughout then lill,sns w►+t�terhIcs 9g gal- icant . p system. a , a W w. Mu M p ar • � a" 4 • • M '. ,� a, 4 M 4 WI aN • m AM aW . py M a w at 'IF • da ', F � Development of thew Hsi) waterway property w►ilT be a gradual but continual process meal:inp the needs or ewach current and speative► leaseholder.. The opment projected develpXO- as . • vacant parcels are leere'wrill d Each site must reserve d and as existing 14aases arae renewed. a portion for access and use by the general" publioFr and each .site m'hsa' with the adjacent site. ln, this t link its reserved azeaaanner, a line r easement the ,entire ,lsngptb-o, the inland waterwray system will �e crested. er+aver" Possible this easement will allow aca:ess' to ,then weter � s, edge., Leaseholders and lease requesters lmust demonstrate a wriledgesness to include "de"relopment of this l.insar ,easement prior to a oi" the lease rasnaswsai or request. pproval easement and the development will be tailored etohmatch eth'efaccompanying requirements of the nearby municipality benefits. Will be accrued as that Thereby, these pubi�•ia projects on MSD leased lan iva to serctawr finances appiFoved Although size development can be expected to c,ume in many forms,' shape and sizes, some common characteristics will knit the individual uses to get'her with cont:,-�tLtr anal, unity wit he .sacrificing diversity., . "The comprshGn ,re .dewVs10 ' will be a continual ribbon of enterprising °y r ,us'w„s�, ea"meshing with the next, and integrating the inland waterway systese of daily life. into the ®nvironment C �71.•L•.L E It G S O P :T A 8 It $ 3 a L O T 'I O N t ..40bliO o s ce, . Xscr *Atio0 and water edge a sstb" ty 14 h8XM=9 with &,PpXoprIat&jV sewed industrial, commercial, and residential development while the MSD continues to preserve and im ro'rre water quality is the inland waterways, accessibility and, usefulness of the waterways will be increased through implementation of the u3n. * waterway strategy resolution. This goal will be attaine4j through the developasat of they linear easement on thea XSD - .. waterway property. As vacant sites are Leased; and existinrf leases are renewea, the linear easement will, progressively evolve into one of three genual typo*# public; use easement, multiple use easement, or scenic easement. 4 A variety of elements will be integrated into the development,. of the linear easement, including bank stabilisation, ex-osion ' control, pathways, fences, berms, rois,jairi g Wal, s, landscapia l ..,..... and, gas ... hhil+ � incr�ee a�,acoeesi ^sssfesln^s ZW, 00,.,,.. the 430 waterways and waterway property Is thew priaary goal," these elements used advantageously can offer a ranvw of other, desirable effects, e.g. noise barriers, visual barriers, ene:cfq y conservation and site enhanrclement. cis* and selection . of thea elements will be determined by their respective ap,ropriato0*ieas on the specific: site. While the plan and development cast's• arse the responsibility of the leaseholder of the specific site, the compute development of the easement on the individuial• parcel.. can be series of phases staged to occur over a period of';CS ysaro. The primary linear easement will bea publid use *a**Mont all** W— ing public access to the water's edge and canal bank by means of a pathway. , The linear easement gill take the form of a multiple use easement in those areas whirs water°-orirated industries „ requirvi--use of the water for docks and bail $li,ps.. Whew v*.re;�' • poNsiblei public access to the wateros edge, would be Maai.ntained,. whips other portions of the easement will continue to traverse► the -site without interference with" the industrial leaieholclers'" activity. A scenic easement, where direct public access is minimized, will occur only as a necessity to protect a site 'of unique, historical value. Some sites may have temporary scenic eass'ment designations while that Soarceki is cnleased or while the parcel is under construction or devslopment. While information concerning minimum allowable easements "is:. available, the MSD expects that the private sector will coop¢r — ate with and recognize the many benefits Vesulting from the full implementation of the MSD -iateraay striate(resolution. Develop— Sent of the HBO waterwaY . property continua process mgwill. be a gradual but seti the' needs o,f •" sacb` current and pro spsotive leaseholder. Th.4� projaated".developm t, 'Will occur as vacant Percale are leased And as dating leases are rsneved, public; and. each sit Each site must reserve a portion' form acesse and uaa by tIx.t e must l i k its rasa�ryarse v by the,ha general adjacent' site. fn this manner, 'a linear mrasesweat the entire length Of the inland waterway system will be, created, wherever Possible this easemeat will, allow accesrs to thei water's here, iweaseholders had lease requasters must daaonstrata a willingness to iaolude development of this linear Of the lease, easement prior to approval and. the or request. " The character of thea` easement he dhvelopment will be tailored to snatch' the 'aacam an requirements o! the•aiarbymunicipality.' Thereby,,ubli benefits Will be accrued as the private �amrctor liasaamspublia Projects oa HBO leased land. approved A variety of *'*meats will be integrated into the development of the linear eassmen't, including bank stabili:ati.on, erosion coat ol, pathways,.feaaes, berms, retaiping walls, landscaping and lighting. While increased accessibility and usefulness ' the HSD waterways and waterway property is theof these elements used advantageously oan offer a primary. goal, o esirable effects, e.g. noise barriers, visual bang -.os, sherry, conservation and site enhanosareat. hlements will be determined by'dee and Selection of the Oft the specific site. While thebeir planrespective appropriateness the responsibility of thea leaseholder and development costs area complete development of the easement onftheeiadivi,dualsparcelhe can be.a series of phases years. staged to occur 'over a period df 2-3 The primary linear sassmeat wi.il be a public. use easement allow_ int .public access to that' water's edge and 'canal a paeasey. The linear sae m-nt will take theformaofby. means or a multiples uses easement is those areas `►here water -orient d industries require use of the water for docks. and barge sci s. possible iuslio.access to the water as edge woldla be mainta eU while othgr portions of the easement, l,l. con tinue n the site without 'interference to traverse with.the industrial leaseholders, aartivity. A scenic easement, where direct minimized, will occur only as a necessity t ublic accasa i7s unique, historical value. Some sites may protect a site of easement designations while the parcel,.i usaleasedporawhilary ethh parcel is under 'construction o dewvelcapwseat. WATMWAY STRATEGY RESOLUTIONWIMliM s, The Metropolitan Sanitary District of G�r ata r Chi entrusted with and dedicated to the Chicago 1h �. pros ati of clean 'atar; and WHERW#, The Metropolitan Sanitary •Dish that dr t of treater Chicago recognize* dramatic o�reassssts in rastar quality occuris the Wetysyste upon c lett of t11* initial and feaair "oir plan is 1.983 *and Phase* of the el N s The M*tr00*l1taa,- Sanitary District pf Greater Chicago is t he owner dt a than 7. Goo agree of; property adjacent to 't vatorway systems.Inland • NON„ IE r BW IT RESOLVED by the Board of Commi Via— NOtropoli Sanitary 'District of Greater �.cagoionare of . 1. That henceforth °all Metropolitan Unitary District wit���r. Property leasee will encourage, publics open st►ace, recreation, ""w.M and water ad&* accessibility in harmony with a o ria + . scaled Industrial, commercial., and aresidant l devel y` thus motivating .aa, extension of the benefits of ago tr , • ilic la rout throughout the Inland ratty sysra 2. This .Resolution shall be effective immediately upon its • rt passage. ' .. . Dat*eds February 23,, 1984 « Approved: icholas d'. s„ resident Mrd of -•� s s `� The Metropolitan Sanitary District Approved 'aa to Form b Legality: of Greater" Chicago • Head Assistasst Attorney ate-• • At to tl► _'. STATE OF ILLINOIS ) ) SS. COUNTY OF,COOK ) The undersigned, a Notary Public in and for said County, In the State aforesaid, DOES HEREBY CERTIFYthal.,_.."., Irvana K. Wilks ,personally known . _... (Name) to me to be the Mayor Villa e of Mount Prospect (rifle) Milage/Town/City) municipal corporation, and ._....._..M . Lisa Angell--,.,,.,,--,,,,, personally known to me to be the e Clerk Village (Name) " , of sold municipal corporation and personally known to (Title) to me to be same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such _... —­ VjUag-cof said municipal (Title) (Title) corporation, duly executed said Instrument in behalf of said municipal corporation and caused its corporate seal to be affixed thereto pursuant to authority given by the corporate authority of said municipal corporation, as its free and voluntary act and as the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein set forth. GIVEN under my hand and Notarial Seal this 24tlyay ofAugust , A.13.20-12, My Commission expires: 284205.3 -. _e,L . _.w: ......... . . Notary Public OFFICIAL SEAL DOREEN C JAROSZ NOTARY PUBLIC - STATE OF ILLINOIS My Cot,1ASSION EXPIRES 041,13.114 STATE OF ILLINOIS ) ) SSr COUNTY OF COOK Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that Cynthia M. Santos personally known to me to be the Chairman of the Committee on Finance of the Board of Commissioners of the Metropolitan Water Reclamation District of Greater Chicago, a municipal corporation, and Jacqueline Torres, personally known to me to be the Clerk of said municipal corporation, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such Chairman of the Committee on Finance and such Clerk, they signed and delivered the said instrument as Chairman of the Committee on Finance of the Board of Commissioners and Clerk of said municipal corporation, and caused the corporate seal of said municipal corporation to be affixed thereto, pursuant to authority given by the Board of Commissioners of said municipal corporation, as their free and voluntary act and as the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein set forth. GIVEN under my hand and Notarial Seal this " day of; ° �_..� � +�'�.. � "�.:. A.D. 20=S 34 ._......m ... _.-----._..�....... _....... tory Public My Commission expires: A OFFICIAL SEAL ._ BRENDA F HOLMES NOTARY PUBLIC - STATE OF ILLINOIS MY COMMISSION EXPIRES:03/30/14 34 APPROVED AS TO FORM AND LEGALITY: A " G!. Head Assistant Atto ney l GeneruN'Counsel APPROVED: Executive Director 35 RECEIVED: Fee Insurance BWondj