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O-08-03VILLAGE OF DEERFIELD LAKE AND COOK COUNTIES, ILLINOIS ORDINANCE NO. 0 -08 -03 AN ORDINANCE AUTHORIZING A SIGN LOCATION LEASE WITH ZEBRA OUTDOOR, INC. FOR PROPERTY AT 909 LAKE COOK ROAD PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, this 7th day of January , 2008. Published in pamphlet form by authority of the President and Board of Trustees of the Village of Deerfield, Lake and Cook Counties, Illinois, this 7th day of January , 2008. VILLAGE OF DEERFIELD LAKE AND COOK COUNTIES, ILLINOIS ORDINANCE NO. 0 -08 -03 AN ORDINANCE AUTHORIZING A SIGN LOCATION LEASE WITH ZEBRA OUTDOOR, INC. FOR PROPERTY AT 909 LAKE COOK ROAD WHEREAS, the Village of Deerfield owns a tract of real property approximately 25 acres in size commonly known as Reservoir 29a located at 909 Lake Cook Road (the "Property"); and, WHEREAS, the Property is developed and used as a regional stormwater retention basin and is also used for collateral uses that are compatible with the principal use of the Property; and, WHEREAS, the Property is bounded by Lake Cook Road, Pfmgsten Road, the campuses of the Socrates Greek- American School and the Chicagoland Jewish High School and Edens Spur; and WHEREAS, the southern boundary of the Property is adjacent to the Edens Spur and is highly visible to motorists traveling on the Edens Spur; and, WHEREAS, Zebra Outdoor, Inc ( "Zebra ") has submitted a proposal to lease small portions of the Property adjacent to the Edens Spur for a term of twenty (20) years for the purpose of installing, maintaining and operating three (3) outdoor advertising structures; and, WHEREAS, the corporate authorities of the Village of Deerfield have determined that the premises to be leased to Zebra are not needed for other public purposes of the Village; and, WHEREAS, the corporate authorities of the Village of Deerfield have determined that it is in the best interests of the Village that the Village enter into the Sign Location Lease (the "Lease ") attached hereto and made a part hereof as Exhibit A with Zebra Outdoor, Inc., leasing the premises described therein to Zebra under the terms, conditions and covenants set forth therein; NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, in the exercise of its home rule powers, as follows: SECTION 1: That the President and Board of Trustees of the Village of Deerfield do hereby authorize and approve the Sign Location Lease attached hereto and made a part hereof as Exhibit A by and between the Village of Deerfield as Lessor and Zebra Outdoor, Inc. as Lessee. SECTION 2: That the President and Village Clerk of the Village of Deerfield be and they are hereby authorized and directed to respectively execute and attest said Lease for and on behalf of the Village of Deerfield. SECTION 3: That this Ordinance, and each of its terms, shall be the effective legislative act of a home rule municipality without regard to whether such Ordinance should: (a) contain terms contrary to the provisions of current or subsequent non - preemptive state law; or, (b) legislate in a manner or regarding a matter not delegated to municipalities by state law. It is the intent of the corporate authorities of the Village of Deerfield that to the extent that the - terms .of this Ordinance should be inconsistent with any non - preemptive state law, this Ordinance shall supersede state law in that regard within its jurisdiction. IThis Space Left Blank Intentionally] -2- SECTION 4: That this Ordinance shall be in full force and effect from and after its passage, approval and publication in pamphlet form as provided by law. PASSED this Jth. -day of January , 2008. AYES: Benton, Jester, Seiden, Struthers (4) NAYS: Feldman, Rosenthal (2) ABSENT: None (0) ABSTAIN: None (0) APPROVED this 7th dz ATTEST: illage Clerk -3- SIGN LOCATION LEASE THIS LEASE AGREEMENT is made and entered into this 7th day of January , 200`,8(the "Effective Date "), by and between VILLAGE OF DEERFIELD, an Illinois municipal corporation (hereinafter referred to as "LESSOR "), and ZEBRA OUTDOOR, INC., an Illinois corporation (hereinafter referred to as "LESSEE "). RECITALS: A. LESSOR is the owner of a tract of real property approximately 25 acres in size used as a regional stormwater retention basin and commonly known as 909 Lake Cook Road (the "Property ") that is adjacent to I -94 West, commonly known as. the Edens Spur, and that is highly visible to motor vehicle traffic on the Edens Spur. B. LESSEE desires to lease a portion of the Property legally described on Exhibit A attached hereto the "Premises ") on the terms and conditions provided herein for the purpose of constructing and operating three (3) advertising structures and displaying advertising and other messages thereon visible to persons traveling on the Edens Spur. C. LESSOR desires to lease the Premises to LESSEE on the terms and conditions provided herein. NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions stated herein, LESSOR and LESSEE (sometimes referred to herein individually as "Party" or collectively as "Parties ") agree as follows: 1. LESSOR hereby leases to LESSEE, its successors or assigns, the property described on Exhibit A attached hereto along with an easement for reasonable access thereto and for access to an appropriate source electric service (the "Premises ") commencing on the Effective Date for the purpose of constructing, operating, maintaining, repairing, replacing and removing three (3) outdoor advertising structures thereon, including necessary supporting structures, illumination facilities, power facilities and connections and service ladders (the "Advertising Structures ") and other necessary appurtenances and ancillary equipment, subject to the terms and conditions of this Lease. The parties understand and acknowledge that Exhibit A may be attached to this Lease in preliminary form. The parties agree that upon preparation of a final, more complete description of the Premises, Exhibit A will be replaced by Lessor with such final, more complete exhibit. 2. LESSEE shall not use the Premises or the Advertising Structures for any purpose other than the display of advertising and similar types of messages as permitted under Section 7 of this Lease without the prior written consent of the LESSOR. LESSEE shall not install or permit the installation on any part of the Premises, including, the. Advertising Structure, any antenna or transmitter without the prior written consent of the LESSOR. Page 1 of 10 3. The term of this lease shall be twenty (20) years beginning on the Effective Date and ending on the.twentieth anniversary of the Commencement Date (as defined in Section 4(b) hereof). The Effective Date shall be the date on which this Lease has last been executed by the LESSOR and the LESSEE. 4. (a) LESSEE shall pay to LESSOR an annual base rental ( "Base Rent ") of Thirty - Three Thousand Dollars ($33,000.00) for each Advertising Structure (a total of $99,000.00 for the first Lease Year) in advance.of each Lease Year. (b) The. initial Lease Year shall. commence on the date that LESSEE commences construction of the Advertising Structures, or one - hundred twenty (120) days after the date that Lessee receives building permits from the Village of Deerfield for the Advertising Structures, whichever occurs first (the ".Commencement Date. "). LESSOR_ shall submit a complete building permit applications and plans for the Advertising Structures to the Village within thirty (30) days. of the Effective Date. Thereafter, Base Rent shall be due in advance.on each anniversary of the . Commencement Date. (c) Within thirty. (30) days of the Effective Date, LESSEE shall pay Five Thousand Dollars ($5,000.00) to LESSOR as a non_ refundable option fee. In the event that this Lease is not terminated as provided in Section 13(b) hereof, this option payment shall be credited to LESSEE's first annual rent payment set forth in Section 4(a) hereof. (d) On each anniversary of the Commencement Date the amount of the Base Rent for the Lease Year shall be increased by an amount equal to two percent (2.0 %) of the Base Rent for the immediately preceding Lease Year. (e) In addition to the annual Base Rent, LESSEE shall annually, within forty -five (45) days after the end of each Lease Year, pay twenty -eight percent (28 %) of the Net Advertising Revenues received by or attributable to LESSEE for each of the Advertising Structures during the Lease Year ( "Percentage Rent "), but only to the extent that such Percentage Rent exceeds the Base Rent for the Lease Year. "Net Advertising Revenue" shall mean all revenues and considerations actually or constructively received by LESSEE, its agents, representatives and affiliated entities for the use of the Advertising Structure(s) and the display of messages or advertising copy on the Advertising Structure(s) ( "gross revenue "), less commissions paid to third parties (not to exceed sixteen and two /thirds percent [16 2/3 %]) not affiliated with the LESSEE to generate such gross revenues. Gross revenues do not include separate charges paid by an advertiser to create its message. To the extent that gross revenue is generated from advertising agreements by LESSEE or its affiliates for use of multiple signs including signs displayed on outdoor advertising structures not located on the Premises ( "Other Media "), such revenues shall be allocated and attributed as gross revenue to the Advertising Structures and such Other Media based on standard industry custom and good accounting practices. Copies of the advertising agreement that generate such advertising revenues shall be delivered by LESSEE to LESSOR at LESSOR's written request. LESSOR shall have the further right, which shall not be exercised more often than annually, to audit LESSEE's gross revenue. LESSEE shall, upon thirty (30) days written notice from LESSOR, make its financial records material to LESSEE's Page 2 of 10 gross revenue available to LESSOR's certified public accountant for inspection at a reasonable time and place in the Chicago metropolitan.area. (f), There shall be no rebate or refund of the Base Rent or Percentage Rent from LESSOR to LESSEE except as expressly provided in this Lease. (g) Base Rent and Percentage Rent shall be paid and delivered to the office of the Finance Director of the Village of Deerfield, 850 Waukegan Road, Deerfield, Illinois 60015, or such other address as LESSOR may designate in writing, on or. before the date specified herein for such rent payment. LESSEE shall pay to LESSOR a late payment, charge equal to. five percent (5 016) of the late rent payment for any payment of Base Rent or Percentage Rent not paid within ten (10) days of the date such rent payment was due the LESSOR. An additional late payment charge equal to one and a half percent (1.5 %) of the late rent payment shall be paid to LESSOR for each subsequent month or part therefore that LESSEE fails to pay the Base Rent, Percentage Rent or late payment charge due to LESSOR. In the event that any..such default.in payment of rent shall continue for a period of fifteen (15) days following written notice from LESSOR to LESSEE, LESSOR shall have the option, in addition to any other remedies at law or in equity, to terminate this Lease upon thirty (30) days written notice to LESSEE. (h) Within thirty (30) days after the Commencement Date, LESSEE shall pay Fifty Thousand Dollars ($50,000.00) to the Village of Deerfield for the installation and maintenance of landscaping to buffer the Property and Advertising Structures from surrounding properties. LESSOR agrees to install and maintain all landscaping required for the Property pursuant to the special use ordinance identified in Section 8 of this Lease. (i) Each Advertising Structure shall be subject to annual inspection by the Village of Deerfield for compliance with applicable Village ordinances, codes and regulations ( "Code "). LESSEE shall during each Lease Year pay a Five Thousand Dollar ($5,000.00) annual inspection fee to the Village of Deerfield for each Advertising Structure, such fee to be due and payable within thirty (30) days after the issuance of a Village of Deerfield inspection certificate (or similar approval). LESSEE shall promptly correct and remedy any Code violation or deficiency identified by the Village inspection. 5. It is understood and agreed that the continued full visibility of the portion of the Advertising Structure upon which advertising copy is posted (the "Sign ") from the highway commonly known as the Edens Spur is an integral part of this Lease. Therefore, LESSOR agrees not to erect or allow any other off - premises advertising structures on property owned or controlled by LESSOR within One Thousand (1000') Feet of the Premises that would obstruct the highway view of one or more of the Advertising Structures from the Edens Spur, or to allow any trees or vegetation on property owned or controlled by LESSOR (but excluding street rights - of -way) within One Thousand (1000') Feet of LESSEE'S that would obstruct the highway view of one or more of the Advertising Structures from the Edens Spur. Upon thirty (30) days written notice from LESSEE, LESSOR shall or cause such other advertising structure or vegetation to be removed, relocated or trimmed to remove such obstruction of the highway view of the Advertising Structures. Page 3 of 10 6. In' the event. that full visibility of the Advertising Structures from the highway commonly known as the Edens Spur becomes permanently materially impaired, LESSEE may terminate this Lease upon sixty (60) days prior written notice to LESSOR. If. LESSEE is prevented from constructing or maintaining its Advertising Structures at the Premises by reason of any final governmental .law, regulation, order or other action, or due to LESSOR's default under this Lease, LESSEE may terminate this Lease upon sixty (60) days prior written notice to LESSOR. In the event ' of termination of this Lease prior to expiration as provided in this Section, LESSOR will reimburse LESSEE any unearned rent on a pro rata basis from the date of Lease termination. 7. LESSEE shall not display advertising or messages on the Advertising Structures: (i) for any type of sexually explicit or prurient adult products, services or entertainment including, but not limited to gentleman's or ladies'clubs, pornographic vendors, escort services or. adult bookstores, (ii) for any alcohol or tobacco products; (iii) to promote, oppose, approve. or disapprove of religion, churches or other religious worship centers, religious. denominations. or religious beliefs; or (iv) for any product or service that is illegal in the State of Illinois. Nothing stated herein shall be construed as limited or prohibiting advertising or messages promoting: (i) non- pornographic movies and films in current release in movie theaters or for sale to consumers, and current non - pornographic television programming, provided however that no sexually explicit images shall be displayed as part of such advertising; (ii) religious affiliated institutions such as universities, hospitals or charities that are primarily engaged in non - religious activities. LESSEE shall, on five (5) days prior written notice from LESSOR, remove any advertising or message displayed in violation of this Section. In the event of a second or successive violations of this Section, LESSEE shall, in addition to removal of the advertising or message as provided herein, pay to LESSOR a sum equal to one- twelfth (8.333 %) of the then current annual Base Rent for the Advertising Structure as liquidated damages for the lease violation. 8. This Lease is subject to and LESSEE agrees to comply with the following requirements throughout the term of this LEASE: (i) the requirements of Village of Deerfield Ordinance No.0 -08 -03 Approving a Text Amendment and a Special Use to Allow the Construction of Three Billboards at 909 Lake Cook Road in the P -1 Public Lands District; (ii) LESSEE's payment of a one -time impact fee of Three Hundred Thousand Dollars ($300,000.00) for the three (3) Advertising Structures ($100,000 per structure), which fee is due not later than thirty (30) days after the Commencement Date. 9 All structures, equipment and materials placed upon the Property by the LESSEE including subsurface structures shall be removed by LESSEE within forty -five (45) days after the expiration of the term hereof or any extension or earlier termination hereof. Upon removal of such structures, equipment and material from the Property LESSEE shall further restore the Premises to its original condition or better including the subsurface of the Premises to the extent disturbed by LESSEE's activities, provided that subsurface restoration shall not be required if LESSEE can demonstrate to the reasonable satisfaction of LESSOR that LESSEE's activities have not caused and will not result in any release or threat of release of hazardous waste or substances (lead shot) currently contained on LESSOR's property. Page 4 of 10 10. LESSEE shall not be permitted to install or permit the installation of Advertising Structures without prior written consent of the. LESSOR, which consent shall be conclusively presumed by the issuance of a building permit for the Advertising Structures by the Village of Deerfield. LESSOR may not unreasonably withhold its consent to the installation of the Advertising Structures, provided that LESSOR may withhold its consent to the installation of the Advertising Structures until LESSEE has submitted detailed construction drawings demonstrating to the satisfaction of LESSOR that the installation; maintenance and ultimate removal . of the Advertising Structures can be reasonably accomplished without damage to the clay cap underlying LESSOR's property that must be maintained intact to prevent the release or threatened release of hazardous waste or substances (lead shot) contained at LESSOR's property. LESSEE is responsible for properly collecting and disposing of all hazardous materials or special waste that may be excavated or otherwise released from the Premises as a result of the. constructions, installation, operation, repair, replacement or removal of the Advertising Structures. 11. LESSEE shall promptly repair, correct and .restore any damage to LESSOR's property caused by the installation, maintenance, repair, replacement or removal of the Advertising Structures, equipment or materials placed or installed upon the Premises by LESSEE. LESSOR agrees to give LESSEE written notice of any damage to LESSOR's property caused by LESSEE within sixty: (60) days after observing or being notified of such damage. LESSEE agrees to give LESSOR written notice of any damage that it causes to LESSOR's property within ten (10) days of any such occurrence. 12. LESSEE shall keep the Premises (defined on Exhibit A attached hereto) free and clear of debris, rubbish, trash, waste or garbage and shall promptly remove any debris, rubbish, trash, waste or garbage which may be on any of the Premises. LESSEE shall landscape and maintain the landscaping and vegetation on the Premises in a manner that is consistent with the landscaping of adjacent properties. LESSEE shall keep any grass or similar vegetation that may be growing on the Premises cut. LESSEE shall not allow any condition to exist on the Premises that could constitute an attractive nuisance. 13. (a) The LESSEE shall have the right to make any necessary applications with, and obtain all permits and approvals from governmental bodies having jurisdiction necessary for the construction and maintenance of the Advertising Structures ( "Government Permits ") including but not limited to the Illinois Department of Transportation, the Federal Aviation Administration and the Federal Highway Administration. All such Government Permits shall be the property of LESSEE. (b) In the event LESSEE is unable to secure all Government Permits necessary for the construction of the Advertising Structures, including building permits from the Village of Deerfield, LESSEE shall have the sole right and option to terminate this Agreement upon written notice to LESSOR, provided such option is exercised within one hundred eighty (180) days of the Effective Date. (c) In the event that LESSEE has not secured all Government Permits necessary for the construction of the Advertising Structures within two hundred forty (240) days after the Page 5of10 Effective Date, LESSOR shall have the sole right and option to terminate, this Agreement upon written notice to LESSEE. 14. LESSEE shall comply with all applicable laws, rules and .regulations in maintaining .the Premises and in maintaining, operating, repairing, installing and replacing the Advertising Structures and the Signs and in performing its other obligations under this Lease. LESSEE shall be .responsible for obtaining any and all Government Permits which may .be required in order for LESSEE to be able to maintain, operate, repair, install or, replace any of the Advertising Structures or Signs,, provided that to the extent that it is reasonably required, LESSOR shall cooperate with LESSEE so as to allow LESSEE to obtain any necessary permit or license. 15. If any act or omission of LESSEE, or of any agent, contractor or subcontractor of LESSEE, shall result in any mechanic's lien, materialmen's lien or other lien for labor, material, fuel, machinery or supplies to be filed against the Premises. or LESSOR'S property, LESSEE shall, within sixty (60) days of filing of such lien cause the same to be canceled and discharged of record, bonded off or insured against by a title insurance company reasonably acceptable to the Village. LESSEE may, at its sole expense and after prior written notice to LESSOR, contest by appropriate action or proceeding conducted in good faith and with due diligence the amount or validity or application of any such lien. LESSEE shall hold LESSOR harmless and indemnify LESSOR for any loss, damage or expense that LESSOR may incur as a result of any such lien. 16. LESSOR represents that LESSOR is the owner of the Premises described above and has the right to grant LESSEE free access to the Premises to perform all acts necessary to carry on LESSEE's business. In the event of any change of ownership of the property hereby leased, LESSOR agrees to promptly notify LESSEE of the name, address and phone number of the new owner, and LESSOR further agrees to give the new owner formal written notice of the existence of this lease and to deliver a copy thereof to such new owner at or before closing. 17. LESSEE shall, before the Effective Date, provide LESSOR with a written disclosure signed under oath by a duly authorized owner, trustee, corporate officer, general partner or managing agent identifying the following persons firms and entities and the nature of each such person, firm or entity's interest: (i) all persons, firms or entities having either a proprietary interest, an interest in profits and losses, or the right to control LESSEE; (ii) to the extent applicable, all corporate officers of LESSEE, registered agents of LESSEE, general and limited partners of LESSEE, members of any limited liability company owning or controlling LESSEE and all shareholders of LESSEE except that in the event LESSEE is a publicly traded corporation shareholder disclosure shall be limited to persons owning 5% or more of the outstanding shares of such corporation; (iii) all contractors and consultants engaged or paid by LESSEE to perform or provide services in connection with the procurement of this Lease, the application for Government Permits, or the development of Advertising Structures on the Premises. 18. In the event of condemnation of the Premises or any part thereof by proper authorities having the power of eminent domain, the LESSOR agrees to meet and confer with LESSEE to consider the possible relocation of the affected Advertising Structure(s) elsewhere on Page 6 of 10 LESSOR's remaining real property adjoining the Premises. Any such relocation is subject to an amendment to this Lease. to accommodate, among other things, the cost, of relocation, environmental requirements applicable to LESSOR's property, and the value of such new location. LESSEE shall, at its election and in its sole discretion, be entitled to contest any such acquisition of the Premises by power of eminent domain and to seek compensation from any award of consideration payable b the acquiring entity for damages and value loss of LESSEE's property (sign structure and leasehold interest). 19. LESSEE shall defend, indemnify and save harmless LESSOR, its agents, officers and employees (all. of which constitute "Indemnified Parties" for purposes of this Section) from all suits, actions, claims, :demands, damages, losses and other reasonable expenses and costs of every kind and description, including, but not limited to reasonable attorneys' fees, to which LESSOR, its agents, officers, guests or employees may be subjected to by reason of personal injury, bodily injury, death, property damage or other injury alleged to result from or.arise out of any (i) condition or occurrence on.the Premises which is the responsibility of the LESSEE under . this Lease, (ii) the commission, omission, negligence or fault of the LESSEE, its agents, employees or others employed in the construction, maintenance, repair or removal of the Advertising Structures located on the Premises, (iii) any failure. of the LESSEE to perform in accordance with the provisions of this Lease, or (iv) any claim that this Lease is invalid or unconstitutional in whole or in part; provided, however, that such indemnification shall not be applicable to the extent that any bodily injury, personal injury, death or property damage was the result of negligent or wrongful acts or omissions of LESSOR or its agents, officers, employees or independent contractors. If an Indemnified Party is made a party to any litigation arising out of a claim for which LESSEE is required to indemnify and hold harmless under this Section, LESSEE shall, at LESSEE's cost and expense, either defend the Indemnified Party with counsel reasonably acceptable to LESSOR, or pay all costs and reasonable attorney's fees and expenses incurred or paid by such Indemnified Party in connection with such litigation. In the event that a judgment is entered against an Indemnified Party in such litigation, LESSEE shall satisfy the judgment. In the event that a claim made against an Indemnified Party is settled by LESSOR or with LESSOR's consent, LESSEE shall pay the amount of the settlement. Notwithstanding the foregoing, nothing herein shall make LESSEE liable and LESSOR hereby disclaims any claim hereunder for incidental or consequential damages suffered by LESSOR (It being understood that nothing herein relieves LESSEE from any indemnity it otherwise has to LESSOR for claims of incidental or consequential damage by third party). 20. (a) During the Term of this Lease, the LESSEE shall secure and maintain, or cause to be secured and maintained, in full force and effect, comprehensive general public liability insurance, as will protect the LESSEE, the LESSOR and their agents, officers and employees, from any and all claims for damages for injury to persons or death, or for damage to any property of the LESSOR or the public which may arise out of the LESSEE's use and occupancy of the Premises and the maintenance and operation of the Advertising Structures and Signs. The amounts of such insurance shall not be less than a Combined Single Limit of $5,000,000 for injury to persons or death or for property damage. Each policy shall name the LESSOR as an additional insured and each policy shall provide for contractual liability coverage. Page 7of10 (b) LESSEE shall secure and maintain, during the Tenn of this Lease, such comprehensive motor vehicle liability insurance, including non -owned and hired car coverage, as may be reasonably necessary to protect the LESSEE and the LESSOR from any and all claims and damages for personal injury, bodily injury or death or property damage to any property of the LESSOR or of the public which may arise out of or in connection with the performance of any work or operations done by or for the LESSEE in, on or over the Premises whether such work or operations be by the LESSEE, or its contractor or subcontractors, or by anyone directly or indirectly employed by any of them. The amount of such insurance shall .not be less than a Combined Single Limit of.$500,000 for injury to persons or death or propert y damage., Each policy shall name the LESSOR as.. an .additional insured. Each policy shall provide for contractual liability coverage. (c) All insurance policies or agreements that LESSEE is required to obtain shall provide that they. cannot be canceled or terminated until after at least ten (10) days prior notice has been given to the LESSOR. The LESSEE shall provide LESSOR which such certificates of insurance or other acceptable proof of compliance with the insurance provisions of this Lease (i) annually and (ii) within twenty -one (21) days after receiving a request from LESSOR to do so. .(d) All types of insurance required by this Lease may contain a reasonable deductible provision or, in the event LESSEE is a publicly traded corporation with assets in excess of Five Hundred Million Dollars ($500,000,000.00), a reasonable self - insured retention provision. All insurance policies required under this Lease shall be issued by a company that is authorized to issue insurance policies in the State of Illinois.. 21. LESSEE shall pay all electrical power costs used in conjunction with the Advertising Structures. 22. LESSEE understands and acknowledges that the Property is currently exempt from real property taxation. LESSEE shall pay all real estate taxes levied and assessed against the Property or against LESSEE's leasehold interest in the Premises as a result of this Lease and the use of the Premises by LESSEE for the purpose of constructing and operating three (3) advertising structures and displaying advertising and other messages thereon visible to persons traveling on the Edens Spur. 23. (a) In the event that either party is in default under the terms of this Lease, the non - defaulting party shall deliver written notice to the defaulting party, and said defaulting party may cure such failure within fourteen (14) days of receipt of such notice provided that for any non- monetary default, if a cure cannot reasonably be effected in 14 days, the defaulting party may continue such cure past 14 days from notice if it commences such cure within fourteen (14) days from notice and pursues such cure diligently to completion. (b) If LESSEE is in default and fails to cure as provided in this Section, then LESSOR shall have the following rights and remedies in addition to any other remedies provided in this Lease or available at law or in equity: Page 8 of 10 (i) To cure any default or perform. any obligations of LESSEE under this Lease and LESSEE shall pay LESSOR the cost thereof upon demand. (ii) To terminate the Term of this Lease as to the Premises by written notice to LESSEE. Thereupon, the Term of this Lease and the leasehold hereby granted shall terminate on the date on which LESSOR sends such notice as completely and with the same effect as if such date were the date fixed herein for the expiration of the term of this Lease, and all rights of LESSEE hereunder shall terminate, but LESSEE shall remain liable for all rent that has been paid and shall not be entitled to any refund for rent that may have been paid .for .periods after the date on which the Lease was terminated.. (iii) To re -enter and . repossess the Premises affected by the default by due process, summary proceedings, or, action for ejection, and take possession and .control of any. Advertising Structures located. on such Premises. LESSOR shall. have no liability by reason of any such re -entry, repossession or removal. . (c) If LESSOR is in default and fails to, cure as provided in this Section, then LESSEE shall have the following rights and. remedies in addition to any other remedies provided in this Lease or available at law or in equity: (i) To cure any default or perform any obligations of LESSOR under this Lease and LESSOR shall pay LESSEE the cost thereof upon demand. (ii) To terminate the Term of this Lease by written notice to LESSEE with respect to the Premises. Thereupon, the Term of this Lease and the leasehold hereby granted shall terminate on the date on which LESSEE sends such notice as completely and with the same effect as if such date were the date fixed herein for the expiration of the term of this Lease and LESSOR shall reimburse LESSEE for any prepaid Base Rent. 24. All notices required herein shall mean written notice sent by certified mail, return receipt requested, to either LESSOR or LESSEE at their respective address listed below, provided that either party may change the person(s) and addresses to whom future notices are to be sent by giving notice as provided in the Section. Notices shall be deemed served on the second business day following the day on which the notice is mailed as provided in the previous sentence, or on the date the LESSEE or LESSOR receives the written notice by personal delivery from the other party. If to LESSOR: Village Manager Village of Deerfield 850 Waukegan Road Deerfield, Illinois 60015 -3206 Phone: 847.945.5000 Fax: 847.945.0214 If to LESSEE: ZEBRA OUTDOOR, INC. c/o Loss, Pavone & Orel 1920 South Highland, Suite 333 Lombard, Illinois 60148 Page 9 of 10 With a copy to: Peter Coblentz Rosenthal, Murphey & Coblentz 30 North LaSalle St., Suite 1624 Chicago, Illinois 60602 Phone: 312.541.1070 Fax: 312.541.919.1 With a copy to: 25. If required by LESSEE, LESSOR will execute and acknowledge a memorandum of lease suitable for recordation in a form acceptable to LESSOR. 26. At all times after the Commencement Date, LESSEE shall be either (i) one of the three (3) largest outdoor advertising companies doing business in the'.State of Illinois or (ii) a wholly owned corporate subsidiary of one of the three (3) largest outdoor advertising companies doing business in the State. of.Illinois. Subject to the preceding sentence, this Lease may not be assigned by LESSEE without the express written consent of LESSOR, which consent shall not be unreasonably withheld, delayed or conditioned. This Lease shall inure to the benefit of and be binding upon the Parties, their successors and assigns. 27. (a) It is agreed that venue of any dispute between the Parties arising out of or concerning this Lease shall lie in 'the Circuit Court of the Nineteenth Judicial Circuit, Lake County, Illinois. (b) The laws of the State of Illinois shall govern the validity, performance and enforcement of this Lease. This Lease has been negotiated by LESSOR and LESSEE and the Lease, together with all of the terms and provisions of this Lease, shall not be deemed to have been prepared by either LESSOR or LESSEE, but by both equally. (c) This Lease constitutes the entire agreement and understanding of the Parties and supersedes all offers, negotiations and other agreements of any kind. (d) Any modification of or amendment to this Lease must be in writing and executed by both LESSOR and LESSEE. (e) If suit or action is brought by either LESSOR or LESSEE to enforce this Lease or any provision of this Lease, the prevailing party shall be entitled to recover reasonable attorney's fees and expenses in addition to any costs and disbursements allowed by law to be recovered or awarded to the prevailing party. 28. This Lease is NOT BINDING UNTIL ACCEPTED by the General Manager of ZEBRA OUTDOOR, INC., LESSEE, (640 West Barry, Suite 104, Chicago, IL 60657) and LESSOR. Page 10 of 10 WHEREFORE, effective as of the day and year first above written, the Parties have hereuntn1-O7-O' ands and seals by their duly authorized officers. Dated: Dated: tATTT./ ERFIELD' LESSOR ZEBRA OUTDOOR, INC., LESSEE By: arris, President Name: Title: ATTEST: V age Clerk Name: Title: [SEAL] [SEAL] Page 11 of 10