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HomeMy WebLinkAboutO-25-26VILLAGE OF DEERFIELD ORDINANCE NO. 2025- 0-25-26 AN ORDINANCE AUHTORIZING THE EXECUTION OF AN OPTION AGREEMENT FOR THE PURCHASE OF THE PROPERTY LOCATED AT 700 DEERFIELD ROAD WHEREAS, the Village of Deerfield is a home rule unit of local government pursuant to the provisions of Article VII, Section 6 of the Illinois Constitution; and WHEREAS, the State of Illinois has adopted tax increment financing pursuant to the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1 et seq., as amended from time to time ("TIF Act"); and WHEREAS, pursuant to its powers and in accordance with the TIF Act, and pursuant to Ordinance Nos. 0-23-01, 0-23-02, and 0-23-03, adopted January 4, 2023, which are incorporated into this Ordinance by reference, the Downtown/Village Center Tax Increment Financing District ("TIF District's was formed as a TIF district for a 23-year period; and WHEREAS, U.S Bank National Association ("US Bank') is the owner of the property located at 700 Deerfield Road, Deerfield, Illinois ("Property') and is seeking to sell the Property; and WHEREAS, the Property is located within the TIF District; and WHEREAS, pursuant to Section 11-74.4-4 of the TIF Act, 65 ILCS 5/11-74.4-1, the Village has authority to acquire by purchase real property within the TIF District, all in the manner and at such price the municipality determines is reasonably necessary to achieve the objectives of the redevelopment plan and project; and WHEREAS, the Village desires to purchase the Property from US Bank on the terms set forth in an option agreement ("Agreement'); and WHEREAS, the Village Board has determined that it will serve and be in the best interests of the Village and its residents to approve the Agreement pursuant to this Ordinance; NOW, THEREFORE, BE IT ORDAINED BY THE VILLAGE BOARD OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, as follows: SECTION ONE: RECITALS. The foregoing recitals are incorporated into, and made a part of, this Ordinance as findings of the Village Board. SECTION TWO: APPROVAL OF THE AGREEMENT. The Mayor and Village Board hereby approve the Agreement with US Bank for the purchase of the Property in substantially the form attached to this Ordinance as Exhibit A, and in a final form approved by the Village Attorney. The Mayor, Village Clerk, and Village Manager are hereby authorized and directed to purchase the Property pursuant to the terms and conditions of the final Agreement. 4930-5237-9492, v. 1 SECTION THREE: AUTHORIZATION TO EXECUTE DOCUMENTS. The Mayor and the Village Clerk are hereby authorized to execute and seal, on behalf of the Village, the final Agreement and the Mayor, Village Manager, Village Clerk, and Village Attorney, and such other officials as may be necessary, are hereby authorized to execute all agreements, legal instruments and other documents required to effectuate the intent of this Ordinance. SECTION FOUR: EFFECTIVE DATE. This Ordinance will be in full force and effect from and after its passage and publication in the manner provided by law AYES: Benton, Berg, Goldstone, Greenberg, Oppenheim NAYS: Jacoby ABSTAIN: None ABSENT: None PASSED: September 15, 2025 APPROVED: September 15, 2025 ORDINANCE NO. 0-25-26 Daniel C. Shapiro, Mayor ATTEST:/'. Kent S. S6-eet, Village Cl(irk •.��`G OF OFF'% a' SEAL 0 2 4930-5237-9492, v. 1 EXHIBIT A 4930-5237-9492, v. 1 Deerfield, Illinois Site No. 4165 OPTION AGREEMENT THIS OPTION AGREEMENT (this "Agreement") is entered into as of , 2025 (the "Effective Date"), by and between U.S. BANK NATIONAL ASSOCIATION, a national banking association ("Seller"), and VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation ("Buyer"). RECITALS A. Seller is the owner of certain real property (together with all buildings and improvements located thereon, if any, the "Property") located at 700 Deerfield Road, in Deerfield, Illinois, which real property is legally described on Exhibit A. B. Buyer desires to secure from Seller the option to purchase the Property. C. Seller is willing to grant such option to Buyer, subject to and upon the terms and conditions of this Agreement. ACCORDINGLY, Seller and Buyer hereby agree as follows: 1. Grant of Option. Seller hereby grants to Buyer an option (the "Option") to purchase the Property during the Option Term (as defined in Section 2), subject to and upon the terms and conditions of this Agreement. 2. Option Term. The term of the Option (the "Option Term") shall commence on the Effective Date and shall continue until 5:00 p.m. local Minneapolis, Minnesota time on the fifteenth (15th) day after the Contingency Date, unless sooner terminated as provided in this Agreement. In the event the Option Term expires without Buyer having exercised the Option by closing on the purchase of the Property, then this Agreement shall automatically expire and terminate effective as of the date and time of such expiration, and the Earnest Money (as defined in Section 3.1.1) shall be disbursed to Seller unless there is an uncured default by Seller pursuant to Section 13.1 of this Agreement. 3. Purchase Price. The "Purchase Price" for the Property shall be Two Million Two Hundred Thousand and No/100 Dollars ($2,200,000.00), payable as follows: 3.1. Earnest Money. 3.1.1 Initial Deposit. Within five (5) days after the date of this Agreement, Buyer shall deposit an initial earnest money deposit in the amount of Fifty Thousand and No/100 Dollars ($50,000.00) (the "Initial Deposit") into escrow with First American Title Insurance Company, 121 S. 8th Street, Suite 1250, Minneapolis, Minnesota 55402 ("Title Company") by wire transfer of immediately available funds. If Buyer fails to timely deliver the Initial Deposit, this Agreement shall immediately terminate and be of no further force or effect (subject to Section 15). 3.1.2 Additional Deposit. In the event Buyer does not terminate this Agreement pursuant to Section 5.2 on or before the Contingency Date (as defined in Section 5.1), then prior to the Contingency Date, Buyer shall deposit an additional earnest money deposit in the amount of Fifty Thousand and No/100 Dollars ($50,000.00) (the "Additional Deposit") into escrow with Title Company by wire transfer of immediately available funds. If Buyer fails to timely deliver the Additional Deposit, this Agreement shall immediately terminate and be of no further force or effect (subject to Section 15), and the Earnest Money (as defined in Section 3.1.3) shall be disbursed to Seller. 3.1.3 Earnest Monev: Deposits. As used in this Agreement, (a) the "Earnest Money" shall mean the Initial Deposit, plus any Additional Deposit, plus all interest earned on such deposits, and (b) the "Deposits" shall mean the Earnest Money and, to the extent paid by Buyer pursuant to Section 6.2, the Exercise Payment. All of the Deposits shall be nonrefundable, except as otherwise expressly provided in this Agreement, and will be credited against the Purchase Price at Closing (as defined in Section 6.1). 3.2. Balance of Purchase Price. Buyer will pay the balance of the Purchase Price pursuant to Section 6. 4. Due Diligence. 4.1. Entr\ ; Inspections. Subject to the terms of this Section 4.1, Buyer and its officers, directors, employees, shareholders, members, partners, consultants, contractors and agents (collectively, the "Buyer Parties") shall have the right to enter the Property during the Executory Period (as defined in Section 9 below) and during normal business hours to inspect the same, perform surveys, environmental assessments, soil and other tests and investigations consistent with the purposes of this Agreement (collectively, the "Reports"); provided, however, no Buyer Parties may perform a "Phase II" or other follow-up environmental inspection or any soil or other testing that involves any borings or other invasive testing of any kind without Seller's prior written consent, which consent may not be unreasonably withheld. Buyer shall (a) give Seller reasonable advance notice prior to any entry to the Property, and (b) permit Seller to have a representative present during any such entry. Buyer shall restore any damage to the Property caused by such entry or inspection. At all times during the performance of any such entry or inspection and prior to entering the Property pursuant to this Section 4.1, Buyer shall obtain and keep in full force and effect a policy of commercial general liability insurance with an insurance company licensed to do business in the state of where the Property is located and having a rating of at least "A-VII" by A.M. Best Company with a combined single limit of not less than Two Million Dollars ($2,000,000.00) on an occurrence basis for bodily or personal injury or death and Three Million Dollars ($3,000,000.00) aggregate per location, with an "umbrella" policy insuring Ten Million Dollars ($10,000,000.00) aggregate per location, insuring all activity and conduct of Buyer and the Buyer Parties during any such entry or inspection, including property damage, personal injury or death and contractual liability coverage. Seller shall be named an insured on such insurance policy, and Buyer shall provide proof of such insurance to Seller, in a form reasonably acceptable to Seller, prior 2 4926-3392-6994, v. 4 to any such entry. Buyer's obligations under this Section 4.1 shall survive Closing or any termination of this Agreement. 4.2. Examination of Title. Within five days after the Effective Date, Seller will obtain and deliver to Buyer an ALTA title commitment issued by the Title Company covering the appraised value of the Property obtained by the Village pursuant to Section 5.2.6 of this Agreement ("Title Commitment"), together with copies of all underlying title documents listed in the Title Commitment ( "Underlying Title Documents"). Buyer, at its sole and exclusive expense, may obtain a survey of the Property ("Survey") to be made by a surveyor registered and licensed in Illinois. The Survey, along with the Title Commitment, may also be referred to as "Title Evidence". On or before the date that is five days before the Contingency Date, Buyer shall notify Seller of any objections it has with respect to the Title Evidence ("Objections"). Within three (3) days after receipt of the Objections, Seller shall notify Buyer whether it will cure any matters raised in the Objections on or before the Closing Date. Any matters reflected on the Title Evidence that Seller does not expressly agree to cure shall be "Permitted Exceptions"; provided, however, Seller shall be obligated to remove from the title or satisfy on or before Closing any monetary lien or encumbrance of a liquidated amount (such as mortgages, mechanics liens and judgments) arising from Seller's actions or activities and Buyer shall not be obligated to send an Objection relating to the same. 4.3. Governmental Approvals. Buyer may seek such permits, licenses, zoning, variances, subdivision, entitlements and development rights desired by Buyer for the development or use of the Property (collectively, the "Governmental Approvals"). Seller will reasonably cooperate with Buyer in connection with the Governmental Approvals, including executing such documents as are reasonably necessary to permit Buyer to submit application materials in connection with the Governmental Approvals. Notwithstanding the foregoing, (a) the Governmental Approvals will not be effective and will not result in a change of zoning, or cause or create any liens or encumbrances against any portion of the Property, unless and until the Closing occurs, (b) the Governmental Approvals will not result in any liability or obligation whatsoever to Seller, and (c) Seller will not be obligated to incur any out-of-pocket expenses in connection with any of the Governmental Approvals. 4.4. Confidentiality. 4.4.1 Seller Confidentialit v . Seller must keep all negotiations with Buyer related to the Property, and all information and documents related to the Agreement (including without limitation any appraisals or financial information) (collectively, "Negotiation Information"), confidential and may not disclose (and will cause its attorneys consultants, and agents not to disclose) Negotiation Information to any third party except Seller's attorneys, accountants, contractors, other business consultants assisting Seller in this transaction, or other third parties as required under applicable law, without the Buyer's prior written consent, which consent may be granted or withheld in the Village's sole discretion. The obligations of this Section will survive Closing or the termination of the Agreement. 3 4926-3392-6994, v. 4 4.4.2 Buyer Confidentiality. In the event that Buyer receives a Freedom of Information Act ("FOIA') request for any architects' plans, engineers' technical submissions, or other construction related technical documents related to the Property and provided by Owner pursuant to this Agreement, Buyer shall deny the FOIA request as it relates to those documents pursuant to Section 7(1)(k) of FOIA, 5 ILCS 140/7(1)(k) and not provide the FOIA requester such documents unless a court or the Attorney General's Public Access Counselor issues an opinion determining that such records are not exempt from disclosure under FOIA. 4.5 Records. On or before the fifth (5tb) business day after the Effective Date, Seller shall deliver to Buyer the following documents provided that Seller has such documents at the Property, in possession or control of Buyer's real estate team, or any of the facility managers of the Property: • current rent roll ("Rent Roll"). • copies of all tenant leases ("Tenant Leases") • operating statement. • floor plan showing the leaseback space. • surveys, as -built drawings, and title insurance policies. • any license or other agreements affecting the use and occupancy of the Property. • Service and equipment contracts that will remain in place beyond Closing. • Environmental and/or soil reports prepared by third parties. All such records identified in this Section 4.5 collectively referred to herein as the "Records"). 5. Conditions Precedent. 5.1. Contingency Date. As used in this Agreement, the "Contingency Date" shall mean the first business day occurring thirty (30) days after the Effective Date. Buyer shall have the right to extend the Contingency Date for up to one (1) additional period of thirty (30) days by Buyer on or before the expiration date of the Contingency Date by giving to Seller written notice of its election to do so. 5.2. Buyer's Conditions. Buyer's obligations under this Agreement are contingent upon the satisfaction (or waiver by Buyer) of the following conditions precedent: 5.2.1 General Contingency. On or before the Contingency Date, Buyer shall have determined that it is satisfied with its review and analysis of the Permitted Exceptions, Records, the Reports and the results and matters disclosed by Buyer's inspection of the Property (including all physical aspects and conditions of the Property, including the repair and condition of the Improvements, the environmental condition, soils, access and utility services with respect to the Property). 0 4926-3392-6994, v. 4 5.2.2 Title. On or before the Contingency Date, Buyer shall have approved title to the Property, including the Permitted Exceptions. 5.2.3 Governmental Approvals. On or before the Contingency Date, Buyer shall have received or determined that it will receive the Governmental Approvals on a timely basis. 5.2.4 Seller's Representations. On the Closing Date, each of the representations and warranties of Seller in Section 7.2 shall be true and correct as if the same were made on the Closing Date. 5.2.5 Seller Default. On the Closing Date, Seller shall not be in default of any of its obligations under this Agreement. 5.2.6 Aunraisal. On or before the Contingency Date, Buyer shall have received an appraisal for the Property showing its value to be $3,000,000 or above. If any conditions in this Section 5.2 have not been satisfied on or before the applicable date set forth in this Section 5.2 with respect to each condition, then Buyer may terminate this Agreement by notice to Seller on or before the applicable date (subject to Section 15), and Ten and No/100 Dollars ($10.00) of the Initial Deposit and any Additional Deposit shall be disbursed to Seller and as part of the consideration for the Buyer's grant of the Option, and the balance of the Earnest Money shall be disbursed to Buyer. To the extent that any of the conditions in this Section 5.2 require the satisfaction of Buyer, such satisfaction shall be determined by Buyer in its sole and absolute discretion. The conditions in this Section 5.2 are specifically stated and for the sole benefit of Buyer. Buyer in its discretion may unilaterally waive (conditionally or absolutely) the fulfillment of any one or more of the conditions, or any part thereof, by notice to Seller. If Buyer fails to timely terminate this Agreement on or before the applicable date, then the applicable condition shall be deemed to be satisfied and waived by Buyer. 5.3. Seller's Conditions. Seller's obligations under this Agreement are contingent upon the satisfaction (or waiver by Seller) of the following conditions precedent: 5.3.1 Buyer's Representations. On the Closing Date, each of the representations and warranties of Buyer in Section 7.1 shall be true and correct as if the same were made on the Closing Date. 5.3.2 Buyer Default. On the Closing Date, Buyer shall not be in default of any of its obligations under this Agreement. 5.3.3 Preliminary Exercise Notice. On or before the Contingency Date, Buyer shall have delivered the Preliminary Exercise Notice in the form and manner set forth in Section 6.1. 5.3.4 [DELETED I 4926-3392-6994, v. 4 5.3.6 WELETED1 If any conditions in this Section 5.3 have not been satisfied on or before the applicable date set forth in this Section 5.3 with respect to each condition, then Seller may terminate this Agreement by notice to Buyer on or before the applicable date (subject to Section 15), and, subject to Section 5.2 and any other applicable terms of this Agreement, the Earnest Money shall be disbursed to Seller. To the extent that any of the conditions in this Section 5.3 require the satisfaction of Seller, such satisfaction shall be determined by Seller in its sole and absolute discretion. The conditions in this Section 5.3 are specifically stated and for the sole benefit of Seller. Seller in its discretion may unilaterally waive (conditionally or absolutely) the fulfillment of any one or more of the conditions, or any part thereof, by notice to Buyer. If Seller fails to timely terminate this Agreement on or before the applicable date, then the applicable condition shall be deemed to be satisfied and waived by Seller. 5.4. Termination of Leases. Prior to Closing, Seller must terminate all tenant. leases for any portion of the Property and provide Buyer proof of such termination. 6. Exercise of Option; Closing. 6.1 Preliminary Exercise Notice; Closin_.. On or before the Contingency Date, Buyer may give written notice (the "Preliminary Exercise Notice") to Seller that Buyer intends to exercise the Option. The Preliminary Exercise Notice shall specify a date that is on or before last day of the Option Term (the "Closing Date"), but no sooner that ten (10) business days from the date of Preliminary Exercise Notice, but after the Contingency Date, for the formal exercise of the Option in accordance with the terms hereof (the "Closing"). The Closing will occur through the deposit of documents, deliveries and funds into an escrow established with Title Company pursuant to Seller's and Buyer's respective closing instructions to Title Company, which instructions shall be consistent with the terms of this Agreement. Possession of the Property will be delivered to Buyer on the Closing Date, subject only to the Permitted Exceptions. 6.2. Exercise Notice. Provided that Buyer has given the Preliminary Exercise Notice in accordance with Section 6.1, the Option may be exercised at any time on or before the Closing Date by Buyer (a) paying to Title Company the Purchase Price less the Earnest Money (such balance of the Purchase Price, the "Exercise Payment"), by wire transfer of immediately available funds, (b) giving Seller a written notice (the "Exercise Notice") of its election to do so, and (c) delivering to Title Company all of the instruments and other deliveries required pursuant to Section 6.4 with no condition to such delivery to Title Company except those expressly specified in this Agreement. Buyer's failure to satisfy conditions (a), (b) and (c) set forth in the preceding sentence shall render Buyer's attempted exercise of the Option null and void. 6.3. Seller's Closing Deliveries. No later than the Closing Date, Seller shall deliver or cause to be delivered into escrow with Title Company the following, properly completed and duly executed by Seller and notarized where applicable, and in commercially reasonable form (collectively, "Seller's Closing Deliveries"): 4926-3392-6994, v. 4 6.3.1 Deed. A quit claim deed conveying the Property to Buyer in recordable form, subject only to the Permitted Exceptions (the "Deed"). 6.3.2 Seller's Affidavit. (An owner's ALTA affidavit in a form satisfactory to enable Title Company to delete the standard preprinted exceptions from the applicable title insurance policy and an affidavit of Seller regarding liens judgments, parties in possession, mechanics' or materialmens' liens and other matters affecting title to the Property which are caused by Seller, and which is otherwise consistent with the "as is" nature of this transaction and a quit claim deed conveyance of the Property. 6.3.3 FIRPTA. A transferor's certification stating that Seller is not a "foreign person", "foreign partnership", "foreign trust" or "foreign estate" as those terms are defined in Section 1445 of the Internal Revenue Code, and containing such additional information as may be required thereunder. 6.3.4 Lease. Seller's counterparts to the lease agreement and the corresponding memorandum of lease (collectively, the "Lease"), the form of which is attached hereto as Exhibit B. 6.3.5 Miscellaneous. Any customary closing documents in commercially reasonable form and substance and consistent with this Agreement which (a) Title Company may reasonably determine are necessary to evidence the authority of Seller to enter into and perform this Agreement and the documents and instruments required to be executed and delivered by Seller pursuant to this Agreement, or (b) may be required of Seller under applicable law, including any revenue or tax certificates or statements. 6.3.6 Settlement Statement. A settlement statement consistent with this Agreement. 6.3.7 Termination of Ground Lease. Seller's counterpart to a Termination Agreement ("Termination Agreement") for the Ground Lease dated January 22, 2013, between Seller and Buyer. 6.4. Buyer's Closing Deliveries. No later than the Closing Date, Buyer shall deliver or cause to be delivered into escrow with Title Company, in addition to any other items required by this Agreement, the following, properly completed and duly signed by Buyer and notarized where applicable, and in commercially reasonable form (collectively, "Buyer's Closing Deliveries"): 6.4.1 Purchase Price. The balance of the Purchase Price by wire transfer of immediately available funds. 6.4.2 Miscellaneous. Any customary closing documents in commercially reasonable form and substance and consistent with this Agreement which (i) Title Company may reasonably determine are necessary to evidence the authority of Buyer to enter into and perform this Agreement and the documents and instruments 7 4926-3392-6994, v. 4 required to be executed and delivered by Buyer pursuant to this Agreement, or (ii) may be required of Buyer under applicable law, including any revenue or tax certificates or statements. 6.4.3 Settlement Statement. A settlement statement consistent with this Agreement. 6.4.4 Lease. Buyer's counterpart to the Lease. 6.4.5 Termination of Ground Lease. Buyer's counterpart to the Termination Agreement. 6.5. Adjustments and Prorations. The following adjustments will be made to the Purchase Price at Closing: 6.5.1 Real Estate Taxes. General real estate taxes applicable to any of the Property due and payable in the year of Closing shall be prorated between Seller and Buyer on a daily basis as of the Closing Date based upon a calendar year, with Seller being responsible for those allocable to the period prior to the Closing Date and Buyer being responsible for those allocable to the Closing Date and subsequent thereto. If there is any tax refund or rebate related to the year of Closing, the refund or rebate (after deducting the fees and other costs attributable to such refund or rebate) will be allocated between Seller and Buyer on the same basis as proration of taxes under this Section 6.5.1. 6.5.2 Assessments. All special assessments (and charges in the nature of or in lieu of such assessments) levied or constituting a lien with respect to any of the Property payable in the year of Closing shall be prorated between Seller and Buyer on a daily basis as of the Closing Date based upon a calendar year, with Seller being responsible for those installments and applicable portions thereof allocable to the period prior to the Closing Date and Buyer being responsible for all installments and applicable portions thereof allocable to the Closing Date and subsequent thereto. Buyer shall be responsible for special assessments levied after the Effective Date. 6.5.3 Title Costs. Seller will pay the basic premium for the owner's policy of title insurance issued to Buyer with an insured amount not in excess of the Purchase Price. Buyer will pay all costs of and premiums any title insurance policy it desires with respect to the Property in excess of such basic premium, including the costs of any endorsements and extended coverages. Buyer will pay all costs for any Survey. Buyer will pay all premiums for any loan policies of title insurance. Seller and Buyer will each pay one-half of any Closing fee payable to Title Company acting as escrow agent in connection with this transaction. 6.5.4 Recordin4 Costs. Buyer will pay the cost of recording the Deed, and any other documents to be recorded in connection with the Closing. 4926-3392-6994, v, 4 6.5.5 Transfer Taxes. Seller will pay any state deed or transfer tax imposed in connection with the recording of the Deed. Buyer will pay any mortgage registry tax regarding any mortgage given by Buyer on the Property in connection with this transaction. 6.5.6 Operating Expenses. Seller will pay all utility and other operating expenses of the Property relating to the period prior to the Closing Date, and Buyer will pay all expenses of the Property relating to the period from and after the Closing Date except as set forth otherwise in the Lease. Seller agrees to have all meters with respect to any such utilities read as of the Closing Date. 6.5.7 Other Closing. All other Closing costs will be allocated between Seller and Buyer in accordance with the customary practice for commercial real estate transactions in county and state where the Property is located. 6.6. Strict Adherence. Each of the requirements set forth in this Agreement with respect to the Deposits, the Option Term, the exercise of the Option and Closing have been fully negotiated and agreed to, and strict adherence to such requirements is a condition of this Agreement and shall be the sole responsibility of Buyer. 7. Representations and Warranties. 7.1. Representations and Warranties by Buyer. Buyer represents and warrants to Seller that: 7.1.1 Authority. Buyer is an Illinois home rule municipal corporation. Buyer has the requisite power and authority to enter into and perform this Agreement and the documents to be executed by Buyer in connection with this transaction. This Agreement and such documents have been or will be duly authorized by all necessary action on the part of Buyer and have been or will be duly executed and delivered on the part of Buyer. The execution, delivery and performance by Buyer of this Agreement and such documents does not conflict with or result in a violation of Buyer's organizational documents or any agreement, judgment, order, or decree of any court or arbiter to which Buyer is a party or is subject. 7.1.2 Prohibited Persons and Transactions. Neither Buyer nor any of its affiliates is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) or other governmental action and does not, to its actual knowledge, engage in any dealings or transactions or be otherwise associated with such persons or entities. 4 4926-3392-6994, v. 4 7.1.3 Related Parties. 7.1.3.1 Buyer is not (i) an executive officer, director or Principal Shareholder of Seller, U.S. Bancorp or any subsidiary of either entity or (ii) a Company that is Controlled by any person or entity described in (i). 7.1.3.2 "Principal Shareholder" means any person or entity that directly or indirectly, or acting through or in concert with one or more persons, owns, controls, or has the power to vote more than 10 percent of any class of voting securities of Seller, U.S. Bancorp or any subsidiary of either entity. 7.1.3.3 "Company" means any corporation, partnership, business or other trust, association, joint venture, pool syndicate, sole proprietorship, unincorporated organization, or other business entity. 7.1.3.4 "Control" means directly or indirectly, or acting through or in concert with one or more persons (i) owning, controlling, or having the power to vote 25% or more of any class of a Company's voting securities; (ii) controlling in any manner the election of a majority of a Company's directors; or (iii) having the power to exercise a controlling influence over a Company's management or policies. 7.2. Representations and Warranties by Seller. Seller represents and warrants to Buyer that: 7.2.1 Authoritv. Seller is a national banking association. Seller has the requisite power and authority to enter into and perform this Agreement and the documents to be executed by Seller in connection with this transaction. This Agreement and such documents have been or will be duly authorized by all necessary action on the part of Seller and have been or will be duly executed and delivered on the part of Seller. The execution, delivery and performance by Seller of this Agreement and such documents does not conflict with or result in a violation of Seller's organizational documents or any agreement, judgment, order, or decree of any court or arbiter to which Seller is a party or is subject. Seller has not entered into any purchase agreements, contracts for deed, rights of first refusal, options or the like whereby someone other than Buyer has a right to acquire all or any part of the Property. 7.2.2 FIRPTA. Seller is not a "foreign person", "foreign partnership", "foreign trust" or "foreign estate" as those terms are defined in Section 1445 of the Internal Revenue Code. 7.2.3 Litiation. To the actual knowledge of the Seller, there is no litigation pending or threatened against the Property, or against Seller in a manner that would affect Seller's ability to perform its obligations under this Agreement. 10 4926-3392-6994, v. 4 The "actual knowledge of the Seller" and similar terms mean the actual, present consciousness of Richard Varriano, anybody on Buyer's real estate team, or any of the facility managers of the Property without any duty of further inquiry or investigation. If Buyer proceeds to Closing notwithstanding Buyer's knowledge of any breach or untruth of any representation or warranty by Seller, Buyer is deemed to have waived the breach or untruth at Closing. All representations and warranties of Seller set forth in this Section 7.2 above shall survive Closing for a period of six (6) months. 8. Sale "As Is". 8.1. Buyer's Obli<gations. BUYER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY (INCLUDING ITS PHYSICAL AND ENVIRONMENTAL CONDITION) AS IT DEEMS NECESSARY TO PROCEED WITH THE CLOSING AND THIS TRANSACTION, AND, EXCEPT AS OTHERWISE SET FORTH IN THE TERMS OF THIS AGREEMENT, ASSUMES THE RISK THAT ADVERSE MATTERS, INCLUDING THE DISCLAIMED MATTERS (AS DEFINED IN SECTION 8.2), MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS. SUCH INSPECTIONS AND INVESTIGATIONS OF BUYER WILL BE DEEMED TO INCLUDE AN ENVIRONMENTAL AUDIT OF THE PROPERTY, AN INSPECTION OF THE PHYSICAL COMPONENTS AND GENERAL CONDITION OF ALL PORTIONS OF THE PROPERTY, SUCH STATE OF FACTS AS AN ACCURATE SURVEY AND INSPECTION OF THE PROPERTY WOULD SHOW, PRESENT AND FUTURE ZONING AND LAND USE ORDINANCES, RESOLUTIONS AND REGULATIONS OF THE CITY, COUNTY AND STATE WHERE THE PROPERTY IS LOCATED AND THE VALUE AND MARKETABILITY OF THE PROPERTY. 8.2. Disclaimers. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, (A) BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER IN CONNECTION WITH THE PROPERTY OR THIS TRANSACTION, (B) SELLER WILL SELL AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE PROPERTY "AS IS", "WHERE IS", AND "WITH ALL FAULTS" ON THE CLOSING DATE, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER OR ANY THIRD PARTY, AND (C) SELLER DOES NOT, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, AND SELLER WILL NOT, BY THE EXECUTION AND DELIVERY OF ANY DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION WITH CLOSING, MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER, WITH RESPECT TO THE PROPERTY AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED EXCEPT AS SET FORTH IN THE LEASE. WITHOUT LIMITING THE GENERALITY OF THE PROVISIONS OF THIS SECTION 8.2, BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR THE LEASE, SELLER MAKES, AND WILL MAKE, NO EXPRESS OR IMPLIED WARRANTY AS 11 4926-3392-6994, v. 4 TO (I) MATTERS OF TITLE, (II) ZONING, (III) TAX CONSEQUENCES, (IV) PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING LAWS, RULES, REGULATIONS, ORDERS AND REQUIREMENTS PERTAINING TO THE USE, HANDLING, GENERATION, TREATMENT, STORAGE OR DISPOSAL OF ANY TOXIC OR HAZARDOUS WASTE OR TOXIC, HAZARDOUS OR REGULATED SUBSTANCE, AND FURTHER INCLUDING THE COMPREHENSIVE ENVIRONMENTAL RESPONSE AND COMPENSATION AND LIABILITY ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, THE CLEAN WATER ACT, THE SOLID WASTE DISPOSAL ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE OIL POLLUTION ACT, THE FEDERAL CLEAN AIR ACT, THE FEDERAL INSECTICIDE, FUNGICIDE AND RODENTICIDE ACT, EACH AS MAY BE AMENDED FROM TIME TO TIME, AND INCLUDING ANY AND ALL REGULATIONS, RULES OR POLICIES PROMULGATED THEREUNDER AND ALL APPLICABLE LOCAL LAWS, ORDINANCES, AND REGULATIONS, (V) VALUATION, (VI) GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS, ENTITLEMENT STATUS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, (VII) THE USE, INCOME POTENTIAL, EXPENSES, OCCUPANCY STATUS, OPERATION OR CHARACTERISTICS OF THE PROPERTY OR ANY PORTION OF THE PROPERTY, INCLUDING WARRANTIES OF SUITABILITY, HABITABILITY, MERCHANTABILITY, DESIGN OR FITNESS FOR ANY SPECIFIC PURPOSE OR FOR A PARTICULAR PURPOSE, OR GOOD OR WORKMANLIKE CONSTRUCTION, (VIII) THE NATURE, MANNER, CONSTRUCTION, CONDITION, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE BUILDINGS, STRUCTURES OR IMPROVEMENTS, ON OR UNDER THE SURFACE, WHETHER OR NOT LATENT, OBVIOUS, VISIBLE OR APPARENT, (IX) THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE PROPERTY, (X) THE SOIL CONDITIONS, DRAINAGE, FLOODING GEOTECHNICAL AND SEISMIC CHARACTERISTICS, ACCESS, UTILITIES OR OTHER CONDITIONS EXISTING IN, ON OR UNDER THE PROPERTY, (XI) THE PRESENCE OR EXISTENCE OF MOLD OR OTHER ORGANISMS, LEAD BASED PAINT OR WATER PENETRATION IN OR ABOUT THE BUILDINGS, STRUCTURES OR IMPROVEMENTS, OR (XII) ANY OTHER STATE OF FACTS THAT EXISTS WITH RESPECT TO ANY OF THE PROPERTY (COLLECTIVELY, "DISCLAIMED MATTERS"), 8.3. Waiver and Release. EXCEPT WITH RESPECT TO THE EXPRESS AGREEMENTS, REPRESENTATIONS, WARRANTIES AND OBLIGATIONS OF SELLER UNDER THIS AGREEMENT, BUYER AND ANYONE CLAIMING BY, THROUGH OR UNDER BUYER HEREBY FULLY AND IRREVOCABLY WAIVES AND RELEASES SELLER AND EACH OF ITS SHAREHOLDERS, EMPLOYEES, OFFICERS, MANAGERS, REPRESENTATIVES, AGENTS, SUCCESSORS AND ASSIGNS (EACH, A "RELEASED PARTY") FROM ANY AND ALL CLAIMS THAT IT MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST ANY RELEASED PARTY FOR AND AGAINST ANY AND ALL ANY LIABILITIES, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, 12 4926-3392-6994, v. 4 ARISING FROM OR RELATED TO ANY OF THE PROPERTY, INCLUDING ANY OF THE DISCLAIMED MATTERS. 8.4. Limitation of Seller's Liability. ANY PARTY SEEKING TO ENFORCE ANY DUTY, OBLIGATION, LIABILITY OR RESPONSIBILITY OF SELLER ARISING UNDER THIS AGREEMENT WILL RELY ON AND LOOK SOLELY TO THE PROPERTY AND ANY INCOME OR PROCEEDS FROM THE PROPERTY. SELLER WILL HAVE NO LIABILITY FOR THE PERFORMANCE OF ANY DUTIES OR OBLIGATIONS OF SELLER UNDER THIS AGREEMENT BEYOND ITS INTEREST IN THE PROPERTY AND ITS PROCEEDS. BUYER WILL NOT SEEK TO ENFORCE ANY CLAIM OR JUDGMENT OBTAINED BY BUYER AGAINST SELLER AGAINST ANY PROPERTY OF SELLER OTHER THAN ITS INTEREST IN THE PROPERTY AND ITS PROCEEDS, AND BUYER WILL LOOK SOLELY TO, AND RELY SOLELY ON, THAT INTEREST AND THOSE PROCEEDS FOR ENFORCEMENT AND SATISFACTION OF ANY CLAIM OR JUDGMENT. BUYER AGREES THAT THE DIRECTORS, OFFICERS, PARTNERS, MEMBERS, OWNERS AND EMPLOYEES OF SELLER HAVE NO PERSONAL LIABILITY UNDER THIS AGREEMENT, AND BUYER WAIVES ITS RIGHT TO SUE ANY OF THEM PERSONALLY OR INDIVIDUALLY. 9. Executory Period. After the Effective Date until the date of Closing or earlier termination of this Agreement (the "Executory Period"), Seller shall operate, maintain and manage the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the Effective Date. 10. Casualty. If all or part of the Improvements are materially damaged or destroyed during the Executory Period by any fire or other casualty, then: 10.1 Seller, at its option, shall have the right to: (i) terminate this Agreement and refund of the Deposits; or (ii) proceed to Closing and the Property shall be conveyed at Closing in its damaged condition, and Seller shall have no obligation to repair or restore the Property or reduce the Purchase Price; and 10.2 Buyer, at its option, shall have the right to: (i) terminate this Agreement and obtain a refund of the Deposits; or (ii) proceed to Closing and the Property shall be conveyed at Closing in its damaged condition, and Seller shall have no obligation to repair or restore the Property or reduce the Purchase Price; provided that Buyer shall not be obligated to execute and enter into the Lease with Seller as a condition of Closing. 11. Eminent Domain. If eminent domain proceedings are commenced against all or a material part of the Property during the Executory Period, then Buyer shall have the option to terminate this Agreement (subject to Section 15), and receive a refund of the Deposits as its sole remedy, which option shall expire upon the earlier of (a) ten (10) business days after Buyer receives written notice of the proceedings, or (b) the Closing Date. If Buyer does not timely exercise such termination option, or if less than a material part of the Property is subject to such proceeding, then (w) this Agreement shall remain in effect, (x) the remaining Property shall be conveyed at Closing subject to the eminent domain proceeding, and the form of the Lease will be 13 4926-3392-6994, v. 4 amended by agreement of the Parties prior to Closing to reflect the impact of the eminent domain, (y) Seller shall have no obligation to restore the Property or reduce the Purchase Price (except as provided below), and (z) Seller shall give to Buyer at Closing either (i) a credit against the Purchase Price in the amount of the award received by Seller in the case of a completed condemnation, or (ii) an assignment of all of Seller's rights in the eminent domain proceeding in the case of a pending proceeding. For purposes of this Section 11, "material" means a value equal to twenty percent (20%) or more of the Purchase Price. 12. Assignment: Third Party Beneficiaries. This Agreement is made solely for the benefit of the parties hereto and their respective successor and assigns. No rights, privileges or immunities of either Seller or Buyer under this Agreement shall inure to the benefit of any third -party, nor shall any third -party be deemed to be a beneficiary of any of the provisions contained in this Agreement. Buyer may not fully or partially assign or transfer this Agreement or any interest therein in any manner whatsoever without Seller's prior written consent, which consent may not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, Seller's consent shall not be required for an assignment by Buyer of all of Buyer's rights and obligations under this Agreement to (a) any parent, subsidiary or other affiliate of Buyer, or (b) to any person or entity which succeeds to the business of Buyer as a result of any reorganization, joint venture, merger or consolidation of Buyer. Buyer must give Seller not less than ten (10) business days' prior notice of any proposed assignment of this Agreement (even if permitted under this Section 12); which notice shall be accompanied by a copy of the assignment (and an assumption of this Agreement) and documents evidencing the formation, ownership, good standing and authority of the assignee to assume and perform the Buyer's obligations under this Agreement. No assignment or transfer of Buyer's rights or obligations under the Agreement (even if permitted under this Section 12 or consented to by Seller) shall operate to modify or relieve Buyer of its obligations under the Agreement. 13. Default and Remedies. 13.1. Default By Seller. If Seller defaults under this Agreement and such default continues for ten (10) days following notice from Buyer to Seller specifying the default (provided that no notice or cure period shall be required with respect to any default of any obligations to be performed at Closing), Buyer may exercise one of the following as its sole, exclusive and mutually -exclusive remedies, either (a) terminate this Agreement by giving written notice to Seller, in which event Buyer shall be entitled to immediate refund of the Deposits, or (b) seek specific performance of this Agreement. If Buyer proceeds to Closing notwithstanding any defaults by Seller, Buyer shall be deemed to have waived such defaults. 13.2. Default By Buyer. If Buyer defaults under this Agreement and such default continues for ten (10) days following notice from Seller to Buyer specifying the default (provided that no notice or cure period shall be required with respect to any default of any obligations to be performed at Closing), Seller may terminate this Agreement by giving written notice to Buyer, in which event Seller shall be entitled to immediate payment of the Earnest Money as liquidated damages (Seller and Buyer each hereby agreeing that determining Seller's actual damages would be difficult, and the Earnest Money is a reasonable estimate of Seller's damages). Notwithstanding the foregoing, Seller may 14 4926-3392-6994, v. 4 enforce any provisions of this Agreement which survive Closing, and Seller may recover from Buyer its reasonable fees and costs of enforcing those provisions. 13.3. Nature of Remedies. Seller's and Buyer's respective remedies as set forth in this Section 13 are their sole and exclusive remedies, except with respect their respective obligations that expressly survive Closing or termination under this Agreement. Seller and Buyer each hereby waive any right to sue the other or recover any costs or other damages whatsoever except as expressly provided in this Section 13 (except with respect to obligations that expressly survive Closing or termination as provided under this Agreement). 13.4. Limitations Period on Suits and Proceedings. If either Seller or Buyer is entitled to commence any action or other proceeding to seek specific performance of this Agreement, or to recover any fees, costs or other amounts expressly recoverable under this Section 13, the applicable party must do so within sixty (60) days after the earlier of (a) the date that party obtains actual knowledge of the defaulting parry's default, or (b) the date of termination of this Agreement, or such party shall be deemed to have irrevocably waived the related claims and shall be barred from asserting the related claims. 13.5. Attornev's Fees. Each of the parties will pay its own attorney's fees with respect to this Agreement and this transaction, except that a party defaulting under this Agreement or any closing document will pay the reasonable attorneys' fees and court costs at trial and on any appeal incurred by the non -defaulting party to enforce its rights regarding such default. 14. Notices. Any notice required or permitted to be given by this Agreement will be in writing and will be given by nationally recognized overnight courier, or by certified or registered mail, return receipt requested, postage prepaid. Notices so given shall be deemed received when actually received or when delivery is confirmed or refused. Notices may also be given by e-mail, and will be effective at the time of sending at the e-mail address specified below by 5:00 p.m. Central Time on a business day (and otherwise as of the next business day), provided the notice - giving party also sends notice by one of the physical methods permitted above on the same date as sending the e-mail, time being of the essence. Any notice required to be given under this Agreement shall be addressed as follows: Seller: U.S. Bank National Association 800 Nicollet Mall, 15th Floor BC-MN-H15F Minneapolis, MN 55402 Attn: Corporate Real Estate with a copy to: U.S. Bank National Association 800 Nicollet Mall, 21 st Floor BC-MN-H21N Minneapolis, MN 55402 Attn: Corporate Counsel, Corporate Real Estate 15 4926-3392-6994, v. 4 Buyer Village of Deerfield 850 Waukegan Road Deerfield, IL 60015 Attn: Andrew Lichterman, Deputy Village Manager alichtermamu deerfield.il.us with a copy to: Elrod Friedman LLP 350 North Clark Street, 2nd Floor Chicago, IL 60654 Attn: Benjamin L. Schuster benjamin.schuster@elrodfriedman.com Any party may, by notice to the others, specify a different address for notice purposes. 15. Termination. If this Agreement is terminated pursuant to the terms hereof, then (a) the respective rights of Buyer and Seller arising out of this Agreement shall immediately cease with the exception of obligations that expressly survive termination under this Agreement, and (b) within ten (10) days after such termination notice, Buyer shall (i) deliver to Seller a true, correct, complete and legible copy of the Reports, if any, to the extent not previously delivered to Seller, and (ii) within 30 days after such termination notice, execute, acknowledge, and deliver to Seller a quit claim deed with respect to the Property in order to remove any cloud of this Agreement from Property, which quit claim deed may contain exceptions for any easements or other rights of the Seller in the Property that existed prior to the execution of this Agreement (provided that the failure to give such deed or termination shall not affect the termination of this Agreement). Buyer's obligations under this Section 15 shall survive termination of this Agreement, and Seller may recover from Buyer its reasonable legal fees and costs of enforcing the provisions of this Section 15. 16. Tax Deferred ExchanLe. Seller and/or Buyer may elect to dispose of or acquire (as the case may be) any of the Real Property in connection with the completion of a tax -deferred exchange under Section 1031 of the Internal Revenue Code of 1986, as amended. Each party agrees to take such steps as the other may reasonably require in order to complete such tax -deferred exchange, including accepting payment of all or a portion of the Purchase Price from a third party. 17. Brokers. Seller and Buyer each represents and warrants to the other that it has not retained or dealt with any broker entitled to a commission or other fee in connection with this transaction except for Cushman & Wakefield, which is acting as Seller's agent ("Broker"). If the Closing occurs, Seller will pay a commission to Broker in accordance with a separate agreement with Broker. Seller shall indemnify, defend (with counsel reasonably acceptable to the indemnified party) and hold Buyer harmless against all claims (and any related liabilities) made by any person other than Broker alleging to have represented or assisted the indemnifying party and to thereby be owed a commission or fee in connection with the signing or consummation of this Agreement. The indemnity obligations under this Section 17 shall survive Closing or any termination of this Agreement. 18. No Liens. Buyer may not record this Agreement or any memorandum of this Agreement against the title to the Property. Buyer may not record a lien, notice of lis pendens or 16 4926-3392-6994, v. 4 other instrument against the title to the Property except in connection with a timely- and properly -filed action permitted under this Agreement, and Buyer waives any other right to do so at law or in equity. This Agreement is not, and does not convey, any interest in or lien against the Property. 19. Waiver of Jury Trial. SELLER AND BUYER EACH IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS TRANSACTION. 20. Miscellaneous. This Agreement may be signed in counterparts and evidenced by facsimile, PDF format or similarly -imaged pages. Buyer and Seller each acknowledge and agree that it has had an opportunity to receive the advice of such counsel and other advisors as it desires before entering into this Agreement. Time is of the essence of this Agreement. This Agreement will be interpreted according to the internal laws, but not the conflict of laws rules, of the State of Illinois. Exclusive jurisdiction with regard to the any actions or proceedings arising from, relating to, or in connection with this Agreement will be in the Illinois circuit court for Lake County, Illinois. This Agreement contains the entire agreement between the parties hereto with respect to this transaction except for the Lease, supersedes any prior oral negotiations or agreements. Subject to Section 12, this Agreement is binding upon the parties hereto and their respective legal representatives, successors and permitted assigns. No amendment, modification or waiver of the provisions of this Agreement will be effective unless it is in writing and signed by the party against whom it is to be enforced. All decisions requiring the "approval" or "agreement" of any party hereto shall be made in writing the applicable party. If any part of this Agreement is held to be illegal, invalid or unenforceable, the remainder of this Agreement will be unaffected and continue in full force and effect. Seller's preparation of this Agreement and submission of this Agreement for the review or execution by any party is not an offer by Seller to sell the Property, and this Agreement is not binding upon Seller or Buyer until it has been signed by Seller and Buyer. The section headings and other captions are for ease of reference only, and are not otherwise part of this Agreement. Any reference to a section of this Agreement includes its subsections and parts. If Buyer consists of more than one individual or entity, then each shall be jointly and severally liable for the obligations of Buyer hereunder. Seller may recover from any one or more of the Buyer individuals or entities the full amount of any collective liability of Buyer under this Agreement, and Seller may bring a separate action against any one or more of the Buyer individuals or entities with respect to such liability. Any notice from any Buyer individual or entity to Seller shall constitute a notice from all Buyer individuals or entities. 21. Rules of Construction. In interpreting this Agreement, the following rules of construction shall be used. 21.1. Construction. The rule of strict construction shall not apply to this Agreement. This Agreement shall not be interpreted in favor of or against either Buyer or Seller merely because of their respective efforts in preparing it. 21.2. Captions. Gender, Number, and Langua e of Inclusion. The article and section headings in this Agreement are for convenience of reference only and shall not define, limit or prescribe the scope or intent of any term of this Agreement. As used in this Agreement, the singular shall include the plural and vice versa, the masculine, feminine, 17 4926-3392-6994, v. 4 and neuter adjectives shall include one another, and the following words and phrases shall have the following meanings: (a) "including" shall mean "including but not limited to"; (b) "terms" shall mean "terms, provisions, duties, covenants, conditions, representations, warranties, and indemnities"; (c) "any of the Property" or "any of the Property" shall mean "the Property or any part thereof or interest therein" or "the Property or any part thereof or interest therein", as the case may be; (d) "rights" shall mean "rights, duties, and obligations"; (e) "liabilities" shall mean "liabilities, obligations, damages, fines, penalties, claims, demands, costs, losses, charges, liens, judgments, actions, causes of action, and expenses, including reasonable attorneys' fees"; (f) "incurred by" shall mean "imposed upon or suffered or incurred or paid by or asserted against"; (g) "applicable law" shall mean "all applicable federal, state, county, municipal, local, or other laws, statutes, codes, ordinances, rules, and regulations"; (h) "about the Property" or "about the Property" shall mean "in, on, under, or about the Property" or "in, on, under, or about the Property", as the case may be; (i) "operation" shall mean "use, non-use, possession, occupancy, condition, operation, maintenance, or management"; and 0) "this transaction" shall mean "the purchase, sale, and related transactions contemplated by this Agreement". 21.3. Time Periods. Any reference in this Agreement to the time for performance of obligations or elapsed time shall mean consecutive days, months or years, as applicable. In the event the time for performance of any obligation hereunder expires on the day that is not a business day, the time for performance shall be extended to the next business day. A "business day" means any day that is not Saturday, Sunday or a federal or state holiday 22. Escrow Provisions. 22.1. Deposits. Title Company will hold and disburse the Deposits in accordance with the terms of this Agreement, unless otherwise directed by the mutual written direction of the parties. 22.2. Duties of Title Company. The sole duties of Title Company will be those described herein, and Title Company will be under no obligation to determine whether the parties hereto are complying with any requirements of law or the terms of any other agreements among said parties. Title Company may conclusively rely upon and will be protected in acting upon any notice, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on Title Company's part. Title Company may consult the advice of counsel with respect to any issue concerning the interpretation of its duties hereunder. Title Company will have no duty or liability to verify any such notice, consent, order or other document, and its sole responsibility will be to act as expressly set forth in this Agreement. Title Company will be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement. If any dispute arises with respect to the disbursement of any money, Title Company may continue to hold the money, or commence an interpleader action in a court of competent jurisdiction and remit the money to that court. 23. Removal of Certain Propert\_ 4926-3392-6994, v. 4 23.1 In the event that Buyer closes on the Property but the parties do not enter into the Lease, on or before the Closing Date, Seller shall have (i) removed any automated teller machines located at the Property, and secured any hole left from its removal with plywood on the exterior of the of opening, secured from the inside, and (ii) removed all proprietary banking equipment, security systems, and any remaining U.S. Bank signage, leaving the areas in a broom clean condition. 23.2 In the event that Buyer closes on the Property but the parties do not enter into the Lease, on or before the Closing Date, Seller shall remove all furniture and other personal property and equipment from the Property. In the event that Seller fails to remove all furniture and other personal property and equipment from the Property, such Property shall become the property of the Buyer; provided that, in the Buyer's sole option, of such personal property and equipment is left on the Property by Seller, Buyer may retain a third - party hauling service to remove such personal property and equipment, and Seller shall reimburse the Buyer's reasonable costs for such removal within 30 days of receiving an invoice. 23.2 Buyer and Seller agree that the obligations in this Section 23 shall expressly survive the Closing. [Remainder of page intentionally left blank] 11% 4926-3392-6994, v. 4 SIGNATURE PAGE Irc OPTION AGREEMENT Seller and Buyer executed this Agreement as of the Effective Date. "Buyer" "Seller" Deerfield, Illinois Site No. 4165 VILLAGE OF DEERFIELD, U.S. BANK NATIONAL ASSOCIATION, an Illinois home rule municipal corporation a national banking association By: By: Name: Daniel C. Shapiro Name: Its: Mayor Its: S-1 JOINDER BY TITLE COMPANY FIRST AMERICAN TITLE INSURANCE COMPANY is executing this Agreement in its capacity as Title Company only, and by such execution is only agreeing to act strictly in accordance with the terms of this Agreement that govern the duties and obligations of Title Company, including being the designated party to comply with any reporting requirements specified in Section 6045 of the United States Internal Revenue Code (and any related regulations regarding such reporting obligations) in relation to this transaction. FIRST AMERICAN TITLE INSURANCE COMPANY By: _ Name: Its: Date: , 2025 S-2 4926-3392-6994, v. 4 Deerfield, Illinois Site No. 4165 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Lot 1 in Firstar's Deerfield Plat of Consolidation being a consolidation of part of the Southwest 1/4 of Section 28, Township 43 North Range 12, East of the Third Principal Meridian, all in the Village of Deerfield, Lake County Illinois. EXHIBIT B LEASE f-1 4926-3392-6994, v. 4 Deerfield, Illinois Site No. 4165 LEASE This Lease is entered into as of , 2025 (the "Effective Date"), between VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation ("Landlord"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association ("Tenant"). RECITALS A. On the Effective Date, Landlord purchased from Tenant certain real property located in the Village of Deerfield, Lake County, Illinois, as described in greater detail in this Lease. B. In connection with the sale, Landlord wishes to lease to Tenant and Tenant wishes to lease from Landlord certain retail and drive -through space on such property. NOW THEREFORE, in consideration of the mutual covenants contained herein, Landlord and Tenant hereby agree as follows: Definitions. The following terms as used in this Lease shall have the meanings set forth below: "ATM" means an automatic teller machine and/or similar electronic banking equipment, which in each case could include a night depository. "Building" means the approximately 24,000-square foot building in which the Premises are situated that is located in the Project, with a street address of 700 Deerfield Road, Deerfield, Illinois, as shown in greater detail on the site plan attached as Exhibit B. "Building Systems" means Building's roof and structural portions of the Building, HVAC system, fire sprinkler, plumbing, and electrical systems; lights in the Outdoor Area; landscaping on the Project. "Casualty" means a disastrous occurrence due to sudden or unexpected cause, including but not limited to an earthquake, fire, explosion, tornado, or other similar causes of damage or destruction. "Delivery Condition" means the condition of the Premises as they exist on the Effective Date, except as otherwise set forth in the Lease. "Drive -Through Area" means the five (5) drive -through lanes and canopy area attached to the Building as depicted on the site plan attached to this Lease as Exhibit B. USB Form Retail Lease Date Last Updated: 11.1.24 "Effective Date" is defined in the introductory clause of this Lease. "Event of Default" is defined in Section 18 of this Lease. "Financial Services Use" means any business or other operation engaged in consumer, corporate, and small business banking and financial services; checking and savings deposit products; mortgages; loans and lines of credit; wealth management services, investments, and brokerage; credit, debit and prepaid card products; currency exchange services; safe deposit box; lock box and custodial services; and ATM or similar financial service machines and/or services. "Fiscal Year" means a calendar year unless Landlord otherwise notifies Tenant in writing. "Hazardous Substance" is defined in Section 6.13(ii) of this Lease. "Initial Term" means the period commencing on the Effective Date and ending on the day before the fifth (51h) anniversary thereof, provided, however, that, if such date does not fall on the last day of the calendar month, then the Initial Term shall instead end on the last day of such calendar month. "Interest Rate" means the simple per annum interest rate equal to the prime rate plus two percent. As used herein, the "prime rate" means the annual prime rate as published in the Wall Street Journal, or if the Wall Street Journal no longer publishes such a rate or successor rate, then the reference or prime rate, successor rate or similar rate determined by a national banking institution reasonably selected by Landlord. "Land" means the real estate legally described on Exhibit A attached to this Lease, upon which the Project is situated. "Laws" means all laws, ordinances, codes, rules, orders, regulations, directives and other requirements of governmental authorities in effect at any time during the Term. "Lease" means this Lease, all exhibits attached to this Lease, and all properly executed amendments, modifications and supplements to this Lease. "Lease Year" means a period of twelve (12) consecutive calendar months after the Effective Date (or, if the Effective Date is not the first day of a calendar month, the first day of the first calendar month following the Effective Date) and each anniversary of the Effective Date (or, if the Effective Date is not the first day of a calendar month, the first day of the first calendar month following the Effective Date). To avoid any doubt, if the Effective Date is not the first day of a calendar month, then the first Lease Year shall include the first partial calendar month after the Effective Date plus the twelve (12) calendar months thereafter. "Major Tenant Improvement" is defined in Section 7 of this Lease. USB Form Retail Lease Date Last Updated: 11.1.24 2 "Monthly Gross Rent" means the monthly gross rent for the Premises determined in accordance with Section 3 of this Lease. "Monthly Rent" means the Monthly Gross Rent and any additional rent to the extent required to be paid by Tenant under this Lease. "Outdoor Area" means the Parking Area, exterior walkways, pedestrian areas, ingresses and egresses, loading facilities, if any, and other general areas within the Project. "Parking Area" means the portion of Land used for ingress, egress and parking purposes as shown on the site plan on the attached Exhibit B. "Premises" means a total of 22,927 square feet of Rentable Area in the Building along with the Outdoor Area, as shown on the site plan attached to this Lease as Exhibit B. "Project" means the Building and Land, including the Outdoor Area and Parking Area. "Redevelopment Project" means the redevelopment by a third -party developer within 24 months of the Tenant vacating the Premises, of the area located on or immediately adjacent to the northeast corner of Deerfield Road and Waukegan Road south of Orchard Street and west of Rosemary Terrace, which area includes the Premises. "Rent Commencement Date" means the Effective Date. "Rentable Area" means the rentable area, as determined using the applicable Building Owners and Managers Association (BOMA) measurement standard. Landlord and Tenant stipulate that the Rentable Area of the Building as of the Effective Date is 24,000 square feet and the Rentable Area of the Premises as of the Effective Date is 22,927 square feet. "Reserved Parking Area" means nineteen (19) parking stalls in the Parking Area, as identified on the attached Exhibit B. "Section" means a numbered paragraph of this Lease. "Signage" means the exterior signage of Tenant, including but not limited to any of Tenant's awnings, protrusions, advertising, decorations or painting, window or door lettering, placards, pylons, pole signs, roof signs, banner and temporary signage, and other advertising media. "Taking" means acquisition by a public authority having the power of eminent domain of all or part of the Project by condemnation or conveyance in lieu of condemnation. "Tenant Improvements" means leasehold improvements (but not including Tenant's furniture, equipment or personal property) made by Tenant to the Premises, or in the case of a relocation of Tenant's operations, the leasehold improvements made by Tenant to another property to operate a retail bank on that property. USB Form Retail Lease Date Last Updated: 11.1.24 4937-7865-2759, v. 3 "Term" means the period beginning on the Effective Date and ending on the later of the last day of the Initial Term or the last day of any Extension Term exercised by Tenant hereunder, unless this Lease is terminated earlier in accordance with this Lease. "Unavoidable Delay" shall mean delay caused by fire, explosion and other casualties; war, invasion, insurrection, riot, civil commotion; sabotage, and malicious mischief; strikes, work stoppages or slowdowns and lockouts; condemnation; future governmental restrictions and unforeseeable interpretation of existing governmental restrictions; unforeseeable impossibility of or delay in obtaining materials for which there is no reasonable substitute for reasons other than unavailability of funds; contractor defaults; adverse weather conditions; pandemic or any public health crisis; or any other unforeseeable cause, the occurrence of which, or the extent and duration of the occurrence of which, is not within the reasonable control of the party in question other than delay caused by lack of funds. "Untenantable" means any condition of the Premises or the Project that renders Tenant unable to conduct its retail business in a normal fashion without unreasonable inconvenience. 2. Demise; Delivery of Premises; Term. A. Lease of Premises. Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord, for the Term, under the terms and conditions of this Lease. Tenant, its employees and invitees shall also have the right to use the Outdoor Area. Tenant shall also have the exclusive right to use the Drive -Through Area and to use, operate, maintain, repair and replace ATMs and drive -through banking installations in the Drive -Through Area, provided that such repair or replacement does not alter the Outdoor Area. B. Delivery of Premises. Landlord and Tenant acknowledge that Tenant is currently in possession of the Premises as of the Effective Date. Tenant accepts the Premises in the Delivery Condition. C. Termination; Redevelopment. (i) Either party shall have the right to terminate the Lease, effective after the third (3rd) anniversary of the Effective Date, upon not less than twenty-four (24) months', and not more than thirty-six (36) months', prior written notice. (ii) At the end of the Term, Landlord will use reasonable efforts to either incorporate a retail banking facility for Tenant's bank operations into the Redevelopment Project or to assist Tenant in its efforts to relocate within the Village of Deerfield and commences construction with 24 months of vacating the Premises. If Tenant relocates in the Redevelopment Project and commences construction within 24 months of vacating the Premises, Tenant will receive a $600,000.00 reimbursement from Landlord to be applied towards Tenant Improvements. If Tenant relocates in the corporate limits of the Village of Deerfield but outside of the Redevelopment Project, and commences construction within 24 months of vacating the Premises, Tenant will USB Form Retail Lease Date Last Updated: 11.1.24 receive a $900,000.00 reimbursement from Landlord to be applied towards Tenant Improvements. If Tenant relocates outside of the corporate limits of the Village of Deerfield, within 24 months of vacating the Premises, Tenant will receive a $1,000,000.00 reimbursement from the Landlord to be applied towards Tenant Improvements. 3. Monthly Gross Rent. A. Monthly Gross Rent. Commencing on the Rent Commencement Date, Tenant shall pay Monthly Gross Rent to Landlord at the address set forth in the notice provision of this Lease or such other address in the United States as Landlord may designate, in advance on the first day of each month during the Term, without demand, deduction or setoff, except as otherwise expressly provided in this Lease. If either the first or final calendar months of the Term are not full calendar months, then Monthly Rent for such month shall be prorated on a daily basis. Monthly Gross Rent during the first Lease Year shall be $18,333.33. On each anniversary of the Rent Commencement Date, Monthly Gross Rent shall increase by two percent (2%) over the Monthly Gross Rent of the immediately preceding Lease Year. B Intention of Parties Regarding Gross Rent. Except as otherwise expressly provided in this Lease, Landlord and Tenant intend that this Lease is a full -service gross lease and the Monthly Gross Rent shall be the entire amount that Tenant is obligated to pay to Landlord under this Lease. Without limiting the generality of the foregoing, Tenant shall not be obligated to contribute or pay any amounts on account of any Project operating expenses, real estate taxes or assessments, services that Landlord must provide, insurance that Landlord must maintain, or any maintenance, repairs or replacements that Landlord must perform. Further, no other rent shall be due with respect to any of the rights of Tenant hereunder. C. Late Payments. If Tenant fails to pay any Monthly Rent on or before the twentieth (20) day after Landlord notifies Tenant of such nonpayment in writing, the unpaid amount shall bear interest from the date due to the date paid at the Interest Rate, and the interest shall be paid to Landlord on demand. D. Payment of Utility Charges and Taxes. The parties intend for this Lease to be a full - service, gross lease and that Landlord shall provide and pay for all water, gas, heat, light, power and sewer charges, telephone service and all other services and utilities supplied to the Premises, together with any taxes thereon. In addition, Landlord shall pay to the applicable taxing authority all real estate taxes, levies, charges, and installments of assessments (including interest on deferred assessments) assessed, levied or imposed on the Project at any time during the Term. Notwithstanding the foregoing, Tenant shall be responsible for providing at its cost its own janitorial services within the Premises. E. Payment Under Protest. If Tenant pays Monthly Rent to Landlord under protest and if it is later determined by agreement of the parties or by a final, non -appealable court judgment or order that Tenant did not, in fact, owe Landlord all or any part of such USB Form Retail Lease Date Last Updated: 11.1.24 5 4937-7865-2759, v. 3 4. Use. amount paid, then Tenant shall have the right to offset such overage (together with interest thereon at the Interest Rate from the date of payment by Tenant until repaid) against future Monthly Rent payments. A. Generally. Tenant may use the Premises for (i) a Financial Services Use; (ii) general office, retail services and operations related to Financial Services Use; (iii) other purposes related to (i) and (ii); or (iv) the installation, operation, and maintenance of a "through -the -wall" ATM on the storefront or a drive -through bank or ATM facility. Landlord represents and warrants that Landlord has no knowledge of any agreement or other impediment not expressly referenced in this Lease that would prevent or materially interfere with Tenant's ability to perform any use set forth in (i)-(iv) above. Landlord acknowledges that this representation is a material inducement for Tenant to enter into this Lease. B. Tenant's Exclusive Use Rights. Excepting the Premises and any other rights in the Project granted hereunder to Tenant, no portion of the Project may be used for a Financial Services Use or advertising for a Financial Services Use during the Term and for one (1) year after the Lease expires. Unless Landlord cures such violation within thirty (30) days following notice from Tenant, Landlord acknowledges that a violation of this exclusivity clause would cause Tenant to incur substantial economic damages and losses of types and in amounts that are extremely difficult to ascertain and that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages that might be owed to Tenant under this Lease, Tenant shall be entitled, as liquidated damages, to suspend payment of, and Landlord shall forfeit, Monthly Rent commencing on the date on which Tenant learns of such violation and continuing during the period of such violation. Landlord and Tenant agree that such forfeiture is intended to represent a fair and reasonable estimate of the actual damages that Tenant would incur and is not intended as a penalty. Tenant's suspension of Monthly Rent payments shall in no event constitute a waiver of Landlord's default with respect to such violation nor prevent Tenant from exercising any of the other rights and remedies granted to Tenant under the Lease. C. Outdoor Area. Tenant and its employees, customers, agents and invitees shall have the nonexclusive right to use the Outdoor Area. All use of such Outdoor Area may be subject to reasonable, nondiscriminatory rules and regulations established by Landlord from time to time, which rules and regulations shall be equitably enforced. Landlord may make commercially reasonable changes to the Outdoor Area; provided, such change does not (1) materially affect access to the Premises or the Drive -Through ATM Area or materially change the configuration of the Parking Area; (ii) materially reduce the visibility of the exterior of the Premises or any Signage; (iii) cause the Premises to be in violation of parking ratio requirements; or (iv) otherwise materially affect Tenant's use or enjoyment of the Premises, the Parking Area, the Drive -Through ATM Area or Tenant's rights under this Lease. Landlord may maintain and improve the Outdoor Areas of the Premises as it sees fit; USB Form Retail Lease Date Last Updated: 11.1.24 2 provided that such maintenance and improvements (1) does not violate any provision of this Lease or (ii) materially interfere with Tenant's operations. D. [DELETED] E. Signage. Notwithstanding anything in this Lease apparently to the contrary, Tenant shall have the right at Tenant's sole expense to continue to use, repair, maintain and replace all existing Signage of Tenant, including without limitation all exterior Building Signage on each side of the exterior fayade of the Premises, as depicted on Exhibit C attached hereto, and shall have the right to update or change sign designs, logos, names and the like and/or replace any Signage. Tenant shall have the right to erect additional Signage with Landlord's prior written consent, which Landlord may not unreasonably withhold, condition or delay. Tenant shall also have the right, at no additional rent, to install a panel on any multi -tenant signs that may be erected at the Project. Nothing within this subsection shall be deemed to provide Tenant any building permits, design, zoning, or other land use approvals for any replacement or modification of signage. Tenant acknowledges and agrees that, to the extent that any modifications and replacement of any signage requires permits or other design, zoning, or other land use approvals from the Village of Deerfield or any other permitting governmental agency, it shall be the responsibility of Tenant to obtain such permits and approvals at its sole cost and expense. F. Parking Area. Tenant and its employees, customers and invitees shall have the right, in common with Landlord and other occupants of the Project, to use without charge the Parking Area for parking, access and pedestrian purposes. In addition, Tenant shall have the exclusive right to use the Reserved Parking Area at no additional cost. Tenant shall have the right to install signage identifying that such spaces are reserved for Tenant's use. Landlord shall cooperate with Tenant to ensure that the Reserved Parking Area is only used by Tenant, Tenant's customers and invitees. Further, Landlord covenants and agrees not to take any action that would cause the parking ratio for the Parking Area to violate municipal and other applicable ordinances and regulations. G. Quiet Enjoyment. So long as no Event of Default exists, Landlord agrees that Tenant may peaceably and quietly possess and enjoy the Premises under this Lease. 5. Maintenance. A. Landlord's Obligations: Maintenance and Repairs. Landlord shall keep and maintain in a properly functioning, safe and orderly condition the Building Systems, Outdoor Area (including, without limitation, ice and snow removal and landscaping), Drive - Through Area and all driveways and sidewalks providing all ingress and egress thereto, and shall also make any necessary replacements thereto; provided that Landlord shall have no obligation to spend more than $200,000.00 per Fiscal Year providing maintenance pursuant to this Section S.A. USB Form Retail Lease Date Last Updated: I t.1.24 7 4937-7865-2759, v. 3 In the event that any maintenance or replacement of Building Systems, Outdoor Area (including, without limitation, ice and snow removal and landscaping), Drive - Through Area and all driveways and sidewalks providing ingress and egress thereto that would require more than $200,000.00 to be spent by the Village in a fiscal year, Tenant shall have the option to terminate this lease by providing Landlord notice or to choose to pay for any maintenance or replacement costs that are in excess of $200,000.00. B. Tenant's Obligations. Tenant shall perform at Tenant's sole cost and expense all necessary maintenance and repairs to the Premises other than those set forth in Section 5.A of this Agreement. C. Tenant Remedies in Case of Landlord Nonperformance. If Landlord fails to complete such maintenance or repair after receiving from Tenant reasonable notice and a reasonable period, which shall not be less than thirty (30) days, within which to cure such nonperformance (except that, in an emergency, Tenant need not provide such notice or period to cure), Tenant may perform the maintenance and repairs and charge the reasonable and customary costs maintenance and/or repairs to Landlord (plus interest on such charges from the date the charges are incurred by Tenant, at the Interest Rate). D. Snow Removal. Landlord shall be responsible for providing, at its sole cost, snow removal from the Parking Area and sidewalks in the Outdoor Area. This responsibility shall include plowing the Parking Area and shoveling the sidewalks when there is more than a dusting of snow, which plowing and shoveling will occur, at a minimum during the overnight hours. Landlord shall also be responsible during the overnight hours of salting pedestrian areas when there is a dusting of snow or ice accumulation. Tenant agrees that it and its employees shall not be permitted to park in the Parking Area overnight, and violation of this obligation may result in Landlord towing of any parked vehicles, as may be necessary so that Landlord may clear the Parking Area and Outdoor Area of snow. 6. Compliance with Laws, Hazardous Substances. A. Laws. Tenant shall at its expense comply with all Laws pertaining to Tenant's rights and obligations established by this Lease. Landlord shall comply with all Laws pertaining to its operation of the Project that it controls and its obligations under this Lease. B. Hazardous Substances. Tenant shall not use, generate, process, store, transport, handle, or dispose of, on, under, in, or from the Premises or the Project, any Hazardous Substances (as that term is defined in Section 6.B(ii) below) in quantities or concentrations that exceed amounts allowed by, or in a manner that fails to comply with, Laws. (i) Tenant shall notify Landlord within a commercially reasonable time after Tenant (a) becomes aware of the existence of any Hazardous Substance on USB Form Retail Lease Date Last Updated: 11.1.24 the Premises or the Project, (b) receives any notice of, or becomes aware of, any actual or alleged violation with respect to the Premises or Project of any federal, state, or local statute, ordinance, rule, regulation, or other law pertaining to Hazardous Substances, or (c) becomes aware of any lien or action with respect to any of the foregoing. (ii) Definition of Hazardous Substance(s). The term "Hazardous Substance" shall mean actionable levels of: (a) "Hazardous substances", as defined by 40 CFR Part 302; (b) "Extremely hazardous substance", as defined by 40 CFR Part 355; (c) "Toxic chemicals", as defined by 40 CFR Part 372; (d) "Hazardous chemical" as defined by 29 CFR § 1910.120, to the extent it is included in the employer's written Hazard Communication Program or in Material Safety Data Sheets that are located on site; (e) "Hazardous Waste" as defined by applicable administrative rules; (f) Petroleum, including crude oil and any fraction thereof; and (g) Any material that contains more than 1 % of asbestos. (iii) Indemnification. Tenant shall indemnify, defend and hold Landlord harmless from and against any claim, loss, or expense arising out of any violation by Tenant of this Section 6.B. 7 Alterations. A. Major Tenant Improvement. At Tenant's cost, if Tenant wishes to make any Tenant Improvement to the Premises that either (a) is of a structural nature (as defined below), or (b) materially changes the appearance of the Premises storefront, or if Tenant wishes to make any Tenant Improvement in the Project outside the walls of the Premises (any such Tenant Improvement is referred to herein as a "Major Tenant Improvement"), then Tenant shall submit to Landlord, for Landlord's written approval, a written description of the Major Tenant Improvement, together with detailed plans and specifications therefor, which approval shall not be unreasonably withheld or conditioned and shall be deemed to have been given if not given or withheld (together with a detailed explanation for such withholding) within ten (10) days after such approval is requested in accordance with the requirements of this Section 7. At Tenant's cost, if Tenant wishes to make any alterations, additions, or improvements to the Premises that neither constitute a Major Tenant Improvement nor are cosmetic in nature, then Tenant shall submit to Landlord, at least thirty (30) days before commencing such work, a written description of such work. Reference herein to "structural work" or "work of a structural nature" shall have the meaning that such terms normally connote in the construction industry. By way of example, alteration of interior non -load -bearing walls and partitions, alteration of ceilings, installation of wall coverings, painting, installation of carpeting, and similar work shall not be deemed to constitute structural work; material alteration to any exterior USB Form Retail Lease Date Last Updated: IL 1.24 9 4937-7865-2759, v. 3 wall, load -bearing wall, roof, plumbing system, heating, ventilation, and air conditioning system or similar work shall be deemed to be of a structural nature. B. Compliance with Laws; Debris. All Tenant Improvements done by or on behalf of Tenant shall be performed in compliance with all Laws. Tenant shall cause construction of any Tenant Improvements to be accomplished in a neat, clean, and workmanlike manner. C. Insurance. In addition to the insurance requirements set forth elsewhere in this Lease, during the period of construction of any Tenant Improvements, Tenant and Tenant's general contractor shall maintain worker's compensation, general liability insurance, and such other insurance as Landlord deems necessary in its reasonable business judgment. All policies shall have such coverage limits, and be underwritten by such companies, as Tenant deems satisfactory in its reasonable business judgment. Before the commencement of construction of any Tenant Improvements, Tenant and Tenant's general contractor shall deliver certificates of all such insurance policies upon Landlord's request. D. Liens. Tenant shall notify Landlord in writing no less than ten (10) days before the commencement of construction of any Tenant Improvements in order to afford Landlord an opportunity to post and record appropriate notices of non -responsibility. Tenant shall pay and discharge any mechanic's, materialmen's or other lien against the Premises resulting from Tenant's failure to make such payment or shall contest the lien. Tenant shall immediately notify Landlord of any claim of lien or other action of which it has knowledge that relates to any improvements in the Premises made by Tenant or at its direction. If a lien is claimed, Tenant shall either cause it to be removed or contested within thirty (30) days after notice of the lien. If Tenant fails to remove or contest the lien within the thirty (30) day period, then Landlord may take such action as it deems necessary to remove the lien, and Tenant shall promptly reimburse Landlord for Landlord's reasonable costs in removing the lien. If Tenant contests the lien, it shall do so at its expense and shall indemnify Landlord against any claim, loss, demand and legal expense relating to any labor or material furnished to the Premises at the request or direction of Tenant. If Tenant elects to contest the lien, then it must promptly notify Landlord and Landlord may elect by written notice to Tenant to require Tenant to either (a) post a bond or a letter of credit for the benefit of Landlord, the form and issuer of which bond or letter of credit shall be subject to the reasonable approval of Landlord and the amount of which bond or letter of credit shall equal not less than 110% of the amount of the lien, or (b) remove the lien. E. Asbestos and Mold Discovered During Construction. If, during the construction of any Tenant Improvements (which have been approved by Landlord pursuant to this Section), Tenant or its contractor discovers any asbestos or asbestos -containing materials (collectively, "ACM") or mold, then Tenant shall notify Landlord in writing of the discovery and include any relevant environmental reports. Subject to the expense limitations set forth in Section 5.A of this Lease, Landlord shall, at its expense, without reimbursement by Tenant, cause the ACM or mold to be abated, USB Form Retail Lease Date Last Updated: 11.1.24 10 contained or otherwise controlled in accordance with applicable Laws and industry - standards. Landlord shall cooperate with Tenant in coordinating the schedule of any such abatement to facilitate the construction of the Tenant Improvements. 8. Interruptions to Tenant's Use. A. Interruption in Utility Service Not Caused by Landlord. Landlord shall not be liable for any loss or damage resulting from any temporary interruption of the utilities due to any cause beyond Landlord's control. To the extent that Landlord is aware of any interruption of utility service, Landlord shall notify Tenant in advance of the same. No such interruption or failure of utility services shall be deemed to be an eviction of Tenant or shall relieve Tenant of any obligation under this Lease B. Untenantability of Premises. Notwithstanding anything to the contrary in this Lease, if the Premises are rendered Untenantable because of any condition caused by the negligence or intentional act or omission of Landlord, then Monthly Rent applicable to any such space shall abate beginning on the second (2nd) day after Tenant provides written notice to Landlord of the same and ending at such time when the Premises are no longer Untenantable. If such space remains Untenantable on or after the third (3rd) business day following Tenant's notice, Landlord shall reimburse Tenant for all reasonable costs paid by Tenant (i) to mobilize and operate a mobile banking unit in the Parking Area during the period of Untenantability, but only if the Untenantability exceeds sixty (60) days in duration; (ii) for any professional reports (e.g., environmental or civil engineer reports) that a reasonably prudent tenant would conduct; (iii) in connection with the temporary relocation, if necessary, of Tenant's personal property from the Premises, and (iv) in connection with Tenant's actual out- of-pocket expenses related to the Untenantability (specifically excluding lost business profits and lost goodwill). If Landlord fails to pay any sums due Tenant under this Lease within thirty (30) days after demand, Tenant, at its option, may offset such amount against subsequent installments of Monthly Rent until the amount owed (together with accrued interest on such costs at an annual rate equal to the Interest Rate) is recovered. Any such offset shall be deemed to be a valid payment of Monthly Rent under this Lease. C. Tenant's Remedies for Landlord's Failure to Cure Untenantability Caused by Landlord. Landlord shall use its reasonable efforts to commence to cure the Untenantability as soon as possible after notice from Tenant. If Landlord does not commence to cure such Untenantability on or before the 3rd business day after Tenant's notice, then Tenant may cure the same on behalf of Landlord and, upon demand by Tenant and in addition to any costs accrued pursuant to Section 8.B above, Landlord shall promptly pay to Tenant the reasonable costs and expenses of such cure. D. Applicability. The provisions of this Section 8 shall not apply to a Casualty, which is governed by Section 16 of this Lease. USB Form Retail Lease Date Last Updated: 11.1.24 11 4937-7865-2759, v. 3 9. Entry by Landlord; Confidentiality. A. Entry by Landlord. Landlord and its agents and contractors shall have the right to enter the Premises at reasonable times, upon three (3) business days advance written notice (except in case of an emergency, when reasonable notice shall be required, provided that if Landlord gives no notice prior to entry, Landlord shall deliver to Tenant on or before the seventh (7th) business day after such entry written notice explaining in detail the scope of such entry and the actions taken by Landlord and its agents on the Premises), (a) at any time during the Term for maintaining and repairing the Building structure or systems, or for exhibiting the Premises to insurance carriers, lenders and prospective purchasers, and (b) during the last 3 months of the Term or after an Event of Default, for exhibiting the Premises to prospective tenants; provided, however, that the Premises may be entered by Landlord (except in an emergency) only in the company of a representative of Tenant or with Tenant's written approval. B. Confidentiality. Landlord acknowledges that Tenant is a federally regulated financial institution that must comply with the safeguards for customer information contained in the Gramm -Leach -Bliley Act and regulations promulgated pursuant to the Gramm - Leach -Bliley Act. Tenant agrees to take reasonable measures to protect its confidential and proprietary information, including but not limited to Tenant's customer, commercial or technical information (collectively, "Confidential Information"). In certain situations contemplated under this Lease, Landlord may have access to the Premises and, therefore, to Tenant's Confidential Information. Landlord hereby agrees that it shall use commercially reasonable efforts to not reproduce or disclose any of Tenant's Confidential Information to any third party nor may it remove any such Confidential Information from the Premises. Notwithstanding anything to the contrary in this Lease, upon expiration of this Lease, if any Confidential Information remains on the Premises, Landlord shall either return the same to Tenant or destroy it. If Landlord or any of its representatives or agents breaches the covenants set forth in this paragraph, irreparable injury may result to Tenant or such third parties entrusting Confidential Information to Tenant. Therefore, Tenant's remedies at law may be inadequate and Tenant shall be entitled to seek an injunction to restrain any continuing breach. If Landlord or any of its agents knows or reasonably believes that any Confidential Information in Landlord's control has been stolen, disclosed, lost, or is unaccounted for (collectively, a "Disclosure"), Landlord must immediately notify Tenant and take commercially reasonable measures to assist Tenant in determining the extent of the Disclosure. 10. Mortgages and Transfers. A. Mortgages; SNDA. This Lease, and all rights of Tenant hereunder, shall be subject and subordinate to any mortgage, trust deed, ground lease or other financing or security instrument on the Land or the Premises first entered into after the Effective Date upon mutual execution of an SNDA or such other commercially reasonable subordination, nondisturbance and attornment agreement. Within twenty (20) days after Tenant's receipt of written notice from Landlord, Tenant shall execute and USB Form Retail Lease Date Last Updated: 11.1.24 12 deliver a commercially reasonable SNDA to Landlord or provide written comments to any other form requested by Landlord. B. Transfer of Landlord's Interest. If Landlord transfers its interest in this Lease, whether through possession, foreclosure or delivery of a new lease or deed, then at the request of the party succeeding to Landlord's rights (herein called "Successor Landlord"), Tenant shall attorn to and recognize such Successor Landlord as the landlord under this Lease. Upon request of either party, Successor Landlord and Tenant shall promptly execute and deliver a commercially reasonable instrument evidencing such attornment, provided that in such instrument Successor Landlord assumes all rights and obligations of Landlord under the Lease and recognizes that Tenant's rights hereunder shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease. 11. Estoppel Certificates. Landlord or Tenant shall upon at least thirty (30) days' prior written notice from the other party execute, acknowledge and deliver to the requesting party a statement in writing (a) certifying that this Lease is unmodified (or, if modified, the extent of such modification) and in full force and effect, and the date up to which Monthly Rent has been paid, and (b) acknowledging whether there are, to the requested parry's knowledge, any uncured defaults on the part of the requesting party, and identifying the same if any are claimed. Any such statement may be relied upon for estoppel purposes by any prospective purchaser, subtenant, assignee, or encumbrancer of the Land or the Premises. Notwithstanding anything in this Section to the contrary, the party to whom the initial request was sent may condition its delivery of the estoppel certificate upon the countersignature of the certificate by the initial requesting party and delivery of a copy of the fully -executed certificate to the first requested party. A requested party's failure to deliver the statement within the prescribed time shall be conclusive upon the requested party (a) that this Lease is in full force and effect, without modification except as may be represented by the requesting party, (b) that there are no uncured defaults in the requesting party's performance, and (c) that Monthly Rent has not been paid more than one month in advance. 12. Indemnification. A. Tenant Indemnification. Tenant hereby indemnifies and holds Landlord harmless, and shall defend Landlord, from and against any and all claims, charges, liabilities, obligations, penalties, causes of action, liens, damages, reasonable costs and expenses (including attorneys' fees) arising, claimed, charged or incurred against or by Landlord and caused by or at the direction of Tenant in connection with: (a) Tenant's (or Tenant's invitees') use or occupancy of, or any activity, work or other thing done, permitted or suffered by Tenant (or Tenant's invitees) on or about, the Premises, (b) any breach or default in the performance of any obligation on Tenant's part to be performed under this Lease, or (c) any act of Tenant. USB Form Retail Lease Date Last Updated: 11.1.24 13 4937-7865-2759, v. 3 B. Scope of Indemnif cation. Without limiting the generality of the forgoing, but subject to the next two sentences, such indemnification obligation shall extend to claims for (i) property damage, (ii) the injury, death, disability or illness of any person, and (Ili) reasonable costs, attorneys' fees, and liabilities incurred in connection with the defense of any such claim (including appeals and petitions for review) or any action or proceeding brought thereon. Tenant shall not be obligated to indemnify Landlord against loss, liability, damage, cost or expense arising out of a claim for which Tenant is released from liability pursuant to Section 14 below, or a claim arising out of the willful misconduct or sole negligent acts or omissions of Landlord or its agents, employees or contractors. 13. Insurance. A. Tenant Insurance. Tenant shall obtain and keep in full force and effect commercial general liability insurance covering injury, death, disability or illness of any person, or damage to property, arising out of its use and occupancy of the Premises and Project, with a liability limit in an amount acceptable to Tenant in its reasonable business judgment, but not less than Two Million Dollars ($2,000,000.00) combined single limit. Such insurance shall name Landlord as an additional insured. Tenant shall notify Landlord in writing promptly upon cancellation of, material change in, or failure to renew the insurance, or where Tenant has advance knowledge of same, then ten (10) days prior to same occurring. B. Landlord Insurance. Landlord shall obtain and keep in full force and effect commercial general liability insurance covering injury, death, disability or illness of any person, or damage to property, occurring on the Land or in the Project, with liability limits equal to or greater than the minimum limits for the liability insurance to be carried by Tenant under this Section. Landlord shall also maintain so-called "all risk" property insurance in an amount equal to the replacement cost of the Project, including building standard Tenant Improvements. Landlord shall have no obligation to insure Tenant's personal property in the Premises. C. Certificates of Insurance. Landlord and Tenant shall upon thirty (30) days' prior written notice provide to the other a certificate or certificates evidencing that the insurance required under this Section 13 is in full force and effect. D. Tenant's Right to Self -Insure. Notwithstanding anything to the contrary in this Section 13, provided that Tenant maintains a tangible net worth of One Hundred Million Dollars ($100,000,000.00), Tenant shall be entitled to self -insure, in whole or in part, one or more of the insurance coverages required to be procured and maintained under the Lease. 14. Waiver of Insurable Claims. Notwithstanding anything to the contrary in this Lease, Landlord and Tenant hereby release one another and their respective partners, officers and employees from any and all liability (to the other or anyone claiming through or under them by way of subrogation or otherwise) for any USB Fonn Retail Lease Date Last Updated: 11.1.24 14 property loss or property damage covered by the insurance or coverable by a customary form of policy of the insurance required under this Lease, even if such loss or damage shall have been caused by the fault or negligence of the other party, or anyone for whom such party may be responsible. 15. Assignment and Subletting. Tenant may assign this Lease or sublet all or any part of the Premises without Landlord's consent to any entity or person controlling, controlled by or under common control with Tenant, or to any entity or person acquiring substantially all of the assets of Tenant in the Chicago metropolitan area, or to any entity resulting from the merger with or acquisition of Tenant or to any entity or person acquiring substantially all of the assets of Tenant. In any such case, Tenant shall notify Landlord in writing of such assignment or sublease within thirty (30) days after such assignment or sublease is completed. However, Tenant may not assign this Lease or sublet all or any part of the Premises to any other party without the written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed and shall be deemed to have been given if not given or withheld in writing within ten (10) business days after Tenant's written request for such consent is given to Landlord (including the basis for any withholding of Landlord's consent). No assignment or sublease shall relieve Tenant of liability under this Lease. 16. Casual . A. Generally. If the Premises are damaged by Casualty or if the Premises becomes Untenantable due to a Casualty in the Project, then Landlord shall, within thirty (30) days after the date of the Casualty, notify Tenant of Landlord's reasonable determination as to whether or not the damage (including damage to Tenant Improvements, but excluding damage to Tenant's trade fixtures, equipment, furniture and personal property) can be repaired within six (6) months from the date of the Casualty. If Landlord is unable to accomplish the repairs within such time period or the repairs cost more than $200,000.00, then either party may terminate this Lease by giving the other party thirty (30) days' prior written notice. B. Reconstruction. If (i) neither party has the right to terminate this Lease, or (ii) Tenant waives its right to terminate this Lease set forth in Section 16.A, then Landlord shall, at its expense subject to the $200,000.00 limitation set forth of Section 5.A of this Lease, commence all necessary repairs (which shall include repair of building standard Tenant Improvements, but shall not include repair of non -building standard Tenant Improvements, Tenant's trade fixtures, equipment, furniture or personal property, and shall diligently proceed to complete the same. If Landlord fails to commence all necessary repairs or proceed to use its best efforts to diligently complete such repairs, then Tenant may terminate this Lease by written notice to Landlord; provided, however, such termination shall be null and void if Landlord has substantially completed such repairs and is diligently prosecuting completion of the same on or before the thirtieth (30a') day after the date of Tenant's notice. USB Form Retail Lease Date Last Updated: 11.1.24 15 4937-7865-2759, v. 3 C. Proration of Rent if Termination. If this Lease is terminated under this Section, Monthly Rent shall be prorated: (i) As of the date of the relevant termination as to the portion of the Premises that is not Untenantable; and (ii) As of the date of the Casualty as to the Untenantable portion of the Premises, all in proportion to the Rentable Areas attributable to such portions. During any period in which any portion of the Premises is rendered Untenantable by the Casualty, the Monthly Rent shall be abated for the period of Untenantability (plus a period of thirty (30) days or the number of days required for Tenant to equip, furnish and move into such portion of the Premises, whichever is less) in proportion to the amount of space which is Untenantable. 17. Eminent Domain. A. Total Taking. If the Premises are condemned in their entirety, then this Lease shall terminate once the condemning authority takes title to the Land, and Monthly Rent shall be prorated as of such date that Tenant closes for business to the public. B. Partial Taking. If less than all of the Premises are condemned, then Monthly Rent shall be reduced proportionately based on the Rentable Area of the Premises. Tenant shall, at its own cost and expense, make such repairs or alterations to Tenant Improvements as it may determine, except that Tenant shall have no obligation to make such repairs when this Lease is terminated as herein provided. If the Drive - Through Area or any material portion of the Parking Area is condemned, then Monthly Gross Rent shall be equitably reduced to reflect the decrease in the fair market rental value of the Premises. C. Termination on Partial Taking. In the event of a condemnation of a part of the Premises, of any material access to the Premises or Project, or of any material part of the Parking Area, which in Tenant's good faith judgment unreasonably impedes or interferes with Tenant's business operations on the Premises, then Tenant shall have the right to terminate this Lease. Such termination shall be effected by written notice to Landlord, given within ninety (90) days from the date physical possession is taken by the condemning authority. The termination shall be effective as of the date specified in Tenant's notice but in no event later than one (1) year after the date of such notice. D. Awards. Except as otherwise stated in this Section, Landlord shall be entitled to the entire award made for such condemnation with respect to the Premises (on the basis of the unimproved land and as encumbered by this Lease). Tenant shall be entitled to any portion of the award attributable to (1) loss of business profits or goodwill, (ii) damages for interruptions or dislocation of the Tenant's business, (iii) reimbursement for relocation and remodeling expenses, (iv) damage to or taking of Tenant's trade USB Form Retail Lease Date Last Updated: 11.1.24 16 fixtures; and (v) the value of the leasehold estate of the Tenant for what would have been the remainder of the Term if this Lease were not terminated. Tenant may interpose and prosecute in any proceeding in respect of any said Taking, either independent of any claim of the Landlord or, if only a single award is made for such Taking, as a part of Landlord's claim. Notwithstanding anything to the contrary in this Lease, Tenant's rights to a condemnation award under this Section shall survive any termination of this Lease arising out of this Section. E. No Pending or Threatened Condemnation as of Effective Date. Landlord represents and warrants that, as of the Effective Date, Landlord has received no notice of and has no knowledge of any pending or threatened condemnation or transfer in lieu thereof affecting any of the Land, nor has Landlord agreed or committed to dedicate any of the Land. Landlord acknowledges that this representation is a material inducement for Tenant to enter into this Lease. 18. Defaults. A. Tenant Default. An "Event of Default" shall exist if (a) Tenant fails to pay Monthly Rent or any other amount that Tenant owes under this Lease on or before the thirtieth (30th) day after Tenant receives written notice from Landlord identifying the missed due date ("Monetary Default"); (b) Tenant fails to perform any of the other covenants, terms, conditions or provisions of this Lease on or before the thirtieth (30th) day after receiving written notice specifying such failure, or, with respect to those failures which cannot with due diligence be cured within thirty (30) days, then if Tenant fails to proceed within such thirty (30) days to commence to cure the same and thereafter continue to prosecute the curing of such default with reasonable diligence (it being intended that in connection with a default not susceptible of being cured with reasonable diligence within thirty (30) days that the time of Tenant within which to cure the same shall be extended for such period as may be necessary to complete the same with reasonable diligence); or (c) Tenant is adjudicated a bankrupt (each of (b) and (c) is a "Non -Monetary Default"). All costs and expenses incurred or advanced by Landlord under any provision of this Lease to cure any default by Tenant shall bear interest from the date Landlord advances payment thereof until payment in full by Tenant at the Interest Rate. B. Remedies; Contest. If an Event of Default has occurred, then Landlord may exercise any one or all of the following remedies, in addition to all other rights and remedies provided by law or equity: (i) Termination. In the event of Monetary Default, Landlord may terminate this Lease, at Landlord's election, with (i) thirty (30) days' prior written notice if Tenant is not currently operating a retail branch on the Premises, or (ii) one hundred twenty (120) days' prior written notice if Tenant is currently operating a retail branch on the Premises. Landlord acknowledges that Tenant is a federally regulated financial institution and is required to provide regulators and customers with advance notice of the closure of a retail branch. Tenant's rights hereunder shall terminate upon termination of this Lease. USB Form Retail Lease Date Last Updated: 11.1.24 17 4937-7865-2759, v. 3 Promptly after any such termination, Tenant shall vacate and surrender the Premises to Landlord in a broom -clean condition. (ii) Re-entry Without Termination. Landlord may re-enter the Premises, and without terminating this Lease, at any time, relet the Premises or any part(s) of them upon commercially reasonable rates and terms determined by Landlord. If Landlord elects to re-enter the Premises under this subsection (ii), Landlord shall make commercially reasonable efforts to relet the Premises. Any reletting may be for the remainder of the Term or for any longer or shorter period. Landlord shall be entitled to all rents from the use, operation, or occupancy of the Premises; provided, however, that such amounts shall be applied toward any outstanding amounts owed by Tenant after such amounts are applied to cover costs incurred by Landlord related to the Monetary Default. Landlord shall have the further right, at Landlord's option, to make such reasonable and necessary alterations, repairs, replacements, and/or restorations, which shall not operate or be construed to release Tenant from liability hereunder. Tenant shall nevertheless pay to Landlord on the due dates specified in this Lease the equivalent of all sums required of Tenant under this Lease, plus Landlord's expenses. No act by or on behalf of Landlord under this provision shall constitute a termination of this Lease unless Landlord gives Tenant written notice of termination. (iii) Appointment of Receiver. Landlord may, if Landlord elects to file suit to enforce this Lease and/or protect its rights hereunder, in addition to the other remedies provided in this Lease and by law, have the appointment of a receiver of the Premises. C. Remedies Cumulative. All the remedies afforded and all rights and remedies given to the non -defaulting party under this Lease, at law and in equity shall be cumulative and concurrent. D. Landlord Default. If Landlord fails to perform any covenant, term, condition or provision of this Lease, and such nonperformance continues for a period of thirty (30) days after notice thereof from Tenant (or without notice in case of an emergency), then in addition to all other rights and remedies of Tenant under this Lease and at law or in equity, Tenant may (i) terminate this Lease upon thirty (30) days' prior written notice, or (ii) cure such breach on behalf of Landlord and, upon demand by Tenant, Landlord shall promptly pay to Tenant the reasonable costs and expenses of such cure. When Tenant makes demand for payment, Tenant shall furnish Landlord an itemized statement of the costs and expenses incurred for cure. All costs and expenses incurred or advanced by Tenant under any provision of this Lease to cure any default by Landlord shall bear interest from the date Tenant advances payment thereof until payment in full by Landlord at the Interest Rate. If Landlord fails to pay any sums due Tenant under this Lease on or before the thirtieth (301h) day after demand, Tenant, at its option, may offset such amount against subsequent payments of Monthly Rent or other amounts due hereunder or to become due hereunder until the amount owed, USB Form Retail Lease Date Last Updated: 11.1.24 plus interest at the Interest Rate. If Tenant elects to terminate this Lease as provided hereunder, all of Landlord's and Tenant's respective rights and obligations as set forth in this Lease, except as otherwise provided hereunder, shall terminate on the date Tenant's letter is delivered to Landlord. E. Delay; Waiver. No delay or omission by either party to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Lease shall impair any such right or power to be construed to be a waiver thereof, except as otherwise herein provided. A waiver by either of the parties hereto of any of the covenants, conditions or agreements hereof to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. F. Other Remedies. Subject to the express provisions of this Section, if either parry fails to perform any of its covenants, conditions, requirements or obligations under this Lease, then the other party shall have the right to seek any and all remedies to which it may be entitled at law or in equity, including injunctive relief or an order to compel performance. G. Tenant's Rights While in Default. Except as otherwise expressly provided in this Lease, Tenant's rights under this Lease shall not be affected by, and Tenant may exercise any of such rights notwithstanding, any breach or default by Tenant of any of its obligations under this Lease through the date that Landlord has terminated this Lease, recovered possession of the Premises and all of Tenant's rights of cure, reinstatement and redemption under this Lease, at law or in equity have lapsed. 19. Return of Possession to Landlord. A. Surrender. All unattached business and trade fixtures, machinery and equipment, communications equipment and office equipment that are installed in the Premises by or for the account of Tenant and that can be removed without structural damage to the Premises or the Project and all furniture, furnishings and other articles of movable personal property owned by Tenant and located in the Premises (collectively, "Tenant's Property") shall be and remain the property of Tenant, may be removed by Tenant at any time during the Term of this Lease and shall be removed by Tenant on expiration or sooner termination of this Lease; provided, that if any of Tenant's Property is removed, Tenant shall repair or pay the cost of repairing any damage to the Premises or to the Project resulting from the removal thereof. On expiration of the Term or sooner termination of this Lease, Tenant shall return possession of the Premises to Landlord in broom clean condition, except for reasonable wear and tear and damage, destruction or other conditions Tenant is not required to remedy under this Lease. Any property left in the Premises after expiration or termination of this Lease in accordance with applicable Laws shall be deemed abandoned by Tenant. Notwithstanding anything herein to the contrary, Landlord must provide Tenant with written notice of any claim or demand relating to this Section or the surrender condition of the Premises on or before the thirtieth (30th) day after the earlier of the day on which (i) Tenant surrenders the Premises to USB Form Retail Lease Date Last Updated: 11.1.24 19 4937-7865-2759, v. 3 Landlord, or (ii) the Term expires or the Lease otherwise terminates. If Landlord fails to provide such notice, Landlord shall be deemed to have waived all claims against Tenant for any damages that arise out of or money owed as a result of Tenant's surrender of the Premises. B. Holdover. If Tenant occupies the Premises after expiration of the Term or earlier termination of this Lease without executing a new lease with Landlord, such holdover tenancy shall be on a month -to -month basis and otherwise upon the same terms and conditions set forth in this Lease, except those relating to the payment of Monthly Gross Rent. If Tenant holds over, Monthly Gross Rent owed shall be two -hundred percent (200%) of the Monthly Gross Rent due during the last month of the Term. Notwithstanding the foregoing, Tenant shall be liable to Landlord for any direct out- of-pocket and consequential costs and expenses incurred by Landlord as a result of Tenant's failure to vacate the Premises after the expiration of the Term. 20. Notices. Any notice, demand or request ("notice") required or permitted to be given under this Lease must be in writing (unless expressly noted otherwise) and shall be deemed to have been properly given or served either on the date of hand delivery or one (1) business day following the date such notice is deposited with the United States Mail or any national overnight carrier, addressed to Landlord or Tenant, as the case may be, prepaid and registered or certified mail or delivery charges prepaid, return receipt requested, at the following addresses: To Landlord: Village of Deerfield 850 Waukegan Road Deerfield, IL 60015 Attn: Village Manager To Tenant: U.S. Bank National Association 800 Nicollet Mall BC-MN-H 15F Minneapolis, MN 55402 Attn: Corporate Real Estate with a copy to: U.S. Bank National Association 800 Nicollet Mall BC-MN-H21 R Minneapolis, Minnesota 55402 Attn: Corporate Real Estate — Corporate Counsel Rejection or refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice. Either party shall have the right from time to time and at any time upon at least ten (10) days' written notice thereof, to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America. USB Form Retail Lease Date Last Updated: 11.1.24 Ott] 21. Memorandum of Lease, Recordable Termination. Upon execution of this Lease, the parties shall execute a short form lease ("Memorandum of Lease") in the form attached hereto as Exhibit D. Tenant shall bear the costs to record the Memorandum of Lease. Upon the execution of a pertinent amendment to this Lease and the written request of either party, the parties shall execute a corresponding amendment to the Memorandum of Lease. Either parry shall, following any termination of this Lease and upon the written request of the other party, execute a document setting forth the date of such termination, in a form suitable for recording. 22. Roof Rights. Tenant shall have the right without additional charge to install and use (at Tenant's expense) antennas, satellite dishes or similar equipment on the roof of the Building, so long as (a) Landlord has approved the location thereof (which approval Landlord may not unreasonably withhold, condition, or delay), (b) such equipment does not materially change the roofline of the Building, (c) such equipment is installed at Tenant's sole expense, and (d) such equipment is constructed and installed in accordance with provisions of this Lease pertaining to a Major Tenant Improvement, using a contractor and subcontractors approved in advance by Landlord in writing (which approval shall not be unreasonably withheld, conditioned or delayed). Tenant shall not be required to pay any additional rent for its use of the roof hereunder, but shall reimburse Landlord, upon written demand, for any incremental insurance and maintenance costs associated with Tenant's use of the Building roof. 23. Miscellaneous. A. Miscellaneous. Landlord and Tenant each represents and warrants that it has the full right and authority to enter into this Lease and perform its obligations under this Lease. This Lease shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. Time is of the essence with respect to the payment and performance of the obligations set forth in this Lease. No third -party beneficiary rights are created by this Lease. B. Headings. The Section headings contained in this Lease are for purposes of reference only and shall not limit or define the meaning of any of the terms or provisions hereof. C. Entire Agreement. This Lease contains the entire agreement between the parties and may be amended only by an instrument in writing signed by both parties. All approvals required hereunder shall also be in writing. D. Governing Law; Venue. This Lease shall be governed by and construed in accordance with the laws of the State of Illinois. The venue for any disputes between Landlord and Tenant shall be in the Circuit Court of Lake County, Illinois. E. Party's Cost. Whenever in this Lease anything is to be done or performed by Tenant or Landlord, unless otherwise expressly provided to the contrary, it shall be done or performed at the sole cost and expense of Tenant or Landlord as the case may be. USB Form Retail Lease Date Last Updated: 11.1.24 21 4937-7865-2759, v. 3 F. Force Majeure. Except as otherwise expressly provided in this Lease, Landlord and Tenant shall each be excused for any delay in the performance of their respective obligations hereunder and shall not be liable to the other for any failure to comply or delay in complying with its obligations hereunder if and to the extent such failure or delay is due to an Unavoidable Delay. F. Brokers. Tenant and Landlord represent and warrant to each other that neither has had any dealings or discussions with any broker or agent (licensed or otherwise) in connection with this Lease, except for Cushman & Wakefield on behalf of the Tenant. Tenant and Landlord each covenants to pay, hold harmless and indemnify the other from and against any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any claim by any brokers or agents for brokerage commissions inconsistent with the above representations. G. Approvals. Except as otherwise expressly provided herein, any consent or approval required in this Lease may not be unreasonably withheld, conditioned or delayed. Unless provision is made for a specific time period, consent or approval shall be given or withheld within thirty (30) days of the request for such consent or approval. If a disapproval is not given within the required time period, the requested party shall be deemed to have given its approval. H. Counterparts. This Lease may be executed in any number of counterparts with the same force and effect as if all signatures were appended to one document, each of which shall be deemed an original. I. Intentionally Omitted J. Costs and Attorney's Fees. If a legal action is brought by either Landlord or Tenant to enforce the terms and provisions of this Lease, then the prevailing party in such action shall be entitled to recover reasonable costs and expenses (including court costs and reasonable attorney's fees). K. Neutral Interpretation. Landlord and Tenant have each had the opportunity to consult with their respective, independent legal counsel before signing this Lease. Both parties participated in drafting this Lease and have freely negotiated the same. If any provision of this Lease requires judicial interpretation, then Landlord and Tenant agree that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document should be more strictly construed against the party who itself or through its agents prepared the same. L. Landlord Signage. Landlord may not at any time during the Term place on or about the Premises or Building fagade any type of "for sale", "for lease", or similar sign. USB Form Retail Lease Date Last Updated: 11.1.24 22 A Use of Name and/or Trademark. Landlord may not use Tenant's trade name, logos, or trademarks in connection with any Project advertisement, electronic or print publication, metatag, social media extension, news release or release to any professional or trade publications without Tenant's prior written consent, which may only be given by a Senior Vice President of Tenant and, with respect to any use of the logo, Tenant's Corporate Brands group. [Remainder of page intentionally left blank. Signature pages and exhibits follow.] USB Form Retail Lease Date Last Updated: 11.1.24 23 4937-7865-2759, v. 3 SIGNATURE PAGE TO LEASE BETWEEN VILLAGE OF DEERFIELD AND U.S. BANK NATIONAL ASSOCIATION FOR PREMISES IN DEERFIELD, ILLINOIS Landlord and Tenant have executed this Lease as of the Effective Date. Landlord: VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation By Danie . Shapiro Its Mavor Tenant: U. S. BANK NATIONAL ASSOCIATION, a national banking association Brian Collins, its Vice President USB Form Retail Lease Date Last Updated: 7.1.24 EXHIBIT A Legal Description of Land Lot 1 in Firstar's Deerfield Plat of Consolidation being a consolidation of part of the Southwest 1/4 of Section 28, Township 43 North Range 12, East of the Third Principal Meridian, all in the Village of Deerfield, Lake County Illinois. USB Form Retail Lease Date Last Updated: 7.1.24 4937-7865-2759, v. 3 EXHIBIT B Site Plan of Project AL. USB Form Retail Lease Date Last Updated: 11.1.24 IIMasI10.11 t7 Depiction of Existing Signage USB Form Retail Lease Date Last Updated: 7.1.24 4937-7865-2759, v. 3 USB Form Retail Lease Date Last Updated: IL 1.24 EXHIBIT D Form Memorandum of Lease [See following pages.] USB Form Retail Lease Date Last Updated: 7.1.24 4937-7865-2759, v. 3 MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ("Memorandum") is made as of , 20 (the "Effective Date") by and among VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation ("Landlord"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association ("Tenant"). RECITALS A. On this date, Landlord purchased from Tenant certain real property located in the Village of Deerfield, County of Lake, State of Illinois, more particularly described on the attached Exhibit A ("Land"). Tenant desires to lease from Landlord certain premises ("the Premises") within the development (the "Project") situated on the Land. B. Landlord and Tenant have entered into that certain Lease (the "Lease"), dated of even date herewith, whereby Landlord has leased to Tenant the Premises. C. Landlord and Tenant wish to execute this Memorandum and record the same in the county in which the Premises are located. NOW, THEREFORE, for valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Demise. Pursuant to the Lease, Landlord has granted to Tenant a leasehold interest in and to the Premises under the terms and conditions set forth in the Lease. 2. Term: Options to Renew. The Term of the Lease shall commence on the date set forth in the Lease and continue for five (5) years. 3. Exclusive Use. Pursuant to the Lease, Landlord has granted to Tenant certain exclusive rights with respect to the use of the Project for financial services. This use restriction against the Project, which is more specifically set forth in the Lease, shall run against the Project (except the Premises) and benefit the Premises for the Term. USB Form Retail Lease Date Last Updated: 11.1.24 4. Incorporation of Lease Terms. All of the terms, covenants and conditions of the Lease and any amendments made from time to time thereto are incorporated in this Memorandum by reference as fully as if they had been set forth in this Memorandum. All capitalized words used but not defined herein have the definitions given them in the Lease. 5. No Modification. Notwithstanding the foregoing, nothing contained or set forth in this Memorandum shall modify the Lease or be deemed to create or grant any rights, liabilities or obligations of or to any party or third parties other than as specifically set forth in the Lease. The parties to this Memorandum have agreed to execute and record this Memorandum to give public notice of the existence of the Lease and Tenant's rights with respect to the Premises. This Memorandum is not a complete summary of the Lease, and provisions in this Memorandum shall not be used in interpreting the provisions of the Lease. In the event of any conflict between this Memorandum and the Lease, the terms and conditions of the Lease shall control. 6. Binding Effect. The Lease and this Memorandum burden the Premises and the Project as more particularly provided in the Lease and shall be binding upon and inure to the benefit of Tenant, Landlord and their respective successors and permitted assigns. [Remainder of page intentionally left blank. Signature and acknowledgment pages follow.] USB Form Retail Lease Date Last Updated: 7.1.24 4937-7865-2759, v. 3 SIGNATURE PAGE TO MEMORANDUM OF LEASE BETWEEN VILLAGE OF DEERFIELD AND U.S. BANK NATIONAL ASSOCIATION FOR PREMISES IN DEERFIELD, ILLINOIS Landlord and Tenant have executed this Memorandum of Lease as of the date first written above. LANDLORD: VILLAGE OF DEERFIELD, an Illinois home rule municipal corporation By: Name: Daniel . Shapiro Its: Mayor STATE OF�i�o ; ) ss. COUNTY OF On this 15* day of S44, , in the year 20Z, before me, a Notary Public in and for said State, personally appeared pa_-v;e� C . _��,{;,� , known or identified to me to be the 1`nayoc of At NI; t o Dee iel , who executed the instrument, on behalf of said A. 1 _ n. Notary Public OFFICIAL SEAL DANIEL VAN DUSEN NOTARY PUBLIC, STATE OF ILLINOIS MY COMMISSION EXPIRES: 11/02/2025 USB Form Retail Lease Date Last Updated: 11.1.24 SIGNATURE PAGE TO MEMORANDUM OF LEASE BETWEEN VILLAGE OF DEERFIELD AND U.S. BANK NATIONAL ASSOCIATION FOR PREMISES IN DEERFIELD, ILLINOIS TENANT: U.S. BANK NATIONAL ASSOCIATION, a national banking association Michael D. Hilgers, its Vice President STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN 1 On this day of , in the year 20_, before me, a Notary Public in and for said State, personally appeared Michael D. Hilgers, known or identified to me to be the Vice President of U.S. Bank National Association, who executed the instrument, on behalf of said national banking association. Notary Public INSTRUMENT WAS DRAFTED BY AND WHEN RECORDED RETURN TO: U.S. Bank National Association Attn: CRE Corporate Counsel 800 Nicollet Mall BC-MN-21 CR Minneapolis, Minnesota 55402 USB Form Retail Lease Date Last Updated: 7.1.24 4937-7865-2759, v. 3 Exhibit A to Memorandum of Lease Legal Description of Land Lot 1 in Firstar's Deerfield Plat of Consolidation being a consolidation of part of the Southwest 1/4 of Section 28, Township 43 North Range 12, East of the Third Principal Meridian, all in the Village of Deerfield, Lake County Illinois. USB Fomi Retail Lease Date Last Updated: 11.1.24