HomeMy WebLinkAboutO-25-27VILLAGE OF DEERFIELD
ORDINANCE NO. 2025- 0-25-27
AN ORDINANCE AUTHORIZING THE EXECUTION OF LEASE WITH U.S. BANK
NATIONAL ASSOCIATION FOR 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') 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, on September 15, 2025, the Village Board approved a purchase
agreement for the Village to purchase the Property from US Bank on the terms set forth in a
purchase agreement ("Agreement'); and
WHEREAS, pursuant to, and in accordance with, Section 11-74.4-4 of the Tax
Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-4, the Village sought proposals
to lease the Property once it acquires it from US Bank; and
WHEREAS, US Bank desires to lease back the Property from the Village for a period
of up to five years once the Village purchase the Property from US Bank pursuant to a lease
agreement ("Lease'); 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 Lease with US Bank pursuant to this
Ordinance;
NOW, THEREFORE, BE IT ORDAINED BY THE VILLAGE BOARD OF
DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, as follows:
4902-6814-3727, v. 1
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 LEASE. The Mayor and Village Board
hereby approve the Lease with US Bank to Lease the Property in substantially the form
attached to this Ordinance as Exhibit A, and in a final form approved by the Village
Attorney. This approval is contingent upon the Village closing on the purchase of the
Property pursuant to the Agreement
SECTION THREE: AUTHORIZATION TO EXECUTE THE LEASE. The Mayor
and the Village Clerk are hereby authorized to execute and seal, on behalf of the Village, the
final Lease.
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, Greenberg, Jacoby, Oppenheim
NAYS: None
ABSTAIN: None
ABSENT: Goldstone
PASSED: Ocotber 6, 2025
APPROVED: October 6, 2025
ORDINANCE NO. 0-25-27
Daniel C. Shapiro, Mayor
ATTES
4-4—
Kent S. , treet, illage Clerk
!"OF DE
OR
1 , I
��''•.��/ELD . :.'%#"
4902-6814-3727, v. 1
EXHIBIT A
4902-6814-3727. v. 1
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(11) of this Lease.
"Initial Term" means the period commencing on the Effective Date and ending on the day
before the fifth (5th) 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
3
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
11,
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
(20th) 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; (Ili)
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 (i) materially affect access to the Premises or the
Drive -Through ATM Area or materially change the configuration of the Parking
Area; (11) 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
R
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 fagade 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.
U5B Form Retail Lease
Date Last Updated: 11.1.24
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 6.13(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 6.13.
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: 11.1.24
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.
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 (2°d) 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. Enti-% b% Landlord: Confidentialic\ .
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 (7h) 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. Mort,a�_,es 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
parry 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 party'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 oflndemnification. 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 Form 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 parry 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 (30th) 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 (i) 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
(30`h) 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 (1) 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 Farm 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 (30') 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
IN
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 party 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
20
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 party 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
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.]
U5B 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
Its
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
..
1
l
V
�Xv
/
_
y
•
U
�
t
1
•
USB Form Retail Lease
Date Last Updated: 11.1.24
EXHIBIT C
Depiction of Existing Signage
USB Form Retail Lease
Date Last Updated: 7.1.24
4937-7865-2759, v. 3
I� w — 'In t
USB Form Retail Lease
Date Last Updated: 11.1.24
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: IL 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.
STATE OF
. ss.
COUNTY OF
On this day of
State, personally appeared
of
LANDLORD:
VILLAGE OF DEERFIELD,
an Illinois home rule municipal corporation
By:
Name:
Its:
in the year 20_, before me, a Notary Public in and for said
, known or identified to me to be the
who executed the instrument, on behalf of said
Notary Public
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
U.S. BANK NATIONAL ASSOCIATION,
a national banking association
Michael D. Hilgers, its Vice President
STATE OF MINNESOTA )
ss.
COUNTY OF HENNEPIN )
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 Forth 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 Form Retail Lease
Date Last Updated: 11.1.24