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R-35-03 Approving Lease Agreement Between Village Of Lemont And IMTT-LemontRESOLUTION NO. kR RESOLUTION APPROVING LEASE AGREEMENT BETWEEN VILLAGE OF LEMONT AND IMTT - LEMONT WHEREAS, The Village of Lemont seeks to enter into an Agreement with IMTT- Lemont, a Delaware general partnership; and WHEREAS, The documents attached hereto, namely, an Agreement to Lease with Exhibits A, B, C, D, E, F, & G outline the terms and conditions of the Agreement. NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Lemont, Cook, DuPage and Will Counties, Illinois, as follows: SECTION ONE: That the Lease Agreement and Exhibits A, B, C, D, E, F, & G attached hereto and made a part hereof are hereby approved by the Board of Trustees. SECTION TWOS That the Village President is hereby authorized and directed to execute said Agreement in substantially the form attached hereto. SECTION THREE: That all ordinances and resolutions or parts thereof in conflict with the provisions of the Resolution shall be and they are hereby repealed. SECTION FOUR: That this Resolution is effective from and after is passage and publication in the manner provided by law. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL AND DU PAGE, ILLINOIS on this 12th day of May , 2003. Debby Blatzer Peter Coules Brian Reaves Steven Rosendahl Ronald Stapleton Jeanette Virgilio AYES NAYS PASSED ABSENT JO ZZA, Village ARLENE SMOLLEN, Village Clerk DRAFT 3/28/03 AGREEMENT TO LEASE THIS AGREEMENT is dated as of the day of April, 2003, by and between THE VILLAGE OF LEMONT, an Illinois municipal corporation (the "Village "), and IMTT - LEMONT, a Delaware general partnership ( "IMTT "). RECITALS A. The Village owns certain real estate containing 5.1889 acres in Cook County and DuPage County, Illinois which the Village leases to IMTT, which real estate is located in Lemont, Illinois and is described and/or depicted on Exhibit A attached hereto and made a part hereof (the "IMTT Leased Property "). B. IMTT owns certain real estate containing 66.9273 acres in Cook County, Illinois which property is described and /or depicted on Exhibit B, attached hereto and made a part hereof (the "IMTT Property "). C. IMTT leases the IMTT Leased Property from the Village as a successor tenant pursuant to a certain Lease dated December 13, 1982 between the Village and North American Car Corporation, as amended from time to time (the "IMTT Lease "). D. IMTT and Lemont desire to conduct an exchange, whereby Lemont shall extend the IMTT Lease for the IMTT Leased Property to IMTT in exchange for IMTT's lease of 25.9436 acres of the IMTT Property to the Village described and /or depicted on Exhibit C attached hereto and made a part hereof (the "Village Leased Property ") in accordance with the terms and provisions contained herein. Now, therefore, in consideration of the mutual covenants contained herein, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. DEFINITIONS For purposes of this Agreement, the terms hereafter set forth shall have the following meanings: A. The "IMTT Leased Property ": (1) the parcel or parcels of real estate more particularly described and/or depicted on Exhibit A attached hereto and made a part hereof; and (2) all improvements owned by the Village, if any, situated on said real estate; and (3) the appurtenances and all the estates and rights of the Village in and to said real estate and any improvements thereon. \32134 \00002 \CH311009.D0C -5 B. The "IMTT Property" (1) the parcel or parcels of real estate more particularly described and /or depicted on Exhibit B attached hereto and made a part hereof; and (2) any improvements situated on said real estate; and (3) the appurtenances and all the estates and rights of IMTT in and to said real estate and any improvements thereon. C. The "Village Leased Property" (1) the parcel of real estate more particularly described and/or depicted on Exhibit C attached hereto and made a part hereof; (2) any improvements situated on said real estate; (3) the appurtenances and all the estate and rights of IMTT in and to said real estate and any improvements thereon . 2. AGREEMENT TO EXCHANGE A. The Village agrees to extend the IMTT Lease for the IMTT Leased Property for an additional term of nineteen (19) years in accordance with the Lease Extension IMTT Agreement attached hereto and made as part hereof as Exhibit D (the "Extension Agreement, ") and IMTT agrees to lease the Village Leased Property to the Village, in accordance with the terms and conditions of the Lease Agreement attached hereto and made a part hereof as Exhibit E (the "Village Lease ") for a term of nineteen (19) years. 3. RESTRICTIVE COVENANT. Within ten (10) days of the execution and delivery by the parties to each other of the Village Lease and the Extension Agreement, IMTT agrees to encumber the portion of the IMTT Property containing approximately 30.4837 acres, depicted on Exhibit F (the "Restrictive Covenant Parcel ") (i) not included as part of the 25.9436 acres defined as the Village Leased Property subject to the Village Lease and (ii) not included as part of the 10.5+ acre parcel being held for development by IMTT also depicted on Exhibit F attached hereto and made a part hereof (the "Development Parcel "), through a declaration of restrictive covenant, the form of which is attached to a made apart hereof as Exhibit G (the "Declaration "). 4. CO- TERMINUS TERMS. In the event the IMTT Lease terminates for any reason, at the option of IMTT exercised by written notice to the Village, the Village Lease will be terminated. In the event the Village Lease terminates for any reason, at the option of the Village exercised by written notice to IMTT, the IMTT Lease will be terminated. 5. TAX DIVISION. IMTT shall prepare and file a tax division with the Cook County Assessor's Office in order to the cause the Village Leased Property to be separately 2 assessed for real estate tax purposes from the balance of the IMTT Property. If required, the Village will also execute such tax division. 6. DEPARTMENT OF NATURAL RESOURCES. The parties shall work with the Illinois Department of Natural Resources ( "DNR ") in order to obtain DNR's approval to permit the fee simple conveyance of the IMTT Leased Property from the Village to IMTT in exchange for the fee simple conveyance of the Village Leased Property from IMTT to the Village. In the event of such approval by DNR, IMTT and the Village, shall complete such exchange by deliveries of deeds and other appropriate documentation. 7. REAL ESTATE TAXES. IMTT shall be responsible for the real estate taxes, if any, on the IMTT Leased Property and the Village shall be responsible for the increase in real estate taxes, if any, on the Village Leased Property assessed or generated as a result of the construction or installation of any buildings, structures or other improvements made on or to the Village Leased Premises, including those that relate to an increase in the level of assessment for the Village Leased Premises, or which arise in connection with the operation, use or possession of the Village Leased Property. In addition, Tenant shall be responsible for all real estate taxes assessed against the Village Leased Premises in the event the IMTT Leased Property is assessed or subjected to real estate taxes. IMTT and the Village shall cooperate in connection with any complaint requested by either party in order to contest any assessment of the Village Leased Property or the IMTT Leased Property and the parties shall equitably prorate the costs incurred in connection with any such complaint. 8. CONDEMNATION If between the date of this Agreement and the termination of the IMTT Lease and the Village Lease, any condemnation or eminent domain proceedings are instituted by a third party which might result in the taking of all or any portion of the Village Leased Property or the IMTT Leased Property, the Village and IMTT shall immediately notify the other in writing of such occurrence, and in the event an order is entered condemning either property, the tenant of the leased property being condemned, may elect to terminate this Agreement and the lease for which such party is the landlord, in which event all further rights and obligations of the parties hereunder, pursuant to the Village Lease and pursuant to the IMTT Lease, shall cease and be of no further force and effect. The Village agrees that the Village shall not file a condemnation petition with respect to the IMTT Leased Property, or any part of the IMTT Property, including the Village Leased Property and agrees to discourage a condemnation petition and not to participate in a condemnation by any other party, agency or governmental body. 9. NOTICES. All notices, demands and communications required or which either party desires to give or make hereunder shall be in writing signed by or on behalf of the party giving or making the same and may be served personally, by overnight courier, or by United States registered or certified mail, return receipt requested: 3 To the Village: The Village of Lemont 418 Main Street Lemont, IL 60439 Attention: Mayor with a copy to: John Antonopoulos Antonopoulos & Virtel, PC 15419 127th Street, Suite 100 Lemont, IL 60439 To Purchaser: IMTT- Lemont P.O. Box 727 Lemont, IL 60439 Attention: Facility Manager with a copy to: Patrick E. Brady Ross & Hardies 150 North Michigan Avenue Suite 2500 Chicago, Illinois 60601 Mailed notices shall be deemed to have been given on the second business day after the date of mailing. Overnight courier notices or personal delivery notices shall be effective upon receipt. Any party hereto may change its address for the service as aforesaid by giving written notice to the other of such change of address in accordance with the provisions of this Section 9. 10. REMEDIES. In the event of a default hereunder, either party shall have all remedies at law or in equity, including the remedy of specific performance. 11. ZONING. Except in connection with an application filed by IMTT, the Village agrees that the Village will take no action in order to amend or modify the zoning of the IMTT Property without the consent of IMTT so long as IMTT complies with the Restrictive Covenant on the Restrictive Covenant Parcel. 12. MISCELLANEOUS. A. This Agreement may be executed in any number of counterparts, each when taken together one of which shall constitute an original document. 4 B. This Agreement shall be construed and enforceable in accordance with the laws of the State of Illinois. C. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. D. Each party represents and warrants to the other that it has not engaged any broker or other person who would be entitled to any brokerage fee or commission in respect of the finding, negotiation or execution of this Agreement or the consummation of the transactions contemplated hereby. Each party hereto shall indemnify, defend and hold harmless the other with respect to any claim by any person claiming to have been engaged by the first party so as to become entitled to any such fee or commission. E. This Agreement and the provisions, representations and warranties herein set forth shall survive the delivery of the leases and the closing of the transactions contemplated hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered the day and date first above written. ATTEST X11, V /iii By: Charlene Smollen Title: Village Clerk 5 THE VILLAGE OF LEMONT, an Illinois municipal corporation IMTT - LEMONT, a Delaware general partnership By: ITT - LEMONT, INC. , a Louisiana corporation By: Name: Title: By: ITT - LEMONT STORAGE, INC., a Louisiana corporation By: Name: Title: SCHEDULE OF EXHIBITS Exhibit A Legal Description and Depiction of IMTT Leased Property Exhibit B Legal Description and Depiction of IMTT Property Exhibit C Description and/or Depiction of Village Leased Property Exhibit D Form of Lease Extension Agreement Exhibit E Form of Village Lease Agreement Exhibit F Depiction of Development Parcel and Restrictive Covenant Parcel Exhibit G Form of Declaration of Restrictive Covenant 6 EXHIBIT A Description and Depiction of IMTT Leased Property PARCEL 1: PARCEL 7 AS DEPICTED ON THAT CERTAIN PLAT OF SURVEY DATED FEBRUARY 14, 2002 PREPARED BY CHICAGO GUARANTEE SURVEY COMPANY AS ORDER NO. 109023 (THE "SURVEY "): LEASEHOLD ESTATE CREATED BY THAT CERTAIN INDENTURE OF LEASE MADE BY THE VILLAGE OF LEMONT, ILLINOIS, AS LESSOR, TO NORTH AMERICAN CAR CORPORATION, AS LESSEE, DATED DECEMBER 13, 1982, A COPY OF WHICH LEASE WAS RECORDED FEBRUARY 5, 1983 AS DOCUMENT R83 -08524 AND ASSIGNMENT OF LEASE TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO AS TRUSTEE UNDER TRUST AGREEMENT DATED JANUARY 24, 1983 AND KNOWN AS TRUST NUMBER 56766 RECORDED FEBRUARY 22, 1983 AS DOCUMENT R83- 09730. DEMISING AND LEASING FOR A TERM OF 19 YEARS AND 11 MONTHS BEGINNING SEPTEMBER 16, 1980 AND ENDING ON AUGUST 14, 2000, THE PREMISES DESCRIBED AS FOLLOWS: (EXCEPT THAT PART FALLING IN COOK COUNTY, ILLINOIS) THAT PART OF THE SOUTHERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL AND THE ILLINOIS AND MICHIGAN CANAL IN SECTION 14 AND SOUTH FRACTIONAL SECTION 15, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST LINE OF SAID SOUTH FRACTIONAL SECTION 15 AND THE SOUTHERLY LINE OF THE SOUTHERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL; THENCE SOUTHWESTERLY ON A CURVE CONVEX TO THE SOUTH HAVING A RADIUS OF 1300.97 FEET AND AN ARC DISTANCE OF 62.44 FEET ALONG THE SOUTHERLY LINE OF SAID SOUTHERLY RESERVE TO A POINT OF TANGENT; THENCE SOUTHWESTERLY 246.41 FEET ALONG LAST SAID SOUTHERLY LINE; THENCE NORTHWESTERLY 168.75 FEET ON A LINE NORMAL TO LAST SAID SOUTHERLY LINE 120 FEET SOUTHERLY AND PARALLEL TO THE NORTHERLY LINE OF THE NORTH RESERVE OF SAID ILLINOIS AND MICHIGAN CANAL; THENCE NORTHEASTERLY 246.41 FEET ON LAST SAID LINE TO A POINT ON CURVE; 7 THENCE CONTINUING ON LAST SAID LINE NORTHEASTERLY ON A CURVE CONVEX TO THE SOUTH HAVING A RADIUS OF 1132.9 FEET AND AN ARC DISTANCE OF 307.13 FEET TO A POINT OF TANGENT; THENCE CONTINUING ON LAST SAID LINE NORTHEASTERLY 577.14 FEET TO A LINE DRAWN SOUTHEASTERLY AT RIGHT ANGLES TO THE SOUTH LINE OF THE CHICAGO SANITARY AND SHIP CANAL FROM A POINT 1316.4 FEET NORTHEASTERLY OF THE INTERSECTION OF SAID LINE, THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 14 AS PRODUCED WEST; THENCE SOUTHEASTERLY 171.43 FEET ALONG LAST SAID LINE TO THE SOUTHERLY LINE OF THE SOUTHERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL; THENCE SOUTHERLY 607.35 FEET ALONG LAST SAID SOUTHERLY LINE TO A POINT OF CURVE; THENCE WESTERLY ON A CURVE CONVEX TO THE SOUTH HAVING A RADIUS OF 1300.97 FEET, AN ARC DISTANCE OF 290.53 FEET, ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING, ALL IN DUPAGE COUNTY, ILLINOIS. PIN.: [Part of 22 -15- 200 -010; 22 -14- 300 -027 & 22 -14- 100 -007] PARCEL 2: PARCEL 4 AS DEPICTED ON THE SURVEY: LEASEHOLD ESTATE CREATED BY THAT CERTAIN INDENTURE OF LEASE MADE BY THE VILLAGE OF LEMONT, ILLINOIS, AS LESSOR, TO NORTH AMERICAN CAR CORPORATION, AS LESSEE, DATED DECEMBER 13, 1982, A COPY OF WHICH LEASE WAS RECORDED JANUARY 28, 1983 AS DOCUMENT NUMBER 26,487,950 DEMISING AND LEASING FOR A TERM OF 19 YEARS AND 11 MONTHS BEGINNING SEPTEMBER 15, 1980 AND ENDING ON AUGUST 14, 2000, THE PREMISES DESCRIBED AS FOLLOWS: (EXCEPT THAT PART OF 7(A) FALLING IN DUPAGE COUNTY, ILLINOIS) (A) THAT PART OF THE SOUTHERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL AND THE ILLINOIS AND MICHIGAN CANAL IN SECTION 14 AND 8 SOUTH FRACTIONAL SECTION 15, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST LINE OF SAID SOUTH FRACTIONAL SECTION 15 AND THE SOUTHERLY LINE OF THE SOUTHERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL; THENCE SOUTHWESTERLY ON A CURVE CONVEX TO THE SOUTH HAVING A RADIUS OF 1300.97 FEET AND AN ARC DISTANCE OF 62.44 FEET ALONG THE SOUTHERLY LINE OF SAID SOUTHERLY RESERVE TO A POINT OF TANGENT; THENCE SOUTHWESTERLY 246.41 FEET ALONG LAST SAID SOUTHERLY LINE; THENCE NORTHWESTERLY 168.75 FEET ON A LINE NORMAL TO LAST SAID SOUTHERLY LINE TO A LINE 120 FEET SOUTHERLY AND PARALLEL TO THE NORTHERLY LINE OF THE NORTHERLY RESERVE OF SAID ILLINOIS AND MICHIGAN CANAL; THENCE NORTHEASTERLY 246.41 FEET ON LAST SAID LINE TO A POINT ON CURVE; THENCE CONTINUING ON LAST SAID LINE NORTHEASTERLY ON A CURVE CONVEX TO THE SOUTH HAVING A RADIUS OF 1132.04 FEET AND AN ARC DISTANCE OF 307.13 FEET TO A POINT OF TANGENT; THENCE CONTINUING ON LAST SAID LINE NORTHEASTERLY 577.14 FEET TO A LINE DRAWN SOUTHEASTERLY AT RIGHT ANGLES TO THE SOUTH LINE OF THE CHICAGO SANITARY AND SHIP CANAL FROM A POINT 1316.4 FEET NORTHEASTERLY OF THE INTERSECTION OF SAID LINE WITH THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 14 AS PRODUCED WEST; THENCE SOUTHEASTERLY 171.43 FEET ALONG LAST SAID LINE TO THE SOUTHERLY LINE OF THE SOUTHERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL; THENCE SOUTHWESTERLY 607.35 FEET ALONG LAST SAID SOUTHERLY LINE TO A POINT OF CURVE; THENCE WESTERLY ON A CURVE CONVEX TO THE SOUTH HAVING A RADIUS OF 1300.97 FEET AND AN ARC DISTANCE OF 290.53 FEET, ALONG LAST SAID SOUTHERLY LINE TO THE PLACE OF BEGINNING, ALL IN COOK COUNTY AND DUPAGE COUNTY, ILLINOIS. (B) THAT PART OF THE SOUTHERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL IN THE SOUTH FRACTIONAL SECTION 15, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: 9 COMMENCING AT THE INTERSECTION OF THE EAST LINE OF SAID SOUTH FRACTIONAL SECTION 15, AND THE SOUTHERLY LINE OF THE SOUTHERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL; THENCE SOUTHWESTERLY ON A CURVE CONVEX TO THE SOUTH HAVING A RADIUS OF 1300.07 FEET AND AN ARC DISTANCE OF 62.44 FEET ALONG THE SOUTHERLY LINE OF SAID SOUTHERLY RESERVE TO A POINT OF TANGENT; THENCE SOUTHWESTERLY 246.41 FEET ALONG LAST SAID SOUTHERLY LINE TO A PLACE OF BEGINNING; THENCE CONTINUING ALONG SAID SOUTHERLY LINE 320.06 FEET; THENCE NORTHWESTERLY 90 FEET ON A LINE NORMAL TO LAST SAID SOUTHERLY LINE TO THE NORTH LINE OF SAID SOUTHERLY RESERVE; THENCE NORTHEASTERLY 320.06 FEET ALONG LAST SAID NORTH LINE; THENCE SOUTHEASTERLY 90 FEET ON THE LINE NORMAL TO LAST SAID NORTH LINE TO THE PLACE OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS. THE AGGREGATE AREA OF PARCEL 4 (DUPAGE) AND PARCEL 7 IS 226,020 SQUARE FEET (5.1889 ACRES) OF LAND, MORE OR LESS. PIN: [10 -14- 103 -001 or 10-14-103-002] - DuPage 10 EXHIBIT B Description and Depiction of IMTT Property PARCELS 3AAND 3B AS DEPICTED ON THE SURVEY: THAT PART OF THE SOUTH FRACTIONAL QUARTER OF SECTION 15, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN (CONSISTING OF A PART OF EACH OF LOTS 1 AND 2 IN JOSEPH N. PEW'S DIVISION OF PART OF THAT PART OF SECTION 15, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING SOUTH OF THE ILLINOIS AND MICHIGAN CANAL), WHICH LIES SOUTHEASTERLY OF THE SOUTHEASTERLY LINE OF THE SOUTHEASTERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL AND NORTHWESTERLY OF THE NORTHWESTERLY LINE OF THE RIGHT OF WAY OF THE GULF, MOBILE AND OHIO RAILROAD COMPANY AS SAID RIGHT OF WAY IS DEFINED ON PLATS RECORDED WITH AND MADE A PART OF DEEDS RECORDED IN THE RECORDER'S OFFICE OF COOK COUNTY, ILLINOIS AS DOCUMENT NUMBER 17,918,608 AND NUMBER 18,715,067. EXCEPTING FROM THE ABOVE DESCRIBED PROPERTY THAT PART THEREOF CONVEYED TO THE UNITED STATES OF AMERICA BY DEED RECORDED IN COOK COUNTY, ILLINOIS ON MAY 24, 1957 AS DOCUMENT NUMBER 16,908,846 AND DESCRIBED IN SAID DEED AS FOLLOWS: THAT PART OF LOT 1 IN JOSEPH N. PEW'S DIVISION OF PART OF THAT PART OF SECTION 15, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING SOUTH OF THE ILLINOIS AND MICHIGAN CANAL, DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE GULF, MOBILE AND OHIO RAILROAD PRESENT NORTHWESTERLY RIGHT OF WAY LINE WITH THE EAST LINE OF SECTION 15, AFORESAID, SAID POINT BEING 1080.31 FEET NORTH OF THE SOUTHEAST CORNER THEREOF; THENCE SOUTHWESTERLY ALONG SAID PRESENT RIGHT OF WAY LINE, A DISTANCE OF 2474.73 FEET; THENCE NORTHEASTERLY ALONG A CURVED LINE, TANGENT TO SAID NORTHWESTERLY RIGHT OF WAY LINE, AND HAVING A RADIUS OF 11384.30 FEET, A DISTANCE OF 496.73 FEET; THENCE NORTHEASTERLY ALONG A STRAIGHT LINE, TANGENT TO THE AFORESAID CURVED LINE, A DISTANCE OF 2023.12 FEET TO A POINT ON THE EAST LINE OF THE AFORESAID SECTION 15; 11 THENCE SOUTH ALONG SAID EAST LINE, FORMING AN ANGLE OF 64 DEGREES, 01 MINUTES, 00 SECONDS WITH THE LAST DESCRIBED LINE, AS MEASURED COUNTER CLOCKWISE FROM THE SOUTHWEST TO THE SOUTH, A DISTANCE OF 108.03 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. CONTAINING 2,915,356 SQUARE FEET (66.9273 ACRES) OF LAND, MORE OR LESS. PIN: Part of 22 -15- 200 -017 12 EXHIBIT C Description - Depiction of Village Leased Property PARCEL 3A THAT PART OF THE SOUTH FRACTIONAL QUARTER OF SECTION 15, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN (CONSISTING OF A PART OF EACH OF LOTS 1 AND 2 IN JOSEPH N. PEW'S DIVISION OF PART OF THAT PART OF SECTION 15, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING SOUTH OF THE ILLINOIS AND MICHIGAN CANAL), WHICH LIES SOUTHEASTERLY OF THE SOUTHEASTERLY LINE OF THE SOUTHEASTERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL AND NORTHWESTERLY OF THE NORTHWESTERLY LINE OF THE RIGHT OF WAY OF THE GULF, MOBILE AND OHIO RAILROAD COMPANY AS SAID RIGHT OF WAY IS DEFINED ON PLATS RECORDED WITH AND MADE A PART OF DEEDS RECORDED IN THE RECORDER'S OFFICE OF COOK COUNTY, ILLINOIS AS DOCUMENT NUMBER 17,918,608 AND NUMBER 18,715,067. EXCEPTING FROM THE ABOVE DESCRIBED PROPERTY THAT PART THEREOF CONVEYED TO THE UNITED STATES OF AMERICA BY DEED RECORDED IN COOK COUNTY, ILLINOIS ON MAY 24, 1957 AS DOCUMENT NUMBER 16,908,846 AND DESCRIBED IN SAID DEED AS FOLLOWS: THAT PART OF LOT 1 IN JOSEPH N. PEW'S DIVISION OF PART OF THAT PART OF SECTION 15, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING SOUTH OF THE ILLINOIS AND MICHIGAN CANAL, DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE GULF, MOBILE AND OHIO RAILROAD PRESENT NORTHWESTERLY RIGHT OF WAY LINE WITH THE EAST LINE OF SECTION 15, AFORESAID, SAID POINT BEING 1080.31 FEET NORTH OF THE SOUTHEAST CORNER THEREOF; THENCE SOUTHWESTERLY ALONG SAID PRESENT RIGHT OF WAY LINE, A DISTANCE OF 2474.73 FEET; THENCE NORTHEASTERLY ALONG A CURVED LINE, TANGENT TO SAID NORTHWESTERLY RIGHT OF WAY LINE, AND HAVING A RADIUS OF 11384.30 FEET, A DISTANCE OF 496.73 FEET; THENCE NORTHEASTERLY ALONG A STRAIGHT LINE, TANGENT TO THE AFORESAID CURVED LINE, A DISTANCE OF 2023.12 FEET TO A POINT ON THE EAST LINE OF THE AFORESAID SECTION 15; 13 THENCE SOUTH ALONG SAID EAST LINE, FORMING AN ANGLE OF 64 DEGREES, 01 MINUTES, 00 SECONDS WITH THE LAST DESCRIBED LINE, AS MEASURED COUNTER CLOCKWISE FROM THE SOUTHWEST TO THE SOUTH, A DISTANCE OF 108.03 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. EXCEPTING THEREFROM THAT PART THEREOF LYING NORTHEASTERLY OF A LINE PARALLEL WITH AND 1740.67 FEET SOUTHWESTERLY FROM THE SOUTHWESTERLY LINE OF THE PROPERTY CONVEYED TO NORTHERN ILLINOIS GAS COMPANY BY DEED RECORDED IN THE RECORDER'S OFFICE OF COOK COUNTY, ILLINOIS, ON MAY 2, 1963, AS DOCUMENT NO. 18,785,599. CONTAINING 1,130,105 SQUARE FEET (25.9436 ACRES) OF LAND, MORE OR LESS. PIN: Part of 22 -15- 200 -017 14 EXHIBIT D Form of IMTT Lease Extension Agreement Document No. 308852 15 EXHIBIT E Form of Village Lease Agreement Document No. 310558 16 EXHIBIT F Depiction of Development Parcel and Restrictive Covenant Parcel Parcel 3B on the Survey 17 Exhibit G Form of Declaration of Restrictive Covenant Document No. 308711 18 RoMaY 1 �U' 3EiU i�1;« !L'NIUNUHJULUS & `L FIU :/3 RightFAX Exhibit T) LEASE EXTENSION AGREEIVIKNT r '1�1,'i �; I_i44 This Lease Extension Agreement is dated as of the day of Appilbliy, 2003 by and between IMTT - Lemont, a Delaware general partnership ( "Tenant ") and the Village of Lemont, an Illinois municipal corporation ("Landlord"). Recitals WHEREAS, Landlord and North America Car Corporation (the "Initial Tenant ") entered into a certain Lease dated December 13, 1982 for certain property containing 5,1889 acres legally described on Exhibit A attached hereto and made a part hereof (the "Leased Premises ") which Lease has been amended and extended from time to time (which Lease extensions and amendments thereto shall be collectively referred to as the "Lease "); WHEREAS, Tenant has succeeded to the interest of the Initial Tenant under the Lease pursuant to an Assignment and Assumption of Village of Lemont Lease dated as of August 11, 1997; WHEREAS, Landlord and Tenant have agreed to extend the term of the Lease in accordance with terms and provisions contained herein. NOW THEREFORE, in consideration of the premises contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows: 1, Lease Term: The lease term is extended for a nineteen (19) year period from August 1, 2003 until July 31, 2022 except as provided in the Lease or the Agreement to Lease, by and between Landlord and Tenant, 2. Annul Rend, Paragraph 2 of the Lease is deleted in its entirety and the base annual rental for the Leased Premises shall be One Dollar ($1.00) effective as of August 1, 2003. 3. jecalculation of Rent: Section 12 of the Lease is hereby deleted in its entirety, 4. lnsuranc i In mince Coverage. During a Trim Tenant s acceptahle to • 1I 4 1 1 '. 1 1 a. • M1 ♦ 1 • , . ! - • •- . ,1 1 . _ • • / • • !. , s . 1•1 111 • •- •• •. ! • • •-. !._•- _.!_.�_�_ •.'•.•• ;'ft! 1 1 • •.1.♦•. e • • • 1'. s! • t• • • ,•!'mil_. ► •3 -.1 .1 =1 111 to_ •- a•L'vi 1.u% ". • 1 • ♦• • • 3 . ! • - • • l-.! 1 . 1 f ► -! • _ : • !,. Am. ..Such policy shall 1 i'i • IS ■ . be _reAannabiy a4justed by Landlord from tim` to time Tenant Iiha11 fiirther cause its t323.34∎000021CH308852.D00-2 RtioNGV !L,'I IJN(? OLL 5 & ;KIEL �s /3 PwightFAX 044 insurance agent to name Landlord as an additional insured on insurance policies, if any, obtained by Tenant, providing coverage for environmental contamination of the Leased Premises, and to the extent such coverage is maintained by Tenant, Tenant shall provide Landlord with copies of certificates of insurance. Lanord certificates of the insu tive d reenre days prior written noticetice to L nd�ord- Tr. an - aiso s Ali deliver to Landlo feast thirty - 0 da . . • •14- • • .f 5 Fun Force d Effect; Except as set forth herein, the terms and provisions of the lease shall remain in Full Force and Effect. 6. Qunterpark: This Agreement Tray be executed in counterparts, each of which taken together shall constitute an original document, 7. Notices; All notices, demands and communications required or which either party desires to give or make hereunder shall be in writing signed by or on behalf of the party giving or making the same and may be served personally, by overnight courier, or by United States registered or certified mail, return receipt requested: To the Village: The Village of Lemont 418 Main Street. Lemont, IL 60439 Attention: Mayor copy to; John Antonopoulos Antonopoulos & Virtel, PC 15419 127th Street, Suite 100 Lemont, IL 60439 To Purchaser: IMTT- Lemont 13589 Main Street P.0, Box 727 Lemont, EL 60439 Attention: Facility Manager IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the first date written above. ATTES /J ar ene By: Title: Village Smollen Clerk THE VILLAGE OF LEMONT, an Illinois munici.al corporation By: N Titl :May F. Piazza �J IMTT - LEMONT, a Delaware general partnership By: ITT - LEMONT, INC. , a Louisiana corporation By: Name: Title: By: ITT - LEMONT STORAGE, INC., a Louisiana corporation 3 By: Name: Title: EXHIBIT A Legal Description of the Leased Premises Parcel 1 That certain real property located in DuPage County described as follows: LEASEHOLD ESTATE CREATED BY THAT CERTAIN INDENTURE OF LEASE MADE BY THE VILLAGE OF LEMONT, ILLINOIS, AS LESSOR, TO NORTH AMERICAN CAR CORPORATION, AS LESSEE, DATED DECEMBER 13, 1982, A COPY OF WHICH LEASE WAS RECORDED FEBRUARY 5, 1983 AS DOCUMENT R83 -08524 AND ASSIGNMENT OF LEASE TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO AS TRUSTEE UNDER TRUST AGREEMENT DATED JANUARY 24, 1983 AND KNOWN AS TRUST NUMBER 56766 RECORDED FEBRUARY 22, 1983 AS DOCUMENT R83- 09730. DEMISING AND LEASING FOR A TERM OF 19 YEARS AND 11 MONTHS BEGINNING SEPTEMBER 16, 1980 AND ENDING ON AUGUST 14, 2000, THE PREMISES DESCRIBED AS FOLLOWS: (EXCEPT THAT PART FALLING IN COOK COUNTY, ILLINOIS) THAT PART OF THE SOUTHERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL AND THE ILLINOIS AND MICHIGAN CANAL IN SECTION 14 AND SOUTH FRACTIONAL SECTION 15, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST LINE OF SAID SOUTH FRACTIONAL SECTION 15 AND THE SOUTHERLY LINE OF THE SOUTHERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL; THENCE SOUTHWESTERLY ON A CURVE CONVEX TO THE SOUTH HAVING A RADIUS OF 1300.97 FEET AND AN ARC DISTANCE OF 62.44 FEET ALONG THE SOUTHERLY LINE OF SAID SOUTHERLY RESERVE TO A POINT OF TANGENT; THENCE SOUTHWESTERLY 246.41 FEET ALONG LAST SAID SOUTHERLY LINE; THENCE NORTHWESTERLY 168.75 FEET ON A LINE NORMAL TO LAST SAID SOUTHERLY LINE 120 FEET SOUTHERLY AND PARALLEL TO THE NORTHERLY LINE OF THE NORTH RESERVE OF SAID ILLINOIS AND MICHIGAN CANAL; THENCE NORTHEASTERLY 246.41 FEET ON LAST SAID LINE TO A POINT ON CURVE; THENCE CONTINUING ON LAST SAID LINE NORTHEASTERLY ON A CURVE CONVEX TO THE SOUTH HAVING A RADIUS OF 1132.9 FEET AND AN ARC DISTANCE OF 307.13 FEET TO A POINT OF TANGENT; THENCE CONTINUING ON LAST SAID LINE NORTHEASTERLY 577.14 FEET TO A LINE DRAWN SOUTHEASTERLY AT RIGHT ANGLES TO THE SOUTH LINE OF THE CHICAGO SANITARY AND SHIP CANAL FROM A POINT 1316.4 FEET NORTHEASTERLY OF THE INTERSECTION OF SAID LINE, THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 14 AS PRODUCED WEST; THENCE SOUTHEASTERLY 171.43 FEET ALONG LAST SAID LINE TO THE SOUTHERLY LINE OF THE SOUTHERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL; THENCE SOUTHERLY 607.35 FEET ALONG LAST SAID SOUTHERLY LINE TO A POINT OF CURVE; THENCE WESTERLY ON A CURVE CONVEX TO THE SOUTH HAVING A RADIUS OF 1300.97 FEET, AN ARC DISTANCE OF 290.53 FEET, ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING, ALL IN DUPAGE COUNTY, ILLINOIS. Parcel 2 That certain real property located in Cook County described as follows: LEASEHOLD ESTATE CREATED BY THAT CERTAIN INDENTURE OF LEASE MADE BY THE VILLAGE OF LEMONT, ILLINOIS, AS LESSOR, TO NORTH AMERICAN CAR CORPORATION, AS LESSEE, DATED DECEMBER 13, 1982, A COPY OF WHICH LEASE WAS RECORDED JANUARY 28, 1983 AS DOCUMENT NUMBER 26,487,950 DEMISING AND LEASING FOR A TERM OF 19 YEARS AND 11 MONTHS BEGINNING SEPTEMBER 15, 1980 AND ENDING ON AUGUST 14, 2000, THE PREMISES DESCRIBED AS FOLLOWS: (EXCEPT THAT PART OF 7(A) FALLING IN DUPAGE COUNTY, ILLINOIS) (A) THAT PART OF THE SOUTHERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL AND THE ILLINOIS AND MICHIGAN CANAL IN SECTION 14 AND SOUTH FRACTIONAL SECTION 15, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST LINE OF SAID SOUTH FRACTIONAL SECTION 15 AND THE SOUTHERLY LINE OF THE SOUTHERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL; THENCE SOUTHWESTERLY ON A CURVE CONVEX TO THE SOUTH HAVING A RADIUS OF 1300.97 FEET AND AN ARC DISTANCE OF 62.44 FEET ALONG THE SOUTHERLY LINE OF SAID SOUTHERLY RESERVE TO A POINT OF TANGENT; LINE; THENCE SOUTHWESTERLY 246.41 FEET ALONG LAST SAID SOUTHERLY Page 2 of Exhibit A THENCE NORTHWESTERLY 168.75 FEET ON A LINE NORMAL TO LAST SAID SOUTHERLY LINE TO A LINE 120 FEET SOUTHERLY AND PARALLEL TO THE NORTHERLY LINE OF THE NORTHERLY RESERVE OF SAID ILLINOIS AND MICHIGAN CANAL; THENCE NORTHEASTERLY 246.41 FEET ON LAST SAID LINE TO A POINT ON CURVE; THENCE CONTINUING ON LAST SAID LINE NORTHEASTERLY ON A CURVE CONVEX TO THE SOUTH HAVING A RADIUS OF 1132.04 FEET AND AN ARC DISTANCE OF 307.13 FEET TO A POINT OF TANGENT; THENCE CONTINUING ON LAST SAID LINE NORTHEASTERLY 577.14 FEET TO A LINE DRAWN SOUTHEASTERLY AT RIGHT ANGLES TO THE SOUTH LINE OF THE CHICAGO SANITARY AND SHIP CANAL FROM A POINT 1316.4 FEET NORTHEASTERLY OF THE INTERSECTION OF SAID LINE WITH THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 14 AS PRODUCED WEST; THENCE SOUTHEASTERLY 171.43 FEET ALONG LAST SAID LINE TO THE SOUTHERLY LINE OF THE SOUTHERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL; THENCE SOUTHWESTERLY 607.35 FEET ALONG LAST SAID SOUTHERLY LINE TO A POINT OF CURVE; THENCE WESTERLY ON A CURVE CONVEX TO THE SOUTH HAVING A RADIUS OF 1300.97 FEET AND AN ARC DISTANCE OF 290.53 FEET, ALONG LAST SAID SOUTHERLY LINE TO THE PLACE OF BEGINNING, ALL IN COOK COUNTY AND DUPAGE COUNTY, ILLINOIS. (B) THAT PART OF THE SOUTHERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL IN THE SOUTH FRACTIONAL SECTION 15, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE EAST LINE OF SAID SOUTH FRACTIONAL SECTION 15, AND THE SOUTHERLY LINE OF THE SOUTHERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL; THENCE SOUTHWESTERLY ON A CURVE CONVEX TO THE SOUTH HAVING A RADIUS OF 1300.07 FEET AND AN ARC DISTANCE OF 62.44 FEET ALONG THE SOUTHERLY LINE OF SAID SOUTHERLY RESERVE TO A POINT OF TANGENT; THENCE SOUTHWESTERLY 246.41 FEET ALONG LAST SAID SOUTHERLY LINE TO A PLACE OF BEGINNING; THENCE CONTINUING ALONG SAID SOUTHERLY LINE 320.06 FEET; Page 3 of Exhibit A THENCE NORTHWESTERLY 90 FEET ON A LINE NORMAL TO LAST SAID SOUTHERLY LINE TO THE NORTH LINE OF SAID SOUTHERLY RESERVE; THENCE NORTHEASTERLY 320.06 FEET ALONG LAST SAID NORTH LINE; THENCE SOUTHEASTERLY 90 FEET ON THE LINE NORMAL TO LAST SAID NORTH LINE TO THE PLACE OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS. THE AGGREGATE AREA OF PARCEL 4 (DUPAGE) AND PARCEL 7 IS 226,020 SQUARE FEET (5.1889 ACRES) OF LAND, MORE OR LESS. Page 4 of Exhibit A DRAFT 3/28/03 EXHIBIT E LEASE AGREEMENT THIS LEASE AGREEMENT (this "Lease ") is made as of the day of April, 2003, between IMTT- Lemont, a Delaware corporation ( "Landlord "), and Village of Lemont, an Illinois municipal corporation ( "Tenant "). In consideration of the mutual agreements contained in this Lease and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord leases to Tenant that certain real property located in the Village of Lemont, Cook County, Illinois, more particularly described in Exhibit A attached hereto and made a part hereof, together with all easements, rights and privileges appurtenant thereto (the "Leased Premises "). Subject to the provisions set forth in Section 3.1 below, the Leased Premises do not include any improvements constructed on the Leased Premises by Tenant, and all of such improvements located on the Leased Premises shall be and remain the property of Tenant during the Term. The Leased Premises are leased subject to the following (the "Permitted Encumbrances "): (a) rights of the public in streets and highways adjoining Leased Premises, if any; (b) zoning and building laws, ordinances, resolutions and regulations; (c) real estate taxes and assessments for public improvements which are not delinquent and not yet due and payable; (d) set back lines, easements, rights of way, encroachments, boundary line disputes and other matters which would be disclosed by an accurate survey and inspection of the Leased Premises; and (e) all easements, rights of way, agreements, covenants and restrictions of record. THIS LEASE is made upon the following terms and conditions: SECTION 1. TERM. 1.1 Term. Subject to earlier termination, the term of this Lease (the "Term ") shall be nineteen (19) years commencing on August 1, 2003 (the "Commencement Date "), and ending on July 31, 2022. SECTION 2. RENT. 2.1 Base Rent. Tenant shall pay to Landlord as rent (the "Base Rent ") for the Leased Premises an annual payment of One Dollar ($1.00). SECTION 3. CONSTRUCTION OF IMPROVEMENTS; ALTERATIONS. 3.1 Alterations. At any time during the Term, Tenant, at its sole expense, may make improvements, provided that (i) with respect to permanent improvements, alterations and additions, Tenant shall first obtain Landlord's prior written consent, which consent shall not be unreasonably withheld; and (ii) the improvements, additions and alterations, if any, shall be constructed expeditiously with good materials in a good and workmanlike manner and in \32134 \00002 \CH31055 8.DOC -4 accordance with all requirements imposed by law, code or ordinance. All alterations and additions made in accordance with this Section remain the property of Tenant during the Term but shall become the property of Landlord, at Landlord's option, upon the expiration of the Term. Notwithstanding anything to the contrary contained herein, Tenant may construct picnic shelters, washrooms, fire pits, gravel trails for pedestrian and bicycle use, and camping shelters without the consent of Landlord. 3.2 Zoning and Permits. Tenant, at its sole cost and expense, shall be responsible for and shall obtain all governmental permits and approvals necessary or appropriate for the construction of any improvements, including, but not limited to all approvals required under zoning and land use laws and ordinances applicable to the Leased Premises, all building permits and approvals necessary for the construction of such improvements and tap permits, if any, for water and sanitary sewer services to the Leased Premises. 3.3 Barrier The parties agree to jointly construct a barrier of a type agreed to by the parties along the easterly boundary of the Leased Premises to restrict access to other property owned by Landlord. SECTION 4. REPAIR AND MAINTENANCE. Throughout the Term, Tenant, at its sole cost and expense, shall keep and maintain the Property in good repair and condition and shall make all repairs, replacements and renewals, foreseen or unforeseen, ordinary or extraordinary, necessary to put or maintain the Property in such state of repair and condition. Landlord shall not be required to maintain, repair or rebuild all or any part of the Property. Tenant shall keep the Property in a safe and sanitary condition as required by all applicable governmental laws, codes, and regulations. SECTION 5. MECHANICS' LIENS. Tenant will not create or permit to be created or to remain, and will promptly discharge, at its sole cost and expense, any lien, encumbrance or charge upon the Property, any part thereof or upon Tenant's leasehold interest, which arises out of the use or occupancy of the Property by Tenant or by reason of any labor or materials furnished or claimed to have been furnished to Tenant or by reason of any construction, addition, alteration or repair of any part of the Property. If any such lien is filed against the Property, Tenant shall, within thirty (30) days after notice of the filing thereof cause such lien to be released or discharged with respect to the Property by payment or bonding. SECTION 6. TAXES, ASSESSMENTS AND OTHER CHARGES. Tenant shall pay, prior to delinquency all taxes, assessments, levies, fees, fines, penalties and all other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, if any, which are during the Term hereof imposed or levied upon or assessed against the Leased Premises, generated or assessed as the result of the construction of any buildings, structures or other improvements made on or to the Leased Premises, including those that relate to an increase in the level of assessment of the Leased Premises, or which arise -2- in connection with the operation, possession or use of the Leased Property by Tenant. In addition, Tenant shall be responsible for all real estate taxes assessed against the Leased Premises in the event that the condition set forth in Section 7 of the Agreement to Lease dated as of the date hereof between Landlord and Tenant is met. If Tenant fails to pay any of the foregoing before they become delinquent, Landlord, after notice to Tenant, may pay such delinquent taxes, assessments, levies, fees, fines, penalties and governmental charges, and all expenditures and costs incurred thereby shall be payable as additional rent hereunder within thirty (30) days after such notice to Tenant. If the Leased Premises or any portion thereof are included in a tax parcel with other properties, Tenant shall be responsible for only that portion of taxes and assessments allocated to the Leased Premises, as determined in Landlord's reasonable judgment. Tenant's obligations under this Section shall survive the expiration or termination of this Lease. Landlord and Tenant shall cooperate in connection with any complaint requested by either party in order to contest any assessment of the Leased Premises and the parties shall equitably prorate the costs incurred in connection with any such complaint. SECTION 7. UTILITIES. Tenant at its sole cost and expense shall obtain and promptly pay for all utility services furnished to or consumed on the Leased Premises, if any, including, but not limited to, electricity, gas, water, sewer, heat, telephone, garbage collection, and all charges related to any of these services. SECTION 8. INDEMNIFICATION, PUBLIC LIABILITY AND PROPERTY DAMAGE. 8.1 Indemnification. Tenant shall defend all actions against Landlord and any officer, director, partner or shareholder of Landlord (collectively the "Indemnified Parties "), with respect to, and shall pay, protect, indemnify and save harmless the Indemnified Parties against, any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees and expenses of litigation) of any nature (collectively, "Liabilities "), (a) to which any of the Indemnified Parties is subject because of Landlord's estate in the Leased Premises, or (b) arising from (i) injury to or death of any person, or damage to or loss of property, on the Leased Premises or connected with the use, condition or occupancy of the Leased Premises, (ii) Tenant's violation of this Lease, or (iii) any negligent act or omission of Tenant or its agents, contractors, licensees, subtenants, or invitees. 8.2 Liability Insurance. During the Term, Tenant shall provide and keep in force, at its sole cost and expense, with responsible insurance companies reasonably acceptable to Landlord, comprehensive general liability insurance covering the Property and providing coverage with limits of liability of not less than $2,000,000 for personal injury to or death of any one person, $2,000,000 for personal injury to or death of any group of persons as a result of one accident, and $500,000 for property damage. Such policy shall name Landlord as an additional insured. The amounts of said types of such coverage may be reasonably adjusted by Landlord from time to time. 8.3 Certificates. Prior to the Commencement Date, Tenant shall deliver to Landlord certificates of the insurance required under Section 8 of this Lease. Each certificate -3- shall provide that the insurer will not cancel the policy except after thirty (30) days prior written notice to Landlord. Tenant also shall deliver to Landlord at least thirty (30) days prior to the expiration date of each policy or policies (or of any renewal policy or policies), certificates for the renewal policies of that insurance. SECTION 9. CONDEMNATION AND CASUALTY. 9.1 Casualty. If any improvements shall be damaged or rendered wholly or partially untenantable by fire or other casualty during the Term, this Lease shall remain in full force and effect, whether the Property is tenantable or not. 9.2 Condemnation. If all or a material portion of the Leased Premises shall be taken by condemnation or other eminent domain proceedings pursuant to any law, general or special, by an authority ( "Condemning Authority ") having the power of eminent domain, or is sold to a Condemning Authority under threat of the exercise of that power, Tenant may, at its option, terminate this Lease. Any award or compensation paid on account of any taking or sale described in this Section 9.2 shall be the property of Landlord. SECTION 10. ASSIGNMENT AND SUBLETTING; SALE AND LEASING OF IMPROVEMENTS. 10.1 Tenant shall not assign this Lease or any interest in this Lease, sublet all or substantially all of the Leased Premises (in a single transaction or series of related transactions with the same or related tenant), sell, contract to sell, lease or sublease all or substantially all of the improvements, if any, or permit any assignment of any such lease or sublease, in each instance, without Landlord's prior written consent which Landlord may withhold in its sole consent unless the assignee is a public agency affiliated with the Village of Lemont, is responsible for maintaining open space property, and assumes the obligations hereunder, in which case, such consent shall not be unreasonably withheld. Any such assignment, sublease, lease, contract to sell, sale or other conveyance in violation of the foregoing shall be void. SECTION 11. TENANT'S DEFAULTS; REMEDIES. 11.1 Default. If one or more of the following events ( "defaults ") shall happen and be continuing: (a) Tenant fails to pay all or any portion of Base Rent when due or if Tenant fails to pay when due any other amount to be paid under this Lease by Tenant and the failure continues for ten days after written notice from Landlord; (b) Tenant fails to perform or observe any other covenant or condition to be performed or complied with by Tenant under this Lease, and the failure continues for thirty (30) days after written notice by Landlord to Tenant; or, if the default complained of is not a monetary default and is of such a nature that it cannot reasonably be completely cured or remedied within such 30 -day period, Tenant fails to commence to cure the default during the 30 -day period, or does not thereafter, diligently prosecute such remedy or cure to completion; (c) Tenant condemns or changes the zoning on all or any portion of the property owned or leased by IMTT within One Thousand Seven Hundred and Forty -One (1,741) feet of easterly boundary of the Leased Premises without Landlord's consent; or (d) Tenant terminates the Lease between Landlord, as tenant, and Tenant, as landlord, for the 5.1889 acre -4- parcel. In any of those events, Landlord shall have the right, at its option, then or at any time while the default continues, to give a written notice specifying a date on which this Lease shall terminate, and on that date, this Lease shall terminate and expire. 11.2 Reentry. If any such default shall have occurred and be continuing, and whether or not Landlord shall have terminated this Lease, Landlord may re -enter and take complete and peaceful possession of the Property and, with or without process of law, remove all persons and all furniture, fixtures, equipment and other personal property located on the Property and owned or leased from third parties by Tenant, by force or otherwise, without being liable in damages for these actions. In such event, Tenant shall peacefully and quietly yield up and surrender the Property to Landlord and remain liable to Landlord for all losses and damages sustained by reason of the default. 11.3 Remedies Not Exclusive. No right or remedy conferred upon or reserved to Landlord in this Lease is intended to be exclusive of any other right or remedy. Each and every right and remedy shall be cumulative and in addition to any other right or remedy given under this Lease or existing at law or in equity, including but not limited to the right to specifically enforce the provisions of this Lease. 11.4 Right to Cure Defaults. If Tenant shall fail to make any payment of taxes, assessments or other charges, maintain required insurance coverages, or perform any other act required to be made or performed under this Lease, Landlord, without waiving or releasing any obligation or default, may (but shall be under no obligation to) upon reasonable notice to Tenant, make the payment or perform the act for the account and at the expense of Tenant. All sums so paid by Landlord shall constitute additional rent and shall be paid by Tenant to Landlord on demand. SECTION 12. HOLDING OVER. A holding over beyond the expiration of the Term shall operate as an extension of this Lease from month to month on the same terms and conditions in effect immediately prior to the expiration. The extended term may be terminated either by Landlord or Tenant by giving thirty (30) days written notice to the other. SECTION 13. SURRENDER. At the expiration or earlier termination of the Term, Tenant shall yield the Leased Premises to Landlord in good order and repair. Except as otherwise provided in this Lease, the improvements, if any, made by or for Tenant, at Landlord's option, and any other leasehold improvements shall become the sole property of Landlord at the expiration of the term without any compensation to Tenant or Tenant shall be required to remove such improvements upon the expiration of the Term. By expiration or earlier termination of this Lease, Tenant may remove any of Tenant's trade fixtures, furniture, furnishings, and other personal property from the Property and Tenant shall repair any damage which may result to the Property from such removal. In the event Tenant fails to remove those items, the items shall be deemed abandoned and shall be the property of Landlord. -5- SECTION 14. QUIET ENJOYMENT AND TITLE. So long as Tenant pays the rent and performs Tenant's covenants, Tenant shall peacefully and quietly hold the Leased Premises throughout the Term free from hindrance or molestation by Landlord and others claiming by, through, or under the Landlord, but subject, however, to the Permitted Encumbrances and the terms of this Lease. SECTION 15. NOTICES. 15.1 Notice Procedure. Any notice required or permitted to be given to a party under the provisions of this Lease shall be in writing and shall be deemed given if sent by nationally- recognized overnight air courier, or if mailed by certified or registered United States mail, postage prepaid, return receipt requested, addressed as follows: Landlord: IMTT Lemont 13589 Main Street P.O. Box 727 Lemont, Illinois 60439 Attention: Facility Manager Tenant: The Village of Lemont 418 Main Street Lemont, Illinois 60439 Attention: Mayor 15.2 Change of Address. Either party may, from time to time, change its notice address by written notice to the other party at its then - current mailing address, in accordance with the provisions of this section. SECTION 16. USE OF THE PROPERTY. The use of the Leased Premises shall be limited to open space purposes and for no other purpose without Landlord's prior written consent which may be withheld in Landlord's sole discretion. SECTION 17. COUNTERPARTS. This Lease may be executed by Landlord and Tenant in one or more counterparts. SECTION 18. GOVERNING LAW. This Lease shall be governed, construed and enforced in accordance with the laws of the State of Illinois. SECTION 19. HEADINGS, MEANING OF WORDS. The headings used in this Lease are inserted for convenience and are not to be considered in the construction of the provisions of this Lease. This Lease may be amended or modified only in writing signed by both parties. [ The remainder of this page is intentionally blank. ATTEST y: Charlene Smollen Title: Village Clerk This Lease Agreement is signed as of the day and year first written above. LANDLORD: IMTT - LEMONT, a Delaware general partnership By: ITT - LEMONT, INC. , a Louisiana corporation By: Name: Title: By: ITT - LEMONT STORAGE, INC., a Louisiana corporation By: Name: Title: TENANT: VILLAGE OF LEMONT, an Illinois municipal Aio, , . oration SaLimaglariiibmii4V%L By: N e: Jo tle: M F. Piazza or DRAFT 3/28/03 EXHIBIT A Leased Premises PARCEL 3A AS DEPICTED ON THAT PLAT OF SURVEY DATED FEBRUARY 14, 2002 PREPARED BY CHICAGO GUARANTEE SURVEY COMPANY AS ORDER NO. 109023. \32134 \00002 \CH310558.D0C -4 DRAFT 3/28/03 Exhibit G DECLARATION OF RESTRICTIVE COVENANT THIS DECLARATION OF RESTRICTIVE COVENANTS is dated as of the day of , 2003, made by IMTT - LEMONT, a Delaware general partnership ( "Owner ") RECITALS WHEREAS, Owner is the title holder of certain real property located in the Village of Lemont containing approximately thirty (30) acres which is depicted and legally described on Exhibit A attached hereto and made a part hereof (the "Premises "); WHEREAS, the Village of Lemont (the "Village ") is the tenant of the real property located in Lemont, containing 25.9436 acres which is immediately west of the Premises and which is depicted and legally described on Exhibit B attached hereto and made a part hereof (the "Adj acent Premises "); WHEREAS, Owner intends that the use of the Premises be restricted pursuant to this Declaration and desires to establish during the term of this Declaration the use of the Premises in accordance with the provisions contained herein. NOW THEREFORE, Owner hereby declares that the Premises is subject to and shall be transferred, held, sold, leased and conveyed subject to the terms contained herein. 1. Restrictive Covenant. Owner will not construct or permit to be constructed, any buildings, storage tanks, structures or other permanent improvements intended for commercial or industrial use on the Premises without the consent of the Village. Notwithstanding anything to 132134 \00002 \CH308711.D0C -5 the contrary contained herein, Owner may utilize the Premises for open space, a park, a garden and other recreational uses and may construct fences or other barriers between the Premises and other real property owned by Owner, and may construct on the Premises permanent improvements for uses other than commercial or industrial use, without the consent of the Village. 2. Enforcement. In the event a violation or breach by Owner of the terms and provisions of this Declaration, the Village and only the Village shall have the right to specifically enforce the provisions of this Declaration or to obtain a permanent or temporary injunction, restraining such actions by Owner without posting of any bond during the term of this Declaration. 3. Access Limited. Notwithstanding anything to the contrary contained herein, the general public shall not be permitted access to the Premises without the prior written consent of the Owner, it being the intention of the Owner and the Village that all access shall be subject to the invitation or permission of the Owner. 4. Notices. Notice to be given to the Owner shall be given as follows or as otherwise directed by Owner: IMTT- Lemont 13589 Main Street P.O. Box 727 Lemont, Illinois 60439 Attn: Facility Manager Notices to the Village shall be sent to the attention of the Mayor at the Lemont Village Hall or as otherwise directed by the Village. Notice shall be given by certified mail return receipt requested, personal delivery or overnight courier. Notice shall be deemed effective upon delivery. 5. Term of Declaration. The restrictive covenant contained herein shall run with the land and be binding upon the Owner and any subsequent Owner so long as Owner, as a successor in interest, leases or owns that certain 5.1889 acre parcel currently owned by the Village and leased to the Owner which parcel is depicted on Exhibit C attached hereto and made a part hereof. 6. Modification or Amendment. Subject to the provisions contained herein, this Declaration may only be modified, amended or terminated with the express written agreement of the Owner and the Village. 7. Governing Law. This Declaration shall be construed and applied in accordance with the laws of the State of Illinois. 2 IN WITNESS WHEREOF, the undersigned has caused this Declaration to be executed as of the first day written above. OWNER: IMTT - LEMONT, a Delaware general partnership By: ITT - LEMONT, INC., a Louisiana corporation By: Name: Title: BY: ITT - LEMONT STORAGE, INC., a Louisiana corporation By: Name: Title: 3 STATE OF COUNTY OF ) SS I, , a notary public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that , personally known to me to be the of ITT - Lemont, Inc., a Louisiana corporation, and personally known to me to be the of ITT - Lemont Storage, Inc., a Louisiana corporation, which corporations are the general partners of IMTT - LEMONT, a Delaware general partnership, and whose names are subscribed to the foregoing instrument, appeared before me this day in person and acknowledged as such and that they signed and delivered the foregoing instrument as free and voluntary act, and as the free and voluntary act and deed of said corporations as general partners of said partnership for the uses and purposes therein set forth. GIVEN under my hand and official seal, this day of , 2003. NOTARY PUBLIC My commission expires 4 DRAFT 3/28/03 • EXHIBIT A Legal Description and Depiction of the Premises [Legal Description to be Revised after receipt of Revised Survey] The Southwesterly 30+ Acres of the following described parcel PARCEL 3B THAT PART OF THE SOUTH FRACTIONAL QUARTER OF SECTION 15, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN (CONSISTING OF A PART OF EACH OF LOTS 1 AND 2 IN JOSEPH N. PEW'S DIVISION OF PART OF THAT PART OF SECTION 15, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING SOUTH OF THE ILLINOIS AND MICHIGAN CANAL), WHICH LIES SOUTHEASTERLY OF THE SOUTHEASTERLY LINE OF THE SOUTHEASTERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL AND NORTHWESTERLY OF THE NORTHWESTERLY LINE OF THE RIGHT OF WAY OF THE GULF, MOBILE AND OHIO RAILROAD COMPANY AS SAID RIGHT OF WAY IS DEFINED ON PLATS RECORDED WITH AND MADE A PART OF DEEDS RECORDED IN THE RECORDER'S OFFICE OF COOK COUNTY, ILLINOIS AS DOCUMENT NUMBER 17918608 AND NUMBER 18715067. EXCEPTING FROM THE ABOVE DESCRIBED PROPERTY THAT PART THEREOF CONVEYED TO THE UNITED STATES OF AMERICA BY DEED RECORDED IN COOK COUNTY, ILLINOIS ON MAY 24, 1957 AS DOCUMENT NUMBER 16908846 AND DESCRIBED IN SAID DEED AS FOLLOWS: THAT PART OF LOT 1 IN JOSEPH N. PEW'S DIVISION OF PART OF THAT PART OF SECTION 15, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING SOUTH OF THE ILLINOIS AND MICHIGAN CANAL, DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE GULF, MOBILE AND OHIO RAILROAD PRESENT NORTHWESTERLY RIGHT OF WAY LINE WITH THE EAST LINE OF SECTION 15, AFORESAID, SAID POINT BEING 1080.31 FEET NORTH OF THE SOUTHEAST CORNER THEREOF; THENCE SOUTHWESTERLY ALONG SAID PRESENT RIGHT OF WAY LINE, A DISTANCE OF 2474.73 FEET; THENCE NORTHEASTERLY ALONG A CURVED LINE, TANGENT TO SAID NORTHWESTERLY RIGHT OF WAY LINE, AND HAVING A RADIUS OF 11384.30 FEET, A DISTANCE OF 496.73 FEET; THENCE NORTHEASTERLY ALONG A STRAIGHT LINE, TANGENT TO THE AFORESAID CURVED LINE, A DISTANCE OF 2023.12 FEET TO A JOINT ON THE EAST LINE OF THE AFORESAID SECTION 15; THENCE SOUTH ALONG SAID EAST LINE, FORMING AN ANGLE OF 64 DEGREES, 01 MINUTES, 00 SECONDS WITH THE LAST DESCRIBED LINE, AS MEASURED COUNTER CLOCKWISE FROM THE SOUTHWEST TO THE SOUTH, A DISTANCE OF 108.03 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. EXCEPTING THEREFROM THAT PART THEREOF LYING SOUTHWESTERLY OF A LINE PARALLEL WITH AND 1740.67 FEET SOUTHWESTERLY FROM THE SOUTHWESTERLY LINE OF THE PROPERTY CONVEYED TO NORTHERN ILLINOIS GAS COMPANY BY DEED RECORDED IN THE RECORDER'S OFFICE OF COOK COUNTY, ILLINOIS, ON MAY 2, 1963, AS DOCUMENT NO. 18785599, AND EXCEPT THE PROPERTY CONVEYED TO NORTHERN ILLINOIS GAS COMPANY BY SAID DEED DOCUMENT NO. 18785599. Part of Permanent Index No. 22 -15- 200 - 017 -0000 Page 2 of Exhibit A DRAFT 3/28/03 EXHIBIT B Description and Depiction of Adjacent Premises PARCEL 3A THAT PART OF THE SOUTH FRACTIONAL QUARTER OF SECTION 15, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN (CONSISTING OF A PART OF EACH OF LOTS 1 AND 2 IN JOSEPH N. PEW'S DIVISION OF PART OF THAT PART OF SECTION 15, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING SOUTH OF THE ILLINOIS AND MICHIGAN CANAL), WHICH LIES SOUTHEASTERLY OF THE SOUTHEASTERLY LINE OF THE SOUTHEASTERLY RESERVE OF THE ILLINOIS AND MICHIGAN CANAL AND NORTHWESTERLY OF THE NORTHWESTERLY LINE OF THE RIGHT OF WAY OF THE GULF, MOBILE AND OHIO RAILROAD COMPANY AS SAID RIGHT OF WAY IS DEFINED ON PLATS RECORDED WITH AND MADE A PART OF DEEDS RECORDED IN THE RECORDER'S OFFICE OF COOK COUNTY, ILLINOIS AS DOCUMENT NUMBER 17918608 AND NUMBER 18715067. EXCEPTING FROM THE ABOVE DESCRIBED PROPERTY THAT PART THEREOF CONVEYED TO THE UNITED STATES OF AMERICA BY DEED RECORDED IN COOK COUNTY, ILLINOIS ON MAY 24, 1957 AS DOCUMENT NUMBER 16908846 AND DESCRIBED IN SAID DEED AS FOLLOWS: THAT PART OF LOT 1 IN JOSEPH N. PEW'S DIVISION OF PART OF THAT PART OF SECTION 15, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING SOUTH OF THE ILLINOIS AND MICHIGAN CANAL, DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE GULF, MOBILE AND OHIO RAILROAD PRESENT NORTHWESTERLY RIGHT OF WAY LINE WITH THE EAST LINE OF SECTION 15, AFORESAID, SAID POINT BEING 1080.31 FEET NORTH OF THE SOUTHEAST CORNER THEREOF; THENCE SOUTHWESTERLY ALONG SAID PRESENT RIGHT OF WAY LINE, A DISTANCE OF 2474.73 FEET; THENCE NORTHEASTERLY ALONG A CURVED LINE, TANGENT TO SAID NORTHWESTERLY RIGHT OF WAY LINE, AND HAVING A RADIUS OF 11384.30 FEET, A DISTANCE OF 496.73 FEET; THENCE NORTHEASTERLY ALONG A STRAIGHT LINE, TANGENT TO THE AFORESAID CURVED LINE, A DISTANCE OF 2023.12 FEET TO A POINT ON THE EAST LINE OF THE AFORESAID SECTION 15; THENCE SOUTH ALONG SAID EAST LINE, FORMING AN ANGLE OF 64 DEGREES, 01 MINUTES, 00 SECONDS WITH THE LAST DESCRIBED LINE, AS MEASURED COUNTER CLOCKWISE FROM THE SOUTHWEST TO THE SOUTH, A DISTANCE OF 108.03 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. EXCEPTING THEREFROM THAT PART THEREOF LYING NORTHEASTERLY OF A LINE PARALLEL WITH AND 1740.67 FEET SOUTHWESTERLY FROM THE SOUTHWESTERLY LINE OF THE PROPERTY CONVEYED TO NORTHERN ILLINOIS GAS COMPANY BY DEED RECORDED IN THE RECORDER'S OFFICE OF COOK COUNTY, ILLINOIS, ON MAY 2, 1963, AS DOCUMENT NO. 18785599. LESS. CONTAINING 1,130,105 SQUARE FEET (25.9436 ACRES) OF LAND, MORE OR Part of Permanent Index No.22- 1 5- 200 -017 -0000 Page 2 of Exhibit B DRAFT 3/28/03 EXHIBIT C Depiction of Parcel Leased by Owner