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HomeMy WebLinkAboutOrdinances - ORD-09-1478 - 08/03/2009 - APPROVE LAND LEASE AGREEMENT CHGO SSMA VERIZON 141ORDINANCE NO.ORD-09-1478 AN ORDINANCE AUTHORIZING THE EXECUTION OF A LAND LEASE AGREEMENT BETWEEN THE CITY OF MCHENRY AND CHICAGO SMSA LIMITED PARTNERSHIP, DB/A VERIZION WIRELESS FOR A PORTION OF THE PROPERTY LOCATED AT 1415 INDUSTRIAL DRIVE, IN THE CITY OF MCHENRY, MCHENRY COUNTY, ILLINOIS WHEREAS., the City of McHenry is the legal owner of record and Chicago SMSA Limited Partnership, d/b/a Verizon Wireless is the designated lessor of a portion of the real estate located at 1415 Industrial Drive in the City of McHenry, Illinois. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF MCHENRY, MCHENRY COUNTY, ILLINOIS AS FOLLOWS: SECTION 1_ The Land Lease Agreement, bearing the date of August 3, 2009, between the City of McHenry, a Municipal Corporation in the State of Illinois record owner and Chicago SMSA Limited Partnership d/b/a Verizon Wireless designated lessor be and the same is hereby approved. A complete and accurate copy of said land lease agreement is attached to this ordinance and incorporated herein by reference. SECTION 2_ The Mayor and City Clerk are hereby authorized to affix their signatures as Mayor and City Clerk to said annexation agreement for the uses and purposes therein set forth. SECTION 3_ All Ordinance or parts thereof in conflict with the terms and provisions hereof are hereby repealed to the extent of such conflict. SECTION 4: This Ordinance shall be published in pamphlet form by and under the authority of the corporate authorities of the City of McHenry, McHenry County, Illinois. SECTION 5: This Ordinance shall be in full force and effect from and after its passage, approval, and publication in pamphlet form as provided by law. PASSED and APPROVED this 3`d day of August, 2009 AYES: Santi, Glab, Murgatroyd, Wimmer, Peterson, Condon. NAYS: None. ABSTAINED: None. ABSENT: Schaefer, NOT VOTING: None. MAYOR ATTEST: CI CLERK i � J� Prepared by and upon recording Please return to: Ginsberg Jacobs LLC 300 S. Wacker Drive Suite 2450 Chicago, Illinois 60606 Attn: Steven F. Ginsberg, Esq. Site Name: DT McHenry MEMORANDUM OF LAND LEASE AGREEMENT This Memorandum of Land Lease Agreement is made this :W day of a , 2009, between City of McHenry, with a mailing address of 333 S. Green Street, McHenry, IL 6 050, hereinafter collectively referred to as "LESSOR", and Chicago SMSA Limited Partnership, d/b/a Verizon Wireless, with its principal office located at One Verizon Way, Mailstop 4AW 100, Basking Ridge, New Jersey 07920, hereinafter referred to as "LESSEE". LESSOR and LESSEE are at times collectively referred to hereinafter as the "Parties" or individually as the "Party". 1. LESSOR and LESSEE entered into a Land Lease Agreement (the "Agreement") on 6I!Z"�' •L , 2009 for an initial term of five (5) years, commencing on the Commencement Date. the Land Lease Agreement shall automatically be extended for four (4) additional five (5) year terms unless the LESSEE terminates it at the end of the then current term by giving the LESSOR written notice of the intent to terminate at least six (6) months prior to the end of the then current term. 2. LESSOR hereby leases to LESSEE a portion of that certain parcel of property (the entirety of LESSOR's property is referred to hereinafter as the "Property"), located at and being described as a 40' X 40' feet parcel containing 1,600 square feet, as shown on the Tax Map of the County of McHenry County as a portion of Tax Parcel No.09-27-428-017 and 09-27-428-018, and Tax Map of the City of McHenry in Section 27, Township 45 North, Range 8 and is further described in a Trustee's Deed June 20, 2007 and as recorded in the Office of McHenry County Recorder on June 25, 2007 as Document Number 2007R0043638 together with the non-exclusive right for ingress and egress, seven (7) days a week twenty-four (24) hours a day, on foot or motor vehicle, including trucks, and for the installation and maintenance of utility wires, poles, cables, conduits, and pipes over, under, or along a twenty (20) foot wide right-of-way extending from the nearest public right-of-way, Industrial Drive, to the demised premises. The demised premises and right-of-way are hereinafter collectively referred to as the "Premises". The Premises are described in Exhibit A attached hereto and made a part hereof, and as shown on the plat of survey attached hereto and incorporated herein as Exhibit B. In the event any public utility is unable to use the aforementioned right-of-way, LESSOR has agreed to grant an additional right-of-way either to the LESSEE or to the public utility at no cost to the LESSEE. 3. The Commencement Date of the Agreement, of which this is a Memorandum, is 4. LESSEE has the right of first refusal to purchase the Premises during the initial term and all renewal terms of the Agreement. 5. The terms, covenants and provisions of the Agreement, the terms of which are hereby incorporated by reference into this Memorandum, shall extend to and be binding upon the respective executors, administrators, heirs, successors and assigns of LESSOR and LESSEE. [Signature Page Follows] IN WITNESS WHEREOF, hereunto and to a duplicate hereof, LESSOR and LESSEE have caused this Memorandum to be duly executed on the date first written hereinabove. LESSOR: City of McHenry By Nam : Susan E. Low Its: Ma or Date: O LESSEE: Chicago SMSA Limited Partnership, d/b/a Verizon Wireless By: Cellco Partnership, its General Partner By: A A L Name. Beth Ann Drohan Its: Area Vice President Nelwork Date: STATE OF ILLINOIS INDIVIDUAL ACKNOWLEDGEMENT COUNTY OF MCF ENRY I, At • Wak,?u; a Notary Public for said County and State, do hereby certify that Susan E. Low, on behalf of LESSOR, personally came before me this day and acknowledged that s/he executed the foregoing MEMORANDUM OF LAND LEASE AGREEMENT as his/her own act and deed. WITNESS ray hand and official Notarial Seal, this L" day of , 2009. Not6T Public My Cgmmm Sion Expires: State of Illinois ) ss. County of Cook ) F L SEAL" M KUNZER tate of Illinois pires 04/29/2012 G� Cynthia Navy On ( IrO . 200 1. before me, . notary public, personally appeared Beth Ann Drohan, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or the entity, upon behalf of which the person acted, executed the instrument. Signature S my hand and official seal. +' Oz=FICIP,L SEAL C:?'i�1Tl�lr'l P.9A�JA N,''-ary State of Illinois xn!res Jan 05, 2013 (Seal) Memorandum of Land Lease Agreement - DT McHenry Exhibit "A" Page 1 of 1 DB02/805324 0001/6778725 2 EXHIBIT A [WRITTEN METES AND BOUNDS OF THE PREMISES AND INGRESS/EGRESS AND UTILITY EASEMENT] (See attached) Memorandum of Land Lease Agreement — DT McHenry Exhibit "A" Page 1 of 1 DB02/805324.0001 /6778725.2 PROPOSED LEASE AREA DESCRIPTION: THAT PART OF THE EAST HALF OF THE SOUTHEAST DUARTER OF SECTION 27. TOWNSHP 45 NORTH. RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER; THENCE SOUTH 89 DEGREES 10 MINUTES 43 SECONDS WEST ALONG THE NORTH LINE OF SAID SOUTHEAST QUARTER, 512.18 FEET TO THE NORTHEAST CORNER OF HEREON DESCRIBED PARENT PARCEL; THENCE SOUTH 00 DEGREES 49 MINUTES 27 SECONDS EAST ALONG THE EAST LINE OF SAID PARENT PARCEL, 53IL57 FEET; THENCE NORTH 88 DECREES 46 MINUTES 53 SECONDS WEST, 100.63 FEET TO THE PANT OF BEGINNING; THENCE SOUTH 01 DEGREES 12 MINUTES 35 SECONDS WEST, 40.00 FEET; THENCE NORTH 88 DEGREES 48 MINUTES 53 SECONDS WEST, 40.00 FEET; THENCE NORTH 01 DECREES 12 MINUTES 35 SECONDS (EAST. 40.00 FEET; THENCE SOUTH 68 DEGREES 48 MINUTES 53 SECONDS EAST, 40.00 FEET TO THE POINT OF BEGINNING, CONTAINING 1600.00 SQUARE FEET, ALL IN MCHENRY COUNTY, IWNOIS. PROPOSED ACCESS EASEMENT DESCRIPTON: THAT PART OF THE EAST HALF OF THE SOUTHEAST QUARTER OF SECTION 27. 70VMSHP 45 NORTH, RANGE B EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER; THENCE SOUTH 89 DEGREES 10 MINUTES 43 SECONDS NEST ALONG THE NORTH LINE OF SAND SOUTHEAST QUARTER, 512.18 FEET TO THE NORTHEAST CORNER OF HEREON DESCRIBED PARENT PARCEL; THENCE SOUTH 00 DEGREES 49 MINUTES 27 SECONDS EAST ALONG THE EAST LINE OF SAID PARENT PARCEL, 538.57 FEET; THENCE NORTH 88 DEGREES 46 MINUTES 53 SECONDS WEST, 114.61 FEET TO A POINT ON THE NORTH LINE OF HEREON DESCRIBED LEASE AREA, SAW POINT ALSO BEING THE POINT OF BEGINNING; THENCE CONTINUING NORTH 88 DEGREES 46 MIHUM 53 SECONDS WEST ALONG SAID NORTH LINE, 12.00 FEET; THENCE NORTH 01 DEGREES 12 MINUTES 35 SECONDS EAST, 16.05 FEET; THENCE NORTH 88 DEGREES 38 MINUTES 53 SECONDS WEST, 300.53 FEET TO THE EAST LINE OF OAK DRIVE; THENCE NORTH 05 DEGREES 21 MINUTES 05 SECONDS EAST ALONG SAID EAST LINE, 12.03 FEET; THENCE SOUTH 88 DECREES 36 MINUTES 53 SECONDS EAST. 311.66 FEET; THENCE SOUTH OI DEGREES 12 MINUTES 35 SECONDS HEST, 29.02 FEET TO THE POINT OF BEGINNING, CONTAINING 3937.51 SQUARE FEET. ALL IN MCHENRY COUNTY, IWNOIS. PROPOSED LIM EASfNtIIT DISIMI O t THAT PART OF THE EAST HALF OF THE SOUTHEAST QUARTER OF SECTION 27, TOWNSHIP 45 NORTH. RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER; THENCE SOUTH 89 DEGREES 10 MINUTES 43 SECONDS WEST ALONG THE NORTH LINE OF SAID SOUTHEAST QUARTER, 51ZIB FEET TO THE NORTHEAST CORNER OF HEREON DESCRIBED PARENT PARCEL; THENCE SOUTH 00 DECREES 49 MINUTES 27 SECONDS EAST ALONG THE EAST LINE OF SAID PARENT PARCEL, 544.26 FEET TO A POINT ON THE NORTH UNE OF BOONS CREEK PLAZA SUBDIVISION, AS REMOLD MAY 6, 1983 AS DOCUMENT NUMBER 85449$ THENCE NORTH BE, DEGREES 22 MINUTES 55 SECONDS WEST ALONG SAID NORTH UN& 96.09 FEET; THENCE SOUTH 01 DEGREES 39 WNUTES 26 SECONDS WEST ALONG THE: WEST LINE OF SAID BOONE CREEK PLAZA SUBDIVISION, 51.99 FEET„ THENCE NORTH B8 DEGREES 23 MINUTES 04 SECONDS WEST ALONG THE NORTH LINE OF SAID BOONE CREEK PLAZA SUBDIVLSION, 36X FEET; THENCE NORTH 01 DEGREES 12 MINUTES 35 SECONDS EAST, NL76 FEET TD THE POINT OF BEGINNING, THENCE NORTH 88 DEGREES 50 MINUTES 04 SECONDS NEST, 29IL23 FEET TO A POINT ON THE FAST UNE OF OAK DRIVE; THENCE NORTH 05 DEGREES 21 MINIUTTS 05 SECONDS EAST ALONG SAID EAST LINE. 4158 FEET; THENCE SOUTH 88 DECREES 23 MINUTES 04 SECONDS EAST 20.04 FUET; THENCE SOUTH 05 DEGREES 21 MINUTES 05 SECONDS WEST. 34.40 FEET TO A POINT ON THE SOUTH UNE OF THE HEREON DESCRIBED LEASE AREA EXTENDED WESTERLY: THENCE SOUTH 88 DEGREES 50 MINUTES D4 SECONDS EAST ALONG SAID LINE, 278.60 FEET; THENCE SOUTH 01 DEGREES 12 MINUTES 35 SECONDS WEST, 8.00 FEET 70 THE POINT OF BEGINNING, CONTAINNG 3,081.17 SQUARE FEET, ALL IN MCHENRY COUNTY, ILLINOIS PARENT PARCEL DESCRIPAOW THAT PART OF THE EAST HALF OF THE SOUTHEAST QUARTER OF SECTION 27. TOWNSHIP 45 NORTH, RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOV& COMMI24MG AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER; THENCE BEARING SOUTH 99 DEGREES 31 MINUTES 30 SECONDS WEST, ALONG THE NORTH LINE OF SAID SOUTHEAST QUARTER, 512.18 FEET TO THE PLACE OF BEGINNING; THENCE SOUTH 00 DEGREES 28 MINUTES 40 SECONDS EAST, 541.58 FEET TO THE NORTH LINE OF BOONE CREEK PLAZA SUBDIVISION, AS RECORDED MAY 6, 1983 AS DOCUMENT NUMBER 854493; THENCE WESTERLY ALONG THE NORTH LINE OF SAID BOONE CREEK PLAZA TO THE NORTHWEST CORNER OF SAID BOONE CREEK PLAZA, AND THE EASTERLY RIGHT OF WAY LINE OF INDUSTRIAL DERIVE AS DEDICATED BY DOCUMENT RECORDED APRIL. 10, 1972 AS DOCUMENT NUMBER 564048; THENCE NORTHERLY ALONG SAID EASTERLY RIGHT OF WAY UNE, 93.72 FEET; THENCE NORTHEASTERLY ALONG THE ARC OF A CURVE TO THE RIGHT, SAID CURVE HAYING A RADIUS OF 7B.99 FELT, AN ARC OF 115.88 FEET AND A CHORD BFJIRIlG NORTH 47 DECREES 25 MINUTES 05 SECONDS EAST, 105.17 FEET; THENCE NORTH 89 DEGREES 09 WNUTES 19 SECONDS EAST ALONG SAID RIGHT OF WAY LINE, 181.75 FEET; THENCE NORTH 00 DEGREES 50 MINUTES 41 SECONDS WEST, ALONG SAID RIGHT OF WAY LINE. 33M FEET; THENCE SOUTH 89 DEGREES 09 MINUTES 19 SECONDS WEST, ALONG SAID RIGHT OF WAY UNE, 181.76 I= THENCE SOL"THWESTERLY ALONG THE ARC OF A CURVE TO THE LEFT, SAID CURVE HAVING A RADA$ OF 110.60 FEET AN ARC OF 12L30 FEET, AND A CHORD BEARING SOUTH 56 DECREES 59 MINUTES 11 SECONDS NEST, 119.55 FEET; TO A PINT ON A 30726 FEET RADIUS CURVE, THE CENTER OF CIRCLE OF SAD CURVE BEARS SOUTH 66 DECREES 36 MINUTES 04 SECONDS WEST FROM FROM SAID POINT, SAID POINT KING ON THE EASTERLY RIGHT OF WAY OF PLAT OF DEDICAIICN AND EASEMENT RECORDED DECEIAU 24, 1992 AS DOCUMENT NO, 92R-071409; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE 20.59 FEET, AND A CHORD BEARING NORTH 25 DEGREES 19 MINUTES 07 SECONDS, 20.59 FEET TO A POINT TF REVERSE CURVATURE; THENCE ALONG A 316.15 FOOT RADIUS CURVE CONCAVE NORTHEASTERLY HAVING AS ARC OF 150.52 FEET. A CHORD BEARING NORTH 12 DEGREES 35 MINUTES, 57 SECONDS WEST, MID FEET; THENCE NORTH OD DECREES 02 MINUTES 25 SECONDS EAST, ALONG SAD RIGHT OF WAY LINE, 2B2.87 FEET TO THE NORTH LINE OF THE SOUTHEAST QUARTER AFORESAID; THENCE NORTH 89 DECREES 31 MINUTES 30 SECONDS EAST ALONG SAID NORTH LINE OF THE SOUTHEAST QUARTER 486.96 FEET TO THE PLACE OF BEGINNING, IN M04NRY COUNTY, ILUNOIS. EXHIBIT B [BOUNDARY SURVEY OF THE PREMISES AND INGRESS/EGRESS AND UTILITY EASEMENT] (See attached) Memorandum of Land Lease Agreement — DT McHenry Exhibit "B" Page 1 of 2 7B7.B7' /1J.H6 IJ47AK PR, e 009 b NQbUl fii zk 4 5� ' 5R25' SGmf97rE 5iB5Y Zi O � g II m $ O ca 2 X oa t fR Y o II � 9 Qi Qi r .. v N A lag q Ell r ab °�• t mn bits oAn DMWft acAoo wee urtm a oNoaa rrN. VENOM wmmm OT NCHENRY m (j I i ! llwKov®m ilre Ia wUinUl or" a rnbm L GUM P OWflr KW Twmowmrt 18 1W109t TH ��� .� �Ea� � 8qI i,ji1jj:1;1 8i'11Ha 1l'; � M IA■44 ,7 H PRMT will go-i bad jRsk-ja �ilm g cc$ fil WN syss n= as n vvs y Qg p 9 SUP v_ pp#{If a9X q jIf fil1911 IN V Hip 1. t P+ ■ lP H PC a ijo I cl) OAT! DMWM Comm* END PARTO ww t 6 DMWN ■Y. Y ( I ■ DAM DT MCHENRY APPM BY. lip M4 M L W Y]V■ 01■V■ n(yA. .om uwm rvdort KCH MfONOWEMY. NW wAON la.m riY�.ol[. w MDIo■tY Cq{AVI'f at< SITE NAME: DT McHenry SITE NUMBER: 2008284269 / 187711 ATTY/DATE: M. Biesiada LAND LEASE AGREEMENT QU444zt— This Agreement, made this ��day of , 2009 between City of McHenry with its principal offices located at 333 S. Greet Street, McHenry, IL 60050, hereinafter designated LESSOR and Chicago SMSA Limited Partnership, d/b/a Verizon Wireless, with its principal office located at One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920 (telephone number 866-862-4404), hereinafter designated LESSEE. The LESSOR and LESSEE are at times collectively referred to hereinafter as the "Parties" or individually as the "Party'. 1. PREMISES. LESSOR hereby leases to LESSEE a portion of that certain parcel of property (the entirety of LESSOR's property is referred to hereinafter as the Property), located at 1415 Industrial Drive, McHenry, IL 60050 and being described as a 40' by 40' parcel containing 1,600 square feet (the "Land Space"), together with the non-exclusive right (the "Rights of Way") for ingress and egress, seven (7) days a week twenty-four (24) hours a day, on foot or motor vehicle, including trucks over or along a twenty-five (25') foot wide right-of-way extending from the nearest public right-of-way, Industrial Drive, to the Land Space, and for the installation and maintenance of utility wires, poles, cables, conduits, and pipes over, under, or along one or more rights of way from the Land Space, said Land Space and Rights of Way (hereinafter collectively referred to as the "Premises") being substantially as described herein in Exhibit "A" attached hereto and made a part hereof. The Property is also shown on the Tax Map of the City of McHenry in Section 27, Township 45 North, Range 8 and is further described in a Trustee's Deed June 20, 2007 and as recorded in the Office of McHenry County Recorder on June 25, 2007 as Document Number 2007R0043638. In the event any public utility is unable to use the Rights of Way, the LESSOR hereby agrees to grant an additional right-of-way either to the LESSEE or to the public utility at no cost to the LESSEE. 2. SURVEY. LESSOR also hereby grants to LESSEE the right to survey the Property and the Premises, and said survey shall then become Exhibit "B" which shall be attached hereto and made a part hereof, and shall control in the event of boundary and access discrepancies between it and Exhibit "A". Cost for such work shall be borne by the LESSEE. 3. TERM; RENTAL. a. This Agreement shall be effective as of the date of execution by both Parties, provided, however, the initial term shall be for five (5) years and shall commence on the Commencement Date (as hereinafter defined) at which time rental payments shall commence and be due at a total annual rental of Twenty -Four Thousand Dollars ($24,000.00) to be paid in equal monthly installments on the first day of the month, in advance, to the City of McHenry or to such other person, firm or place as LESSOR may, from time to time, designate in writing at least thirty (30) days in advance of any rental payment date by notice given in accordance with Paragraph 25 below. The Agreement shall commence on the first day of the month in which LESSEE commences installation of the equipment on the Premises (the "Commencement Date"). LESSOR and LESSEE agree that they shall acknowledge in writing the Commencement Date. LESSOR and LESSEE acknowledge and agree that initial rental payment(s) shall not actually be sent by LESSEE until thirty (30) days after a written acknowledgement confirming the Commencement Date. By way of illustration of the preceding sentence, if the Commencement Date is January 1 and the written acknowledgement confirming the Commencement Date is dated January 14, LESSEE shall send to the LESSOR the rental payments for January 1 and February 1 by February 13. Upon agreement of the Parties, LESSEE may pay rent by electronic funds transfer and in such event, LESSOR agrees to provide to LESSEE bank routing information for such purpose upon request of LESSEE. b. LESSOR hereby agrees to provide to LESSEE certain documentation (the "Rental Documentation") evidencing LESSOR's interest in, and right to receive payments under, this Agreement, including without limitation: (i) documentation, acceptable to LESSEE in LESSEE's reasonable discretion, evidencing LESSOR's good and sufficient title to and/or interest in the Property and right to receive rental payments and other benefits hereunder; (ii) a complete and fully executed Internal Revenue Service Form W-9, or equivalent, in a form acceptable to LESSEE, for any party to whom rental payments are to be made pursuant to this Agreement; and (iii) other documentation requested by LESSEE in LESSEE's reasonable discretion. From time to time during the Term of this Agreement and within thirty (30) days of a written request from LESSEE, LESSOR agrees to provide updated Rental Documentation in a form reasonably acceptable to LESSEE. The Rental Documentation shall be provided to LESSEE in accordance with the provisions of and at the address given in Paragraph 25. Delivery of Rental Documentation to LESSEE shall be a prerequisite for the payment of any rent by LESSEE and notwithstanding anything to the contrary herein, LESSEE shall have no obligation to make any rental payments until Rental Documentation has been supplied to LESSEE as provided herein. Within fifteen (15) days of obtaining an interest in the Property or this Agreement, any assignee(s), transferee(s) or other successor(s) in interest of LESSOR shall provide to LESSEE Rental Documentation in the manner set forth in the preceding paragraph. From time to time during the Term of this Agreement and within thirty (30) days of a written request from LESSEE, any assignee(s) or transferee(s) of LESSOR agrees to provide updated Rental Documentation in a form reasonably acceptable to LESSEE. Delivery of Rental Documentation to LESSEE by any assignee(s), transferee(s) or other successor(s) in interest of LESSOR shall be a prerequisite for the payment of any rent by LESSEE to such party and notwithstanding anything to the contrary herein, LESSEE shall have no obligation to make any rental payments to any assignee(s), transferee(s) or other successor(s) in interest of LESSOR until Rental Documentation has been supplied to LESSEE as provided herein. 4. E-YJENSIONS. This Agreement shall automatically be extended for four (4) additional five (5) year terms unless LESSEE terminates it at the end of the then current term by 2 giving LESSOR written notice of the intent to terminate at least six (6) months prior to the end of the then current term. 5. EXT'ENSION RENTALS. The annual rental for each successive year of this Agreement shall increase on the annual anniversary of the Commencement Date by three percent (3%) over the prior year's annual rent. 6. ADDITIONAL EXTENSIONS. If at the end of the fourth (4th) five (5) year extension term this Agreement has not been terminated by either Party by giving to the other written notice of an intention to terminate it at least three (3) months prior to the end of such term, this Agreement shall continue in force upon the same covenants, terms and conditions for a further term of five (5) years and for five (5) year terms thereafter until terminated by either Party by giving to the other written notice of its intention to so terminate at least three (3) months prior to the end of such term. Annual rental for each such additional five (5) year term shall be equal to one hundred fifteen percent (115%) of the annual rental payable with respect to the immediately preceding five (5) year term. The initial term and all extensions shall be collectively referred to herein as the "Term". 7. TA�NES. LESSEE shall have the responsibility to pay, any personal property, real estate taxes, assessments, or charges owed on the Property which LESSOR demonstrates is the result of LESSEE's use of the Premises and/or the installation, maintenance, and operation of the LESSEE's improvements, and any sales tax imposed on the rent (except to the extent that LESSEE is or may become exempt from the payment of sales tax in the jurisdiction in which the Property is located), including any increase in real estate taxes at the Property which LESSOR demonstrates arises from the LESSEE's improvements and/or LESSEE's use of the Premises. LESSOR and LESSEE shall each be responsible for the payment of any taxes, levies, assessments and other charges imposed including franchise and similar taxes imposed upon the business conducted by LESSOR or LESSEE at the Property. Notwithstanding the foregoing, LESSEE shall not have the obligation to pay any tax, assessment, or charge that LESSEE is disputing in good faith in appropriate proceedings prior to a final determination that such tax is properly assessed provided that no lien attaches to the Property. Nothing in this Paragraph shall be construed as making LESSEE liable for any portion of LESSOR's income taxes in connection with any Property or otherwise. Except as set forth in this Paragraph, LESSOR shall have the responsibility to pay any personal property, real estate taxes, assessments, or charges owed on the Property and shall do so prior to the imposition of any lien on the Property. LESSEE shall have the right, at its sole option and at its sole cost and expense, to appeal, challenge or seek modification of any tax assessment or billing for which LESSEE is wholly or partly responsible for payment. LESSOR shall reasonably cooperate with LESSEE at LESSEE's expense in filing, prosecuting and perfecting any appeal or challenge to taxes as set forth in the preceding sentence, including but not limited to, executing any consent, appeal or other similar document. In the event that as a result of any appeal or challenge by LESSEE, there is a reduction, credit or repayment received by the LESSOR for any taxes previously paid by LESSEE, LESSOR agrees to promptly reimburse to LESSEE the amount of said reduction, credit or repayment. In the event that LESSEE does not have the standing rights to pursue a good faith c and reasonable dispute of any taxes under this paragraph, LESSOR will pursue such dispute at LESSEE's sole cost. and expense upon written request of LESSEE. 8. USE, GOVERNMENTAL APPROVALS. LESSEE shall use the Premises for the purpose of constructing, maintaining, repairing and operating a communications facility and uses incidental thereto. A security fence consisting of chain link construction or similar but comparable construction may be placed around the perimeter of the Premises at the discretion of LESSEE (not including the access easement). All improvements, equipment, antennas and conduits shall be at LESSEE's expense and their installation shall be at the discretion and option of LESSEE. LESSEE shall have the right: to replace, repair, add or otherwise modify its utilities, equipment, antennas and/or conduits or any portion thereof and the frequencies over which the equipment operates, whether the equipment, antennas, conduits or frequencies are specified or not on any exhibit attached hereto, during the Term. It is understood and agreed that LESSEE's ability to use the Premises is contingent upon its obtaining after the execution date of this Agreement all of the certificates, permits and other approvals (collectively the "Governmental Approvals") that may be required by any Federal, State or Local authorities as well as satisfactory soil boring tests which will permit LESSEE use of the Premises as set forth above. LESSOR shall cooperate with LESSEE in its effort to obtain such approvals and shall take no action which would adversely affect the status of the Property with respect to the proposed use thereof by LESSEE. In the event that (i) any of such applications for such Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to LESSEE is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority; (iii) LESSEE reasonably determines that such Governmental Approvals may not be obtained in a timely manner; or (iv) LESSEE reasonably determines that any soil boring tests are unsatisfactory, LESSEE shall have the right to terminate this Agreement. Notice of LESSEE's exercise of its right to terminate shall be given to LESSOR in writing by certified mail, return receipt requested, and shall be effective upon the mailing of such notice by LESSEE, or upon such later date as designated by LESSEE. All rentals paid to said termination date shall be retained by LESSOR. Upon such termination, this Agreement shall be of no further force or effect except to the extent of the representations, warranties and indemnities made by each Party to the other hereunder. Otherwise, the LESSEE shall have no further obligations for the payment of rent to LESSOR. 9. PREMISES MAINTENANCE/UTILITIES. LESSEE will keep and maintain the Premises in good condition, reasonable wear and tear and damage from the elements excepted. LESSEE shall be responsible for the separate metering, billing, and payment of the utility services consumed by its operations. LESSOR will fully cooperate with any utility company requesting an easement over, under and across the Premises in order for the utility company to provide service to LESSEE. LESSOR will not be responsible for interference with, interruption of or failure, beyond the reasonable control of LESSOR, of such services to be furnished or supplied by LESSOR. 10. INDEMNIFICATION. Subject to Paragraph 11 below, each Party shall indemnify and hold the other harmless against any claim of liability or loss from personal injury or property damage to the proportional extent resulting from or arising out of the negligence or willful misconduct of the indemnifying Party, its employees, contractors or agents, except to the 4 extent such claims or damages may be due to or caused by the negligence or willful misconduct of the other Party, or its employees, contractors or agents. 11. INSURANCE. a. LESSEE shall maintain commercial general liability insurance insuring against liability for bodily injury, death or damage to personal property with combined single limits of Five Million and No/100 Dollars ($5,000,000). In addition, LESSEE shall maintain worker's compensation in statutory amounts, employer's liability insurance with combined single limits of One Million and No/100 Dollars ($1,000,000); automobile liability insurance insuring against claims for bodily injury or property damage with combined single limits of One Million and No/100 Dollars ($1,000,000); and all risk property insurance covering all personal property of LESSEE for full replacement value. LESSEE shall provide LESSOR with evidence of such insurance in the form of a certificate of insurance prior to obtaining occupancy of the Premises and throughout the term of this Agreement. b. The LESSOR is to be covered as an additional insured with respect to liability arising out of activities performed by or on behalf of LESSEE. The Premises included in the policy shall specifically include the leased and licensed areas. The coverage shall contain no special limitations on the scope of protection afforded to the LESSOR. C. LESSEE's insurance coverage shall be primary with respect to LESSEE's operations. Any insurance or self insurance maintained by the LESSOR shall be in excess of LESSEE's insurance and shall not contribute to it, consistent with LESSOR's indemnity obligations. d. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the LESSOR. e. LESSEE's general liability insurance shall contain a Separation of Interest clause or language stating LESSEE's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insured's liability. f. Both parties shall agree to waive all rights of subrogation against the other party. g. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled except after 30 days (10 days due to non payment) prior written notice by mail has been given the LESSOR. h. Insurance is to be placed with insurers with a Best's rating of no less than A-, VII and licensed to do business in the State of Illinois. i. LESSEE shall furnish the LESSOR with certificates of insurance naming the LESSOR as an additional insured on the general and automobile liability insurance coverage. The certificates and endorsements for each insurance policy are to be signed by a person 5 authorized by that insurer to bind coverage on its behalf. Blanket additional insured endorsements may be utilized if they provide a scope of coverage at least as broad as the coverage required under this provision. j. LESSOR shall maintain general liability insurance insuring against liability for bodily injury, death or damage to personal property with combined single limits of One Million and No/100 Dollars ($1,000,000). In addition, to the extent required by law, LESSOR shall maintain worker's compensation in statutory amounts and employer's liability insurance in the amount of One Million and No/100 Dollars ($1,000,000). LESSOR shall provide LESSEE with evidence of such insurance in the form of a certificate of insurance prior to LESSEE obtaining occupancy and throughout the term of this Agreement. 12. LIMITATION OF LIABILITY. Except for indemnification pursuant to Paragraphs 10 and 31, neither Party shall be liable to the other, or any of their respective agents, representatives, employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise. 13. ANNUAL TERMINATION. Notwithstanding anything to the contrary contained herein, provided LESSEE is not in default hereunder beyond applicable notice and cure periods, beginning in the year following the fourth anniversary of the Commencement Date, LESSEE shall have the right to terminate this Agreement upon the annual anniversary of the Commencement Elate provided that three (3) months prior notice is given to LESSOR. 14. INTERFERENCE. LESSEE agrees to install equipment of the type and frequency which will not cause harmful interference which is measurable in accordance with then existing industry standards to any equipment of LESSOR or other lessees of the Property which existed on the Property prior to the date this Agreement is executed by the Parties. In the event any after -installed LESSEE's equipment causes such interference, and after LESSOR has notified LESSEE in writing of such interference, LESSEE will take all commercially reasonable steps necessary to correct and eliminate the interference, including but not limited to, at LESSEE's option, powering down such equipment and later powering up such equipment for intermittent testing. In no event will LESSOR be entitled to terminate this Agreement or relocate the equipment as long as LESSEE is making a good faith effort to remedy the interference issue. LESSOR agrees that LESSOR and/or any other tenants of the Property who currently have or in the future take possession of the Property will be permitted to install only such equipment that is of the type and 11equency which will not cause harmful interference which is measurable in accordance with then existing industry standards to the then existing equipment of LESSEE. The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this Paragraph and therefore, either Party shall have the right to equitable remedies, such as, without limitation, injunctive relief and specific performance. 15. REMOVAL AT END OF TERM. LESSEE shall, upon expiration of the Term, or within sixty (60) days after any earlier termination of the Agreement, remove its building(s), antenna structure(s) (except footings), equipment, conduits, fixtures and all personal property and 31 restore the Premises to its original condition, reasonable wear and tear and casualty damage excepted, with footings and foundations to be removed to a depth of no less than three (Y) feet below grade. After such sixty (60) day interval, LESSOR shall have the right, without any obligation to do so, to remove such equipment, conduits, fixtures and personal property in the event LESSEE fails to do so. LESSOR shall not be liable for any damage caused to the equipment, conduits, fixtures or personal property in connection with its removal or subsequent storage of same so long as LESSOR's actions are taken in good faith. LESSOR agrees and acknowledges that all of the equipment, conduits, fixtures and personal property of LESSEE shall remain the personal property of LESSEE and LESSEE shall have the right to remove the same at any time during the Term, whether or not said items are considered fixtures and attachments to real property under applicable Laws (as defined in Paragraph 35 below). If such time for removal causes LESSEE to remain on the Premises after termination of this Agreement, LESSEE shall pay rent at one hundred and ten percent (110%) of the then existing monthly rate or on the existing monthly pro-rata basis if based upon a longer payment term, until such time as the removal of the building, antenna structure, fixtures and all personal property are completed. 16. REMOVAL BOND. LESSEE will provide to LESSOR prior to the Commencement Date, a removal bond in the amount of Twenty -Five Thousand Dollars ($25,000.00) in form and content mutually agreeable to the parties, to insure the installation will be removed at the expiration or termination of the Lease. 17. HOLDOVER. LESSEE has no right to retain possession of the Premises or any part thereof beyond. the expiration of that removal period set forth in Paragraph 14 herein, unless the Parties are negotiating a new lease or lease extension in good faith. In the event that the Parties are not in the process of negotiating a new lease or lease extension in good faith, LESSEE holds over in violation of Paragraph 15 and this Paragraph 17, then the rent then in effect payable from and after the time of the expiration or earlier removal period set forth in Paragraph 15 shall be increased to one hundred and twenty percent (120%) of the rent applicable during the month immediately preceding such expiration or earlier termination. 18. RIGHT OF FIRST REFUSAL. If LESSOR elects, during the Term (i) to sell or otherwise transfer all or any portion of the Property, whether separately or as part of a larger parcel of which the Property is a part, or (ii) to grant to a third party by easement or other legal instrument an interest in and to that portion of the Property occupied by LESSEE, or a larger portion thereof, for the purpose of operating and maintaining communications facilities or the management thereof, with or without an assignment of this Agreement to such third party, LESSEE shall have the right of first refusal to meet any bona fide offer of sale or transfer on the same terms and conditions of such offer. If LESSEE fails to meet such bona fide offer within thirty (30) days after written notice thereof from LESSOR, LESSOR may sell or grant the easement or interest in the Property or portion thereof to such third person in accordance with the terms and conditions of such third party offer. For purposes of this Paragraph, any transfer, bequest or devise of LESSOR's interest in the Property as a result of the death of LESSOR, whether by will or intestate succession, shall not be considered a sale of the Property for which LESSEE has any right of first refusal. 7 19. RIGHTS UPON SALE. Should LESSOR, at any time during the Term decide (i) to sell or transfer all or any part of the Property to a purchaser other than LESSEE, or (ii) to grant to a third party by easement or other legal instrument an interest in and to that portion of the Property occupied by LESSEE, or a larger portion thereof, for the purpose of operating and maintaining communications facilities or the management thereof, such sale or grant of an easement or interest therein shall be under and subject to this Agreement and any such purchaser or transferee shall recognize LESSEE's rights hereunder under the terms of this Agreement. To the extent that LESSOR grants to a third party by easement or other legal instrument an interest in and to that portion of the Property occupied by LESSEE for the purpose of operating and maintaining communications facilities or the management thereof and in conjunction therewith, assigns this Agreement to said third party, LESSOR shall not be released from its obligations to LESSEE under this Agreement, and LESSEE shall have the right to look to LESSOR and the third party for the full performance of this Agreement. 20. QUET ENJOYMENT. LESSOR covenants that LESSEE, on paying the rent and performing the covenants herein, shall peaceably and quietly have, hold and enjoy the Premises. 21. TITLE. LESSOR represents and warrants to LESSEE as of the execution date of this Agreement, and covenants during the Term that LESSOR is seized of good and sufficient title and interest to the Property and has full authority to enter into and execute this Agreement. LESSOR further covenants during the Term that there are no liens, judgments or impediments of title on the Property, or affecting LESSOR's title to the same and that there are no covenants, easements or restrictions which prevent or adversely affect the use or occupancy of the Premises by LESSEE as set forth above. 22. INTEGRATION. It is agreed and understood that this Agreement contains all agreements, promises and understandings between LESSOR and LESSEE and that no verbal or oral agreements, promises or understandings shall be binding upon either LESSOR or LESSEE in any dispute, controversy or proceeding at law, and any addition, variation or modification to this Agreement shall be void and ineffective unless made in writing signed by the Parties or in a written acknowledgment in the case provided in Paragraph 3. In the event any provision of the Agreement is found to be invalid or unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of this Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this Agreement, in law or in equity. 23. GOVERNING LAW. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the Laws of the State of Illinois. 24. ASSIGNMENT. This Agreement may be sold, assigned or transferred by the LESSEE without any approval or consent of the LESSOR to the LESSEE's principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all of LESSEE's assets in the market defined by the Federal Communications Commission in which the Property 8 is located by reason of a merger, acquisition or other business reorganization. As to other parties, this Agreement may not be sold, assigned or transferred without the written consent of the LESSOR, which such consent will not be unreasonably withheld, delayed or conditioned. No change of stock ownership, partnership interest or control of LESSEE or transfer upon partnership or corporate dissolution of LESSEE shall constitute an assignment hereunder. LESSEE may sublet the Premises within its sole discretion, upon notice to LESSOR. Any sublease that is entered into by LESSEE shall be subject to the provisions of this Agreement and shall be binding upon the successors, assigns, heirs and legal representatives of the respective Parties hereto. 25. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice): LESSOR: City of McHenry 333 S. Green Street McHenry, IL 60050 LESSEE: Chicago SMSA Limited Partnership d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attention: Network Real Estate Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the foregoing. 26. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal representative, successors and assigns of the Parties hereto. 27. SU130RDINATION AND NON -DISTURBANCE. At LESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a "Mortgage") by LESSOR which from time to time may encumber all or part of the Property or right-of-way; provided, however, as a condition precedent to LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Property, LESSOR shall obtain for LESSEE's benefit a non -disturbance and attornment agreement for LESSEE's benefit in the form reasonably satisfactory to LESSEE, and containing the terms described below (the "Non -Disturbance Agreement"), and shall recognize LESSEE's right to remain in occupancy of and have access to the Premises as long as LESSEE is not in default of this Agreement beyond applicable notice and cure periods. The Non -Disturbance Agreement shall include the encumbering party's ("Lender's") agreement that, if Lender or its successor -in -interest or any purchaser of Lender's or its successor's interest (a "Purchaser") acquires an ownership interest in the Property, Lender or such successor -in -interest or Purchaser 0J will (1) honor all of the terms of the Agreement, (2) fulfill LESSOR's obligations under the Agreement, and (3) promptly cure all of the then -existing LESSOR defaults under the Agreement. Such Non -Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non -Disturbance Agreement, LESSEE will execute an agreement for Lender's benefit in which LESSEE (1) confirms that the Agreement is subordinate to the Mortgage or other real property interest in favor of Lender, (2) agrees to attorn to Lender if Lender becomes the owner of the Property and (3) agrees to accept a cure by Lender of any of LESSOR's defaults, provided such cure is completed within the deadline applicable to LESSOR. In the event LESSOR defaults in the payment and/or other performance of any mortgage or other real property interest encumbering the Property, LESSEE, may, at its sole option and without obligation, cure or correct LESSOR's default and upon doing so, LESSEE shall be subrogated to any and all rights, 'titles, liens and equities of the holders of such mortgage or other real property interest and LESSEE shall be entitled to deduct and setoff against all rents that may otherwise become due under this Agreement the sums paid by LESSEE to cure or correct such defaults. 28. RECORDING. LESSOR agrees to execute a Memorandum of this Agreement which LESSEE may record with the appropriate recording officer. The date set forth in the Memorandum of Lease is for recording purposes only and bears no reference to commencement of either the Term or rent payments. 29. DEFAULT. a. In the event there is a breach by LESSEE with respect to any of the provisions of this Agreement or its obligations under it, including the payment of rent, LESSOR shall give LESSEE written notice of such breach. After receipt of such written notice, LESSEE shall have fifteen (15) days in which to cure any monetary breach and thirty (30) days in which to cure any non -monetary breach, provided LESSEE shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and LESSEE commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. LESSOR may not maintain any action or effect any remedies for default against LESSEE unless and until LESSEE has failed to cure the breach within the time periods provided in this Paragraph. b. In the event there is a breach by LESSOR with respect to any of the provisions of this Agreement or its obligations under it, LESSEE shall give LESSOR written notice of such breach. After receipt of such written notice, LESSOR shall have thirty (30) days in which to cure any such breach, provided LESSOR shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and LESSOR commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. LESSEE may not maintain any action or effect any remedies for default against LESSOR unless and until LESSOR has failed to cure the breach within the time periods provided in this Paragraph. Notwithstanding the foregoing to the contrary, it shall be a default under this Agreement if LESSOR fails, within five (5) days after receipt of written notice of such breach, to perform an obligation required to be performed by 10 LESSOR if the failure to perform such an obligation interferes with LESSEE's ability to conduct its business on the Property; provided, however, that if the nature of LESSOR's obligation is such that more than five (5) days after such notice is reasonably required for its performance, then it shall not be a default under this Agreement if performance is commenced within such five (5) day period and thereafter diligently pursued to completion. 30. REINIEDIES. The parties shall be entitled to the application of all appropriate remedies available to them under state and federal law in the enforcement of this Agreement. In the event of a default by either Party with respect to a material provision of this Agreement, without limiting the non -defaulting Party in the exercise of any right or remedy which the non - defaulting Party may have by reason of such default, the non -defaulting Party may also terminate the Agreement; provided, however, LESSOR shall use reasonable efforts to mitigate its damages in connection with a default by LESSEE. 31. ENVIRONMENTAL. a. LESSOR will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to activity now conducted in, on, or in any way related to the Property, unless such conditions or concerns are caused by the specific activities of LESSEE in the Premises. b. LESSOR shall hold LESSEE harmless and indemnify LESSEE from and assume all duties, responsibility and liability at LESSOR's sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is in any way related to: a) failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such non- compliance results from conditions caused by LESSEE; and b) any environmental or industrial hygiene conditions arising out of or in any way related to the condition of the Property or activities conducted thereon, unless such environmental conditions are caused by LESSEE. 32. CASUALTY. In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within forty-five (45) days following same or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt LESSEE's operations at the Premises for more than forty-five (45) days, then LESSEE may, at any time following such fire or other casualty, provided LESSOR has not completed the restoration required to permit LESSEE to resume its operation at the Premises, terminate this Agreement upon fifteen (15) days prior written notice to LESSOR. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the 11 date set forth in such notice were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the; other under this Agreement. Notwithstanding the foregoing, the rent shall abate during the period of repair following such fire or other casualty in proportion to the degree to which LESSEE's use of the Premises is impaired. 33. CONDEMNATION. In the event of any condemnation of all or any portion of the Property, this Agreement shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever occurs first. If as a result of a partial condemnation of the Premises or Property, LESSEE, in LESSEE's sole discretion, is unable to use the Premises for the purposes intended hereunder, or if such condemnation may reasonably be expected to disrupt LESSEE's operations at the Premises for more than forty-five (45) days, LESSEE may, at LESSEE's option, -to be exercised in writing within fifteen (15) days after LESSOR shall have given LESSEE written notice of such taking (or in the absence of such notice, within fifteen (15) days after the condemning authority shall have taken possession) terminate this Agreement as of the date the condemning authority takes such possession. LESSEE may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to the equipment, conduits, fixtures, its relocation costs and its damages and losses (but not for the loss of its leasehold interest). Any such notice of termination shall cause this Agreement to expire with the same force; and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment as of such termination date with respect to payments due to the other under this Agreement. If LESSEE does not terminate this Agreement in accordance with the foregoing, this Agreement shall remain in full force and effect as to the portion of the Premises remaining, except that the rent shall be reduced in the same proportion as the rentable area of the Premises taken bears to the total rentable area of the Premises. In the event that this Agreement is not terminated by reason of such condemnation, LESSOR shall promptly repair any damage to the Premises caused by such condemning authority. 34. SUI3MISSION OF AGREEMENT/PARTIAL INVALIDITY/AUTHORITY. The submission of this Agreement for examination does not constitute an offer to lease the Premises and this Agreement becomes effective only upon the full execution of this Agreement by the Parties. If any provision herein is invalid, it shall be considered deleted from this Agreement and shall not invalidate the remaining provisions of this Agreement to the extent equitable. Each of the Parties hereto warrants to the other that the person or persons executing this Agreement on behalf of such Party has the full right, power and authority to enter into and execute this Agreement on such Party's behalf and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of this Agreement. 35. APPLICABLE LAWS. During the Term, LESSOR shall maintain the Property in compliance with all applicable laws, rules, regulations, ordinances, directives, covenants, easements, zoning; and land use regulations, and restrictions of record, permits, building codes, and the requirements of any applicable fire insurance underwriter or rating bureau, now in effect or which may hereafter come into effect (including, without limitation, the Americans with Disabilities Act and laws regulating hazardous substances) (collectively "Laws"). LESSEE shall, 12 in respect to the condition of the Premises and at LESSEE's sole cost and expense, comply with (a) all Laws relating solely to LESSEE's specific and unique nature of use of the Premises (other than general office use); and (b) all building codes requiring modifications to the Premises due to the improvements being made by LESSEE in the Premises. 36. SURVIVAL. The provisions of the Agreement relating to indemnification from one Party to the other Party shall survive any termination or expiration of this Agreement. Additionally, any provisions of this Agreement which require performance subsequent to the termination or expiration of this Agreement shall also survive such termination or expiration. 37. CAPTIONS. The captions contained in this Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement. 38. LESSOR USAGE OF TOWER. LESSEE intends to construct, install and operate a communications tower on the Premises ("Tower") in connection with LESSEE's permitted use under this Agreement. As partial consideration for leasing the tower site, LESSOR shall be entitled to utilize one (1) position on the Tower, located at a mutually agreeable antenna centerline, for LESSOR's use only, to collocate communication system antennae for public use ("LESSOR's Public Equipment") provided that said use does not interfere with permitted use of the Tower and Premises by LESSEE. LESSOR shall obtain, at Lessor's expense, all necessary permits or licensers required to install LESSOR's Public Equipment. The installation of LESSOR's equipment is also contingent upon a determination that Lessor's proposed installation passes a structural analysis. If the specifications for LESSOR's Public Equipment are not provided within thirty (30) days of the full execution of this Agreement, then prior to any future installation of LESSOR's Public Equipment, at LESSEE's discretion, LESSEE may require that LESSOR conduct a structural analysis of the tower to provide proof that the installation of LESSOR's Public Equipment shall not compromise the structural integrity of the tower. If necessary, LESSEE agrees to reasonably cooperate with LESSOR in obtaining any required permits, licenses or reports for the installation of LESSOR's Public Equipment. LESSOR's Public Equipment shall be purchased, installed and maintained at the expense of LESSOR and shall be kept and maintained by LESSOR in good repair in compliance with all applicable rules and regulations. Any fixtures, structures or other improvements installed by LESSOR may be placed only with the express written approval of LESSEE, which shall not be unreasonably withheld. The installation of LESSOR's Public Equipment shall be conducted at LESSOR's expense. LESSOR agrees that all construction, maintenance, removal or alteration of LESSOR's Public Equipment shall be coordinated with and approved by LESSEE. LESSOR's Public Equipment shall remain the property of LESSOR. LESSEE shall not charge LESSOR any rental amount during any Term of this Lease for the collocation of LESSOR's Public Equipment on the support structure. 39. CONVEYANCE OF TOWER TO LESSOR. In the event of termination of this Agreement after the Tower is installed and pursuant to Paragraphs 4, 8 or 13 of this Agreement, LESSOR may elect to take ownership of the Tower by providing written notice within thirty (30) days of receipt of notice from LESSEE of LESSEE's election to terminate the Agreement. After 13 receipt of notice by LESSEE of LESSOR's election to take ownership of the Tower and within ninety (90) days of the termination of this Agreement. LESSEE shall transfer clear and merchantable title to the LESSOR, free and clear of all liens, security interests and mortgages. LESSEE shall deliver an executed bill of sale to the LESSOR transferring title to the Tower to LESSOR. (Signature page follows) 14 IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their respective seals the day and year first above written. LESSOR: City of McHenry By: [ �.r Nam :Susan E. Low Its: Ma or Date: LESSEE: Chicago SMSA Limited Partnership, d/b/a Verizon Wireless By: Cellco Partnership, its General Partner By: I)N Nge—'— Namn : eth Ann Drohan Its: Area Vice siden ork Date: 15 Exhibit "A" (Sketch of Premises within Property) (See Attached) nzun MtT e1W WXh A.LNDOOAYQWOM :Arla■AONd" F l M/W. a Of00�11'AYN3XT1 ■p ve FppL g 41wT IG4 a11MLl . 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