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Case: 1:14-cv-09096 Document #: 74 Filed: 02/04/16 Page 1 of 14 PageID #:687

UNITED STATES DISTRICT COURT


NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
FRIENDS OF THE PARKS,
SYLVIA MANN, and JOHN BUENZ,
Plaintiffs,
v.
CHICAGO PARK DISTRICT and
CITY OF CHICAGO,
Defendants.

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Case No. 14-cv-9096


Judge John W. Darrah

MEMORANDUM OPINION AND ORDER


Plaintiffs brought this action, seeking to enjoin Defendants from proceeding with the
construction of a museum on land that is adjacent to Lake Michigan. Defendants filed a Motion
to Dismiss the Complaint, which was denied in part and granted in part on March 12, 2015.
After that ruling, the Park District and the Lucas Museum of Narrative Art entered into a new
agreement, following legislation enacted by the Illinois General Assembly. Plaintiffs then filed a
First Amended Complaint (FAC). Defendants have moved to dismiss the FAC.
BACKGROUND
The following is taken from the FAC, which is assumed to be true for purposes of
deciding a motion to dismiss. See Reger Dev., LLC v. Natl City Bank, 592 F.3d 759, 763 (7th
Cir. 2010). Plaintiff Friends of the Parks is a nonprofit park advocacy organization, dedicated to
preserving, protecting, and improving Chicagos parks and forest preserves. Plaintiffs
Sylvia Mann and John Buenz are residents of Illinois. Defendant Chicago Park District (Park
District) is a body politic and corporate established by state law. 70 Ill. Comp. Stat. 1505/3.
Defendant City of Chicago is a body politic and municipal corporation. (FAC 6-10.)

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In May 2014, a task force appointed by Chicago Mayor Rahm Emanuel issued a report
recommending the parking lots south of Soldier Field as the site for constructing a museum. The
Museum is to be operated by a nonprofit corporation with the name, the Lucas Museum of
Narrative Art (the LMNA); it will be dedicated to the exhibition of narrative art selected by
the LMNA. The Mayor publicly endorsed the proposed location. (Id. 13-16, 27.)
On or about September 8, 2014, the Park District entered into a memorandum of
understanding (MOU) with the LMNA, memorializing the terms discussed between the Park
District and the LMNA, including the construction, use and operation of the Museum. (Id. Ex. A
at 2, G.) On November 13, 2014, Plaintiffs initiated this action.
After the Courts ruling on Defendants motion to dismiss on March 12, 2015, the Illinois
General Assembly, on April 23, 2015, amended the Park District Aquarium and Museum Act, 70
Ill. Comp. Stat. 1290/1 (Museum Act), and the Governor signed the bill into law on
May 1, 2015. The amended Museum Act, in part, provides that:
[t]he corporate authorities of cities and park districts having control or supervision
over any public park or parks, including parks located on formerly submerged
land, are hereby authorized to . . . permit the directors or trustees of any
corporation or society organized for the construction or maintenance and
operation of an aquarium or museum as hereinabove described to erect, enlarge,
ornament, build, rebuild, rehabilitate, improve, maintain, and operate its aquarium
or museum within any public park now or hereafter under the control or
supervision of any city or park district . . . .
70 Ill. Comp. Stat. 1290/1. After the legislation was enacted, the Park District and
LMNA entered into a Ground Lease on October 14, 2015. (FAC Exh. A.) The Ground
Lease permits LMNA to construct the Museum on, and to beautify and improve, the land
lying south of Solider Field and north of the McCormick Place Lakeside Center (the
Project Area). (FAC Ex. A, Recital D.)

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The Ground Lease provides a term of 99 years with the option for renewal for two
additional periods of 99 years. (FAC 25-26.) Under the terms of the lease, the LMNA
assumes full and sole responsibility for the proposed building and has exclusive control
over the construction, maintenance and operation, repair and management of the building.
(Id. 29.) The interest in the property is to be conveyed for a price of ten dollars. (Id.
28.)
On October 14, 2015, the Chicago Plan Commission voted to approve the
Museum and to recommend to the City Council that it amend the zoning for the Project
Area. On October 20, 2015, the City Councils Committee on Zoning, Landmarks and
Building Standards held a public hearing on the requested zoning amendment and voted
to recommend its passage to the City Council. The City Council approved the
amendment on October 28, 2015. The subject property of the Ground Lease is located
within Burnham Park and consists entirely of land recovered from the navigable waters
of Lake Michigan, most during the 1920s. (Id. 20.)
On October 2, 2015, Plaintiffs filed the FAC. Plaintiffs seek to bar the transfer of
control of land pursuant to the Ground Lease because, the proposed ground lease . . .
unlawfully conveys to a private party a right of continuing and exclusive control over
property recovered from the waters of Lake Michigan, which is held in trust by the State
of Illinois for the people. (Id. 1.) Plaintiffs claim that the Ground Lease is a transfer to
a private party, which violates the public trust. (Id.)
Plaintiffs assert a federal claim under 1983 for violation of due process and an
unlawful taking in violation of the Fifth Amendment (Count I) and state-law claims that
Defendants acted ultra vires and in violation of the public trust (Counts II and III,
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respectively). Defendants have moved to dismiss the Complaint under Rule 12(b)(6) for
failure to state a claim.1
LEGAL STANDARD
12(b)(6) Motion
A Rule 12(b)(6) motion tests the legal sufficiency of the complaint. Christensen v.
County of Boone, 483 F.3d 454, 458 (7th Cir. 2007). To survive a 12(b)(6) motion, a complaint
must allege enough facts to state a claim to relief that is plausible on its face.
Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007). Threadbare recitals of the elements
of a cause of action, supported by mere conclusory statements, do not suffice. Ashcroft v. Iqbal,
556 U.S. 662, 678 (2009) (citing Twombly, 550 U.S. at 555). Rather, the complaint must provide
a defendant with fair notice of the claim and its basis. Tamayo v. Blagojevich, 526 F.3d
1074, 1081 (7th Cir. 2008) (quoting Fed. R. Civ. P. 8(a)(2) and Twombly, 550 U.S. at 555).
For purposes of a motion under Rule 12(b)(6), the court accepts all well-pleaded factual
allegations as true and construes all reasonable inferences in favor of the plaintiff. Scanlan v.
Eisenberg, 669 F.3d 838, 841 (7th Cir. 2012); Tamayo, 526 F.3d at 1081.2

Defendants again raise some issues previously resolved in the Opinion of


March 12, 2015. Some of those issues will be addressed; but the prior Opinion, where
applicable, is incorporated herein. Also, the three claims pled in the FAC present some
overlapping and interrelated issues. However, each count will be discussed separately.
2

Defendants have raised several factual issues, e.g. the argument that the museum will
substantially benefit the public, (Dkt. 66, pp. 13, 15; Dkt. 72, pp. 11, 12.), that are not properly
considered in resolving a 12(b)(6) motion to dismiss.
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ANALYSIS
Count I - Due-Process Claim
As in the original Complaint, Count I of the FAC alleges a Fourteenth Amendment dueprocess claim.
Due process is a flexible concept which calls for such procedural protections as
the particular situation demands. Buttitta v. City of Chicago, 9 F.3d 1198, 1201
(7th Cir.1993) (quoting Morrissey v. Brewer, 408 U.S. 471, 481 (1972)). In order
to state a Fourteenth Amendment procedural due process claim, Plaintiffs must
allege that (1) [they] had a constitutionally protected property interest, (2) [they]
suffered a loss of that interest amounting to a deprivation, and (3) the deprivation
occurred without due process of law. LaBella Winnetka, Inc. v. Vill. of Winnetka,
628 F.3d 937, 943-44 (7th Cir.2010). The Constitution does not create property
interests; rather, protected property interests must derive from an independent
source such as state law. Buttitta, 9 F.3d at 1201 (citing Cleveland Bd. of Educ. v.
Loudermill, 470 U.S. 532, 538 (1985), and Bd. of Regents v. Roth, 408 U.S. 564,
570 (1972)).
Friends of the Parks v. Chicago Park Dist., No. 14-CV-09096, 2015 WL 1188615, at *9 (N.D.
Ill. Mar. 12, 2015).
Plaintiffs allege that Defendants deprived them of property in violation of due process by
executing the Ground Lease without specific approval from the General Assembly.
Defendants argue, first, that Plaintiffs do not have the private property interest in the
Project Area required to state a due-process claim. As more fully discussed in the Memorandum
Opinion and Order entered in this case on March 12, 2015, the Illinois Supreme Court held that
each taxpayer of Illinois has a fractional beneficial interest in the property that the state of
Illinois holds in trust for them, so as to create a protectable property interest. Paepcke v.
Public Bldg. Commm of Chicago, 263 N.E.2d 11, 18 (Ill. 1970). Defendants argue that an
alleged misuse of private public property gives rise, at most, to a state-law public trust claim, not
a due process claim, citing to Paepcke and Reichlederfer v. Quinn, 287 U.S. 315, 318-319

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(1932), in support. (Dkt. 66 at 6.) However, Paepcke, citing to Reichlederfer, determined that
there was no constitutionally protected property interest derived from proximity to public parks
that had been designated for a particular purpose by the legislature. Rather, Paepcke held that
the rights asserted by Plaintiffs are derived from the public-trust doctrine. When considering
whether there is a public property right to enforce the public trust, the court in Paepcke held:
[i]f the public trust doctrine is to have any meaning or vitality at all, the
members of the public, at least taxpayers who are the beneficiaries of that trust,
must have the right and standing to enforce it. To tell them that they must wait
upon governmental action is often an effectual denial of the right for all time.
Paepcke, 263 N.E.2d at 18.
Defendants further argue that even if Plaintiffs have a constitutionally-protected property
interest in the Project Area, the amendment of the Museum Act provided the necessary approval
from the General Assembly and that the legislative procedure resulting in that amendment
provided Plaintiffs with sufficient process for the deprivation of that interest. Plaintiffs,
however, plead that the General Assembly, in enacting the legislation purportedly transferring
control of the property, did not refer specifically to the alienation, forfeiture or disposition of
the land that is subject of the ground lease. (FAC 53.) Plaintiffs have alleged that, by failing
to provide specific approval for the transfer of the subject land, the General Assembly has acted
in violation of Plaintiffs right to due process. Construing the allegations in Plaintiffs favor,
Plaintiffs have sufficiently stated a procedural due-process claim under the Fourteenth
Amendment. Thus, Defendants Motion to Dismiss is denied with respect to Count I.
Count II - Ultra Vires Claim
In Count II of the Complaint, Plaintiffs allege that the Park District is acting ultra vires
by entering into a lease with the LMNA without a specific authorization from the General

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Assembly. Defendants contend that in amending the Museum Act, elected representatives of
the State discharged their legislative responsibilities in the manner prescribed by law. (Dkt. 66,
p. 8.)
However, [i]t is an established rule that the General Assembly cannot delegate its
general legislative power to determine what the law shall be. Hill v. Relyea, 216 N.E.2d 795,
797 (Ill. 1966). [I]t may delegate to others the authority to do those things which the legislature
might properly do, but cannot do as understandingly or advantageously. Id. The former
involves a discretion as to what the law shall be; the latter is merely an authority or discretion as
to its execution, to be exercised under and in pursuance of the law. Id.
The amended Museum Act provides that:
a city or park district may enter into a lease for an initial term not to exceed 99
years, subject to renewal, allowing a corporation or society as hereinabove
described to erect, enlarge, ornament, build, rebuild, rehabilitate, improve,
maintain, and operate its aquarium or museum, together with grounds
immediately adjacent to such aquarium or museum, and to use, possess, and
occupy grounds surrounding such aquarium or museum as hereinabove described
for the purpose of beautifying and maintaining such grounds in a manner
consistent with the aquarium or museum's purpose, and on the conditions that
(1) the public is allowed access to such grounds in a manner consistent with its
access to other public parks, and (2) the city or park district retains a reversionary
interest in any improvements made by the corporation or society on the grounds,
including the aquarium or museum itself, that matures upon the expiration or
lawful termination of the lease.
70 Ill. Comp. Stat. 1290/1. Defendants argue that although the amendment did not grant
authority to transfer control of the subject property to a private entity for a specific purpose
benefitting the public, the above-cited language of the amendment alone is sufficient. However,
formerly submerged land is held in a title different in character from that which the state holds
in lands intended for sale. It is different from the title which the United States hold in the public
lands which are open to pre-emption and sale. Illinois Cent. R. Co. v. State of Illinois, 146 U.S.
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387, 452 (1892). As discussed in the previous opinion of March 12, 2015, whether the use of
previously submerged Illinois land protected by the public-trust doctrine is permissible has been
determined by the courts in light of the authorizing legislation by the Illinois General Assembly.
Illinois Central Railroad, the seminal opinion on this issue, held that land in the public trust is
held by the whole people for purposes in which the whole people are interested.
Illinois Cent. R. Co., 146 U.S. at 456 (emphasis added). A disposition of these submerged
lands, by the State, is a question of the power of the State, acting as a governmental body.
Bowes v. City of Chicago, 120 N.E.2d 15, 22-23 (Ill. 1954). Plaintiffs adequately plead that the
amendment enacted by the General Assembly was not sufficient to transfer control of publictrust land to a private entity.
Defendants also argue that any specific grant of authority would violate the special
legislation clause of the Illinois Constitution. The special legislation clause provides: The
General Assembly shall pass no special or local law when a general law is or can be made
applicable. ILL. CONST. 1970, art. IV, 13.
This constitutional provision does not prohibit all classifications; rather, its
purpose is to prevent arbitrary legislative classifications. . . . If any set of facts can
be reasonably conceived that justifies distinguishing the class to which the statute
applies from the class to which the statute is inapplicable, then the General
Assembly may constitutionally classify persons and objects for the purpose of
legislative regulation or control, and may enact laws applicable only to those
persons or objects.
Petition of Vill. of Vernon Hills, 658 N.E.2d 365, 367 (Ill. 1995). [T]he purpose of the special
legislation clause is to prevent arbitrary legislative classifications that discriminate in favor of a
select group without a sound, reasonable basis. Best v. Taylor Mach. Works, 689 N.E.2d 1057,
1069-70 (Ill. 1997).

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This concern has previously been addressed by the courts in the context of the public
trust doctrine. As originally written, the Museums in Parks Act, which limited the privilege to
museums located in a public park on the first day of July, 1903, was intended to apply, and as a
matter of fact did apply, only to [the Field Museum]. S. Park Commrs v. Montgomery Ward &
Co., 93 N.E. 910, 912 (Ill. 1910). However, the legislature amended the statute to prevent a suit
accusing the State of giving a special privilege to the Field Museum. See Journal of the Senate
of the 47th General Assembly of the State of Illinois, p. 941-42; S. Park Commrs, 93 N.E. at
912.
In People ex rel. Attorney Gen. v. Kirk, 45 N.E. 830 (Ill. 1896), a case in which a grant to
a private entity was upheld, the Illinois Supreme Court considered whether the transfer of public
trust land to private parties was valid under an act of the legislature of the state of Illinois
passed in the year 1889, and for the purpose of having removed the filling, breakwaters, and
extension of the drive already made under said contracts. Kirk, 45 N.E. at 830. In People ex
rel. Scott v. Chicago Park Dist., 360 N.E.2d 773 (Ill. 1976), the Illinois Supreme Court analyzed
whether a bill conveying submerged land to the United Steel Corporation violated the public
trust doctrine. Scott, 360 N.E.2d at 777-781. In Lake Michigan Fedn v. U.S. Army Corps of
Engineers, 742 F. Supp. 441, 445 (N.D. Ill. 1990), the court examined a grant by the General
Assembly of the lakebed to Loyola University of Chicago. Lake Michigan Fedn, 742 F. Supp.
at 445. None of these cases raise the special legislation clause as a potential bar to public trust
transfers.
Plaintiffs have plausibly stated a claim that conveyance of park lands by the Park District
is ultra vires for the purposes of a motion to dismiss under 12(b)(6). Thus, Defendants Motion
to Dismiss is denied with respect to Count II.
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Count III - Public Trust Claim


In Count III of the FAC, Plaintiffs claim that Defendants are in breach of their duty to
hold the property in trust for the people of Illinois.
The State of Illinois holds title to submerged land, as is involved here, in trust for the
people, and . . . in general the governmental powers over these lands will not be relinquished.
Scott, 360 N.E.2d at 779. Under the public-trust doctrine, the State cannot abdicate its trust
over property in which the whole people are interested . . . so as to leave them entirely under the
use and control of private parties. Illinois Central R. Co., 146 U.S. at 453. State control over
public lands cannot be relinquished except as to such parcels as are used in promoting the
interests of the public therein, or can be disposed of without any substantial impairment of the
public interest in the lands and waters remaining. Id. The purpose of the public trust doctrine
is to police the legislatures disposition of public lands. Lake Michigan Fedn, 742 F. Supp. at
446. If courts were to rubber stamp legislative decisions, . . . , the doctrine would have no teeth.
The legislature would have unfettered discretion to breach the public trust as long as it was able
to articulate some gain to the public. Id. Plaintiffs claim that that the General Assembly has
abdicated its trust responsibilities over the subject property by delegating their responsibility as
trustees to the Park District. Plaintiffs further assert that only the General Assembly, as
representative of all of the people of Illinois, has the authority to determine whether the use of
the subject land is for the public benefit and that this determination cannot be delegated to a
lesser representative body.
The General Assembly may convey public-trust land as long as the transfer is consistent
with the public interest and does not impair the remaining lands and waters. Droste v. Kerner,
217 N.E.2d 73, 76 (Ill. 1966) (The proper execution of this public trust with respect to
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submerged lands requires that the conveyance of any particular parcel to a shore owner be
consistent with the public interest and not impair the interest of the public in the lands and waters
remaining.). Courts have struck down legislative grants of public-trust land where the primary
purpose is to benefit a private party. Lake Michigan Fedn, 742 F. Supp. at 445.
Three basic principles can be distilled from this body of public trust case law.
First, courts should be critical of attempts by the state to surrender valuable public
resources to a private entity. . . . Second, the public trust is violated when the
primary purpose of a legislative grant is to benefit a private interest. . . . Finally,
any attempt by the state to relinquish its power over a public resource should be
invalidated under the doctrine.
Id. at 445 (internal citations omitted).
Defendants argue that the Park District may lease land to the LMNA without violating
the public-trust doctrine. Defendants first argue that the public-trust doctrine is not implicated
because the Park District has conveyed leasehold rights, and not ownership rights, to the LMNA.
The Ground Lease provides for a 99-year lease with two renewal options, also for 99 years.
(Ground Lease, 3.1.) Subject to the Park Districts police and regulatory powers, the LMNA
shall be entitled to . . . quiet possession and enjoyment of the Museum Site. (Id. 2.5.) At the
expiration or termination of the lease, the LMNA will return the Museum Site to the Park
District. (Id. 3.3.) The Ground Lease further provides that this Lease conveys to Lucas
Museum of Narrative Art a leasehold estate in the Museum Site, and it is intended by the Park
District and Lucas Museum of Narrative Art that the Park District shall be forever the holder of
fee simple title to the Museum Site. (Id. 3.5.)
Defendants next argue that this situation is similar to the Illinois Supreme Courts
decision in Friends of Parks v. Chicago Park Dist. However, in discussing the agreement
between the Chicago Bears and the Park District, the court noted:

11

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The Park District is, and will remain, the owner of the Burnham Park property,
including Soldier Field. Neither the Act, the implementing agreements, nor the
project documents provide for a conveyance of the Soldier Field property to the
Bears. There is no abdication of control of the property to the Bears.
Friends of Parks v. Chicago Park Dist., 786 N.E.2d 161, 170 (Ill. 2003) (emphasis added). The
Bears entered into a Permit and Operating Agreement with the Park District, allowing for the
Bears to use Soldier Field for specific purposes; but Soldier Field itself was still owned and
controlled by the Park District. In contrast, pursuant to the Ground Lease under consideration
here, Museum is defined as the museum building and related improvements, fixtures and
facilities to be constructed or installed on the Museum Site by Lucas Museum of Narrative Art,
pursuant to the terms and provisions of this Lease . . ., and which, during and upon completion
shall be owned by Lucas Museum of Narrative Art for the Term of the Lease. (FAC Exh. A.,
p. 8) (emphasis added). Friends of Parks is not controlling in this instance.
Plaintiffs claim that a 99-year lease term is a legal subterfuge (Dkt. 77, p. 10) and, in
effect, a surrender of ownership. In Dept of Pub. Works & Buildings v. Metro. Life Ins. Co., 192
N.E.2d 607 (Ill. App. Ct. 1963), an Illinois Appellate Court stated: It is well established that
lessees for years holding under a valid lease have such an interest in real property as to be
classified as owners in the constitutional sense and are entitled to compensation for the taking of
their interest in the property. Dept of Pub. Works & Buildings v. Metro. Life Ins. Co., 192
N.E.2d at 610. In Pierce v. Pierce, 23 N.E.2d 511 (Ill. 1954), the Illinois Supreme Court held
that a 99-year lease may be the subject of a partition. Pierce, 123 N.E.2d at 511. These cases
stand for the proposition that a long-term lease may convey an interest in real property.
Defendants argue that the public-trust doctrine is only implicated when public-trust
property is completely conveyed (title is entirely relinquished) to a private entity. (Dkt. 66,

12

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p. 12) (emphasis added).3 But in Illinois Central Railroad, the Supreme Court spoke in broader
terms of control:
Such abdication is not consistent with the exercise of that trust which requires the
government of the state to preserve such waters for the use of the public. The trust
devolving upon the state for the public, and which can only be discharged by the
management and control of property in which the public has an interest, cannot be
relinquished by a transfer of the property. The control of the state for the purposes
of the trust can never be lost, except as to such parcels as are used in promoting
the interests of the public therein, or can be disposed of without any substantial
impairment of the public interest in the lands and waters remaining.
Illinois Cent. R. Co., 146 U.S. at 453 (emphasis added). Plaintiffs sufficiently plead that the
Ground Lease effectively surrenders control of the Museum Site (FAC, 1) and places the
public-trust land entirely beyond the direction and control of the state. Id. at 454.
Defendants also argue that the LMNA will primarily benefit the public and not a private
interest. Plaintiffs have sufficiently pled that the proposed Museum is not for the benefit of the
public but will impair public interest in the land and benefit the LMNA and promote private
and/or commercial interests.4 Moreover, as mentioned above, Defendants raise a question of fact
in this regard not now properly considered. Plaintiffs have plausibly stated a claim for a
violation of the public-trust doctrine. Thus, Defendants Motion to Dismiss is denied with
respect to Count III.

Conveyance includes a leasehold interest. A conveyance is the voluntary transfer of a


right or of property. Blacks Law Dictionary (10th ed. 2014). A lease is 1. A contract by
which a rightful possessor of real property conveys the right to use and occupy the property in
exchange for consideration, usu. rent. . . . Id. (emphasis added).
4

There is a balance between preservation of public-trust lands and encroaching upon


those lands for the public good. See Paepcke, 263 N.E.2d at 21. However, courts must be
skeptical with claims of public benefit; otherwise, [t]he legislature would have unfettered
discretion to breach the public trust as long as it was able to articulate some gain to the public.
Lake Michigan Fedn, 742 F. Supp. at 446. Nor should the federal court carve out an exception
to the law because the affected private party is a respectable non-profit entity. Id. at 449.
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CONCLUSION
For the reasons set forth above, Defendants Motion to Dismiss [65] is denied.

Date:

February 4, 2016
JOHN W. DARRAH
United States District Court Judge

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IN THE UNITED STATES DISTRICT COURT


FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
FRIENDS OF THE PARKS, SYLVIA MANN, and
JOHN BUENZ,
Plaintiffs,
v.
CHICAGO PARK DISTRICT and
CITY OF CHICAGO,
Defendants.

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No. 14-cv-9096
The Honorable John W. Darrah

FIRST AMENDED COMPLAINT


Introduction
1.

Plaintiffs Friends of the Parks, et al., seek to bar or enjoin the Chicago Park

District and the City of Chicago from authorizing, approving or taking any role in the
construction of any new building or developmentincluding the so-called Lucas Museum of
Narrative Arton any property or transferring control of any property that is held solely by the
State of Illinois in trust for the public. Specifically, plaintiffs seek to bar any transfer of the land
south of the Soldier Field as legally described in the proposed 99-year ground lease attached
hereto as Exhibit A and incorporated herein by reference. Under the public trust doctrine
recognized in both federal and state courts, the proposed ground lease attached as Exhibit A
unlawfully conveys to a private party a right of continuing and essentially exclusive control over
the aforesaid propertyproperty that was recovered from the waters of Lake Michigan and is to
be held in trust by the State of Illinois for the people of Illinois as open space for their use and
enjoyment and for access to navigation, fishing and commerce on Lake Michigan. Accordingly,
these defendants may not build or erect a structure on such property for up to three successive
99-year periods. Under the proposed ground lease, the reversionary interest to the people of
1

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Illinois is without any monetary value, and the LMNA has received control of some of the most
valuable real estate in the nation without any payment to the State of Illinois or the defendants.
2.

First, pursuant to 42 U.S.C. 1983, plaintiffs challenge the right of the local

governmental defendants to build on or dispose of such trust property, in which every citizen of
the State has an equal beneficial interest, without the specific consent and authorization of the
General Assembly of the State of Illinois. While the ground lease refers to an amendment to the
Park District Aquarium and Museum Act, 70 ILCS 1290/0.01 et seq., by which the State makes a
blanket delegation of its authority over public trust property to various park districts to build any
structure that they may choose to designate as a museum, and alienate such property for an
indefinite number of 99-year leases, such a delegation is without effect and inconsistent with the
legal obligation of the State to act as trustee over any property not owned by the State in the
same manner as other public property but held in trust for the public. Accordingly, because such
a blanket delegation of authority on a permanent basis is void and without effect, the defendants
may not proceed with the proposed ground lease unless and until it has been specifically
approved by the General Assembly. Accordingly, absent appropriate and specific authorization
by the General Assembly, the execution of the proposed ground lease will diminish or impair the
beneficial interest of plaintiffs and other Illinois citizens in such trust property, in violation of the
Due Process Clause of the Fourteenth Amendment of the United States Constitution.
Furthermore, the transfer of such property in which the people of Illinois have a beneficial
interest without any compensation for such property by the LMNA or other fair value is an
unlawful taking in violation of the Takings Clause of the Fifth Amendment as incorporated by
the Due Process Clause of the Fourteenth Amendment. The value of any miscellaneous
improvements in landscaping of Lakefront property held in public trust is grossly

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incommensurate with the value of the museum site property being conveyed for up to three 99year periods to the LMNA.
3.

Second, by acting to build on trust property or convey an interest in or control of

such property to the LMNA without a specific authorization of this particular transaction by the
General Assembly, or specific approval of the proposed ground lease by an appropriate state
authority, the local governmental defendants have engaged or will engage in an ultra vires act for
which they have no authority, notwithstanding that the City is a home rule unit.
4.

Third, and in the alternative, even if the State could have made a blanket

delegation of its authority as trustee over public trust property to the various park districts of the
State of Illinois (and the State may not in fact do so), the defendant City of Chicago and
defendant Park District still may not lawfully convey virtually exclusive control over the
proposed museum site to a private entity which is controlled by a private individualand which
may not be revoked at the option of the defendants absent payment of the fair market value of the
site.
5.

Finally, even if the local defendants did have authority to convey such public trust

property under the state statute, they have done so in violation of their fiduciary duty imposed by
the public trust doctrine to set aside the property recovered from Lake Michigan primarily for
use as open space with some reasonable limit on structures that block access to Lake Michigan
and that diminish the public trust property as a pristine environment free of development for
commercial and business purposes, including tourism and entertainment.
Parties
6.

Plaintiff Friends of the Parks (FOTP) is a nonprofit park advocacy organization,

dedicated to preserving, protecting, and improving Chicagos parks and forest preserves for all
citizens.
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7.

Plaintiff Sylvia Mann is a resident of Illinois.

8.

Plaintiff John Buenz is a resident of Illinois.

9.

Defendant Chicago Park District is a body politic and corporate established by

state law. 70 ILCS 1505/3.


10.

Defendant City of Chicago is a body politic and municipal corporation.


Jurisdiction and Venue

11.

This Court has jurisdiction over this matter pursuant to 28 U.S.C. 1331 because

it arises under the Constitution and laws of the United States and pursuant to 28 U.S.C. 1343
because it seeks to redress the deprivation under color of State law of constitutional rights. The
Court has supplemental jurisdiction over the state law claims pursuant to 28 U.S.C. 1367.
12.

Venue is proper in this district because all of the parties reside in this district and

all of the facts giving rise to this action took place in this district.
Facts
13.

On May 16, 2014, the Mayors Lucas Cultural Arts Museum Site Selection Task

Force provided a report to the Mayor recommending the parking lots south of Soldier Field as
the site for constructing the proposed Lucas Museum.
14.

On May 20, 2014, the Mayor publicly endorsed the recommendation of the Task

15.

The new museum will be known as the Lucas Museum of Narrative Art.

16.

The new museum will be operated by a non-profit corporation also called the

Force.

Lucas Museum of Narrative Art (hereinafter LMNA).


17.

On or about September 8, 2014, the Park District entered into a memorandum of

understanding (MOU) with LMNA.

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18.

The MOU states that the museum will be located on the plot of land

recommended by the Mayors Task Force and endorsed by the Mayor:


The Museum will be located in the Museum Campus in the area
generally lying between East Waldr[o]n Drive on the north and the
McCormick Place Lakeside Center (East Building) on the south
(the Project Area).
Ex. A at 2, 1.
19.

On the map below, the Project Area is outlined by the dotted black line:

20.

The Project Area is located within Burnham Park and consists entirely of land

recovered from the navigable waters of Lake Michigan, most of it during the 1920s.
21.

The land encompassed by the Project Area is to be held by the State of Illinois

as public trust property.


5

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22.

At various times the City or the Chicago Park District has claimed to be the owner

of the Project Area.


23.

However, under various court decisions, it has been established that the State of

Illinois is the exclusive trustee of the Project Area.


24.

The Defendants subsequently prepared and made public the unsigned ground

lease attached as Exhibit A.


25.

The ground lease conveys to LMNA a right of quiet possession and enjoyment of

the Project Area for a period of 99 years.


26.

The leasehold interest conveyed by the ground lease to the LMNA may be

renewed for two additional periods of 99 years.


27.

Under the terms of the ground lease, the LMNA assumes full and sole

responsibility for and is granted exclusive control over the construction, maintenance and
operation, repair and management of a building referred to as a museum and located on the
property conveyed by the ground lease.
28.

The defendants have agreed to convey the aforesaid property for the nominal

charge of Ten Dollars.


29.

The Project Area, which is located on the shore of Lake Michigan just south of

Soldier Field and proximate to the Chicago Loop, constitutes some of the most valuable real
estate in Illinois.
30.

The only limitation on the LMNAs use of the property is to comply with the

Mission as set forth in the ground lease.

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31.

Such Mission is a grant of discretion to LMNA to construct any kind of facility

it deems appropriate of any dimensions that it likes and use it in any manner that relates to
narrative art, moving images, and digital technologyactivities and uses that are not defined.
32.

Defendants have no right to supervise or control the Mission within these open-

ended and vague parameters and have given LMNA exclusive control of the trust property, on a
round-the-clock, 24-hour, 7-day-a-week basis.
33.

Nor can defendants decide when or under what circumstances LMNA may depart

from the Mission, as any claim of a breach of the Mission would be resolved not by
defendants but by a neutral third party.
34.

In every other respect, and except for a commitment to allow public access to the

property, the LMNA is the owner of and in exclusive control of the property for up to 297 years.
35.

Accordingly, the fair market value of the reversionary interest retained by the

Park District under the ground lease is zero.


36.

The fair market value of the property is exclusively the value of the leasehold

interest of the LMNA.


37.

The State of Illinois holds the property in trust for the people of Illinois to ensure

that the property is a free and open space with access to activities on Lake Michigan.
38.

The only other trust purpose recognized by the Supreme Court of Illinois is to

preserve the trust property in its pristine natural state.


39.

The construction of a museum on the trust property leased to LMNA will

preclude the use of such property as a clear and open space ensuring unrestricted access to Lake
Michigan.
40.

There are many alternative sites on which the museum could be located.

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41.

The use of such alternative sites would not sacrifice any purpose of the trust.

42.

Defendants insisted on the use of trust property without serious or good faith

consideration of alternative sites not involving trust property.


43.

Defendants insisted on the use of trust property without serious or good faith

consideration of the environmental impact, or the negative impact on the purposes for which the
land is held in trust.
44.

Defendants never offered LMNA the opportunity to locate the museum on any

other site.
45.

Upon information and belief, Defendants never asked LMNA whether it would be

amenable to locating its museum on any other site.


46.

Defendants never prepared or produced a study or assessment of the value of the

property, which is being conveyed for the sum of ten dollars.


Irreparable Injury and Inadequate Remedy at Law
47.

By the actions set forth above, Defendants will interfere with and impair right of

Plaintiffs and other Illinois citizens to use and enjoy property held in trust by the State of Illinois
as a natural resource and pristine physical environment and as a free and open space for access to
and use and enjoyment of navigation, fishing, boating, and commerce on Lake Michigan.
48.

By the same actions set forth aboveincluding the failure of Defendants to

preserve the trust property for their use and enjoyment as a natural resource and physical
environment and by authorizing the construction of an edifice and transfer of control that will
interfere with their unrestricted access to and right to engage in navigation, fishing, boating,
commerce and other activities on Lake Michigan, and by otherwise changing the character of the
property as a trust held equally in commons in their behalf and not for the benefit of any private

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organizationPlaintiffs and other Illinois citizens will suffer an irreparable injury to their
beneficial interest in the property held in trust for them by the State of Illinois.
49.

There is no adequate remedy at law for the impairment of the beneficial interest

in such property held equally by Plaintiffs and other Illinois citizens from the actions set forth
above.
50.

As beneficiaries of a trust Plaintiffs have standing to enjoin a breach of trust

before it occurs.
51.

Furthermore, the relevant approvals of the ground lease by the Park District, the

City Council, and the Plan Commission are within the certain control of both defendants and are
certain to occur.
Count I
Violation of Due Process Clause of the Fourteenth Amendment
52.

The ground lease refers to an amendment to the Park District Aquarium and

Museum Act, 70 ILCS 1290/0.01 et seq.


53.

Neither in that Act nor in any other law does the Illinois General Assembly refer

specifically to the alienation, forfeiture or disposition of the land that is the subject of the ground
lease.
54.

In contrast to other prior legislative acts which refer to and authorize specific

museums at specific sites which partly or entirely involve trust property, the Park District
Aquarium and Museum Act makes a blanket delegation of the authority of the State of Illinois to
various park districts to build any structure that they may choose to designate as a museum.
55.

The Park District Aquarium and Museum Act also do not limit the term of any

such alienation of public trust property or the price at which it may be disposed, or require the

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park districts to take into account the purposes of the trust, or give any weight or primacy to
those purposes.
56.

Accordingly, such Act does not constitute a lawful delegation of the authority of

the State of Illinois to hold the property in trust for the people of Illinois for certain trust
purposes.
57.

Nor does the Act constitute a specific approval of the transfer of the leasehold to

the LMNA for three successive 99-year leases at the sum of ten dollars for each such lease.
58.

The Illinois General Assembly has never considered or approved the ground lease

which transfers the land south of Soldier Field for the sum of ten dollars to the LMNA.
59.

The State of Illinois and not the defendant local governments are the trustees of

property recovered from Lake Michigan.


60.

Accordingly, because the blanket and permanent delegation of legal authority

over trust property by the Act to the defendants and to other local units of government is void
and of no effect, the defendants may not proceed with or enter into or implement the proposed
ground lease unless and until the specific transaction set out in the ground lease has been
specifically approved by the Illinois General Assembly.
61.

Accordingly, by proceeding with the ground lease without the specific

authorization of the State of Illinois which is the trustee of the property subject to such lease,
defendants will take or deprive or otherwise diminish the beneficial ownership interest of
plaintiffs and other Illinois citizens in such property without the proper procedure and in
violation of their rights in such property under the Due Process Clause of the Fourteenth
Amendment of the United States Constitution.

10

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62.

Furthermore, the transfer of such property leaves the State and the citizens of

Illinois with a reversionary interest that has no market value.


63.

Furthermore, the State of Illinois receives no compensation for such a transfer.

64.

The Park District receives the sum of ten dollars for the transfer of the property to

the LMNA.
65.

The LMNA will also make miscellaneous landscaping improvements to property

adjacent to the museum.


66.

The sum of ten dollars and the value of the miscellaneous landscaping

improvements are grossly incommensurate and not fair compensation for the transfer of the
effective ownership of the property described in the ground lease.
67.

Accordingly, the transfer of the trust property on the terms set forth in the 99-year

ground lease and future leases without any adequate, fair or reasonable compensation from the
LMNA for the use of trust property and without the approval of the General Assembly
constitutes an unlawful taking of the trust property by the local defendants from the plaintiffs and
people of Illinois in violation of the Takings Clause of the Fifth Amendment as incorporated into
the Due Process Clause of the Fourteenth Amendment of the United States Constitution..
68.

Accordingly, pursuant to 42 U.S.C. 1983, Plaintiffs seek to bar Defendants from

building or approving the building of the LMNA and from conveying any interest in or control of
the trust property to the LMNA as set forth in the ground lease where the defendants have not
obtained the prior authorization of the General Assembly for this specific museum and this
specific transfer of property set forth in the ground lease and have otherwise acted in violation of
the rights plaintiffs and other Illinois citizens of their rights as holders of a beneficial interest
protected under the Due Process Clause of the Fourteenth Amendment.

11

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69.

Plaintiffs are entitled to a specific consideration by the State of the costs and

benefits of the transfer of public trust property to the LMNA, where the State holds title to the
land in trust for the people of Illinois and has a fiduciary duty to carry out the purposes of such
trustnamely, to hold the property as clear and open space for access to Lake Michigan and to
preserve such property as a pristine natural environment.
In addition, pursuant to 42 U.S.C. 1983, where neither the State nor the local
defendants own the trust property and where the State holds title in trust for the people of
Illinois, Plaintiffs seek to bar the Defendants from any action that takes or diminishes the value
of the beneficial interest of plaintiffs and other Illinois citizens in such trust property without fair
compensation by the LMNA beyond the sum of ten dollars and miscellaneous landscape
improvement, in violation of the Takings Clause of the Fifth Amendment as incorporated into
the Due Process Clause of the Fourteenth Amendment.
WHEREFORE, Plaintiffs respectfully request that the Court:
A. Enjoin the conveyance by Defendants of any right or interest in or transfer of
control of the public trust lands as shown in the map above to the LMNA or any
related organization or individual;
B. Enjoin Defendants from approving or allowing the construction of the LMNA on
the public trust lands shown in the map above;
C. Award Plaintiffs their fees and costs; and
D. Award any other just and equitable relief that the Court deems appropriate.
Count II
Ultra Vires Action
70.

By entering the ground lease attached as Exhibit A for a 99-year lease of trust

property to a private entity such as the LMNA and by doing so without a specific authorization
12

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of such a transaction by the Illinois General Assembly, the defendants have engaged in an ultra
vires act for which they have no authority under state law.
71.

Accordingly, because the defendants lack the authority to transfer control of

property held in trust by the State of Illinois for the people of the State, the ground lease attached
as Exhibit A is without legal effect or validity as a transfer of a property..
WHEREFORE, Plaintiffs respectfully request that the Court:
A. Declare that the purported conveyance by these defendants of trust property as set
forth in the ground lease attached as Exhibit A is invalid and without legal effect
as an ultra vires act by these local units of government;
B. Enjoin the conveyance to LMNA by Defendants of any property rights or interest
in or control of the property in the Project Area shown in the map above;
C. Enjoin the Defendants from approving or allowing the LMNA to construct a
museum or otherwise take control of the property in the Project Area shown in the
map above;
D. Award Plaintiffs their fees and costs; and
E. Award any other just and equitable relief that the Court deems appropriate.
Count III
Violation of Public Trust Doctrine
72.

By the acts set forth above, and even if it were to be assumed that the Defendants

have the authority to act in this matter (and they do not), Defendants are in breach of their duty to
hold the property in trust for the people of Illinois as the beneficial owners of such property.
73.

By entering the ground lease attached as Exhibit A, the defendants have

transferred a public asset belonging to the people of Illinois as the beneficial owners to a private
entity which is controlled by a single private individual.
13

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74.

Furthermore, the defendants have made an effective gift of this valuable real

estate to a private entity controlled by a private individual and transferred an invaluable public
asset for the nominal sum of ten dollars.
75.

Furthermore, such a transfer of trust property to the LMNA as set forth in the

ground lease defeats the purposes for which the property is held in trust.
76.

By entering the ground lease attached as Exhibit A, the defendantsor the State

of Illinois if it were to specifically authorize such a transactionwould defeat the purposes for
which the land is held in trust.
77.

In particular, the proposed ground lease would authorize the construction of a

building or structure that would preclude the use of the trust property as a free and open space
with access to activities on Lake Michigan.
78.

Similarly, the proposed ground lease would authorize the construction of a

museum that would preclude the preservation of the trust property as a pristine natural
environment.
79.

Furthermore, defendants have undertaken this transaction without any

consideration of the impact of the transaction on the purposes for which the property is held in
trust.
80.

In particular defendants have failed in their duty to consider that impact in view of

other actions that have diminished the open space which land recovered from Lake Michigan
once provided.
81.

As beneficiaries of the trust under state law, Plaintiffs have standing to enjoin the

ground lease attached as Exhibit A.

14

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82.

Plaintiffs have standing as well to enforce the trust and prevent the dissipation and

waste of trust assets or actions that impair the value of the trust property to them or interfere with
their use and enjoyment of the trust property as property held in commons in their behalf.
WHEREFORE, Plaintiffs respectfully request that the Court:
A. Enjoin the conveyance by Defendants of any property rights or interest in or
transfer of control of the public trust lands shown in the map above to the LMNA
or any related private organization or individual;
B. Enjoin Defendants from entering, approving or conveying an interest in trust
property under the ground lease attached as Exhibit A;
C. Award Plaintiffs their fees and costs; and
D. Award any other just and equitable relief that the Court deems appropriate.

Dated: October 2, 2015

By:

Thomas H. Geoghegan
Michael P. Persoon
Sean Morales-Doyle
Despres, Schwartz & Geoghegan, Ltd.
77 West Washington Street, Suite 711
Chicago, Illinois 60602
(312) 372-2511

15

/s/ Thomas H. Geoghegan


One of Plaintiffs Attorneys

Case: 1:14-cv-09096 Document #: 63-1 Filed: 10/02/15 Page 1 of 66 PageID #:414

GROUND LEASE
THIS GROUND LEASE (this Lease) is made on or as of the ___ day of
________, 2015 (the Effective Date) by and between the Chicago Park District, a municipal
corporation organized and existing pursuant to the laws of the State of Illinois, 70 ILCS 1505/1
et seq. (the Park District), and Lucas Museum of Narrative Art, a nonprofit public benefit
corporation organized and existing under the laws of the State of California (Lucas Museum of
Narrative Art).
RECITALS
A.
The Park District is the owner of over 8,000 acres of land in the City of Chicago,
including the area known as the Museum Campus along the lakefront in downtown Chicago.
B.
The Museum Campus is the home of the Adler Planetarium, The Field Museum
and the John G. Shedd Aquarium. These museums are independent, nonprofit institutions, and
each uses park land without charge.
C.
Lucas Museum of Narrative Art has proposed to design, develop, construct and
operate a new museum at Lucas Museum of Narrative Arts sole cost and expense on the land
south of the Museum Campus and Soldier Field legally described on Exhibit A attached hereto
and depicted as Sub-Area 3 in the Sub-Area Map attached hereto as Exhibit B-1 (the Museum
Site). The Museum Site is currently the site of a portion of an existing surface parking lot
commonly known as the South Lot.
D.
Lucas Museum of Narrative Art has further proposed to improve and beautify
certain park land surrounding the Museum Site in the area generally lying between Lake Shore
Drive on the west, the south boundary of East Waldron Drive on the north, Burnham Harbor on
the east, and the McCormick Place Lakeside Center (East Building) on the south, as generally
depicted on the Sub-Area Map (the Project Area).
E.
The Park District desires to lease the Museum Site to Lucas Museum of
Narrative Art for the purpose of constructing, operating and maintaining the Museum, and to
grant Lucas Museum of Narrative Art a right of entry over the Project Area for the purpose of
staging and otherwise using portions of the Project Area for activities related to the construction
of the Museum and for the purpose of beautifying and improving the Project Area during and
following construction of the Museum.
F.
Lucas Museum of Narrative Art, the Lucas Family Foundation or a foundation or
dedicated trust affiliated with either (the Foundation) and the Park District will enter into an
Endowment Agreement which will set forth the terms and conditions for the funding of an
Endowment to be used to finance the operation of the Museum.
G.
Lucas Museum of Narrative Art was incorporated in California in 2012 for the
purpose of establishing the Museum, and will establish an office and qualify to do business in
Illinois prior to the commencement of construction of the Museum.
H.
On April 23, 2015, the Illinois General Assembly passed, and on May 1, 2015,
the Governor signed, an amendment to the Park District Aquarium and Museum Act, 70 ILCS
1290/0.01 et seq. (as may be amended from time to time, the Museum Act), providing that a
city or park district may enter into a lease for an initial term not to exceed 99 years, subject to

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renewal, allowing a corporation or society to erect, enlarge, ornament, build, rebuild,


rehabilitate, improve, maintain, and operate its aquarium or museum, together with grounds
immediately adjacent to such aquarium or museum, and to use, possess, and occupy grounds
surrounding such aquarium or museum for the purpose of beautifying and maintaining such
grounds in a manner consistent with the aquarium or museums purpose, and on the conditions
that (1) the public is allowed access to such grounds in a manner consistent with its access to
other public parks, and (2) the city or park district retains a reversionary interest in any
improvements made by the corporation or society on the grounds, including the aquarium or
museum itself, that matures upon the expiration or lawful termination of the lease.
I.
Lucas Museum of Narrative Art owns valuable works of art, and upon the
conditions and agreements herein contained, is willing to construct and has the means to
construct the Museum and bring its art collection to Chicago and operate the Museum in the
public interest.
J.
lakefront.

The Project will add approximately 200,000 square feet of new parkland to the

K.
The Museum will enhance the recreational, cultural and educational resources in
the City, increase the public use of the lakefront parks, provide an invaluable asset to the City
as a tourist attraction, and is in the best interest of the City and its people.
NOW, THEREFORE, in consideration of the mutual covenants, agreements and
warranties contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1.
DEFINITIONS
Except as otherwise defined in this Lease, capitalized terms used in this Lease shall
have the meanings set forth below:
Alterations means any alterations, changes, additions or improvements to the Museum,
excluding normal maintenance and repair.
Architect means an architect or architects licensed in the State of Illinois and engaged
by Lucas Museum of Narrative Art to design the Project Improvements or any portion thereof.
Authorized Lucas Museum of Narrative Art Representative means Lucas Museum of
Narrative Arts designated representative, who initially shall be Mr. Angelo Garcia.
Award means all compensation, sums or anything of value awarded, paid or received
from a Total Taking or Partial Taking.
Bankruptcy Proceeding means any bankruptcy, composition, insolvency,
reorganization, or similar proceeding, whether voluntary or involuntary, under Title 11, United
States Code, or any other or successor federal or state bankruptcy, insolvency, reorganization,
moratorium, or similar law for the relief of debtors, including any assignment for the benefit of
creditors and any adversary proceeding, proceedings for the appointment of a receiver or
trustee, or similar proceeding.

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Bears means the Chicago Bears Football Club, Inc., a Delaware corporation, or its
successor in interest.
Bears Game Days means the days on which Bears Games are played at Soldier Field.
Bears Games means the pre-season, regular season and post-season National
Football League football games for which the Bears are deemed the home team and are
played at Soldier Field.
Bears POA means that certain Permit and Operating Agreement by and among the
Park District, Chicago Bears Football Club, Inc., and Chicago Bears Stadium LLC, dated as of
August 1, 2001, as now or hereafter amended.
Bears POA Amendment means an amendment to the Bears POA providing, among
other matters, for replacement parking and express consent to this Lease.
Building Permit means a demolition, grading, excavation, foundation or other building
permit issued by the City for the construction of the Museum or other Project Improvements.
Budget means a breakdown of the costs to complete the Project Improvements, to be
approved by the Park District, together with any approved amendments thereto.
Capital Improvements means capital improvements which are included within the use
of such term under GAAP (defined below).
Casualty is defined in Section 10.1 of this Lease.
Casualty Demolition Escrow Agreement is defined in Section 10.3 of this Lease.
Casualty Restoration Escrow Agreement is defined in Section 10.2 of this Lease.
Certificate of Occupancy means a certificate of occupancy to be issued by the City
Building Department with respect to the Museum, which may be issued and conditioned on the
completion of certain items not yet constructed or completed.
Certificate of Substantial Completion means the certificate issued by the Architect in
favor of Lucas Museum of Narrative Art and the Park District in the form attached hereto as
Exhibit G.
City means the City of Chicago, an Illinois municipal corporation and home rule
municipality.
Claim(s) means any and all liabilities, suits, claims, demands, judgments, settlements,
arbitration or mediation awards, obligations, losses, fines, damages, penalties, interest, costs,
charges and expenses, including, without limitation, consultants, engineers, architects and
attorneys fees and expenses, court costs and disbursements.
Commencement Date means the later to occur of (a) the date of execution of this
Lease, or (b) the date on which all Conditions to Commencement have been satisfied or waived.
Condemnation Restoration Escrow Agreement is defined in Section 11.2(a) of this

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Lease.
Conditions to Commencement means those conditions which must be fully satisfied or
waived prior to the Commencement Date or any earlier applicable time frames stated for the
satisfaction or waiver thereof as set forth in Exhibit J.
Construction and Staging License Agreement is defined in Section 2.11 of this Lease.
Construction Commencement Date is defined in Section 5.7 of this Lease.
Construction Contract means the contract or contracts by and between Lucas Museum
of Narrative Art and its General Contractor or General Contractors for the Project
Improvements, as may be amended in writing from time to time.
Construction Documents means the detailed working construction drawings for the
Project Improvements prepared by the Architect and delivered to the Park District for approval in
accordance with the terms of this Lease.
Construction Period means the period from the Construction Commencement Date to
and including the date of Substantial Completion of all Project Improvements.
Contingency Expiration Date is defined in Exhibit J.
Contractor(s) means all General Contractors, subcontractors and materialmen of any
type providing services, material, labor, operation or maintenance on, about or adjacent to the
Project Area, whether or not in privity with Lucas Museum of Narrative Art.
Default Rate means (a) if payable to the Park District, an annual rate of interest equal
to the prime rate of interest announced from time to time by JP Morgan Chase Bank, N.A. (or
any successor thereto), or (b) if payable by the Park District, an annual rate of interest equal to
the rate of interest paid by the Park District for borrowed funds at the time of borrowing.
Demolish or Demolition means the demolition of the Museum, the removal of all
construction materials and debris, the excavation and removal of the Museum foundations, the
capping or removal of all utility lines and the grading of the Museum Site to the then surrounding
grade.
Design Agreement means the contract or contracts by and between Lucas Museum of
Narrative Art and the Architect, as may be amended in writing from time to time.
Design Development Documents means all design-related documents prepared by the
Architect during the design development phase of the Project Improvements. The completed
Design Development Documents shall be used in the preparation of the Construction
Documents.
Effective Date is set forth in the initial paragraph of this Lease and means the date on
which this Lease is executed by the Parties.
Endowment is defined in Exhibit J, Section 1(l) of this Lease.
Endowment Agreement is defined in Article 17 of this Lease.

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Environmental Documents means all site investigation reports, surveys, field data, nonprivileged correspondence, analytical results, remedial action plans and remedial action reports,
if any, prepared by or for Lucas Museum of Narrative Art (or otherwise obtained by Lucas
Museum of Narrative Art) regarding the condition and, if necessary, remediation of the Project
Area.
Environmental Laws means any and all Laws relating to the regulation and protection
of human health, safety, any Hazardous Materials, the environment or natural resources now or
hereafter in effect, as amended or supplemented from time to time, including, without limitation,
the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
9601 et seq. (CERCLA), as amended by the Superfund Amendments and Reauthorization Act
of 1986 (SARA); the Resource Conservation and Recovery Act of 1980, 42 U.S.C. 6901 et
seq., as amended by the Hazardous and Solid Waste Amendments of 1984; the Hazardous
Materials Transportation Act, 49 U.S.C. 1801 et seq., the Federal Water Pollution Control Act,
33 U.S.C. 1251 et seq., the Clean Air Act, 42 U.S.C. 7401 et seq., the Toxic Substances
Control Act, 15 U.S.C. 2601 et seq., the Federal Insecticide, Fungicide, and Rodenticide Act,
7 U.S.C. 136 et seq., the Occupational Safety and Health Act, 29 U.S.C. 651 et seq., any
and all rules, regulations, orders and decrees now or hereafter promulgated under any of such
Laws, and all analogous state and local counterparts or equivalents of such Laws, including,
without limitation, the Illinois Environmental Protection Act, 415 ILCS 5/1 et seq.
Escrow Agreement is defined in Section 5.4 of this Lease.
Event of Default is defined in Section 12.1 of this Lease.
Executive Director means the executive director (or his designee) of Lucas Museum of
Narrative Art.
Final Completion Certificate is defined in Section 5.11(a) of this Lease.
Final Completion Date is defined in Section 5.10 of this Lease.
Force Majeure means events or conditions beyond the reasonable control of Lucas
Museum of Narrative Art or the Park District caused by material damage or destruction by fire or
other casualty; strike; delay in transportation of a required material which could not be
reasonably anticipated; shortage of a required material which could not be reasonably
anticipated; unusually adverse weather conditions including, without limitation, severe rain
storms, below-freezing temperatures of abnormal degree or quantity for an abnormal duration;
unknown underground obstructions; tornadoes and cyclones; and such other delays caused by
war, civil strife, and other like or similar events or conditions beyond the reasonable control of
either Party. The term Force Majeure does not include the financial inability of a Party to
perform and satisfy its obligations and duties hereunder.
Foundation is defined in the Recitals.
GAAP means generally accepted accounting principles, consistently applied.
General Contractor(s) means the general contractor(s) or project manager(s) engaged
by Lucas Museum of Narrative Art, and approved by the Park District, to construct the Project
Improvements.

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Governmental Approvals means all permits and approvals necessary for the
development and construction of the Project Improvements, including, without limitation, an
amendment to the existing Planned Development No. 778 governing the Project Area and
approval under the Lake Michigan and Chicago Lakefront Protection Ordinance, Chapter 16-4,
Sections 16-4-010 through 16-4-180 of the Municipal Code of Chicago, as may be amended
from time to time.
Governmental Authority means any federal, state or local governmental authority, unit,
district or entity or any agency, division or department thereof, including, but not limited to, the
State of Illinois, the City, and the Park District
Governmental Function means any regulatory, legislative, permitting, enforcement
(including police power), licensing or other functions which the Park District is authorized or
required to perform in its capacity as a Governmental Authority in accordance with applicable
Laws. The entering into this Lease and the performance by the Park District of its obligations
under this Lease shall not be considered a Governmental Function.
Green Belt means the open space portions of the Project Area located outside the
boundaries of the Museum Site, and depicted as Sub-Area 2 (generally consisting of the open
space surrounding the Waldron Deck) and Sub-Area 4A (generally consisting of the open space
surrounding the Museum) on Exhibit B-1 attached hereto. The portion of the Green Belt located
within Sub-Area 4A is roughly divided into three areas, referred to herein and depicted on
Exhibit B-2 as the Event Prairie, the Eco-Park and the Dune Landscape.
Green Belt Improvements means the landscaping, pathways, drives and related
improvements, fixtures and facilities to be installed or constructed by Lucas Museum of
Narrative Art in, on or about the Project Area surrounding but situated outside of the Museum
Site pursuant to the terms and provisions of this Lease, as more fully described in Exhibit C
hereto and depicted on Exhibit D hereto, and which, upon completion shall be owned by the
Park District.
Hazardous Materials means any substance, whether solid, liquid or gaseous, which is
listed, defined or regulated as a hazardous substance, hazardous waste or solid waste, or
otherwise classified as hazardous or toxic, in or pursuant to any Environmental Laws; or which
is or contains asbestos, radon, any polychlorinated biphenyl, urea formaldehyde foam
insulation, explosive or radioactive material, or motor fuel or other petroleum hydrocarbons; or is
a hazard to the environment or to the health or safety of persons.
Indemnified Party(ies) is defined in Section 8.3 of this Lease.
Indemnifying Party(ies) is defined in Section 8.3 of this Lease.
Infrastructure means all utilities to be installed or constructed as part of the Project
Improvements including, without limitation, water, sanitary sewer, storm water drainage facilities
and electric, gas, telephone and communication lines and facilities, pursuant to the terms and
provisions of this Lease, as more fully described in Exhibit C hereto, and which, upon
completion shall be owned (subject to the interests of any applicable utility) by the Park District.
Initial Term is defined in Section 3.1(a) of this Lease.
Initial Term Expiration Date means the date which is immediately preceding the 99th

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anniversary date of the Commencement Date or such earlier date that this Lease is terminated
in accordance with its terms.
Laws means all applicable federal, state, county, municipal or other laws (including
common law), statutes, codes, ordinances, rules, regulations, executive orders or other
requirements, now or hereafter in effect, as amended or supplemented from time to time,
including, without limitation, the Code of the Park District and the Municipal Code of Chicago,
and any applicable judicial or administrative interpretation thereof, including any applicable
judicial or administrative awards, orders, consent decrees or judgments.
Lease is defined in the initial paragraph of this Lease.
Lease Documents means this Lease and all documents and agreements executed and
delivered by the Parties relating to this Lease specified on Exhibit F hereto.
Leased Premises Reservations is defined in Section 2.2 of this Lease
Lucas Museum of Narrative Art is defined in the initial paragraph of this Lease.
Lucas Museum of Narrative Art Party(ies) means the Lucas Museum of Narrative Art
and its agents, employees, officers, board members, successors and assigns,
Lucas Museum of Narrative Arts Representatives means Lucas Museum of Narrative
Arts agents, employees, designated representatives, contractors, subcontractors, consultants,
licensees, permittees, concessionaires and invitees.
Logistics Plan is defined in Section 5.1 of this Lease.
Maintenance License is defined in Section 2.13 of this Lease.
Material Change means a change in the design or appearance of the Museum Exterior
which reasonably is viewed as having a substantial impact on such design or appearance. Any
change in the dimensions, materials or range of colors of the Museum Exterior, or amount of
hardscape on the Museum Site, as set forth in the approved Design Development Documents
(or subsequently approved Construction Documents), shall be deemed a Material Change.
Mission means the mission of Lucas Museum of Narrative Art, which is to:
(a)
collect, preserve, exhibit, study, and promote narrative art and moving
images, from illustration to cinema to the digital mediums of the 21st century;
(b)
celebrate the innovations of the digital age, while emphasizing the
visitors experience and education, community engagement, diversity of audience and a
commitment to excellence; and
(c)

conduct public outreach and educational programming in connection with

the foregoing.
MOU is defined in Section 18.17 of this Lease.
MPEA means the Metropolitan Pier and Exposition Authority.

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Museum means the museum building and related improvements, fixtures and facilities
to be constructed or installed on the Museum Site by Lucas Museum of Narrative Art, pursuant
to the terms and provisions of this Lease, including the Museum Exterior, as more fully
described in Exhibit C hereto and depicted on Exhibit D hereto, and which, during and upon
completion shall be owned by Lucas Museum of Narrative Art for the Term of the Lease.
Museum Act is defined in the Recitals.
Museum Campus means the museum park and Burnham Harbor area located along
the lakefront in downtown Chicago commencing north of the Field Museum and Shedd
Aquarium and extending south to McCormick Place; the western border of which is Lake Shore
Drive and the eastern border of which is Lake Michigan east of Northerly Island.
Museum Contents means Lucas Museum of Narrative Arts collection of art objects and
artifacts as well as other private and personal property located within the Museum, including,
but not limited to, office furniture, papers and books, which, throughout the Term and after the
expiration of the Term shall remain owned by Lucas Museum of Narrative Art or others who
have contributed, loaned or donated such contents for use, display or storage at the Museum.
Museum Exterior means all exterior elements of the Museum, including the exterior
curtain wall or skin of the Museum building, and all other improvements constructed on the
Museum Site viewable from outside of the Museum Site, including the Museum plaza, but
excluding any non-structural landscaping or beautification.
Museum Site is defined in the Recitals.
New Parking Facility is defined in Exhibit J, Section 1(a).
New Parking Funding Party is defined in Exhibit J, Section 1(a).
Park District Board means the Board of Commissioners of the Park District.
Park District Party(ies) means the Park District and its representatives, agents,
employees, officers, board members, successors and assigns.
Parking Facility means the parking garage located in the Museum.
Partial Taking is defined in Section 11.2(a) of this Lease.
Party means the Park District or Lucas Museum of Narrative Art, as applicable.
PD means Planned Development No. 778, as amended.
PD Documents is defined in Section 5.2(a) of this Lease.
Permitted Exceptions means all of the title exceptions of record which encumber the
Museum Site as of the Commencement Date, as described in Exhibit E attached hereto.
Permitted Use is defined in Section 2.3 of this Lease.

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Pledge Agreement is defined in Exhibit J, Section 1(k) of this Lease.


"Project" means the development of the Project Improvements.
Project Area is defined in the Recitals.
Project Costs means the actual costs and expenses incurred by Lucas Museum of
Narrative Art through the Final Completion Date in connection with the design, development and
construction of the Project Improvements and all other items set forth in the Budget, including
title examination and issuance of a leasehold owners title insurance policy, and all fees,
charges, expenses, and other costs incurred which are so-called soft costs and not
construction costs.
Project Engineer means the engineer or architect selected by the Park District who will
act on behalf of the Park District to monitor the progress of the construction of the Project
Improvements and otherwise provide the services set forth in the Project Engineer Agreement.
At the election of the Park District, there shall be one Project Engineer for the construction of the
Museum and a separate Project Engineer for the construction of the Green Belt Improvements.
Project Engineer Agreement means an agreement (or agreements) with the Project
Engineer (or Project Engineers) satisfactory to the Park District which shall require the Project
Engineer or his agent to provide the following services for the Park District at the Park Districts
sole cost and expense:
(a)
inspection of all construction work performed by Lucas Museum of
Narrative Art and its Contractors, without causing unreasonable interference with or
delays in construction, to assure the Park District that the Project Improvements have
been constructed in compliance with the final Construction Documents and in
accordance with the terms and provisions of this Lease; and
(b)
review of all change orders to determine the construction feasibility of any
change order with respect to the Project Improvements;
(c)
review of all change orders to determine the financial impact of such
change orders with respect to the Budget and the funds available in the Segregated
Account for the overall construction of the Project Improvements; and
(d)
determination of the adequacy during the Construction Period of the
funds in the Segregated Account to pay for all of the Project Improvements and the cost
of Demolition of the Museum.
Project Improvements means, collectively, the Museum and the Green Belt
Improvements.
Punch List means the list of Punch List Items to be prepared as provided in Section
5.10.
Punch List Items means those minor items of work to be completed to receive a Final
Completion Certificate for any Project Improvements, which will not materially interfere with the
use and (where applicable) occupancy of all or a portion of the Project Improvements and which
are otherwise of a scope and nature as this defined term is commonly understood in the

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construction industry.
Record Drawings means shop drawings prepared in connection with the construction
work as and to the extent required by the Construction Documents, as modified to indicate
approved change orders and Architects supplementary instructions. The Record Drawings shall
be made available to the Project Engineer(s) at the Museum Site for inspection.
Remediation Costs means governmental or regulatory body response costs, natural
resource damages, property damages, and the costs of any investigation, cleanup, monitoring,
remedial, removal or restoration work required by any federal, state or local governmental
agency or political subdivision or other third party in connection or associated with the Project
Area or any improvements, facilities or operations located or formerly located thereon.
Remediation Work is defined in Section 5.6 of this Lease.
Renewal Notice is defined in Section 3.1(b) of this Lease.
Renewal Option is defined in Section 3.1(b) of this Lease.
Renewal Term is defined in Section 3.1(b) of this Lease.
Rent is defined in Section 4.1 of this Lease.
Restoration is defined in Section 10.1 of this Lease.
Schedule means the time line for completion of the Museum and Project Improvements
to be provided by Lucas Museum of Narrative Art and approved by the Park District, as may be
adjusted in accordance with this Lease. If for any reason the Lucas Museum of Narrative Art
elects to accelerate construction and bear the cost thereof, the Park District shall not
unreasonably fail to approve such acceleration and modification of the approved Schedule in
accordance therewith.
Segregated Account means a separate, segregated account established by or on
behalf of Lucas Museum of Narrative Art for the deposit of funds to be used solely to finance
construction of the Project Improvements and, if required by the terms of this Lease, to
Demolish the Museum, and for no other purpose.
Site Coordination Agreement is defined in Exhibit J, Section 1(t).
SMG Management Services Agreement means that certain Management Services
Agreement to Manage and Operate Sports Facilities by and between the Park District and SMG,
a Pennsylvania general partnership, dated as of April 18, 2013, as now or hereafter amended.
South Lot is defined in the Recitals.
Subordinate Uses is defined in Section 2.3 of this Lease.
Substantial Completion is defined in Section 5.8 of this Lease.
Substantial Completion Date means the date by which the Project Improvements shall
be substantially complete in the manner described in Section 5.8 of this Lease.

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Survey means a survey of the Museum Site completed in accordance with the
minimum standard detail requirements for an ALTA/ASCM survey, showing all visible
improvements, easements, rights of way, access, hook-up to utilities, and other matters relating
to the development of the Museum Site, as well as the number of square feet which comprise
the Museum Site.
Taking means (a) the exercise by any condemning authority of the power of eminent
domain, whether by legal proceedings or otherwise, or (b) a voluntary sale or transfer to any
condemning authority, either under threat of eminent domain or while eminent domain
proceedings are pending.
Term means the Initial Term plus each Renewal Term, if properly and timely exercised
pursuant to Section 3.1(b).
Termination Date means the last day of the Term.
Termination Exercise Notice is defined in Section 12.2 of this Lease.
Testing means any testing of the Project Improvements performed by or on behalf of
Lucas Museum of Narrative Art. During the Construction Period, Lucas Museum of Narrative Art
shall provide a copy of any Testing report to the Park District.
Total Taking is defined in Section 11.1 of this Lease.
ARTICLE 2.
LEASE OF MUSEUM SITE
2.1
Lease of Museum Site. Subject to the terms, provisions and conditions of this
Lease, commencing on the Commencement Date and expiring on the Termination Date, unless
this Lease expires or is terminated on an earlier date pursuant to the terms and provisions
hereof, the Park District hereby leases and demises to Lucas Museum of Narrative Art, and
Lucas Museum of Narrative Art hereby leases from the Park District the Museum Site.
Notwithstanding the leasehold rights granted hereunder to Lucas Museum of Narrative Art,
Lucas Museum of Narrative Art shall have no greater interest than the general public in or right
to any Green Belt Improvements from and after the Final Completion Date for such Green Belt
Improvements, except as provided in Sections 2.11 (Right of Entry for Construction), 2.13
(Maintenance of Project Area Landscaping) and 5.17(b) (Booking of Event Prairie).
2.2
Reservations. Notwithstanding anything in this Lease to the contrary, the Park
District hereby reserves (and Lucas Museum of Narrative Arts leasehold interest in the Museum
Site shall not include) the following (the Leased Premises Reservations):
(a)
Ingress and Egress. For the benefit of the public and the Park District, the
non-exclusive right of ingress and egress to, from and across the outside public areas
located on the Museum Site.
(b)
Utilities. The right of the Park District, at the Park Districts sole cost and
expense, to install on, under, over or below the Leased Premises any and all utilities and
appurtenances related thereto that it reasonably deems necessary; provided, however,
that any such utilities and appurtenances shall not interfere in any unwarranted respect
with Lucas Museum of Narrative Arts use of the Museum Site. All construction of such

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utility lines and appurtenances shall be promptly completed and shall not interfere in any
unwarranted respect with Lucas Museum of Narrative Arts construction activities,
conduct of business or obligations under applicable Laws. In addition, the Park District
shall promptly repair or replace all landscaping, trees, irrigation lines, surface materials,
paving, asphalt, concrete, fences, sidewalks and other facilities located on the Museum
Site to the condition that existed prior to such utility construction or maintenance at no
cost or expense to Lucas Museum of Narrative Art.
2.3
Permitted Use of Museum Site. Lucas Museum of Narrative Art shall at all times
during the Term use the Museum Site solely for the purpose of (a) constructing, repairing and
restoring the Museum; (b) following Substantial Completion, operating and maintaining the
Museum in accordance with its Mission and for the benefit of the general public; (c) operating
the Museum in compliance with the Museum Act, including, without limitation, the Museum Acts
free admission requirements, as such requirements may be amended, (d) operating the Parking
Facility; and (e) operating a gift shop, providing food services, hosting performances and special
events, operating an observation deck open to the public and otherwise offering services and
programming, to support the Mission of the Museum and serve its patrons and guests, provided
that all such uses under clauses (d) and (e) shall be subordinate to and in furtherance of the
Mission of the Museum (Subordinate Uses) and the rates charged for parking in the Parking
Facility shall be consistent with the rates charged for public parking in the Museum Campus.
The purposes described in clauses (a), (b), (c), (d) and (e) of this Section 2.3 are collectively
referred to in this Lease as the Permitted Use. Any proposed change in the Mission of the
Museum, or the Museums operations resulting from any such change in its Mission, requires
the prior written approval of the Park District.
2.4
No Public Funding. Lucas Museum of Narrative Art shall not receive any funding
from the Park District or the City for the design and construction of the Project Improvements,
the operation and maintenance of the Museum or the Museum Site, or the performance of any
of its obligations under this Lease. Lucas Museum of Narrative Art waives any claim to or right
to participate in the Park Districts annual allocations of tax revenues to the eleven Museums in
the Park to subsidize operations, maintenance, and Capital Improvements. The revenues
collected by Lucas Museum of Narrative Art from admission fees, which may be retained for
future expenditures permitted by this sentence, shall be used solely for (a) the use,
maintenance, and management of the Museum and the Museum Site, including, without
limitation, the expansion of the Museums collection of art objects and other materials, , or (b)
deposit into the Endowment.
2.5
Quiet Enjoyment. During the Term, the Park District agrees that so long as no
Event of Default on the part of Lucas Museum of Narrative Art exists and is continuing, Lucas
Museum of Narrative Art shall be entitled to and shall have, subject to the Park Districts police
and regulatory powers, the quiet possession and enjoyment of the Museum Site without
disturbance by the Park District or anyone claiming through or under the Park District.
2.6
Present Condition of Project Area.
Lucas Museum of Narrative Art
acknowledges, understands, covenants and agrees as of the date hereof, as follows:
(a)
Lucas Museum of Narrative Art, by its execution of this Lease, accepts
the Project Area in its AS IS, WHERE IS AND WITH ALL FAULTS CONDITION,
without the benefit of any covenant, representation or warranty, express or implied, of
any kind, of the Park District, or recourse to the Park District;

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(b)
Lucas Museum of Narrative Art has inspected the Project Area, and is
aware of the physical, structural, environmental and geological condition of the Project
Area, and the suitability of the Project Area for the Project Improvements, and Lucas
Museum of Narrative Art accepts all of the risks relating to the foregoing;
(c)
Lucas Museum of Narrative Art acknowledges that neither the Park
District nor the City has made any representations or warranties regarding the physical,
structural, environmental or geological condition of the Project Area or the suitability of
the Project Area for the Project Improvements;
(d)
Lucas Museum of Narrative Art has reviewed title to the Museum Site and
is satisfied with the status of title to the Museum Site;
(e)
Lucas Museum of Narrative Art is satisfied with all existing on-site
conditions, including without limitation, the soils, the soil condition and the soil
compaction of the Project Area;
(f)
Lucas Museum of Narrative Art is satisfied with the environmental
condition of the Project Area;
(g)
Lucas Museum of Narrative Art acknowledges that it is relying solely upon
its own inspection and other due diligence activities and not upon any information
(including, without limitation, environmental studies or reports of any kind) provided by or
on behalf of the Park District, the City, or their agents or employees with respect thereto,
and Lucas Museum of Narrative Art agrees that it is Lucas Museum of Narrative Arts
sole responsibility and obligation to perform any Remediation Work, pay for Remediation
Costs and take such other action as is necessary to put the Project Area in a condition
which is suitable for the proposed use;
(h)
the Park District shall not be required to perform any work on the Museum
Site of any kind whatsoever or construct any improvements, furnish any services or
facilities, perform any maintenance or make any repairs or alterations in or to the
Museum Site or the Museum to be situated on the Museum Site, or build any
infrastructure in, on or under the Museum Site necessary to service the Museum Site
during the Term of this Lease;
(i)
Lucas Museum of Narrative Art hereby assumes the full and sole
responsibility for (i) the construction of the Museum; (ii) the condition, operation, repair,
replacement, maintenance and management of the Museum; and (iii) the performance
of, and compliance with, all covenants, conditions and restrictions of record referenced
in the Permitted Exceptions; and
(j)
Lucas Museum of Narrative Art has examined the zoning and building
codes and other applicable Laws relating to the Museum Site and has examined all
applicable covenants, conditions and restrictions of record relating to the Museum Site,
and Lucas Museum of Narrative Art assumes all risks relating to compliance of the
Museum and the Museum Site with such zoning and building codes and such other
applicable Laws relating to the Museum and the Museum Site and all such applicable
covenants, conditions and restrictions of record when constructing the Museum and
when operating, occupying and/or demolishing any existing improvements or structures
at the Museum Site.

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2.7
Release. Lucas Museum of Narrative Art hereby releases, relinquishes and
forever discharges the Park District Parties from and against any and all Claims which Lucas
Museum of Narrative Art ever had, now has, or hereafter may have, under any existing or future
theory of law (federal, state or local, or by common law), whether grounded in tort or contract or
otherwise, in any and all courts or other forums, of whatever kind or nature, whether known or
unknown, foreseen or unforeseen, based upon, arising out of or in any way connected with,
directly or indirectly, the physical, structural, geological or environmental condition of the Project
Area or any improvements, facilities or operations located or formerly located thereon, including,
without limitation, the presence or suspected presence of Hazardous Materials, or other
contaminants or pollutants in, on, under or about the Project Area, and shall undertake and
discharge all liabilities of the Park District arising from any physical, structural, geological or
environmental condition that existed on the Museum Site prior to the Commencement Date.
The provisions of this Section 2.7 shall survive the expiration or earlier termination of this Lease.
2.8
Operation of Museum Site Generally. Without limiting any other requirement or
right set forth in this Lease, specifically including Section 2.5 (Quiet Enjoyment), Lucas Museum
of Narrative Art shall operate the Museum solely for the Permitted Use in accordance with the
requirements of this Lease during the Term of this Lease, and conduct its operations at the
Museum and at the Museum Site in a manner consistent with museums located on the Museum
Campus and so as not to interfere with the use of adjacent areas surrounding the Museum,
provided that no use of such adjacent areas by individuals who happen to be patrons of the
Museum or the mere existence of the Museum on the Museum Site shall be deemed
interference for purposes of the foregoing. Such operation by Lucas Museum of Narrative Art is
subject to the rights of the Park District, as landlord, to take reasonable steps necessary to
monitor compliance with the foregoing.
2.9
Title and Survey. Prior to or on the Commencement Date, Lucas Museum of
Narrative Art intends to obtain, at its sole cost and expense, a leasehold policy of title insurance,
insuring Lucas Museum of Narrative Arts leasehold interest in the Museum Site and a Survey of
the Museum Site, and, when obtained in final form, shall deliver copies of the same to the Park
District.
2.10

Use of Museum Site in Compliance with Law.

(a)
Lucas Museum of Narrative Art shall not operate or occupy, or permit the
Museum Site to be operated or occupied, in whole or in part, in a manner which would in
any way violate any Certificate of Occupancy issued for the Museum, or make void or
voidable any insurance obtained by or on behalf of Lucas Museum of Narrative Art then
in force with respect to the Museum, or which would make it impossible to obtain fire or
other insurance thereon required to be furnished by Lucas Museum of Narrative Art
under this Lease, or which would constitute a public nuisance, or which would disrupt the
safe, efficient and normal operations of the Museum Campus and Burnham Park.
(b)
Lucas Museum of Narrative Art shall not use or occupy, or permit the use
or occupancy of, the Museum or the Museum Site, in whole or in part, in a manner which
would violate any applicable Laws.
2.11 Right of Entry for Construction. Subject to the terms, provisions and conditions
of this Lease, the Park District will grant to Lucas Museum of Narrative Art a non-exclusive
temporary right of entry in, on, over and across the Project Area pursuant to a recordable right

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of entry agreement in the form of Exhibit K attached hereto (the Construction and Staging
License Agreement). The Construction and Staging License Agreement will commence prior to
the commencement of construction of the Project Improvements, but not prior to _____, 2016,
and will terminate upon completion (or Lucas Museum of Narrative Arts abandonment) of
construction of the Project Improvements.
2.12 Costs. All of Lucas Museum of Narrative Arts costs and expenses incurred in
connection with the performance of all inspections and other due diligence and in obtaining and
reviewing all of the structural and geological reports, environmental assessments, title
commitments and title policies, and any other items deemed necessary by Lucas Museum of
Narrative Art, whenever incurred, are the sole and absolute responsibility of Lucas Museum of
Narrative Art.
2.13 Maintenance of Project Area Landscaping. Following Substantial Completion of
the Green Belt Improvements, Lucas Museum of Narrative Art shall maintain the Green Belt
Improvements in the area surrounding the Museum Site, designated as Sub-Area 4A on Exhibit
B attached hereto, at its sole cost and expense. The Park District shall grant to Lucas Museum
of Narrative Art a non-exclusive license in, over and across Sub-Area 4A in recordable form,
attached hereto as Exhibit L, for such maintenance (the Maintenance License), which shall
include the replacement or re-sodding of the surface of the Event Prairie to the extent
reasonably necessary for parking on Bears Game Days and for uses consistent with the
Museums Mission and other park purposes. The Park District shall be responsible at its sole
cost for restoring, replacing and re-sodding the Event Prairie after Bears Game Days and other
special events authorized by the Park District,, other than events scheduled for use by the
Lucas Museum of Narrative Art, pursuant to Section 5.17(b).
2.14 Police Control. Lucas Museum of Narrative Art acknowledges that the Park
District is a municipal corporation organized and existing pursuant to the laws of the State of
Illinois, 70 ILCS 1505/1 et seq., exercising certain police powers, taxation powers and other
Governmental Functions of general application which affect the Project, and that nothing in this
Lease shall be construed to limit the Park Districts police powers over the entire Project Area.
The operations of any private security firm retained by Lucas Museum of Narrative Art on the
Museum Site shall be subject to the Park Districts police and regulatory powers.
ARTICLE 3.
TERM
3.1

Term of Lease.

(a)
Initial Term. This Lease shall have an initial term of ninety-nine (99)
years commencing on the Commencement Date as set forth herein (the Initial Term).
Unless terminated sooner in accordance with the provisions of this Lease, the Initial
Term shall expire on the day immediately preceding the ninety-ninth (99th) anniversary of
the Commencement Date.
(b)
Renewal Term. Lucas Museum of Narrative Art may exercise two (2)
separate renewal options (each, a Renewal Option and collectively, the Renewal
Options), each of which shall require approval from the Park Districts Board, and when
so approved shall extend the then current Term for an additional period of 99 years
(each such extension being a Renewal Term). Each Renewal Term shall be upon the
same terms and conditions applicable as of the expiration of the Initial Term or any

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Renewal Term, as the case may be. Lucas Museum of Narrative Art shall exercise each
Renewal Option by giving the Park District written notice thereof (Renewal Notice) no
later than two (2) years prior to the expiration of the Initial Term or the Renewal Term
then in effect, as the case may be. Following receipt of such Renewal Notice, provided
there is no existing material Event of Default by Lucas Museum of Narrative Art that has
not been cured within the applicable notice and cure periods herein set forth, the Park
District diligently and in good faith shall seek to obtain Park District Board approval, and
upon such Park District Board approval, the Term of the Lease shall be extended for the
then applicable Renewal Term. If Lucas Museum of Narrative Art does not deliver a
Renewal Notice, or the Park District Board, following the Park Districts receipt of a
Renewal Notice, disapproves the extension of the then current Term, the then next
applicable Renewal Option (and all subsequent Renewal Options) shall be deemed
cancelled and the Term shall expire at the end of the Initial Term or the Renewal Term
then in effect, as the case may be. All references in this Lease to the Term hereof
means the Term as it may be renewed in accordance with this Section 3.1(b). Prior to
the expiration of the final Renewal Term, the Park District and Lucas Museum of
Narrative Art contemplate that they will enter into negotiations to extend the Term.
3.2
Holdover of Museum Site. In the event of the continued occupancy by Lucas
Museum of Narrative Art of all or a portion of the Museum Site after expiration or termination of
this Lease without the prior written consent of the Park District, Lucas Museum of Narrative Art
shall indemnify the Park District against all actual damages sustained by the Park District arising
out of Lucas Museum of Narrative Arts remaining in possession of the Museum Site during the
holdover period. Notwithstanding the foregoing, Lucas Museum of Narrative Art shall have a
period of one hundred twenty (120) days following the expiration or termination of the Lease to
remove all Museum Contents and no such period shall be deemed a holdover period. The
insurance and indemnification provisions of this Lease shall remain in full force and effect during
such 120-day period. Except as so stated above, no occupancy by Lucas Museum of Narrative
Art after the expiration or other termination of this Lease shall be construed to extend the Term.
3.3
Return of the Museum Site. Subject to the provisions of Sections 3.2 and 12.2,
on the expiration or other termination of this Lease, time being of the essence, Lucas Museum
of Narrative Art promptly shall return the Museum Site to the Park District in good condition and
repair, excluding ordinary wear and tear. Lucas Museum of Narrative Art shall remove all
Museum Contents and any other personal property and trade fixtures (including all equipment)
of Lucas Museum of Narrative Art from the Museum Site within one hundred twenty (120) days
following the date of expiration or termination. Lucas Museum of Narrative Art shall not remove
any permanent improvements constructed on the Museum Site or any fixtures (other than trade
fixtures which have been installed by Lucas Museum of Narrative Art for Lucas Museum of
Narrative Arts specific use within the Museum) without the Park Districts prior written approval
or permission. Lucas Museum of Narrative Art shall repair any damage to the Museum and the
Museum Site caused by Lucas Museum of Narrative Arts removal of any of the Museum
Contents or any of its personal property or trade fixtures. All such removal and repair required
of Lucas Museum of Narrative Art pursuant to this Section 3.3 shall be at Lucas Museum of
Narrative Arts sole cost and expense. If, within one hundred twenty (120) days following the
expiration or other termination of this Lease, Lucas Museum of Narrative Art fails to remove any
items required to be removed by Lucas Museum of Narrative Art hereunder or fails to repair any
resulting damage, then the Park District may remove said items, and repair any resulting
damage and Lucas Museum of Narrative Art shall pay the Park District's out-of-pocket costs of
any such removal and repair, together with interest thereon at the Default Rate from and after
the date such costs were incurred until receipt of full payment therefor.

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3.4

Park District Utilization of Plans and Specifications.

(a)
Museum. Following the Termination Date or any earlier termination of
this Lease, Lucas Museum of Narrative Art shall furnish to the Park District, and the Park
District shall have the right to utilize, a complete set of the as built plans and
specifications for the Museum in connection with any construction, repairs, demolition,
restoration, improvement or other work performed with respect to the Museum or with
respect to the area at, or in the vicinity of, the Museum Site. Lucas Museum of Narrative
Art shall also deliver to the Park District, in the format delivered to Lucas Museum of
Narrative Art, all final reports prepared for Lucas Museum of Narrative Art on the
environmental or physical condition of the Museum Site to the extent not previously
delivered to the Park District. If required by Law, upon completion of construction of the
Museum, said plans, specifications and final reports shall be delivered, in the format
delivered to Lucas Museum of Narrative Art, to an accounting or engineering firm
selected by the Park District and shall be available to the Park District to fulfill its
statutory duties.
(b)
Green Belt Improvements. Following the Final Completion Date of the
Green Belt Improvements, Lucas Museum of Narrative Art shall furnish to the Park
District in digital format and without hard copies, and the Park District shall have the right
to utilize, a complete set of the as built plans and specifications for the Green Belt
Improvements in connection with any construction, repairs, demolition, restoration,
improvement or other work performed with respect to the Green Belt Improvements.
3.5
Reversion to the Park District. From the Commencement Date, this Lease
conveys to Lucas Museum of Narrative Art a leasehold estate in the Museum Site, and it is
intended by the Park District and Lucas Museum of Narrative Art that the Park District shall be
forever the holder of fee simple title to the Museum Site. On the Termination Date or upon any
earlier termination of this Lease, Lucas Museum of Narrative Art shall have no further interest in,
or right to, the Museum Site or the Museum, other than the right to remove the Museum
Contents and any other personal property and trade fixtures within one hundred twenty (120)
days thereafter. Lucas Museum of Narrative Art covenants and agrees that on the Termination
Date or upon any earlier termination of this Lease, (a) the Museum and the Museum Site shall
be vested in the Park District free of all liens, security interests and encumbrances caused or
permitted by Lucas Museum of Narrative Art, but subject to the removal rights stated above, (b)
at the request of the Park District, Lucas Museum of Narrative Art or the then holder of the
leasehold estate hereunder shall execute and deliver to the Park District (in recordable form, if
permitted by Law) all documents reasonably necessary to evidence the reversion of the
leasehold estate and the conveyance of the Museum, including, without limitation, a quit-claim
deed, and (c) Lucas Museum of Narrative Art or the then holder of the leasehold estate shall
deliver to the Park District the most current as built plans and specifications for the Museum
and the most recently obtained third party final reports regarding the environmental or physical
condition of the Museum Site to the extent not previously delivered to the Park District, provided
that any as-built plans and specifications shall be delivered in digital format, without hard
copies. Lucas Museum of Narrative Art shall also deliver to the Park District true and complete
maintenance records for the Museum and the Museum Site for the five (5) year period prior to
the termination of this Lease, all original licenses and permits then pertaining to the Museum
and the Museum Site, the Certificate of Occupancy then in effect for the Museum, and all
assignable warranties and guarantees then in effect which Lucas Museum of Narrative Art has
received in connection with any work or services performed with respect to the Museum and the

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Museum Site, or with respect to the equipment installed in the Museum or on the Museum Site,
together with a duly executed assignment of any of the foregoing to the Park District. All
maintenance and service contracts affecting the Museum and the Museum Site entered into by
Lucas Museum of Narrative Art shall terminate on the Termination Date or upon any earlier
termination of this Lease.
ARTICLE 4.
RENT
4.1
Rent; Net Lease. The rent (Rent) for this Lease is Ten and 00/100 Dollars
($10.00) payable by Lucas Museum of Narrative Art on the Commencement Date, the receipt
and sufficiency of which, when taken together with the material covenants and agreements set
forth herein, are hereby acknowledged by the Park District. Subject to any express offset rights
set forth in this Lease, Lucas Museum of Narrative Art covenants and agrees that the Rent
specified in this Lease shall be absolutely net of any costs or expenses to the Park District,
whether such costs or expenses are applicable to the Museum, the Museum Site, Lucas
Museum of Narrative Art, the Park District or anything or anyone else. Lucas Museum of
Narrative Art shall be solely responsible for all capital costs associated with the Museum and
the Museum Site and all operating expenses attributable to the operation and maintenance of
the Museum and the Museum Site.
4.2

Taxes.

(a)
Payment. Lucas Museum of Narrative Art shall pay before delinquency
any and all federal, state, and local taxes, assessments, fees, or charges that may be
levied or imposed upon Lucas Museum of Narrative Arts interest in this Lease or any
possessory right that Lucas Museum of Narrative Art may have in or to the Museum Site
or the Museum, as well as all amusement or use taxes and all taxes, assessments, fees
and charges on goods, merchandise, fixtures, appliances, equipment, and property
owned by it in, on or about the Museum Site. The Park District shall have no
responsibility whatsoever for Lucas Museum of Narrative Arts tax liability whether such
taxes were levied before, during, or after the Term of this Lease.
(b)
Contest. Lucas Museum of Narrative Art may contest the amount or
validity of any taxes, assessments, fees, or charges which Lucas Museum of Narrative
Art is obligated to pay under this Section 4.2 by appropriate legal proceedings, diligently
pursued, provided that: (i) Lucas Museum of Narrative Art makes all such contested
payments (which may be made by Lucas Museum of Narrative Art under protest if Lucas
Museum of Narrative Art so desires) prior to delinquency, (ii) neither the fee interest in
the Museum Site nor any possessory right that Lucas Museum of Narrative Art may
have in or to the Museum Site or the Museum, is subject to being immediately sold,
forfeited, lost or interfered with by virtue of such contest, and (iii) all expenses (including
without limitation any fees, penalties or interest) which are assessed or incurred in
connection with or as a result of any such proceedings are paid by Lucas Museum of
Narrative Art when due. Upon the termination of such proceeding, Lucas Museum of
Narrative Art, upon the Park Districts written request therefor, shall deliver to the Park
District proof of the amount of the taxes, assessments, fees, or charges as finally
determined and of payment thereof.
(c)
Payment by the Park District. The Park District may, at any time after the
date payment of a tax or assessment payable by Lucas Museum of Narrative Art
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hereunder becomes delinquent (except to the extent of the tax or assessment being
contested by Lucas Museum of Narrative Art pursuant to subsection (b) above) pay the
delinquent tax or assessment, and the Park District may, at any time after a lien for nonpayment of a tax or assessment has been levied against the Museum or the Museum
Site, pay the tax or assessment resulting in the lien. Lucas Museum of Narrative Art
hereby covenants to reimburse the Park District, within thirty (30) days following demand
therefor, for any amounts so paid or expended by the Park District in the payment of any
tax or assessment, including any interest, penalties or late fees accrued together with
interest thereon at the Default Rate. The remedy set forth in this Section 4.2(c) is in
addition to those remedies available to the Park District under Article 12.
4.3
Utilities. Lucas Museum of Narrative Art shall at its sole cost and expense obtain
separately metered utilities for all utility service it requires at the Museum Site. Lucas Museum
of Narrative Art shall promptly pay for all utility service directly to the appropriate utility company.
The Park District has no responsibility to furnish Lucas Museum of Narrative Art with any utilities
and makes no representations or warranties as to the availability of utilities from the companies
furnishing such utilities. Any interruption of utility services for any reason whatsoever, including,
without limitation, interruptions caused by war, insurrection, civil commotion, riots, acts of God,
government action, repairs, renewals, improvements, alterations, strikes, lockouts, picketing,
whether legal or illegal, accidents, inability to obtain fuel or supplies, or any other causes, shall
never be deemed an eviction or disturbance of Lucas Museum of Narrative Arts use and
possession of the Museum Site or any part thereof or render the Park District liable to Lucas
Museum of Narrative Art for damages unless such interruption in service is due to the gross
negligence or willful misconduct of the Park District.
4.4
Books and Records. Through the Term of this Agreement, Lucas Museum of
Narrative Art agrees to:
(a)
keep adequate and accurate maintenance books and records relating to
its operation of the Museum;
(b)
provide to the Park District a copy of its annual audited financial
statements certified by an independent certified public accountant promptly following
receipt of such by the Lucas Museum of Narrative Art;
(c)
maintain its status as a Section 501(c)(3) tax exempt organization, and
provide to the Park District a copy of its annual IRS Form 990 (or if such form no longer
exists, the equivalent tax form for 501(c)(3) organizations), together with all supporting
statements and schedules, at the time such documents are filed with the Internal
Revenue Service; and
(d)
provide to the Park District such other reports as the Park District
requires from all museums on the Museum Campus, excluding documents submitted for
purpose of receiving subsidies under the Museum Act.
ARTICLE 5.
CONSTRUCTION OF PROJECT IMPROVEMENTS
5.1
Logistics Plan. Prior to the commencement of construction of the Project
Improvements, Lucas Museum of Narrative Art and the Park District shall develop a logistics
plan (the Logistics Plan) for the use of the Project Area during the development of the Project

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Improvements. The Logistics Plan shall, among other things, set forth where the materials will
be laid out, where the construction trailers will be located, where the construction workers and
others will park their vehicles, how the Project Area will be accessed and any potential
restrictions on access to the Project Area or other areas of the Museum Campus during
construction, and how the Project Area will be secured. Lucas Museum of Narrative Art
acknowledges that it is aware of the terms of the Bears POA, which grants to the permitees
thereunder the right to a certain amount of parking on the Museum Campus during Bears Game
Days.
5.2

Construction Documents, Budget and Schedule.

(a)
Design Approval. Prior to the commencement of construction of the
Project Improvements, the Park District shall have reviewed and approved the Design
Development Documents and the Construction Documents for the Project
Improvements. The Design Development Documents and the Construction Documents
shall include the scope of work included in and consistent with the documents submitted
to the Chicago Plan Commission for approval of the PD amendment (the PD
Documents). Lucas Museum of Narrative Art shall submit the Design Development
Documents to the Park District for review and approval at 75% and 100% completion,
and the Construction Documents at 50%, 80% and 100% completion. During
preparation of the Design Development Documents and the Construction Documents,
the Park District shall be notified of and may attend any regularly scheduled or material
design review meetings to discuss and review the Design Development Documents and
the Construction Documents and to ensure that the documents are consistent with the
PD Documents.
(b)
Changes to Construction Documents for Green Belt Improvements.
Lucas Museum of Narrative Art may not modify or change the approved Construction
Documents for the Green Belt Improvements in any manner whatsoever without the prior
written consent of the Park District; provided that the Park District agrees not to
unreasonably withhold, delay or condition its consent to immaterial field changes to such
Construction Documents. Any change orders relating to the construction of the Green
Belt Improvements are subject to the prior written consent of the Park District, provided
that the Park District agrees to respond within ten (10) business days following the
receipt of a written request for such consent. If the Park District fails to respond to any
change order request within such ten (10) business day period, the Park District will be
deemed to have consented thereto.
(c)
Changes to Construction Documents for Museum. Lucas Museum of
Narrative Art may not make any Material Changes to the approved Construction
Documents for the Museum without the prior written consent of the Park District. Any
change orders reflecting such Material Changes relating to the construction of the
Museum are subject to the prior written consent of the Park District, provided that the
Park District agrees to respond within ten (10) business days following the receipt of a
written request for such consent. If the Park District fails to respond to any change order
request within such ten (10) business day period, the Park District will be deemed to
have consented thereto.
(d)
Changes to Schedule. Prior to the commencement of construction of the
Project Improvements, the Park District shall have reviewed and approved the final
Schedule. Lucas Museum of Narrative Art may not make any material changes to the

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approved Schedule without the prior written consent of the Park District. Any change
orders reflecting any such material change relating to the Schedule are subject to the
prior written consent of the Park District (unless involving acceleration as stated in the
definition of Schedule), provided that the Park District agrees to respond within ten (10)
business days following the receipt of a written request for such consent. If the Park
District fails to respond to any change order request within such ten (10) business day
period, the Park District will be deemed to have consented thereto.
(e)
Budget. Prior to the commencement of construction of the Project
Improvements, the Park District shall have reviewed and approved the final Budget for
the Project Improvements, and shall have determined that Lucas Museum of Narrative
Art has deposited funds in the Segregated Account in an amount sufficient to complete
the Project Improvements. During construction, upon written request of the Park District,
representatives of the Park District may review the Budget and costs to complete in
accordance with Lucas Museum of Narrative Arts reasonable procedures therefor.
Following the Final Completion Date, the Budget shall be made available for review by
representatives of the Park District in order and to the extent required for the Park
District to fulfill its statutory requirements.
5.3
Government Approvals; Insurance. Prior to the commencement of construction
of the Project Improvements, Lucas Museum of Narrative Art shall secure all necessary
Governmental Approvals relating to the construction of the Project Improvements and submit
evidence thereof to the Park District and shall obtain the insurance required pursuant to this
Lease and deliver certificates therefor to the Park District evidencing such insurance.
5.4
Funding.
Prior to the commencement of construction of the Project
Improvements, Lucas Museum of Narrative Art or a Foundation affiliated therewith shall
demonstrate to the reasonable satisfaction of the Park District that it has sufficient funds held in
a Segregated Account to complete the construction of the Project Improvements (or, at the Park
Districts option, as permitted under this Lease, to Demolish the Project Improvements) and that
said funds will be disbursed in a manner so as to provide reasonable assurances against the
foreclosure of any mechanics or materialmans lien against the Project Improvements, the
Project Area or Lucas Museum of Narrative Arts leasehold estate in the Museum Site pursuant
to an agreement in the form attached hereto as Exhibit M (Escrow Agreement).
5.5
Approval of Contracts and Contractors. Lucas Museum of Narrative Art has
furnished to the Park District the names of the proposed General Contractor(s), Project
Manager(s) or Architect(s), as applicable, and the proposed forms of contract and Park District
has approved them prior to execution hereof. The Park District shall have the right to approve
any replacement General Contractor, Project Manager or Architect, which approval shall not be
unreasonably withheld or delayed. Any request for any such approval shall be submitted to the
Park District with the name of any such replacement and the Park District shall provide its
written approval thereof within ten (10) business days following the date so submitted. If the
Park District does not provide its written approval within such period, the submitted General
Contractor, Project Manager or Architect will be deemed approved by the Park District. Any
replacement General Contractor, Project Manager and Architect shall be licensed in the
discipline being contracted for, experienced in design and construction of improvements
comparable to those for which its services are being required by Lucas Museum of Narrative
Art, not be listed on any local, state or federal non-responsible bidders list, and not be disbarred
under any state or federal statute, regulation or proceeding. In addition, all contracts shall
include the matters required by Article 7 (MBE/WBE, Prevailing Wage and Other Park District

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Requirements) and such other terms as may be reasonably requested by the Park Districts risk
manager or legal counsel regarding construction practices on public park land. Upon their
execution, at the written request of the Park District, Lucas Museum of Narrative Art promptly
shall deliver to the Park District copies of any Construction Contract, Project Management
Agreement or Design Agreement.
5.6
Environmental Remediation. If Lucas Museum of Narrative Arts environmental
investigation of the Museum Site or any other portion of the Project Area discloses the presence
of contaminants exceeding residential remediation objectives, Lucas Museum of Narrative Art
shall be responsible for performing or causing to be performed, at its sole cost, any corrective or
remedial actions required to satisfy residential remediation objectives (Remediation Work).
Prior to undertaking any Remediation Work and throughout the remediation process, the Park
District shall have the right to review in advance and approve the proposed remedial action plan
and any changes thereto. Lucas Museum of Narrative Art promptly shall transmit to the Park
District copies of all Environmental Documents prepared or received with respect to the
Remediation Work, including, without limitation, any written communications delivered to or
received from any regulatory agencies.
5.7
Commencement of Construction.
Lucas Museum of Narrative Art shall
commence construction of the Project Improvements in accordance with the approved
Schedule, subject to (a) satisfaction of all Conditions to Commencement and (b) delays
resulting from Force Majeure; provided that, construction may not commence prior to March 1,
2016. Construction shall be deemed to be commenced on the date Lucas Museum of Narrative
Art starts physical work pursuant to a Building Permit (the Construction Commencement
Date). Lucas Museum of Narrative Art shall notify the Park District no later than thirty (30) days
in advance of the date Lucas Museum of Narrative Art anticipates commencement of
construction of any Project Improvements, and shall again, not less than ten (10) days in
advance, notify the Park District of the actual date construction will commence.
5.8
Substantial Completion. After commencement of construction of any Project
Improvements, Lucas Museum of Narrative Art shall diligently prosecute construction to
completion, and shall substantially complete construction of the Project Improvements.
Substantial Completion of any Project Improvements means (a) the Architect has issued a
Certificate of Substantial Completion for such improvements pursuant to and in accordance with
Exhibit G; (b) the Project Engineer has not, within ten (10) business days following the Park
Districts receipt of the Certificate of Substantial Completion issued by the Architect, issued a
written objection to the Certificate required in (a) above detailing in what respect such Certificate
is inaccurate, provided that (i) the completion of identified Punch List Items shall not be a reason
for objection, and (ii) if no such objection is received by Architect within said ten (10) business
day period, the Project Engineer will be deemed to have no objections to the Architects
Certificate; (c) all permits and Certificates of Occupancy, as applicable, have been issued for
the use and occupancy of the improvements or portion thereof which has been substantially
completed; and (d) all equipment and materials not necessary to complete the Punch List Items
or to complete construction of areas not covered by the issued Certificate(s) of Occupancy have
been removed from the Project Area and any remaining operations of Lucas Museum of
Narrative Art necessary to complete any remaining Project Improvements will not impede the
use and operation of the completed improvements.
5.9
Punch List Preparation. Within thirty (30) days following Substantial Completion
of the Museum or any of the Green Belt Improvements, Lucas Museum of Narrative Art, the
General Contractor, the Architect and the Park District shall compile in full a list of Punch List

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Items for such improvements. The failure to include any item of work on the Punch List does
not alter the responsibility of Lucas Museum of Narrative Art to complete all work in accordance
with the Construction Documents.
5.10 Final Completion. Lucas Museum of Narrative Art shall complete all Punch List
Items for all Project Improvements as soon as is commercially reasonable given the nature of
the improvements or work identified on the Punch List (subject to Force Majeure); provided that
certain items that are weather dependent, such as landscaping or final asphalt may be extended
to the extent necessary to allow such items to be installed when the weather permits. The date
upon which the last of the Punch List Items for any Project Improvements has been completed
is referred to herein as the Final Completion Date. The Parties anticipate that there may be
separate Final Completion Dates for the Museum and the Green Belt Improvements.
5.11

Procedure upon Final Completion of the Project Improvements.

(a)
Green Belt Improvements. Immediately after the Final Completion Date
for the Green Belt Improvements, Lucas Museum of Narrative Art shall deliver to the
Park District a certificate of completion (Final Completion Certificate) for the Green Belt
Improvements, in form and substance satisfactory to the Park District, signed by the
Authorized Lucas Museum of Narrative Art Representative certifying: (i) that all
construction has been completed in accordance with the provisions of this Lease and the
approved Construction Documents and changes approved by the Park District if any;
(ii) as appropriate, that as of the Final Completion Date specified in the Final Completion
Certificate, the Green Belt Improvements have been completed and are available for use
by the general public, and (iii) all amounts payable with respect to the construction of the
Green Belt Improvements have been paid or will be paid by a specified date. On the
Final Completion Date for the Green Belt Improvements, Lucas Museum of Narrative Art
shall execute and deliver to the Park District (in recordable form) all documents deemed
reasonably necessary by the Park District to evidence the conveyance of the Green Belt
Improvements to the Park District, provided that no such document shall impose any
cost or liability on Lucas Museum of Narrative Art other than customary preparation or
filing costs. Lucas Museum of Narrative Art covenants and agrees that on the Final
Completion Date for the Green Belt Improvements, the Green Belt Improvements shall
be vested in the Park District free of all liens, security interests and encumbrances
caused or permitted by Lucas Museum of Narrative Art.
(b)
Museum. Immediately after the Final Completion Date for the Museum,
Lucas Museum of Narrative Art shall deliver to the Park District a Final Completion
Certificate in form and substance satisfactory to the Park District, signed by an
Authorized Lucas Museum of Narrative Art Representative certifying (except as to (ii)
below, which shall be provided by the Architect): (i) that all insurance required under this
Lease has been obtained; (ii) that all construction has been completed in accordance
with the provisions of this Lease and the approved Construction Documents and
changes approved by the Park District, if any; (iii) that within ten (10) business days
following the Final Completion Date specified in the Final Completion Certificate, the
Museum will be placed in service, and (iv) all amounts payable with respect to the
construction of the Museum have been paid or will be paid by a specified date.
(c)
In addition to the requirements under (a) and (b) above, upon the Final
Completion Date of any Project Improvements, Lucas Museum of Narrative Art shall
cause the Architect to state, consistent with and subject to the standard of care in the

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Design Agreement, by endorsement thereof to the best of the Architects knowledge,


information and belief, that the Construction Documents forming a part of the Record
Drawings are complete and accurate and reflect approved change orders and Architects
supplementary instructions. In addition, upon the Final Completion Date of any Project
Improvements, Lucas Museum of Narrative Art shall cause all subcontractors
responsible for the design of any portion of the Project Improvements to certify by
endorsement thereon that the shop drawings prepared by such subcontractor forming a
part of the Record Drawings are complete and accurate, and, to the best of the
subcontractors knowledge, information and belief, reflect conditions for future reference
and use. For concealed conditions and utilities constituting part of the Project
Improvements, including underground utilities and structures, subcontractors shall state
to the extent known, that they have accurately indicated the location of such conditions
or utilities on the shop drawings constituting a part of the Record Drawings. Lucas
Museum of Narrative Art shall assemble Record Drawings in digital format for all
divisions of the construction work, review them for completeness and submit digital
copies thereof in good condition to the Park District within six (6) months following the
Final Completion Date of the Project Improvements.
5.12 Progress Payments. Subject to Section 5.19(b) below, Lucas Museum of
Narrative Art shall pay all costs of the construction of the Project Improvements when due, and
shall require all Contractors to deliver sworn statements of persons furnishing materials and
labor before any payment is made and waivers of lien for all work for which payment is made, in
order to prevent attachment of mechanics liens or other liens by reason of work, labor, services
or materials furnished with respect to the Project Area.
5.13 Final Payment Documentation. Lucas Museum of Narrative Art shall not make
its final payment to any third party for any Project Improvements until the following documents
have been received by Lucas Museum of Narrative Art and a satisfactory copy thereof delivered
to the Project Engineer:
(a)

all warranties required by the applicable contract documents;

(b)
a notarized sworn statement that all monetary obligations to the
Architect, the General Contractor or construction/project manager, all suppliers of
materials, services and labor, and all other Contractors of all tiers, have been or will be
upon final payment by Lucas Museum of Narrative Art completely fulfilled and
discharged;
(c)
complete release of or compliance with Section 5.20(b) for all lien claims,
financial obligations or other claims of the Architect, the General Contractor or
construction/project manager and all other Contractors arising out of the Project
Improvements, including, but not limited to, final lien waivers from the Architect, the
General Contractor or construction/project manager and all other Contractors; and
(d)
issuance of all Certificates of Occupancy and any other permits,
licenses, approvals or certificates for the applicable Project Improvements.
5.14 Inspection. During the Construction Period, (a) Lucas Museum of Narrative Art
shall provide the Project Engineer with reasonable advance notice of regularly-scheduled
construction meetings and shall permit the Project Engineer to attend such meetings, and (b)
the Park District and the Project Engineer may enter upon and inspect the Project

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Improvements for the purpose of verifying that the work is proceeding in accordance with the
requirements of this Lease, provided that no such entry or inspection shall unreasonably
interfere with or delay construction. No right of review or inspection shall make the Park District
responsible for work not completed in accordance with this Lease, the Construction Documents
or any applicable Laws. Lucas Museum of Narrative Art shall keep at the Museum Site all
Record Drawings, which the Park District may examine at all reasonable times. After
completion of foundations, if required by the terms of any foundation permit issued by the City,
Lucas Museum of Narrative Art shall have prepared at its cost and shall deliver to the Park
District a foundation survey showing the location of all foundations. Upon Substantial
Completion of the Project Improvements, Lucas Museum of Narrative Art shall have prepared
(at its cost) and deliver to the Park District an ALTA as-built survey of the Project Area and the
Project Improvements. Each survey shall be certified to the Park District by a licensed surveyor
as having been prepared in accordance with the highest standards then prevailing for Land Title
Surveys of the American Land Title Association and the American Congress on Surveying and
Mapping (or equivalent standards) and shall show no encroachment of any portion of the
Museum onto any property outside the boundary of the Museum Site or over any easements
shown in the Permitted Exceptions and shall not otherwise indicate any violation of any
applicable Laws. Survey so provided may be delivered in digital format.
5.15 Limited Purpose of Approvals. Any approval given or deemed given by the Park
District pursuant to this Lease is for the purpose of this Lease only and does not constitute an
approval of the quality, structural soundness or safety of any Project Improvements located or to
be located on the Project Area, or the compliance of such Project Improvements with any Laws,
covenants or restrictions of record, nor impose any present or future liability or responsibility
upon the Park District.
5.16 General Construction Requirements. As between the Park District and Lucas
Museum of Narrative Art: (a) any work performed in the construction of the Project
Improvements, even though performed by Contractors, shall be the responsibility of Lucas
Museum of Narrative Art; and (b) during any construction of the Project Improvements, Lucas
Museum of Narrative Art shall be solely responsible for the support, maintenance, safety and
protection of the facilities of the Park District or others resulting from Lucas Museum of Narrative
Arts construction activities, and for the safety and protection of all persons or employees and of
all property therein. Construction of the Project Improvements and all work at the Project Area
shall be performed in accordance with the Construction Documents and other documents
submitted to and approved by the Park District and all applicable Laws.
5.17

Use of Project Area after Construction.

(a)
Open to Public. Except as provided in Section 2.11 (Right of Entry for
Construction), Section 2.13 (Maintenance of Project Area Landscaping) and subsection
(b) below, Lucas Museum of Narrative Art and Lucas Museum of Narrative Art's
Representatives shall have the nonexclusive right, in common with the public, to use the
Green Belt Improvements, subject to such reasonable regulations as the Park District
may from time to time impose, provided that no such Park District regulation shall
interfere with access to or use of the Museum, the Museum Site or any rights or areas
material to the operation of the Museum on the Museum Site or specifically provided for
in this Lease, except in the exercise of the Park Districts police powers (i.e., an
emergency affecting the public safety), or if the Park District is required to maintain,
replace or re-sod the Event Prairie pursuant to the terms of this Lease or make other
public infrastructure improvements. Lucas Museum of Narrative Art agrees to abide by

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such regulations and to use all commercially reasonable efforts to cause Lucas Museum
of Narrative Art's Representatives to abide by such regulations. Failure of Lucas
Museum of Narrative Art to abide by the Park District's rules and regulations permitted
hereunder shall be considered to be a default by Lucas Museum of Narrative Art
hereunder, and shall entitle the Park District to exercise any of its rights and/or remedies
herein set forth. Notwithstanding the foregoing or any other provision of the Lease to the
contrary, no dogs shall be permitted in or on the plaza portion of the Museum, and Lucas
Museum of Narrative Art or the Park District shall be permitted to erect legally permitted
signage notifying the public of such prohibition and to reasonably enforce such
prohibition.
(b)
Booking of Event Prairie. Notwithstanding any provision of this Lease to
the contrary, the Parties agree and recognize that, consistent with its Mission, Lucas
Museum of Narrative Art will hold artistic, cinematography and other events in and on
the Event Prairie when the Event Prairie is not required to be used for parking purposes.
Accordingly, Lucas Museum of Narrative Art shall have the right to schedule up to ___
events per year on a priority basis with the Park District (or its contractor(s) who
coordinate and manage use of property owned by the Park District) at and on the Event
Prairie during all periods parking thereon is not required to be provided to attendees of
Bears games on Bears Game Days.
5.19

Covenant against Liens.

(a)
No Party, including Lucas Museum of Narrative Art, shall have any right
to file any liens against the Project Area, the Project Improvements or Lucas Museum of
Narrative Arts leasehold interest in the Museum Site, and Lucas Museum of Narrative
Art shall keep the same free and clear of liens or claims of liens in any way arising out of
the construction, operation, maintenance, repair, replacement, improvement or use
thereof by Lucas Museum of Narrative Art. Lucas Museum of Narrative Art shall
promptly take such steps as are necessary to release any claim for lien or attempted
claim for lien from the Project Area, the Project Improvements, Lucas Museum of
Narrative Arts leasehold estate or any other property of the Park District.
(b)
Notwithstanding the terms, provisions and restrictions set forth in
Section 5.19(a) above or anything to the contrary provided elsewhere in this Lease, the
Park District agrees that Lucas Museum of Narrative Art shall have the right to contest,
in good faith and with reasonable diligence, the validity of any lien or claimed lien if
Lucas Museum of Narrative Art shall give to the Park District such security in the form of
an indemnity bond, cash, a letter of credit or a title company indemnity as may be
reasonably satisfactory to the Park District to assure payment thereof and any interest
thereon, penalties, court costs and other charges reasonably estimated to be payable or
is required to provide insurance over any potential liens, and to prevent any foreclosure
of the lien or sale of the affected property by reason of nonpayment thereof; provided
further, however, that on final determination of the lien or claim for lien, Lucas Museum
of Narrative Art shall pay any judgment rendered in favor of the lienholder or the holder
of the claim for lien with all proper costs and charges required to be paid as part of the
judgment as and when required thereunder, and shall cause the lien to be released and
any judgment satisfied, and upon providing the Park District with evidence satisfactory to
the Park District of such release of lien and satisfaction of judgment, the Park District
shall return to Lucas Museum of Narrative Art such security less any amounts required
to be and actually expended by the Park District to procure such release or discharge,

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including any loss, cost, damage, reasonable attorneys fees or expenses by virtue of
the contest of such lien..
ARTICLE 6.
MAINTENANCE AND REPAIR
6.1
Museum. Lucas Museum of Narrative Art shall keep and maintain the Museum
in good condition and repair. Lucas Museum of Narrative Arts obligation to maintain and repair
the Museum shall include, without limitation, all ordinary and extraordinary, structural and
nonstructural, repairs and replacements. Lucas Museum of Narrative Art shall further keep and
maintain the Museum Site and all sidewalks, paths and roadways located thereon safe, secure,
clean and sanitary (including, without limitation, snow and ice clearance, planting and replacing
flowers and landscaping), and in full compliance with all applicable Laws. All repairs,
replacement and maintenance work at the Museum Site shall be in accordance with all
applicable terms and provisions of this Lease, including, without limitation, the terms and
provisions of Section 6.4 of this Lease regarding Alterations. With respect to the Waldron Deck
and portions of the Project Area outside of the Museum Site reasonably necessary for patrons
of the Lucas Museum of Narrative Art to park in such garage and traverse such areas in a safe
manner to gain access to the Museum Site, the Park District hereby grants to Lucas Museum of
Narrative Art the right to enter upon such areas to take such protective measures as it deems
reasonably necessary to ensure the safety of its patrons (such as snow plowing and clearing).
In furtherance of the foregoing (a) the Park District shall grant a right of entry license to achieve
such purposes, (b) any and all contractors engaged by the Park District to perform similar
services will be informed of the rights and license granted to Lucas Museum of Narrative Art
pursuant to this Section 6.1, and (c) those parties charged with enforcing the police powers of
the Park District shall be advised of such rights and license as the exercise of any such rights
shall not be a trespass or other violation of any such police powers. If Lucas Museum of
Narrative Art exercises any rights set forth in this Section 6.1, they shall be performed at the
sole cost and expense of Lucas Museum of Narrative Art.
6.2
Green Belt Improvements. After the completion of construction of the Green Belt
Improvements, Lucas Museum of Narrative Art shall remain liable to the Park District for any
negligent construction of the Green Belt Improvements or failure of Lucas Museum of Narrative
Art to construct the Green Belt Improvements in accordance with the approved Construction
Documents for a period of two (2) years following the Final Completion Date of such
improvements; provided that at such time as Lucas Museum of Narrative Art shall have
assigned to the Park District all assignable construction and materials warranties and guaranties
relating to the construction of the Green Belt Improvements, and the Park District has direct
recourse against the Contractors for breach of their warranties (including warranties against
negligent construction and failure to construct the Green Belt Improvements in accordance with
the Construction Documents) for a period of two (2) years following the Green Belt
Improvements Final Completion Date, the Park District will not proceed against Lucas Museum
of Narrative Art under this Section 6.2, except to the extent that any Claims related to the Green
Belt Improvements result from an act or omission of Lucas Museum of Narrative Art.
6.3
Lighting and Signage. Lucas Museum of Narrative Art shall be solely responsible
for the illumination of the Museum Site. Any signs installed by Lucas Museum of Narrative Art
on the Museum Site shall be limited to the purpose of identifying Lucas Museum of Narrative Art
and its exhibits and not for advertising. The number, general type, size, design and location of
such signs shall be subject to the prior written approval of the Park District, unless previously
approved under Planned Development No. 778, as amended or set forth in any previously
approved Construction Documents.

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6.4
Alterations. After the completion of construction of the Museum, Lucas Museum
of Narrative Art may not make any Alterations which individually or in the aggregate would
constitute a Material Change without the Park Districts prior written consent. Any permitted
Alterations shall be made pursuant to plans approved by the Park District in accordance with
Article 5 and shall be subject to the following requirements:
(a)
Any Alterations shall be made with reasonable dispatch and in a good
and workmanlike manner and in compliance with all applicable Governmental Approvals
and all applicable Laws.
(b)
Lucas Museum of Narrative Art shall demonstrate to the reasonable
satisfaction of the Park District that Lucas Museum of Narrative Art has sufficient funds
to complete the construction of any Alterations to be constructed at the Museum Site
and that said funds will be disbursed in a manner so as to provide reasonable
assurances to the Park District against the foreclosure of any mechanics or
materialmans lien against the Museum, the Museum Site or Lucas Museum of Narrative
Arts leasehold estate in the Museum Site.
ARTICLE 7.
MBE/WBE, PREVAILING WAGE AND OTHER PARK DISTRICT REQUIREMENTS
During construction of the Project Improvements, Lucas Museum of Narrative Art
covenants and agrees to abide by, and contractually obligate and cause its Contractors to abide
by, the terms set forth in Exhibit H hereto. Lucas Museum of Narrative Art shall deliver to the
Park District written monthly progress reports detailing compliance with such requirements. If
any such reports indicate a material shortfall in compliance, Lucas Museum of Narrative Art
shall also deliver a plan to the Park District which shall outline, to the Park Districts reasonable
satisfaction, the manner in which Lucas Museum of Narrative Art shall correct any material
shortfall.
ARTICLE 8.
GENERAL INDEMNIFICATION
8.1
Lucas Museum of Narrative Art Indemnity. Lucas Museum of Narrative Art
hereby agrees to indemnify, defend and hold harmless the Park District Parties from and
against any and all Claims which may be imposed upon or incurred by or asserted against any
Park District Party by reason of any of the following occurring during or after (but attributable to
a period of time falling within) the Term, except in each instance to the extent such Claim arises
out of the gross negligence, willful misconduct or breach or violation of the Park Districts
obligations under this Lease of or by any Park District Party:
(a)
the construction, operation, maintenance, repair, Demolition, restoration,
use or occupation of the Museum or the Museum Site or any other work or thing done in,
on or about the Project Area or any part thereof by Lucas Museum of Narrative Art or its
Contractors, licensees, concessionaires or permittees;
(b)
any use, possession, occupation, alteration, repair, condition, operation,
maintenance or management of the Museum Site or any portion thereof by Lucas
Museum of Narrative Arts Representative or Museum patrons;

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(c)
any act or failure to act by Lucas Museum of Narrative Art or by any of
Lucas Museum of Narrative Arts Representatives in violation of this Lease;
(d)
any accident, injury (including death) or damage to any person or
property, including property owned or controlled by or in the possession of any Park
District Parties, occurring in, on or about (a) the Project Area prior to the Project
Improvements Final Completion Date and (b) the Museum Site;
(e)
any failure by Lucas Museum of Narrative Art or any of Lucas Museum of
Narrative Arts Representatives to perform or comply with any of the covenants,
agreements, terms or conditions contained in this Lease or any applicable Laws; and
(f)
any misrepresentation or omission made by Lucas Museum of Narrative
Art or any of Lucas Museum of Narrative Arts Representatives; and
(g)
any action or proceedings brought against the Park District by virtue of
any violation or alleged violation by Lucas Museum of Narrative Art or the Museum Site
(or any portion thereof) of any applicable Laws.
8.2
Park District Indemnity. The Park District hereby agrees to indemnify, defend
and hold harmless the Lucas Museum of Narrative Art Parties from and against any and all
Claims which may be imposed upon or incurred by or asserted against any Lucas Museum of
Narrative Art Party by reason of any of the following occurring during or after (but attributable to
a period of time falling within) the Term, except in each instance to the extent such Claim arises
out of the gross negligence or willful misconduct of a Lucas Museum of Narrative Art Party or a
breach or violation of the Lucas Museum of Narrative Arts obligations under this Lease:
(a)
any failure by the Park District Parties to perform or comply with any of
the covenants, agreements, terms or conditions contained in this Lease or any
applicable Laws; and
(b)
any action or proceedings brought against Lucas Museum of Narrative Art
by virtue of any violation or alleged violation by the Park District of any applicable Laws
or for trespass pursuant to the terms and provisions of Section 6.1 of this Lease.
Nothing in this Section 8.2, however, shall be deemed to limit in any way the liability or nonliability provisions of the Local Government and Governmental Employees Tort Immunity Act
(745 ILCS 10/1-101 et seq.), or any other immunities and defenses generally available to the
Park District.
8.3
Indemnification Procedure. The Park District Parties or the Lucas Museum of
Narrative Art Parties (as applicable, the Indemnified Parties) shall utilize the following
procedure in enforcing any and all claims for indemnification against the other (the
Indemnifying Parties):
(a)
If any Claim is made or brought against any Indemnified Party against
which the Indemnified Party is indemnified under this Section 8, then the Indemnified
Party shall give notice hereunder to The Indemnifying Party promptly after obtaining
written notice of any Claim as to which recovery may be sought against the Indemnified
Party. If such indemnity shall arise from the Claim of a third party, the Indemnifying
Party may elect to assume the defense of any such Claim and any litigation resulting
from such Claim at its own expense; provided, however, that failure by the Indemnifying

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Party to notify the Indemnified Party of its election to defend any such Claim by a third
party within thirty (30) days after receipt of written notice thereof by the Indemnifying
Party shall be deemed a waiver by the Indemnifying Party of its right to defend such
Claim. The right to indemnification hereunder shall not be impaired by the failure of the
Indemnified Party to provide timely notice of a Claim except until the Indemnifying
Partys ability to defend has in any manner been prejudiced thereby.
(b)
If the Indemnifying Party shall assume the defense of an Indemnified
Party with respect to such Claim, its obligations hereunder as to such Claim shall include
taking all steps necessary in the defense or settlement (which settlement shall be
subject to the Indemnified Partys approval) of such Claim against the Indemnified Party
and holding the Indemnified Party harmless from and against any and all damages
caused by or arising out of any settlement approved as provided herein, or any judgment
in connection with such Claim or litigation. Any counsel employed by the Indemnifying
Party or by any of the Indemnifying Partys insurers to represent the Indemnified Party
shall be subject to the Indemnified Partys prior approval, which shall not be
unreasonably withheld. The Indemnifying Party shall not, in the defense of such Claim
or litigation, consent to the entry of any judgment (other than a judgment of dismissal on
the merits without costs) except with the written consent of the Indemnified Party (which
consent shall not be unreasonably withheld if such judgment is not adverse in any way
to the Indemnified Party) or enter into any settlement (except with the written consent of
the Indemnified Party) which does not include as an unconditional term thereof the
giving by the claimant or the plaintiff to the Indemnified Party, a release from all liability
in respect of such Claim or litigation. Anything in this Section 8.3 to the contrary
notwithstanding, the Indemnified Party may, with counsel of its choice and at its
expense, participate in the defense of any such Claim or litigation.
(c)
If the Indemnifying Party shall assume the defense of an Indemnified
Party with respect to any Claim or litigation the Indemnifying Party may select the
counsel to represent the Indemnified Party or the Indemnified Party and the Indemnifying
Party in the same proceeding; provided that such counsel is reasonably acceptable to
the Indemnified Party and such counsel does not have a conflict of interest in its
representation of the Indemnified Party and the Indemnifying Party or if any such
potential conflict of interest exists, it is waived in writing by both Parties. In such
circumstances described above, the Indemnified Party may employ separate counsel at
the commercially reasonable expense of the Indemnifying Party.
(d)
If the Indemnifying Party shall not assume the defense of any such Claim
by a third party or litigation within thirty (30) days following receipt of notice from the
Indemnified Party, the Indemnified Party may defend against such Claim in such manner
as it deems appropriate, and unless the Indemnifying Party shall, at its option, provide a
bond to, or deposit with the Indemnified Party, a sum equivalent to the total amount
demanded in such Claim plus the estimate of the costs of defending the same, the
Indemnified Party may settle such Claim on such terms as it may reasonably deem
appropriate, and the Indemnifying Party shall promptly reimburse the Indemnified Party
for the amount of such settlement and for all damage incurred by it in connection with
the defense against or settlement of such Claim. If the Indemnifying Party shall provide
such bond or deposit, the Indemnified Party shall not settle any such Claim without the
written consent of the Indemnifying Party. If the Indemnifying Party pays or reimburses
the Indemnified Partys costs and expenses in connection with such Indemnified Partys
defense of any Claim for which it has been indemnified hereunder, and at the conclusion

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of such Claim the Indemnified Party is awarded costs and expenses, the Indemnified
Party shall, after reimbursing itself in full, pay or reimburse any excess amount to the
Indemnifying Party.
(e)
The Indemnifying Party shall promptly reimburse the Indemnified Party for
the amount of any judgment rendered and for all damages, costs, reasonable fees and
expenses incurred or suffered by it in connection with the defense against any Claim to
the extent such Indemnified Party has not already been reimbursed pursuant to
Section 8.3(d) above.
8.4
Waiver of Liability. The Park District shall not be liable to Lucas Museum of
Narrative Art or to Lucas Museum of Narrative Arts Representatives, for any injury to or death
of any person (including injury to or death of any of Lucas Museum of Narrative Arts
Representatives) or damage to any property (including any property of Lucas Museum of
Narrative Art or Lucas Museum of Narrative Arts Representatives), or loss of any revenue,
caused by any third person in the construction, maintenance, operation, use or occupancy of
the Project Area prior to the Project Improvements Final Completion Date, nor shall the Park
District have any liability whatsoever to Lucas Museum of Narrative Art or Lucas Museum of
Narrative Arts Representatives, for any damage, destruction, injury, loss or Claim of any kind
arising out of the use by Lucas Museum of Narrative Art or Lucas Museum of Narrative Arts
Representatives of any parking lot or parking facility located in or on the Project Area or in or on
other Park District property except if arising out of the gross negligence or willful misconduct of
the Park District Parties or the breach or violation of the Park Districts obligations under this
Lease.
8.5
No Personal Liability. No officer, official, commissioner, director, trustee,
employee, agent or representative of Lucas Museum of Narrative Art or the Park District shall
have any personal liability or obligation under any provision of this Lease. IN NO EVENT
SHALL LUCAS MUSEUM OF NARRATIVE ART OR THE PARK DISTRICT BE LIABLE FOR
CONSEQUENTIAL OR SPECIAL DAMAGES ARISING FROM THIS LEASE OR SUCH
PARTYS PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.
8.6
Waiver. Notwithstanding any other provision of this Lease to the contrary, Lucas
Museum of Narrative Art hereby waives any and every claim for recovery from the Park District
for any and all loss or damage to the Museum Site or to the contents thereof, which loss or
damage is covered by valid and collectable physical damage insurance policies maintained by
Lucas Museum of Narrative Art or which would have been recoverable if the insurance required
hereunder had been maintained by Lucas Museum of Narrative Art, to the extent that such loss
or damage is recoverable, or would have been recoverable, as applicable, under said insurance
policies, except for any deductible amount required to be paid under any such policy. As this
waiver will preclude the assignment of any such claim by subrogation (or otherwise) to an
insurance company (or any other person), Lucas Museum of Narrative Art agrees to give each
insurance company which has issued, or in the future may issue, its policies of physical damage
insurance, written notice of the terms of this waiver, and to have said insurance policies properly
endorsed, if necessary, to prevent the invalidation of insurance coverage by reason of said
waiver. Lucas Museum of Narrative Art shall require any licensees to include similar waivers of
subrogation in favor of the Park District.
8.7
Survival. The obligations of Lucas Museum of Narrative Art under this Article 8
shall survive the termination of this Lease and beyond the termination of this Lease each
obligation of Lucas Museum of Narrative Art or the Park District under this Article 8 shall remain

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in effect until a claim for failure to pay or perform such obligation is barred by the applicable
statute of limitations relating to such claim; provided that any Indemnified Party shall always
have the benefit of any facts which would have the effect of tolling such statute of limitations.
ARTICLE 9.
INSURANCE REQUIREMENTS
At all times during the Term, Lucas Museum of Narrative Art and its Contractors (as
applicable) shall maintain coverage that meets the minimum requirements as set forth on
Exhibit I hereto. These requirements shall be updated every five (5) years during the Term to
reflect any changes in industry standards required by the actual insurers of the Museum.
ARTICLE 10.
DAMAGE OR DESTRUCTION
10.1 Casualty and Restoration. Subject to the provisions of Section 10.3 below, in the
event of damage to, or destruction of, the Museum, or to the fixtures and/or equipment therein,
by fire or other casualty (a Casualty), Lucas Museum of Narrative Art shall promptly, at its sole
cost and expense, repair, restore or rebuild the Museum to a condition as good as the condition
existing prior to the occurrence of such Casualty (any such activity being a Restoration).
Before Lucas Museum of Narrative Art commences Restoration, Lucas Museum of Narrative Art
shall comply with the requirements of Article 5 of this Lease in the same manner required for the
construction of the Museum or any Alterations.
10.2 Insurance Proceeds. Upon the occurrence of a Casualty with respect to the
Museum, unless the owner of the Endowment has adequate liquid funds to complete required
repairs, satisfy its maintenance and demolition obligations (during construction or if an Event of
Default occurs and is continuing) and elects to make funds held thereunder available to repair,
restore or rebuild the Museum from funds held therein, in which case all property and casualty
insurance proceeds received shall be used to reimburse or replenish the Endowment, then all
property and casualty insurance proceeds shall be deposited into an escrow agreement, the
terms and provisions of which shall be satisfactory to the Park District and Lucas Museum of
Narrative Art (the Casualty Restoration Escrow Agreement) with an escrow agent reasonably
satisfactory to both of them. The terms and provisions of the Casualty Restoration Escrow
Agreement shall be consistent with the terms and provisions of this Lease and shall contain
certain conditions for the disbursement of the escrowed funds established by the Park District
and Lucas Museum of Narrative Art which are consistent with the terms of the Contractor
Agreement(s), Project Management Agreement(s) and Design Agreement(s) delivered pursuant
to Section 5.5, which may include provisions regarding (a) customary holdbacks of funds
payable to engineering, architectural, construction and supply contractors to assure completion
of work, (b) waivers of lien and contractors sworn statements, (c) engineers and architects
inspections and certificates, (d) title insurance coverage, and (e) other evidence of satisfactory
completion and payment for work on the Restoration and certain other retainages to assure that
the Restoration will progress in an orderly manner and that there are sufficient funds to
complete the Restoration. If the Casualty Restoration Agreement is required to be established,
then, subject to the provisions of Section 10.3 below, Lucas Museum of Narrative Art or the
holder of the Endowment shall deposit with the escrow agent under the Casualty Restoration
Escrow Agreement, as applicable, any excess costs of the Restoration over the amount of
insurance proceeds held by the escrow agent within thirty (30) days from the date of the
determination of the cost of the Restoration, but in no event later than commencement of the
Restoration. At all times the undisbursed balance remaining on deposit with the escrow agent

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under the Casualty Restoration Escrow Agreement shall be at least sufficient to pay for the cost
of completion of the Restoration free and clear of liens. Lucas Museum of Narrative Art shall
diligently cause the repair or rebuilding of the Museum to occur. All work performed for the
Restoration shall be performed in accordance with the procedures for the construction of the
Project Improvements set forth in Article 5 of this Lease. All insurance proceeds in excess of
the costs of Restoration shall be returned to the insured Party, to the extent insurance proceeds
are used or to the Endowment to the extent Endowment funds are used, upon the completion of
the Restoration and the final payment in full for all costs and expenses relating to the completion
of the Restoration.
10.3 Termination. If a Casualty occurs to any portion of the Museum which materially
and adversely affects occupancy of fifty percent (50%) or more of the Museum, Lucas Museum
of Narrative Art shall have the option to terminate this Lease as of the date of such Casualty by
notice in writing given to the Park District within thirty (30) days after the occurrence of such
Casualty. If this Lease is so terminated, instead of depositing the insurance proceeds in a
Casualty Restoration Escrow Agreement, the insurance proceeds shall be deposited into an
escrow agreement (the Casualty Demolition Escrow Agreement) providing for the payment of
the costs of Demolishing the Museum, and with an escrow agent reasonably satisfactory to the
Park District or, if the owner of the Endowment elects to pay the costs of Demolishing the
Museum from funds held in the Endowment, no such Casualty Demolition Escrow Agreement
shall be established and such owner shall pay such costs from funds so held. The terms and
provisions of the Casualty Demolition Escrow Agreement, if established, shall be consistent with
the terms and provisions of this Lease and shall contain certain conditions for the disbursement
of the escrowed funds which are consistent with the terms of the Contractor Agreement(s),
Project Management Agreement(s) and Design Agreement(s) delivered pursuant to Section 5.5,
which may include provisions regarding (a) customary holdbacks of funds payable to the
demolition contractors and subcontractors to assure completion of the Demolition, (b) waivers of
lien and contractors sworn statements, (c) engineers inspections, (d) title insurance coverage,
and (e) other evidence of satisfactory completion of payment for work on the Demolition and
certain other retainages to assure that the Demolition will progress in an orderly manner and
that there are sufficient funds to complete the Demolition. Lucas Museum of Narrative Art or the
owner of the Endowment shall deposit with the escrow agent under the Casualty Demolition
Escrow Agreement, if established, any excess costs of the Demolition over the amount of
insurance proceeds held by the escrow agent within thirty (30) days from the date of
establishing the cost of the Demolition, but in no event later than the commencement of the
Demolition. At all times the undisbursed balance remaining on deposit in the Casualty
Demolition Escrow Agreement, if established, shall be sufficient to pay for the cost of completion
of the demolition free and clear of all liens. If the costs of the Demolition are less than the
amounts on deposit in the Casualty Demolition Escrow Agreement, if established, all excess,
unused, or unapplied proceeds shall be paid to the insured Party, to the extent insurance
proceeds are used or to the Endowment to the extent Endowment funds are used, promptly
upon completion of the Demolition and upon receipt by the Park District of evidence satisfactory
to the Park District that the costs of the Demolition have been paid.
ARTICLE 11.
CONDEMNATION
11.1 Total Taking. If there is a Taking of the entire Museum Site or Lessees
leasehold interest therein (a Total Taking), this Lease shall terminate as of the date the
condemning authority has the right to possession of the property or interest being condemned,
and the Award (net of reimbursement to the Park District and Lucas Museum of Narrative Art of

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all reasonable fees and expenses incurred in collecting the Award) shall be divided between the
Park District and Lucas Museum of Narrative Art in accordance with the respective values of
their interests in and to the Museum Site determined as of the date title is vested in the
condemning authority, but without regard to the termination of this Lease. Notwithstanding the
foregoing, the Park District portion of any such Award shall be based solely on the value of its
fee interest in the Museum Site as encumbered by this Lease for the entire Term and shall not
be applicable if the Total Taking is only of the leasehold interest. The remainder of any Award
for a Total Taking of the entire Museum Site shall be payable to Lucas Museum of Narrative Art,
including the value of the Leasehold Estate, the amortized value of the costs paid by or on
behalf of Lucas Museum of Narrative Art in constructing the Museum and other improvements
on the Museum Site, the loss of revenue from continued operation for the remainder of the Term
and relocation costs, if applicable.
11.2

Partial Taking.

(a)
If there is a Taking of less than the entire Museum Site or Lucas
Museum of Narrative Arts leasehold interest therein, and if the remainder of the
Museum Site is capable of being restored to a condition required for the Permitted Use
(a Partial Taking), then this Lease shall not terminate and the Park District and Lucas
Museum of Narrative Art shall cause the Award to be deposited into an escrow
agreement containing the same provisions, conditions and requirements as set forth in
any Casualty Restoration Escrow Agreement described in Section 10.2 of this Lease (a
Condemnation Restoration Escrow Agreement) to complete the repair, reconstruction,
restoration, replacement and improvement of the Museum and the Museum Site. Lucas
Museum of Narrative Art shall diligently pursue the completion of such restoration, at its
sole cost and expense, in accordance with the terms and provisions of Article 5 of this
Lease. When the restoration has been completed, any proceeds of the Award then
remaining in the Condemnation Restoration Escrow Agreement shall be allocated in
accordance with the provisions of Section 11.1 above. The rights of the owner of the
Endowment to pay for the costs set forth herein shall be identical to such owners rights
under Section 10.2 above.
(b)
If there is a Taking of less than the entire Museum Site or Lucas
Museum of Narrative Arts leasehold interest therein, and the Park District and Lucas
Museum of Narrative Art do not both agree that the Museum Site and/or the Museum
can be restored in accordance with Section 11.2(a) above, then this Lease shall
terminate as of the date the condemning authority has the right to possession of the
property or interest being condemned and the Award shall be paid to Lucas Museum of
Narrative Art.
11.3 Temporary Taking. In the event of a temporary Taking of the whole or any part
of the Museum Site or vehicular access thereto located outside of the Museum Site, this Lease
shall not terminate by reason thereof, but Lucas Museum of Narrative Art may elect to cease
operating during any period of temporary Taking unless Lucas Museum of Narrative Art is
prevented from so doing by reason of any order of the condemning authority, in which event
Lucas Museum of Narrative Art shall continue to perform and observe all of the covenants,
conditions and obligations hereof except to the extent impaired or adversely impacted by such
temporary Taking. Any Award for such Temporary Taking Event shall be paid over to and
become the property of Lucas Museum of Narrative Art.

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ARTICLE 12.
DEFAULT, TERMINATION AND OTHER REMEDIES
12.1 Events of Default. The occurrence of any of the following shall constitute an
Event of Default under this Lease:
(a)
By Lucas Museum of Narrative Art. Lucas Museum of Narrative Art fails
to comply with, or to observe, any material term, condition, obligation, covenant or other
provision of this Lease, and such failure shall continue for sixty (60) days after written
notice from the Park District to Lucas Museum of Narrative Art specifying such failure, or
such additional time as may be reasonably necessary to remedy such default so long as
Lucas Museum of Narrative Art is diligently and expeditiously proceeding to cure such
default; provided, however, that such additional time beyond sixty (60) days shall not
apply to a default that creates a present danger to persons or property, or if the failure or
default by Lucas Museum of Narrative Art is one for which the Park District (or any
official, employee or other agent) may be subject to fine.
(b)
By the Park District. The Park District fails to comply with, or to observe,
any term, condition, obligation, covenant or other provision of this Lease, and such
failure shall continue for sixty (60) days after written notice from Lucas Museum of
Narrative Art to the Park District specifying such failure, or such additional time as may
be reasonably necessary to remedy such default so long as the Park District is diligently
and expeditiously proceeding to cure such default provided, however, that such
additional time beyond sixty (60) days shall not apply to a default that creates a present
danger to persons or property.
12.2 Termination by the Park District. If any of the following Events of Default occurs,
the Park District may terminate this Lease and the leasehold estate created hereby, in which
event the Park District may forthwith repossess the Museum Site and, at the Park Districts
election and at the expense of the Lucas Museum of Narrative Art, Demolish the Museum, and
the Park District shall be entitled to recover forthwith from Lucas Museum of Narrative Art or the
Endowment as liquidated damages any sums for which Lucas Museum of Narrative Art is liable
or in respect of which Lucas Museum of Narrative Art has agreed to indemnify the Park District
under this Lease which may then be due and owing, in addition to exercising all other rights and
remedies provided elsewhere herein or at law or equity:
(a)
Lucas Museum of Narrative Art fails to commence construction of the
Project Improvements within _____ (___) months after the Commencement Date
(subject to delays for Force Majeure);
(b)
Lucas Museum of Narrative Art fails to complete the Project
Improvements (subject to normal and customary punch list and finish items) and open
the Museum to the public on or before the last day of the ____ th month following the
month in which the Commencement Date occurs (subject to delays for Force Majeure);
(c)
Lucas Museum of Narrative Art closes or otherwise discontinues its use
of the Museum for a total of six (6) months in any thirty-six (36) month period, excluding
closures for (i) the time period necessary to perform maintenance, repairs and
Alterations, (ii) the time period necessary to receive proceeds from any insurance policy
covering any portion of the Museum or the Museum Site in the event of a casualty, (iii)
the time period necessary to perform reconstruction in the event of a casualty or Taking

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in accordance with this Lease, (iv) Force Majeure events, or (v) inability to use the
Museum due to acts or omissions of parties unaffiliated with Lucas Museum of Narrative
Art, including trespass).
(d)
Lucas Museum of Narrative Art fails to rebuild, restore and repair the
Museum in accordance with Article 10 of this Lease in the event of a Casualty;
(e)
a lien or encumbrance is filed against the fee interest or leasehold estate
in the Museum Site which Lucas Museum of Narrative Art is required to discharge,
cause to be released, or otherwise handle in accordance with Section 5.19(b) and fails
to do so;
(f)
Lucas Museum of Narrative Art fails to carry insurance required under this
Lease and such failure continues for thirty (30) days after receipt of written notice of
such failure from the Park District;
(g)
Lucas Museum of Narrative Art or the Endowment fails to restore the
Museum in accordance with Article 11 of this Lease after a Partial Taking;
(h)
Lucas Museum of Narrative Art files a voluntary petition in bankruptcy
under any federal or state bankruptcy or insolvency act, or admits in writing its inability to
pay its debts generally as they mature, or fails to have any involuntary petition in
bankruptcy which has been filed against Lucas Museum of Narrative Art under any
federal or state bankruptcy or insolvency act dismissed within ninety (90) days from the
filing thereof;
(i)
the taking by a court of competent jurisdiction for a period of one hundred
eighty (180) days of all or substantially all of Lucas Museum of Narrative Arts or the
Endowments assets pursuant to proceedings brought under the provisions of any
federal or state reorganization act when possession is not restored to Lucas Museum of
Narrative Art or the Endowment, as applicable, within one Hundred eighty (180) days
after such taking;
(j)
Lucas Museum of Narrative Art makes an assignment of its assets for the
benefit of its creditors or a receiver is appointed for Lucas Museum of Narrative Art or for
all or a portion of Lucas Museum of Narrative Arts interest in the Museum Site or the
Museum and the order of appointment is not stayed or vacated within sixty (60) days
after entry of such order;
(k)
the Endowment is not funded in accordance with its terms and such
failure continues beyond sixty (60) days after written notice thereof from the Park
District; or
(l)
Lucas Museum of Narrative Art breaches its obligations under Section 2.3
(Permitted Use of Museum Site) or Article 13 (No Sublease or Assignment) of this Lease
and the breach persists for sixty (60) days after written notice from the Park District,
subject to Force Majeure.
The Park District hereby waives its right to terminate this Lease for any reason other than the
reasons specified above. To exercise the right to terminate this Lease following the occurrence
of any of the events specified in this Section 12.2, the Park District shall give written notice of

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such termination to Lucas Museum of Narrative Art (a Termination Exercise Notice). If the
event specified in Section 12.2 above giving rise to the right to terminate this Lease shall have
been cured prior to the date on which Lucas Museum of Narrative Art shall have received such
Termination Exercise Notice, such Termination Exercise Notice shall be null and void and of no
force and effect.
12.3 Other Remedies. If an Event of Default occurs under this Lease, the nondefaulting Party shall be entitled to all rights and remedies provided elsewhere herein or at law
or in equity (other than termination of this Lease, which shall be available to the Park District
only as provided in Section 12.2 of this Lease or to the Parties pursuant to the express terms of
Articles 10 and 11), including the right to sue for damages and injunctive relief as a result
thereof. The Parties agree that injunctive relief is an appropriate remedy upon an Event of
Default.
12.4 Park Districts Right to Perform Lucas Museum of Narrative Arts Obligations. In
(a) an emergency situation or (b) upon occurrence of an Event of Default with prior notice to
Lucas Museum of Narrative Art, the Park District may, without waiving, or releasing Lucas
Museum of Narrative Art from any obligation hereunder, make any payment or perform any
other act which Lucas Museum of Narrative Art is obligated to make or perform under this Lease
in such manner and to such extent as the Park District may deem desirable; and in so doing the
Park District shall also have the right to enter upon the Museum Site for any purpose reasonably
necessary in connection therewith and to pay or incur any other necessary and incidental costs
and expenses, including reasonable attorneys fees. All sums so paid and all liabilities so
incurred by the Park District, together with interest thereon at the Default Rate shall be deemed
additional Rent under this Lease and shall be payable to the Park District within thirty days
following written demand including invoices or other materials substantiating the actual costs
incurred, as additional Rent. The Park District shall use reasonable efforts to give prior notice
(which may be oral) of its performance, if reasonably feasible under the circumstances. The
performance of any such obligation by the Park District shall not constitute a waiver of Lucas
Museum of Narrative Arts default to perform same, provided that Sections 12.2 and 12.3 shall
still apply to any such default. Inaction of the Park District shall never be considered as a
waiver of any right accruing to it pursuant to this Lease.
12.5 Remedies Cumulative. Each right, power and remedy of the Park District or
Lucas Museum of Narrative Art provided for in this Lease or now or hereafter existing at law or
in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition
to every other right, power or remedy provided for in this Lease or now or hereafter existing at
law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by the
Park District or Lucas Museum of Narrative Art of any one or more of the rights, powers or
remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute
or otherwise shall not preclude the simultaneous or later exercise by the Park District or Lucas
Museum of Narrative Art of any or all such other rights, powers or remedies.
12.6 No Waiver. The failure of the Park District or Lucas Museum of Narrative Art to
insist upon strict performance of any obligation of the other Party under this Lease in one or
more instances shall not be deemed a waiver of that Partys right to insist upon the full and strict
performance of the same or any other obligation of the other Party at a subsequent time nor
shall the failure of the Park District or Lucas Museum of Narrative Art to seek redress for the
violation of any obligation or covenant be deemed to preclude said Party from seeking redress
for any subsequent violation nor to prevent a subsequent act which would originally have
constituted a violation from having all the force and effect of an original violation.

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ARTICLE 13.
NO SUBLEASE OR ASSIGNMENT
Lucas Museum of Narrative Art shall not, without the prior written consent of the Park
District, which consent may be withheld or denied in the Park Districts sole and absolute
discretion, (a) assign, convey, transfer, pledge, hypothecate, mortgage or encumber, or subject
to or permit the creation of any lien or charge, upon the Museum, this Lease or any interest in
the Museum Site created under this Lease; (b) allow to exist or occur any transfer of the
Museum (or any part thereof), the Museum Site (or any part thereof), this Lease or Lucas
Museum of Narrative Arts interest herein by operation of law; (c) sublet the Museum (or any
part thereof) or the Museum Site (or any part thereof); or (d) permit the use or occupancy of the
Museum (or any part thereof) or the Museum Site (or any part thereof) for any purpose or by
anyone other than Lucas Museum of Narrative Art, other than a licensee or concessionaire for a
Subordinate Use. In no event shall this Lease be assigned or assignable by voluntary or
involuntary Bankruptcy Proceedings or otherwise, and in no event shall this Lease or any rights
or privileges hereunder be an asset of Lucas Museum of Narrative Art under any Bankruptcy
Proceedings.
Lucas Museum of Narrative Art shall not grant a leasehold mortgage
encumbering Lucas Museum of Narrative Arts leasehold interest in the Museum Site.
Notwithstanding the foregoing, Lucas Museum on Narrative Art in furtherance of tax compliance
or internal corporate structural or tax objectives may assign the entirety of this Lease to an entity
which controls Lucas Museum of Narrative Art or is controlled by, or under common control with
Lucas Museum of Narrative Art, provided that (i) such entity is a tax-exempt not-for-profit entity,
(ii) such entity unconditionally assumes any and all obligations of Lucas Museum of Narrative
Art hereunder in writing, with such assumption delivered to the Park District, (iii) all obligations
under this Lease regarding the Endowment are unaffected by such assignment and assumption
and remain in full force and effect, (iv) the assignee has as its sole mission the Mission, and (v)
the assignee has as its sole grantee the Lucas Museum of Narrative Art.
ARTICLE 14.
ENVIRONMENTAL MATTERS
14.1 Hazardous Materials. Lucas Museum of Narrative Art shall not permit any
Hazardous Materials at or on the Museum Site, except those that are used, stored or otherwise
maintained on the Museum Site for cleaning, along with other supplies ordinarily used in the
operation of the Museum which might be considered Hazardous Materials, so long as Lucas
Museum of Narrative Arts use, storage, and maintenance of such Hazardous Materials is in
compliance with all applicable Environmental Laws and manufacturers recommended
standards and procedures, and such Hazardous Materials are present only in such quantities as
are reasonably required by Lucas Museum of Narrative Art for operations conducted on the
Museum Site. Lucas Museum of Narrative Art shall not dispose of Hazardous Materials in, on,
or about the Museum Site.
14.2 Indemnity. Lucas Museum of Narrative Art shall be solely responsible for any
Hazardous Materials used, stored, or otherwise introduced by it (including, without limitation,
Hazardous Materials that are released or disposed of at the Museum Site contrary to the
provisions of this Lease) at, on, under or emanating from, the Museum Site, and shall indemnify,
defend and hold harmless the Park District Parties from and against any Claims arising from
such use, storage, release or disposal of Hazardous Materials.

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ARTICLE 15.
REPRESENTATIONS AND WARRANTIES
15.1 Representations and Warranties by Lucas Museum of Narrative Art. Lucas
Museum of Narrative Art represents, warrants and covenants to the Park District as follows as
of the date of this Lease:
(a)
Lucas Museum of Narrative Art is a nonprofit corporation duly organized,
existing and in good standing under the laws of the State of California, and will maintain
this organizational structure during the Term of this Lease. Lucas Museum of Narrative
Art is duly qualified to do business in the State of Illinois, is not in violation of any
provision of its organizational documents, has the requisite power to enter into and
perform Lucas Museum of Narrative Arts obligations under this Lease and the Lease
Documents. The execution, delivery and performance of this Lease and the Lease
Documents has been duly and fully authorized and approved by all necessary and
appropriate action, and a true, complete and certified copy of the authorizing resolutions
has been delivered to the Park District. Lucas Museum of Narrative Art is in compliance
with all Laws of all public authorities applicable to Lucas Museum of Narrative Art.
(b)
Lucas Museum of Narrative Art qualifies and is recognized by the
Internal Revenue Service as a tax-exempt organization under Internal Revenue Code
Section 501(c)(3). Lucas Museum of Narrative Art will maintain said qualification during
the Term of this Lease.
(c)
Except for (i) Friends of the Parks v. Chicago Park District, No. 14-Cv9096 (N.D. Illinois), and (ii) claims that the Lease or construction of the Museum on the
Museum Site violate the Chicago Lakefront Protection Ordinance, there is no action, suit
or proceeding pending or, to the knowledge of Lucas Museum of Narrative Art,
threatened against Lucas Museum of Narrative Art before any federal, state, municipal
or other governmental court, administrative agency, department, commission, bureau or
arbitration board that may materially and adversely affect the ability of Lucas Museum of
Narrative Art to perform its obligations under this Lease or the Lease Documents and all
authorizations, consents and approvals of governmental bodies or agencies required in
connection with the execution and delivery of this Lease or the Lease Documents and in
connection with the performance of Lucas Museum of Narrative Arts obligations
hereunder or thereunder have been or will be obtained.
(d)
The Project Improvements will be constructed, operated and maintained
in compliance with all applicable Laws.
(e)
Lucas Museum of Narrative Art has obtained, or shall obtain as required,
all necessary Governmental Approvals for the construction of the Project Improvements.
(f)
All federal, state and local tax returns to be filed by Lucas Museum of
Narrative Art have been filed with appropriate governmental agencies and all taxes due
and payable by Lucas Museum of Narrative Art have been paid when due.
(g)
No information, certification or report that has been or will be submitted
to the Park District by Lucas Museum of Narrative Art (or on behalf of Lucas Museum of
Narrative Art) contains any material misstatement of fact or omits to state a material fact
necessary to make the information not misleading.

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(h)
The Endowment and other operating funds will be used to fund the
operation, repair and maintenance of the Museum and Lucas Museum of Narrative Arts
obligations hereunder, including, if applicable, the Demolition of the Museum.
(i)
Any financial statements and other reports provided by Lucas Museum of
Narrative Art to the Park District are and will be accurate and complete in all material
respects. Lucas Museum of Narrative Art has no material liabilities or obligations,
contingent or otherwise, other than those represented on the financial statements as of
the dates, and for the periods, indicated therein.
15.2 Representations and Warranties by the Park District. The Park District
represents, warrants and covenants to Lucas Museum of Narrative Art as follows
(a)
The Park District is a municipal corporation duly organized and existing
pursuant to 70 ILCS 1505/1 et seq. The Park District possesses full and adequate
power and authority to own, operate and lease its properties, and to carry on and
conduct its business as it is currently being conducted.
(b)
The Park District has the full right, power and authority to execute and
deliver this Lease and to perform and satisfy its obligations and duties under this Lease.
The execution, delivery and performance of this Lease by the Park District has been duly
and fully authorized and approved by all necessary and appropriate action, and a true,
complete and certified copy of the authorizing resolutions has been delivered to Lucas
Museum of Narrative Art. This Lease has been duly executed and delivered by the Park
District.
15.3 Continuing in Nature. Except as expressly stated to the contrary, each of the
representations, warranties and covenants made by the Parties hereto shall survive the
execution and delivery of this Lease.
ARTICLE 16.
DISPUTE RESOLUTION
16.1 Informal Dispute Resolution. Prior to requesting mediation or otherwise taking
steps or actions to enforce its rights and remedies hereunder, each Party agrees to attempt to
resolve any dispute in relation to the provisions of this Lease in good faith with the other Party.
The Parties will seek informal resolution of any construction-related dispute by escalating it to
the General Superintendent of the Park District (or his or her designee) and the Executive
Director of Lucas Museum of Narrative Art (or his or her designee).
16.2 Mediation of a Dispute. If the dispute has not been resolved through the informal
dispute resolution process described above after thirty (30) days, a Party may make a written
demand that the matter be submitted to non-binding mediation in accordance with the
provisions of this Section 16.2. Within ten (10) days after delivery of such written notice to the
other Party, the Park District and Lucas Museum of Narrative Art shall agree upon a mediator
who is a reputable person actively engaged in the commercial real estate industry and with
knowledge of museum operations for a continuous period of not less than ten (10) years. If the
Parties are unable to agree upon a mediator, a mediator shall be appointed by the American
Arbitration Association office in Chicago, Illinois (or any successor organization). Such
mediation shall occur within thirty (30) days after the mediator has been agreed upon or
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appointed and shall occur at a mutually acceptable location in Chicago, Illinois. The costs of
such mediation services shall be shared equally by the Park District and Lucas Museum of
Narrative Art (but each Party shall bear the cost of its own travel and attorneys fees).
Notwithstanding the provisions of this Section 16.2, Lucas Museum of Narrative Art and the
Park District may each exercise all remedies to which they are entitled while
contemporaneously pursuing mediation hereunder.
ARTICLE 17.
ENDOWMENT
Before commencement of any construction of the Museum or the Green Belt
Improvements, Lucas Museum of Narrative Art will cause to be established, on terms and
conditions acceptable to the Park District, a fund solely for the maintenance, operation, and
capital improvement of the Museum and other funding rights or obligations set forth in this
Lease for the Term, Including all extensions of this Lease (the Endowment), which such
Endowment is expected to be not less than Four Hundred Million Dollars ($400,000,000). An
agreement governing the Endowment (Endowment Agreement) shall be in writing and
commercially reasonable, and shall provide a schedule for the contribution of funds to the
Endowment. At all times, the Endowment, or at the discretion of Lucas Museum of Narrative
Art, a separate Segregated Account acceptable to the Park District, shall contain sufficient liquid
assets to pay in full all costs of Demolition as provided for in this Lease.
ARTICLE 18.
MISCELLANEOUS
18.1 Amendments. No amendment, modification, termination, discharge or waiver of
any provision of this Lease shall be effective unless the same shall be in writing and signed by
all Parties hereto, and then such waiver or consent shall be effective only for the specific
purpose for which given.
18.2 Applicable Law. This Lease shall be governed by, and construed and enforced
in accordance with the internal laws of the State of Illinois, without regard to the choice of law
provisions of the State of Illinois.
18.3 Construction. This Lease shall be subject to the following rules of construction,
unless the context clearly indicates to the contrary:
(a)

The term including or include, means including, but not limited to;

(b)
All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, singular or plural as the context may require;
(c)
Whenever the singular number is used in this Lease, the same shall
include the plural and vice versa as the context may require;
(d)
Headings and parenthetical references in connection with section,
schedule or exhibit numbers, shall be for convenience only and not be considered part of
this Lease; and
(e)
Unless otherwise indicated, references to a section, schedule, or exhibit
means a section, schedule, or exhibit of this Lease.
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18.4 Counterparts. This Lease may be executed in multiple counterparts, each of


which shall be deemed an original but all of which shall together constitute one and the same
instrument. A telecopy or facsimile signature of any Party shall be considered to have the same
binding effect as an original signature.
18.5 Cumulative Rights and Remedies. The rights and remedies provided by this
Lease are cumulative and the use of any one right or remedy by any Party shall not preclude or
waive the right to use any other remedy. Such rights and remedies are given in addition to any
other legal rights the Parties may have.
18.6 Drafting. The Parties acknowledge and confirm that each of their respective
attorneys have participated jointly in the review and revision of this Lease and that it has not
been written solely by counsel for one Party. The Parties hereto stipulate and agree that the
rule of construction to effect any ambiguities are to be or may be resolved against the drafting
Party shall not be employed in the interpretation of this Lease to favor any Party against
another.
18.7 Entire Lease. This Lease contains the entire agreement between the Parties
hereto, and there are no promises, agreements, conditions, undertakings or warranties or
representations, oral or written, express or implied, between them or other than as herein set
forth or as specifically referred to herein. This Lease is intended to be an integration of all prior
or contemporaneous promises or agreements, conditions or undertakings between the Parties
(including the MOU) and supersedes all previous written or oral agreements regarding the
subject matter hereof, including the MOU.
18.8 Further Assurances.
Each Party shall execute and deliver such other
documents, instruments and agreements, and take such actions as are necessary or desirable
to effectuate the transactions contemplated herein or as required by law.
18.9 Jurisdiction, Venue and Forum. Each Party irrevocably agrees that all judicial
actions or proceedings in any way, manner or respect, arising out of or from or related to this
Lease shall be litigated only in courts within Chicago, Illinois. Each Party hereby consents to
the jurisdiction of any local, state or federal court located within Chicago, Illinois, and hereby
waives any objections each Party may have based on improper venue or forum non conveniens
to the conduct of any proceeding instituted hereunder. Neither Party waives any right to seek a
jury trial, if such right is available.
18.10 No Agency or Partnership Relationship.
(a)
Nothing in this Lease is intended nor shall be deemed to create an
agency, relationship, partnership, or joint venture between the Park District, on the one
hand and Lucas Museum of Narrative Art, on the other hand.
(b)
Nothing in this Lease is intended nor shall be deemed to grant to the
Park District any power, right or authority to bind or otherwise contractually obligate
Lucas Museum of Narrative Art.
(c)
Nothing in this Lease is intended nor shall be deemed to grant to Lucas
Museum of Narrative Art any power, right or authority to bind or otherwise contractually
obligate the Park District.

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18.11 Notices. All notices, requests, demands and other communications provided for
hereunder shall be in writing, sent by (a) certified or registered U.S. Mail, postage prepaid, with
return receipt requested, (b) facsimile (with confirmation of receipt by the sending machine and
a copy to follow by U.S. Mail, first class postage prepaid), (c) nationally recognized overnight
carrier with electronic tracking, (d) delivered in person with receipt of delivery, or (e) electronic
mail with acknowledgment of receipt by the recipient, and in each case addressed as follows:
If to Lucas Museum of Narrative Art:

Lucas Museum of Narrative Art


P.O. Box 29137
San Francisco, CA 94129-0317
Attention: Angelo Garcia

With a copy to:

Locke Lord LLP


111 S. Wacker Drive
Chicago, Illinois 60606
Attention: Louis S. Cohen
Baird S. Allis
Facsimile: (312) 896-0306
Delagnes, Linder & Duey
300 Montgomery Street #1050
San Francisco, CA 94104
Attention: Natalie Delagnes Talbott
Facsimile: (415) 983-0999

If to the Park District:

Chicago Park District


541 North Fairbanks
Chicago, Illinois 60611
Attention: Superintendent

With a copy to:

Chicago Park District


541 North Fairbanks
Chicago, Illinois 60611
Attention: General Counsel

or, as to each Party, at such other address as shall be designated by such Party in a written
notice to each other Party complying as to delivery with the terms of this Section 18.11. Such
notices shall be deemed to be duly given or made (i) in the case of U.S. Mail in the manner
provided above, three (3) business says after posting, (ii) in the case of facsimile (with
confirmation of receipt by the sending machine and a copy to follow by U.S. Mail, first class
postage prepaid), when sent so long as it was received during normal business hours of the
receiving Party on a business day and otherwise such delivery shall be deemed to be made as
of the next succeeding business day, (iii) if sent by nationally recognized overnight courier with
electronic tracking service, the next business day after depositing same with such overnight
courier before the overnight deadline, and if deposited with such overnight courier after such
deadline, then the next succeeding business day, (iv) if delivered personally with receipt of
delivery, when actually delivered by hand unless such day is not a business day, in which case
such delivery shall be deemed to be made as of the next succeeding business day, (v) in the
case of electronic mail with acknowledgment of receipt by the recipient, when sent so long as it
was received during normal business hours of the receiving Party on a business day and

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otherwise such delivery shall be deemed to be made as of the next succeeding business day.
18.12 Severability. In the event that any provision of this Lease or the application
thereof is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions of this Lease and the application thereof shall not be affected.
18.13 Successors Bound. The covenants, terms, provisions and conditions of this
Lease shall be binding upon and inure to the benefit of the Park District and Lucas Museum of
Narrative Art and their respective successors and, to the extent permitted herein, assigns.
References to any Party shall include the Partys successors and permitted assigns.
18.14 Survival. All provisions which by their nature are intended to survive shall survive
the termination of this Lease.
18.15 Third Party Beneficiaries. This Lease is not intended to confer upon any person
or entity other than the Parties hereto, any rights or remedies hereunder.
18.16 Confirmation of Dates. Promptly after the occurrence of any date relevant to the
Parties rights or obligations under this Lease (including without limitation the Commencement
Date), the Parties shall enter into a memorandum reasonably satisfactory to each of them (and
in recordable form, if appropriate), memorializing such date. The failure of the Parties to enter
into any such memorandum shall not invalidate or in any way diminish the effectiveness of the
actual date(s) to be set forth in the memorandum.
18.17 MOU.
The Parties have previously entered into a Memorandum of
Understanding dated September 8, 2014 (the MOU) which is expressly non-binding and
whose provisions have no legal effect and are not to be used to interpret or otherwise construe
any of the provisions of this Lease, the other Lease Documents, the Project or any part of the
transaction.
18.18 Limitation to Capacity as the Landlord. The Parties acknowledge that all
references to the Park District herein shall refer only to the Park District in its capacity as the
landlord under this Lease. The term Park District and the duties and rights assigned to it
under this Lease exclude any action, omission or duty of the Park District when performing its
Governmental Functions. Any action, omission or circumstance arising out of the performance
by the Park District of the Park Districts Governmental Functions shall not cause or constitute a
default by the Park District under this Lease or give rise to any rights or claims against the Park
District in its capacity as the landlord hereunder, it being acknowledged that Lucas Museum of
Narrative Arts remedies for any injury, damage or other claim resulting from any such action,
omission or circumstances arising out of the Governmental Functions of the Park District shall
be governed by the laws and regulations concerning claims against the Park District as a
Governmental Authority.

[Remainder of Page Intentionally Blank Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Ground
Lease as of the date first written above.
LUCAS MUSEUM OF NARRATIVE ART
By:
Name:
Title:

CHICAGO PARK DISTRICT


By:
Name:
Title:
ATTESTATION:
Board of Commissioners
Secretary
__________________________________

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EXHIBIT A
LEGAL DESCRIPTION OF MUSEUM SITE
(SUBJECT TO FINAL TITLE, SURVEY AND IMMATERIAL DESIGN REVISIONS)

Exhibit A

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EXHIBIT B-1
SUB-AREA MAP
(ATTACHED)

Exhibit B

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EXHIBIT B-2
LANDSCAPE PLAN
(TO BE ADDED)

Exhibit B

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EXHIBIT C
DESCRIPTION OF PROJECT IMPROVEMENTS
(TO BE SUPPLEMENTED)
As set forth in this Ground Lease, the Lucas Museum of Narrative Art intends to develop,
construct and operate a new museum dedicated to the history of narrative art. The first
museum of its kind, the Lucas Museums collection will feature popular art in its many forms,
ranging from painted masterworks from the golden age of illustration to the cutting edge of
digital and cinematic art. At up to 300,000 square feet, the Lucas Museum will also offer ample
space for traveling exhibitions featuring world-renowned artists and filmmakers, giving
Chicagoans and visitors to the City the opportunity to experience the works of acclaimed
contemporary artists and access to priceless masterpieces and films that have never before
visited Chicago.
The Lucas Museum will be contained in a sculptural design that explores the relationship
between nature and the urban environment. Inspired by the work of Frank Lloyd Wright and
Mies van der Rohe, the design integrates the natural beauty of the surrounding parkland and
Lake Michigan with the powerful man-made architecture that is a Chicago legacy. In keeping
with the Mission, the Lucas Museum will be a fitting place to discover and explore, to
communicate and contemplate.
As an organic, integrated structure, the Lucas Museum will be intrinsically linked with its
surroundings. The Lucas Museum therefore intends to redevelop the existing surface parking
lot currently located on the Project Area into approximately 200,000 square feet of new parkland
space that will be open to the public. This new parkland will be informed by and complement
the Museums design and will contain spaces for the public to enjoy the lakefront, and is
anticipated to include a Museum garden, an event prairie, an eco-park and a dune field that
reflects the natural landscape of the Lake Michigan shoreline.
In addition to the creation of new green space, the Lucas Museum intends to contribute to the
funding of a new parking facility that is expected to be located across Lake Shore Drive from the
Project Area. The purpose of this new parking facility will be to improve access to the Museum
Campus area during and after construction of the Lucas Museum by replacing the parking
spaces lost as a result of the redevelopment and landscaping of the existing surface parking lot.

Exhibit C

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EXHIBIT D
SITE PLAN
(TO BE ADDED)

Exhibit D

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EXHIBIT E
PERMITTED EXCEPTIONS
(TO BE ADDED)

Exhibit E

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EXHIBIT F
LIST OF LEASE DOCUMENTS
(TO BE ADDED)

Exhibit F

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EXHIBIT G
CERTIFICATE OF SUBSTANTIAL COMPLETION
(TO BE ADDED)

Exhibit G

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EXHIBIT H
MBE/WBE, PREVAILING WAGE AND OTHER STANDARD PARK DISTRICT
REQUIREMENTS
(TO BE ADDED)

Exhibit H

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EXHIBIT I
INSURANCE REQUIREMENTS
Lucas Museum of Narrative Art must provide and maintain at Lucas Museum of
Narrative Arts own expense, or cause to be maintained, during the Term of this Lease and on
any earlier date Lucas Museum of Narrative Art or its Contractors are permitted to enter onto
the Project Area, and until each and every obligation of Lucas Museum of Narrative Art
contained in this Lease has been fully performed (including any time period following the
Termination Date if Lucas Museum of Narrative Art is required to return to the Museum Site and
perform any additional work), the insurance coverages and requirements specified below,
insuring all operations under this Lease, with insurance companies authorized to do business in
the State of Illinois. For the purposes of this Exhibit I, the term Contractors shall also include
licensees occupying the Museum Site:
(a)
Insurance to be provided by Lucas Museum of Narrative Art. During the Term of
this Lease, Lucas Museum of Narrative Art must obtain the following insurance:
i.
Workers Compensation and Employers Liability. Workers Compensation,
as prescribed by applicable law, covering all employees who are to provide a service
under this Lease, and Employers Liability coverage with limits of not less than One
Million Dollars ($1,000,000) for each accident, illness or disease.
ii.
Commercial General Liability (Primary and Umbrella). Commercial
General Liability Insurance or equivalent with limits of not less than [_____] Million
Dollars ($___,000,000) per occurrence for bodily injury, personal injury and property
damage liability. Coverage must include the following: all premises and operations,
products/completed operations, independent contractors, separation of insured, defense
and contractual liability (with no limitation endorsement). The Park District is to be
named as an additional insured on a primary, non-contributory basis for any liability
arising directly or indirectly under or in connection with this Lease.
iii.
Automobile Liability (Primary and Umbrella). When any motor vehicles
(owned, non-owned and hired) are used in connection with work to be performed, Lucas
Museum of Narrative Art must provide Automobile Liability Insurance with limits of not
less than [_____] Million Dollars ($___,000,000) per occurrence for bodily injury and
property damage. The Park District is to be named as an additional insured on a
primary, non-contributory basis.
iv.
Pollution Legal Liability. Pollution Legal Liability Insurance must be
provided covering bodily injury, property damage and other losses caused by pollution
conditions that arise from the contract scope of services with limits of not less than
[_____] Million Dollars ($___,000,000) per occurrence.
Coverage must include
completed operations, contractual liability, defense, excavation, environmental cleanup,
remediation and disposal. When policies are renewed, the policy retroactive date must
coincide with or precede, start of work in connection with the Lease. A claims-made
policy which is not renewed or replaced must have an extended reporting period of two
(2) years. The Park District is to be named in the policy as an additional insured.
v.
Property. Lucas Museum of Narrative Art shall obtain All Risk Property
Insurance at full replacement cost, covering all loss or damage to the Museum Site and

Exhibit I

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other property, including improvements and betterments. Coverage must include but
shall not be limited to the following: domestic and foreign terrorism, extra expense, water
including leakage, overflow, sewer backup and seepage, collapse, boiler and machinery,
earth movement and flood. The Park District is to be named in the policy as its interests
shall appear and as loss payee. Lucas Museum of Narrative Art shall be responsible for
all loss or damage to personal property (including but not limited to materials,
equipment, tools and supplies), owned or rented by Lucas Museum of Narrative Art.
vi.

Boiler and machinery

vii.

Sprinkler leakage

(b)
Insurance to be Provided During Construction. During the Term of this
Lease and while there is any construction at the Museum Site, or with respect to the
construction of the Park Improvements within the Project Area, the Contractor must
obtain the following insurance:
i.
Workers Compensation and Employers Liability. Workers Compensation,
as prescribed by applicable law covering all employees who are to provide a service
under this Lease and Employers Liability coverage with limits of not less than One
Million Dollars ($1,000,000) for each accident, illness or disease.
ii.
Commercial General Liability (Primary and Umbrella). Commercial
General Liability Insurance or equivalent with limits of not less than [_____] Million
Dollars ($___,000,000) per occurrence for bodily injury, personal injury, and property
damage liability. Coverage must include the following: all premises and operations,
products/completed operations, independent contractors, separation of insured, defense,
and contractual liability (with no limitation endorsement). The Park District is to be
named as an additional insured on a primary, non-contributory basis for any liability
arising directly or indirectly under or in connection with this Lease. Subcontractors
performing work for the Contractor must maintain limits of not less than Five Million
Dollars ($5,000,000), and otherwise containing the same terms as set forth in this
subsection.
iii.
Automobile Liability (Primary and Umbrella). When any motor vehicles
(owned, non-owned and hired) are used in connection with work to be performed, the
Contractor must provide Automobile Liability Insurance with limits of not less than
[_____] Million Dollars ($___,000,000) per occurrence for bodily injury and property
damage. The Park District is to be named as an additional insured on a primary
non-contributory basis. Subcontractors performing work for the Contractor must maintain
limits of not less than [_____] Million Dollars ($___,000,000), and otherwise containing
the same terms as set forth in this subsection.
iv.
Builders Risk. When Lucas Museum of Narrative Art undertakes any
construction, including improvements, betterments and/or repairs, Lucas Museum of
Narrative Art must provide, or cause to be provided, All Risk Builders Risk Insurance at
replacement cost for materials, supplies, equipment, machinery and fixtures that are or
will be part of the permanent facility. Coverages must include, but not be limited to, the
following: right to partial occupancy, material stored off-site and in transit, boiler and
machinery, earth movement, flood, water including overflow, leakage, sewer backup or
seepage, utility services, collapse, debris removal, faulty workmanship or materials,

Exhibit I

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Testing, mechanical-electrical breakdown, and other consequential loss. The Park


District is to be named as its interests may appear and loss payee in the policy. The
Contractor is responsible for all loss or damage to personal property (including, but not
limited to, material, equipment, tools and supplies) owned, rented or used by the
Contractor. The Contractor is responsible for all loss or damage to the Park Districts
property at full replacement costs that results from the work.
v.
Professional Liability. When any architects, engineers, construction
managers, project managers or other professional consultants perform work in
connection with this Lease, Professional Liability Insurance covering acts, errors, or
omissions shall be maintained with limits of not less than [_____] Million Dollars
($___,000,000). When policies are renewed or replaced, the policy retroactive date
must coincide with, or precede start of work on the Lease. A claims-made policy which
is not renewed or replaced must have an extended reporting period of seven (7) years.
vi.
Valuable Papers. When any plans, designs, drawings, specifications and
documents are produced or used under this Lease, Valuable Papers Insurance shall be
maintained in an amount to insure any loss whatsoever, and shall have limits sufficient
to pay for the re-creation and reconstruction of such records.
vii.
Contractors Pollution Liability. When any remediation work is performed
which may cause a pollution exposure, Contractors Pollution Liability must be provided
covering bodily injury, property damage and other losses caused by pollution conditions
that arise from work performed with limits of not less than [_____] Million Dollars
($___,000,000) per occurrence. Coverage must include underground storage tanks,
completed operations, contractual liability, defense, excavation, environmental cleanup,
remediation and disposal. When policies are renewed or replaced, the policy retroactive
date must coincide with, or precede, start of work under the Lease. A claims-made
policy which is not renewed or replaced must have an extended reporting period of two
(2) years. The Park District is to be named as additional insured.
(c)

Other Provisions.

i.
Lucas Museum of Narrative Art must furnish the Park District at 541 N.
Fairbanks, Chicago, Illinois, 60611, attention:__________ original Certificates of
Insurance evidencing the required coverage to be in force on the date of this Lease, and
renewal certificates of insurance, or such similar evidence, if the coverages have an
expiration or renewal date occurring during the Term of this Lease. Lucas Museum of
Narrative Art shall submit evidence of insurance on a form acceptable to the Park District
upon its execution of this Lease. The receipt of any certificate does not constitute
agreement by the Park District that the insurance requirements in the Lease have been
fully met, or that the insurance policies indicated on the certificate are in compliance with
all requirements set forth in this Lease. The failure of the Park District to obtain
certificates or other insurance evidence from Lucas Museum of Narrative Art shall not be
deemed to be a waiver by the Park District of any requirements for Lucas Museum of
Narrative Art to obtain and maintain the specified coverages. Lucas Museum of
Narrative Art must advise all insurers of the provisions of this Lease relating to required
insurance coverages. Non-conforming insurance shall not relieve Lucas Museum of
Narrative Art of the obligation to provide insurance as specified herein. Nonfulfillment of
the insurance conditions may constitute a violation of this Lease, and the Park District
retains the right to stop work until proper evidence of insurance is provided.

Exhibit I

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ii.
The insurance shall provide for sixty (60) days prior written notice to be
given to the Park District in the event coverage is substantially changed, canceled, or
non-renewed.
iii.
Lucas Museum of Narrative Art or the Contractor, as applicable, shall be
responsible for paying any and all deductibles or self-insured retentions on referenced
insurance coverages [should there be a limit on this or at least subject to PD approval?].
iv.
Lucas Museum of Narrative Art hereby waives, and agrees to require its
insurers to waive, rights of subrogation against the Park District and the Park Districts
Representatives.
v.
Lucas Museum of Narrative Art expressly understands and agrees that
any coverages and limits furnished by Lucas Museum of Narrative Art or the Contractor
shall in no way limit Lucas Museum of Narrative Arts or the Contractors liabilities and
responsibilities specified within this Lease or by law.
vi.
Lucas Museum of Narrative Art expressly understands and agrees that
any insurance or self-insurance programs maintained by the Park District do not
contribute with insurance provided by Lucas Museum of Narrative Art or any Contractor
under this Lease.
vii.
The required insurance is not limited by any limitations expressed in any
indemnification or exculpation provisions set forth in this Lease or any limitation placed
on such indemnity or exculpation provisions as a matter of law.
viii.
Lucas Museum of Narrative Art shall require all Contractors to carry the
insurance required herein, or Lucas Museum of Narrative Art must pay the insurance
premiums on behalf of any Contractor who fails to do so. All Contractors must be
subject to the same insurance requirements of Lucas Museum of Narrative Art unless
otherwise specified herein.
ix.
If Lucas Museum of Narrative Art or any Contractor desires additional
insurance coverage, then Lucas Museum of Narrative Art or such Contractor shall each
be responsible for the acquisition and cost of such additional protection.
x.
Need to provide for ability for PD to require additional/different coverages
and adjust coverage amounts over the 99 year term.

Exhibit I

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EXHIBIT J
CONDITIONS TO COMMENCEMENT OF LEASE
The requirements set forth in this Exhibit J are conditions precedent to the Commencement
Date and the use of the Museum Site by Lucas Museum of Narrative Art pursuant to this Lease.
1.
Conditions for Benefit of Both Parties. The conditions set forth in this Section 1
are for the benefit of both Parties and may be waived only by consent of both Parties, at each
Party's respective sole discretion.
(a)
Additional Parking and Funding. The Park District has acquired or leased
for the Term a site for the construction of a new parking facility (New Parking Facility)
having no fewer than 1,500 parking spaces to be available to the public located on the
west side of Lake Shore Drive and reasonably proximate to the Museum Site and
Soldier Field. The Park District shall obtain, prior to the completion of construction of the
Museum, any and all approvals necessary to construct such parking facility in
accordance with all Laws. As a condition to this undertaking by the Park District, George
W. Lucas, Jr. or an affiliate of his (the New Parking Funding Party), on a date or over a
period of time acceptable to the Museum and the Chicago Park District, will deposit
Forty Million Dollars ($40,000,000) into a segregated account established to fund draws
relating to the Park Districts design, development and construction of such facility. The
Park District shall have the sole liability and responsibility for all construction, including
cost overruns, maintenance, repair and replacements of all or any portion of such facility
such that it can be used safely as additional Museum parking for the Term. Net
revenues generated from the parking by Museum patrons (in accordance with a
verification process to be established by the Parties) in the New Parking Facility and the
existing Waldron Deck parking facility on days on which the Museum is open that are
calculated after deduction of operating expenses of such facilities that are commercially
reasonable and consistent with industry standards and historic practices shall be shared
equally as collected by the Park District and the New Parking Funding Party until the
New Parking Funding Party is reimbursed in the amount of $40,000,000. Thereafter the
Park District shall receive all revenues.
(b)
Pedestrian Bridge. The Parties shall enter into good faith discussions
regarding the design and approval of a pedestrian bridge or structure between the
Waldron Deck and the Museum Site to be constructed at no cost to the Park District and,
to the extent possible based on agreements reached, obtain any and all Governmental
Approvals for the construction thereof as part of the Project Improvements to be
completed prior to the Final Completion Date for the Project Improvements.
(c)
Logistics Plan. Lucas Museum of Narrative Art and the Park District have
developed the Logistics Plan for the use of the Project Area during the construction of
the Project Improvements in accordance with Section 5.1 of this Lease.
(d)
Design Development and Construction Documents. Lucas Museum of
Narrative Art has submitted, and the Park District has approved, the Design
Development Documents and the Construction Documents for the Project Improvements
in accordance with Section 5.2(a) of this Lease.

Exhibit J

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(e)
Project Schedule. Lucas Museum of Narrative Art has submitted, and the
Park District has approved, a schedule for the construction of the Project Improvements
in accordance with Section 5.2(d) of this Lease, including construction milestones to
ensure that the Project Improvements are completed in a timely manner, subject to
Force Majeure.
(f)
Project Budget. Lucas Museum of Narrative Art has submitted, and the
Park District has approved, the final Budget for the Project Improvements based on the
completed Construction Documents in accordance with Section 5.2(e) of this Lease.
(g)
Funding. Lucas Museum of Narrative Art or a Foundation affiliated
therewith shall establish and fund a Segregated Account in accordance with the
requirements of Section 5.4 of this Lease, and the Parties shall agree upon the form of
an Escrow Agreement for the disbursement of such funds.
(h)
Government Approvals. Lucas Museum of Narrative Art has secured all
necessary Governmental Approvals to commence construction of the Project
Improvements and has submitted evidence thereof to the Park District, as required
under Section 5.3 of this Lease.
(i)
Insurance. Lucas Museum of Narrative Art has obtained the types and
amounts of insurance required under Article 9 of this Lease, and has delivered
certificates to the Park District (in form reasonably acceptable to the Park District)
evidencing such insurance, as required under Section 5.3 of this Lease.
(j)
Transfer of Art Collection. George W. Lucas, Jr. or one or more affiliates
of his and Lucas Museum of Narrative Art have entered into an agreement whereby art
from his or its art collection will become the permanent collection of the Museum during
the Term of this Lease, subject to customary and usual lending of pieces thereof to other
museums on a non-permanent basis.
(k)
Pledge Agreement. The Parties, and any other required parties, have
executed an agreement whereby funds at least equal to the total amount of the Budget
shall be given and/or granted to the Lucas Museum of Narrative Art, which funds shall
be used solely for the development and construction of the Project Improvements (the
Pledge Agreement). The Pledge Agreement shall be subject to the reasonable
approval of the Park District; provided that, in any event, the Pledge Agreement shall (i)
remain in effect without amendment or modification (unless consented to by the Park
District) until the Final Completion Date of all Project Improvements; and (ii) name the
Park District as a third party beneficiary with the right to enforce the obligations
thereunder.
(l)
Endowment. An endowment has been established having as its sole
purpose paying, as and when necessary (i) the costs to operate and maintain the
Museum and its art collection for the Term of this Lease, and (ii) as provided for by such
endowment, any other obligation of Lucas Museum of Narrative Art related to the
Museum and this Lease (Endowment).
(m)
Legal Opinion. Lucas Museum of Narrative Art has submitted to the Park
District, and the Park District has approved, an opinion of counsel that this Lease, the

Exhibit J

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Pledge Agreement and the Endowment Agreement (as defined in Article 17) are
enforceable under applicable Laws.
(n)
Construction Contract. Lucas Museum of Narrative Art and its General
Contractor(s) have entered into the Contract(s) necessary to complete construction of
the Project Improvements for a gross construction cost consistent with the construction
costs set forth in final approved Budget, and all such contracts are in full force and
effect. If any payment and performance bond is required by any such contract, evidence
of delivery thereof together with a reliance letter in favor of the Park District with respect
thereto has been submitted.
(o)
Construction and Staging License Agreement. Lucas Museum of
Narrative Art and the Park District have entered into a Construction and Staging License
Agreement in accordance with Section 2.11 of this Lease, and such Construction and
Staging License Agreement is in full force and effect.
(p)
Maintenance License Agreement. Lucas Museum of Narrative Art and
the Park District have entered into a Maintenance License Agreement in accordance
with Section 2.13 of this Lease, and such Maintenance License Agreement is in full force
and effect.
(q)
No Pending Action. All time periods for legal challenge to this Lease, the
other Lease Documents or the Governmental Approvals have expired without any
challenge being filed, or if a challenge was filed, such challenge has been resolved in a
manner acceptable to the Parties, in each Partys sole and absolute discretion.
(r)
Resolution of Bears Occupancy and Use Rights. The Park District and the
Bears have entered into the Bears POA Amendment, and the Bears POA Amendment is
in full force and effect. The Bears POA Amendment shall be in form and substance
satisfactory to Lucas Museum of Narrative Art in its sole and absolute discretion. The
Park District and the Bears have also agreed upon a plan to provide temporary parking
spaces during construction of the Museum and the New Parking Facility, and the Park
District has secured the required parking spaces. This Condition must be satisfied on or
before ___________, 2015.
(s)
Museum Parking Access and Easement Agreement. The Park District
and Lucas Museum of Narrative Art have entered into a mutually acceptable form of
easement agreement governing the use of the Parking Facility by Bears patrons on
Game Days.
(t)
Game Day Site Coordination Agreement. Lucas Museum of Narrative Art
and the Park District have entered into a mutually acceptable form of Game Day site
coordination agreement (the Site Coordination Agreement) to address, among other
matters, parking operations on the Museum Site and Event Prairie on Game Days.
(u)
Amendment to SMG Management Services Agreement. The Park District
and SMG have agreed upon the terms of, and have executed and delivered, an
amendment to the SMG Management Services Agreement, which, among other matters,
eliminates the inclusion of the South Parking Lot in the definition of Parking Facilities..

Exhibit J

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(v)
Amendment to ISFA Agreements. The Park District and the Illinois
Sports Facilities Authority have entered into any necessary amendments to the
agreements between the Illinois Sports Facilities Authority and the Park District In
connection with the financing of the renovation and redevelopment of Soldier Field and
the surrounding area.
(w)
Amendment to MPEA Lease Agreement. If necessary, the Park District
has obtained the MPEAs consent to this Lease.
(x)
Use of Event Prairie. The Park District and Lucas Museum of Narrative
Art have entered into an agreement establishing a protocol (a) for Lucas Museum of
Narrative Art to book use of the Event Prairie for up to ___ events per year (which
events shall in all cases relate to the Museums Mission) on a priority basis, but in no
event shall Lucas Museum of Narrative Art have the right to book such events during socalled Blackout Periods on Bears Game Days and (b) for repairs, replacements and resodding of the Event Prairie at the cost of the respective Party required to fund such
costs following events creating the need for such corrective measures.
2.
Conditions for the Benefit of the Park District. The conditions set forth in this
Section 2 are for the benefit of the Park District and may be waived only by consent of the Park
District in its sole discretion.
(a)
Representations and Warranties. The representations and warranties of
Lucas Museum of Narrative Art as set forth in this Lease remain true and correct in all
material respects.
(b)
No Lucas Museum of Narrative Art Default. There exists no condition,
event or act which constitutes or with notice and the passage of time would constitute,
an Event of Default by Lucas Museum of Narrative Art under this Lease.
3.
Conditions for the Benefit of Lucas Museum of Narrative Art. The conditions set
forth in this Section 3 are for the benefit of Lucas Museum of Narrative Art and may be waived
only by consent of Lucas Museum of Narrative Art in its sole discretion.
(a)
Representations and Warranties. The representations and warranties of
the Park District as set forth in this Lease remain true and correct in all material
respects.
(b)
No Park District Default. There exists no condition, event or act which
constitutes, or with notice and the passage of time would constitute, an Event of Default
by the Park District under this Lease.
(c)
Due Diligence for Site Acquisition. Lucas Museum of Narrative Art has
determined, in its sole discretion, that the condition of title to, and the environmental
condition of, the Project Area is suitable for acquisition and subsequent development for
the Project Improvements consistent with this Lease, and the costs and expenses
required to remediate any hazardous materials or conditions in connection with the
design and construction of the Project Improvements are acceptable to Lucas Museum
of Narrative Art in its sole discretion.
(d)

Title Insurance. The Title Company is committed to issue the Title Policy.

Exhibit J

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Subject to extension as a result of Force Majeure, in the event the foregoing conditions (the
Conditions to Commencement) are not satisfied or waived on or before [_____________] (the
Contingency Expiration Date), the Park District and Lucas Museum of Narrative Art shall each
have the option, upon thirty (30) days prior written notice, to terminate this Lease at any time
after the Contingency Expiration Date, in which event this Lease shall be null and void. Any
forbearance by either Party in exercising its right to terminate this Agreement upon a default
hereunder shall not be construed as a waiver of such right.

Exhibit J

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EXHIBIT K
CONSTRUCTION AND STAGING AGREEMENT
(TO BE ADDED)

Exhibit

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EXHIBIT L
MAINTENANCE LICENSE
(TO BE ADDED)

Exhibit

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EXHIBIT M
ESCROW AGREEMENT
(TO BE ADDED)

Exhibit

Tab C

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IN THE UNITED STATES DISTRICT COURT


FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
FRIENDS OF THE PARKS, SYLVIA MANN, and
JOHN BUENZ,
Plaintiffs,
v.
CHICAGO PARK DISTRICT and
CITY OF CHICAGO,
Defendants.

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No. 14-cv-9096

COMPLAINT
Introduction
1.

Plaintiffs Friends of the Parks, et al., seek to bar or enjoin the Chicago Park

District and the City of Chicago from authorizing, approving or taking any role in the
construction of any new building or developmentincluding the so-called Lucas Museum of
Narrative Arton any property or transferring control of any property that is held solely by the
State of Illinois in trust for the public. Under the public trust doctrine recognized in both federal
and state courts, such trust property recovered from the waters of Lake Michigan should be set
aside and preserved as a natural resource and open space equally available to Illinois citizens for
their use and enjoyment and for access to navigation, fishing and commerce on Lake Michigan.
Accordingly, these defendants may not build on such property to be held in trust or convey any
interest in or right of control of such property to a private organization like the Lucas Museum of
Narrative Art, which is likely to be accountable to a single private individual.
2.

First, pursuant to 42 U.S.C. 1983, plaintiffs challenge the right of the local

governmental defendants to build on or dispose of such trust property, in which every citizen of
the State has an equal beneficial interest, without the consent and authorization of the General
1

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Assembly of the State of Illinois. Any such building or conveyance or transfer of control without
authority of the General Assembly will diminish or impair the beneficial interest of plaintiffs
and other Illinois citizens in such trust property, in violation of the Due Process Clause of the
Fourteenth Amendment of the United States Constitution.
3.

Second, pursuant to 42 U.S.C. 1983, any such new building or conveyance of an

interest in such property to the Lucas Museum of Narrative Art creates an arbitrary classification
of rights with respect to such trust property, in violation of the Equal Protection Clause of the
Fourteenth Amendment. Such classification is especially arbitrary and capricious where it is for
the benefit of a private organization likely to be accountable to a single private individual and
where it will conflict with the purpose of the trust, namely, to preserve the property as a natural
resource and as a free and open space not occupied by a giant building.
4.

Third, by acting to build on trust property or convey an interest in or control of

such property to a private individual without the authorization of the General Assembly, the local
governmental defendants have engaged or will engage in an ultra vires act for which they have
no authority, notwithstanding that the City is a home rule unit.
5.

Fourth, and in the alternative, the local governmental defendants hold title subject

to the public trust doctrine and have no legal authority under state law or otherwise to convey
any interest in or right of control of such trust property to a private individual or a private
organization, or to take any action that impairs the property as a natural resource or pristine
physical environment or impairs or interferes with the use and enjoyment of the trust property by
plaintiffs and other Illinois citizens as a natural resource and as a free and open space accessible
for navigation, fishing, boating, and commercial activities on Lake Michigan.

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Parties
6.

Plaintiff Friends of the Parks (FOTP) is a nonprofit park advocacy organization,

dedicated to preserving, protecting, and improving Chicagos parks and forest preserves for all
citizens.
7.

Plaintiff Sylvia Mann is a resident of Illinois.

8.

Plaintiff John Buenz is a resident of Illinois.

9.

Defendant Chicago Park District is a body politic and corporate established by

state law. 70 ILCS 1505/3.


10.

Defendant City of Chicago is a body politic and municipal corporation.


Jurisdiction and Venue

11.

This Court has jurisdiction over this matter pursuant to 28 U.S.C. 1331 because

it arises under the Constitution and laws of the United States and pursuant to 28 U.S.C. 1343
because it seeks to redress the deprivation under color of State law of constitutional rights. The
Court has supplemental jurisdiction over the state law claims pursuant to 28 U.S.C. 1367.
12.

Venue is proper in this district because all of the parties reside in this district and

all of the facts giving rise to this action took place in this district.
Facts
13.

On May 16, 2014, the Mayors Lucas Cultural Arts Museum Site Selection Task

Force provided a report to the Mayor recommending the parking lots south of Soldier Field as
the site for constructing the proposed Lucas Museum.
14.

On May 20, 2014, the Mayor publicly endorsed the recommendation of the Task

15.

The new museum will be known as the Lucas Museum of Narrative Art.

Force.

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16.

The new museum will be operated by a non-profit corporation also called the

Lucas Museum of Narrative Art (hereinafter LMNA).


17.

On or about September 8, 2014, the Park District entered into a memorandum of

understanding (MOU) with LMNA.


18.

The MOU is attached as Exhibit A and incorporated by reference.

19.

The stated purpose of the MOU is to outline the preliminary terms that have been

discussed between the Chicago Park District and LMNA regarding the beautification and use of
the Museum Siteand the construction, use and operation of the Museum. Ex. A at 2, G.
20.

The MOU states that the museum will be located on the plot of land

recommended by the Mayors Task Force and endorsed by the Mayor:


The Museum will be located in the Museum Campus in the area
generally lying between East Waldr[o]n Drive on the north and the
McCormick Place Lakeside Center (East Building) on the south
(the Project Area).
Ex. A at 2, 1.

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21.

On the map below, the Project Area is outlined by the dotted black line:

22.

The Project Area is located within Burnham Park and consists entirely of land

recovered from the navigable waters of Lake Michigan, most of it during the 1920s.
23.

The land encompassed by the Project Area is to be held by the State of Illinois

as public trust property.


24.

At various times the City or the Chicago Park District has claimed to be the owner

of the Project Area.


25.

However, under various court decisions, it has been established that the State of

Illinois is the exclusive trustee of the Project Area.

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26.

The Defendants have not described the specific manner in which the property will

be conveyed to allow for the construction of the museum, and the MOU does not make this clear
either.
27.

The museum will be dedicated to the exhibition of narrative art that will be

selected by the LMNA.


28.

The museum may or may not be owned by the City or the Park District.

29.

The museum may or may not be owned by LMNA or leased to the LMNA.

30.

Whatever the terms of the conveyance, the MOU makes clear that the museum

building will be used solely and exclusively by the LMNA for its own purposes and that LMNA
will have the exclusive right to occupy, use, maintain, manage, and control the museum building
and site. Ex. A at 2 and 10.
31.

The MOU states that both the Park District and the City will cooperate with

LMNA as LMNA seeks permits and approvals for construction of the museum, including
approval of amendments to the Citys zoning ordinances. Ex. A at 12.
32.

The museum will be a new structure on land dedicated to the public trust.

33.

The purpose of the trust as previously declared by the Supreme Court of Illinois is

to ensure that the property recovered from Lake Michigan is preserved as a natural resource and
as improved physical environment and to ensure that the public has access to navigation, fishing
and commerce on Lake Michigan.
34.

The proposed plan for the museumand in particular the construction of a new

building on such trust propertywill require conveyance of trust property in some manner to the
LMNA or a related private organization or individual with an ownership interest in the LMNA.

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35.

The local governmental defendants have begun the planning for the new

construction.
36.

An artists rendering of the proposed LMNA is attached as Exhibit B.

37.

The LMNA structure being proposed will fail to preserve the trust property as a

natural resource and as a clear and open space ensuring unrestricted access to Lake Michigan.
Irreparable Injury and Inadequate Remedy at Law
38.

By the actions set forth above, Defendants will interfere with and impair right of

Plaintiffs and other Illinois citizens to use and enjoy property held in trust by the State of Illinois
as a natural resource and pristine physical environment and as a free and open space for access to
and use and enjoyment of navigation, fishing, boating, and commerce on Lake Michigan.
39.

By the same actions set forth aboveincluding the failure of Defendants to

preserve the trust property for their use and enjoyment as a natural resource and physical
environment and by authorizing the construction of an edifice and transfer of control that will
interfere with their unrestricted access to and right to engage in navigation, fishing, boating,
commerce and other activities on Lake Michigan, and by otherwise changing the character of the
property as a trust held equally in commons in their behalf and not for the benefit of any private
organizationPlaintiffs and other Illinois citizens will suffer an irreparable injury to their
beneficial interest in the property held in trust for them by the State of Illinois.
40.

There is no adequate remedy at law for the impairment of the beneficial interest

in such property held equally by Plaintiffs and other Illinois citizens from the actions set forth
above.
41.

As beneficiaries of a trust Plaintiffs have standing to enjoin a breach of trust

before it occurs.

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Count I
Violation of Due Process
42.

By acting to build or approve the building of the LMNA without the prior

authorization of the General Assembly, and purporting to convey any interest in or control of
such property to or on behalf of the LMNA or any other private organization or individual,
Defendants the City and Chicago Park District will take or deprive or otherwise diminish the
beneficial interest of the Plaintiffs and other citizens in the use of the trust property, in violation
of the rights of Plaintiffs and other Illinois citizens under the Due Process Clause of the
Fourteenth Amendment.
43.

Accordingly, pursuant to 42 U.S.C. 1983, Plaintiffs seek to bar Defendants from

building or approving the building of the LMNA and from conveying any interest in or control of
the trust property to the LMNA where the defendants have not obtained the prior authorization of
the General Assembly and have otherwise acted in violation of the rights plaintiffs and other
Illinois citizens of their rights as holders of a beneficial interest protected under the Due Process
Clause of the Fourteenth Amendment.
44.

In addition, pursuant to 42 U.S.C. 1983, Plaintiffs seek to bar the Defendants

from any action that takes or diminishes the value of the beneficial interest of plaintiffs and other
Illinois citizens in such trust property by any new building or construction or transfer of control
that fails to preserve the trust property either as a natural resource for their equal use and
enjoyment or as a free and open space accessible for use and enjoyment of activities on Lake
Michigan, and any other action that likewise violates their rights as holders of such a beneficial
interest protected under the Due Process Clause of the Fourteenth Amendment.
WHEREFORE, Plaintiffs respectfully request that the Court:

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A. Enjoin the conveyance by Defendants of any right or interest in or transfer of


control of the public trust lands as shown in the map above to the LMNA or any
related organization or individual;
B. Enjoin Defendants from approving or allowing the construction of the LMNA on
the public trust lands shown in the map above;
C. Award Plaintiffs their fees and costs; and
D. Award any other just and equitable relief that the Court deems appropriate.
Count II
Violation of Equal Protection
45.

By the acts set forth above, Defendants have created or will create a new right or

rights in the use of such trust property for the benefit of the LMNA and any other private
organization or individual to which LMNA is accountable and not for the equal and undivided
beneficial interest of the plaintiffs and other Illinois citizens.
46.

Such arbitrary and ad hoc classification of a special right in or control of trust

property serves no legitimate trust purpose.


47.

Pursuant to 42 U.S.C. 1983, Defendants have unlawfully created or will create

an arbitrary and ad hoc classification that has no rational relationship to a legitimate trust
purpose and both destroys the legal character of the trust property as property held in commons
and impairs the enjoyment and use of such trust property on an equal basis by Plaintiffs and
other citizens, in violation of the Equal Protection Clause of the Fourteenth Amendment.
WHEREFORE, Plaintiffs respectfully request that the Court:
A. Enjoin the conveyance by Defendants of any special property right or special
interest in or control of the public trust lands as shown in the map above to the
LMNA or any related private organization or individual;
9

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B. Enjoin Defendants from approving or allowing the construction of the LMNA on


the public trust lands shown in the map;
C. Award Plaintiffs their fees and costs; and
D. Award any other just and equitable relief that the Court deems appropriate.
Count III
Ultra Vires Action
48.

As set forth above Defendants have acted without any authority or approval of the

General Assembly of the State of Illinois.


49.

Where property has been recovered from the waters of Lake Michigan and is

subject to the public trust doctrine, Defendants have no authority to dispose of any trust property
without authorization by the General Assembly of the State of Illinois.
50.

Any title held by Defendants in trust property is held subject to the authority of

the State of Illinois to hold the property in trust for all the citizens of the State of Illinois.
51.

Therefore, any conveyance or purported conveyance of any interest in or transfer

of control of such property to the LMNA or to any private organization or individual is an ultra
vires act by the Defendants.
WHEREFORE, Plaintiffs respectfully request that the Court:
A. Enjoin the conveyance by Defendants of any property rights or interest in or transfer
of control of the public trust lands shown in the map above to the LMNA or any
related private organization or individual;
B. Enjoin the Defendants from approving or allowing the construction of the LMNA on
any of the trust lands shown in the map above;
C. Award Plaintiffs their fees and costs; and
D. Award any other just and equitable relief that the Court deems appropriate.
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Count IV
Violation of Public Trust Doctrine
52.

By the acts set forth above, and even if it were to be assumed that the Defendants

have the authority to act in this matter (and they do not), Defendants have also engaged in a
breach of trust to Plaintiffs and other members of the public with respect to the property which is
to be held in trust for them.
53.

By the acts set forth above, and by the proposed construction of the museum and

by any transfer of control of the trust property to the LMNA, Defendants will interfere with the
right of Plaintiffs and other Illinois citizens to use and enjoy the trust property as a natural
resource and pristine physical environment, and impair the value of the trust property for such
purpose.
54.

Furthermore, by the acts set forth above, and the proposed construction of the

LMNA, and based on current drawings for a giant new structure on Lake Michigan as set out in
Exhibit B, Defendants will interfere with the right of Plaintiffs and other Illinois citizens to use
and enjoy such property as a free and open space with access to navigation, boating, fishing,
commerce and other activities on Lake Michigan, and impair the value of the trust property for
such purpose.
55.

As beneficiaries of the trust, Plaintiffs have standing to enforce the trust and

prevent the dissipation and waste of trust assets or actions that impair the value of the trust
property to them or interfere with their use and enjoyment of the trust property as property held
in commons in their behalf.
56.

Furthermore, Plaintiffs are entitled to an injunction against breaches of the trust

before such breaches occur.


WHEREFORE, Plaintiffs respectfully request that the Court:
11

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A. Enjoin the conveyance by Defendants of any property rights or interest in or transfer


of control of the public trust lands shown in the map above to the LMNA or any
related private organization or individual;
B. Enjoin Defendants from approving or allowing the building of the LMNA on the
public trust lands shown in the map;
C. Award Plaintiffs their fees and costs; and
D. Award any other just and equitable relief that the Court deems appropriate.

Dated:

By:
One of Plaintiffs Attorneys

Thomas H. Geoghegan
Michael P. Persoon
Sean Morales-Doyle
Despres, Schwartz & Geoghegan, Ltd.
77 West Washington Street, Suite 711
Chicago, Illinois 60602
(312) 372-2511

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Tab D

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UNITED STATES DISTRICT COURT


NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
FRIENDS OF THE PARKS;
SYLVIA MANN; and JOHN BUENZ,
Plaintiffs,
v.
CHICAGO PARK DISTRICT and
CITY OF CHICAGO,
Defendants.

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Case No. 14-cv-09096


Judge John W. Darrah

MEMORANDUM OPINION AND ORDER


Plaintiffs brought this action, seeking to bar or enjoin Defendants from approving or
otherwise proceeding with the construction of a museum on land that is adjacent to
Lake Michigan. Defendants have moved, pursuant to Federal Rules of Civil Procedure 12(b)(1)
and 12(b)(6), to dismiss the Complaint.
BACKGROUND
The following is taken from the Complaint, which is assumed to be true for purposes of a
motion to dismiss. See Reger Dev., LLC v. Natl City Bank, 592 F.3d 759, 763 (7th Cir. 2010).
Plaintiff Friends of the Parks (FOTP) is a nonprofit park advocacy organization, dedicated to
preserving, protecting, and improving Chicagos parks and forest preserves. Plaintiffs
Sylvia Mann and John Buenz are residents of Illinois. Defendant Chicago Park District (Park
District) is a body politic and corporate established by state law. 70 ILL. COMP. STAT.
1505/3. Defendant City of Chicago is a body politic and municipal corporation. (Compl. 610.)

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In May 2014, a task force appointed by Chicago Mayor Rahm Emanuel issued a report
recommending the parking lots south of Soldier Field as the site for constructing a museum, to
be known as the Lucas Museum of Narrative Art. The Museum is to be operated by a nonprofit
corporation also called the Lucas Museum of Narrative Art (the LMNA) and will be dedicated
to the exhibition of narrative art selected by the LMNA. The Mayor has publicly endorsed the
proposed location. (Id. 13-16, 27.)
On or about September 8, 2014, the Park District entered into a memorandum of
understanding (MOU) with the LMNA, attached to the Complaint as Exhibit A. The MOU
memorializes the terms discussed between the Park District and the LMNA, including the
construction, use and operation of the Museum. (Id. Ex. A at 2, G.) It provides that the
Museum will be located on the plot of land recommended by the task force and endorsed by the
Mayor:
The Museum will be located in the Museum Campus in the area generally lying
between East Waldren Drive on the north and the McCormick Place Lakeside
Center (East Building) on the south (the Project Area).
(Id. Ex. A at 2, 1.) The Project Area is located within Burnham Park and consists entirely of
land recovered from the navigable waters of Lake Michigan, most of it during the 1920s. (Id.
22.) Under the MOU (as more fully set out below), the LMNA will have the exclusive right
to occupy, use, maintain, manage and control the Museum Building and the Museum Site. (Id.
Ex. A at 10.) The MOU does not specify whether the Museum will be owned by the LMNA,
the City or the Park District. (Id. 28-29.)
On November 13, 2014, Plaintiffs filed a four-count Complaint, asserting federal claims
under 1983 for violation of due process and equal protection (Counts I and II, respectively) and
state law claims that Defendants acted ultra vires and in violation of the public trust (Counts III
2

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and IV, respectively). Defendants have moved to dismiss the Complaint under Rule 12(b)(1) for
lack of standing and lack of ripeness and under Rule 12(b)(6) for failure to state a claim.
LEGAL STANDARD
12(b)(1) Motion
A Rule 12(b)(1) motion challenges standing and ripeness. Fed. R. Civ. P. 12(b)(1).
Under Article III 2 of the United States Constitution, federal courts are limited to hearing
cases and controversies. Allen v. Wright, 468 U.S. 737, 750 (1984). This case-orcontroversy limitation requires a claim that is ripe and a plaintiff who has standing.
Ind. Right to Life, Inc. v. Shepard, 507 F.3d 545, 549 (7th Cir. 2007). These concepts are related
but distinct: Whereas ripeness is concerned with when an action may be brought, standing
focuses on who may bring a ripe action. Id. (quoting Pic-A-State Pa. v. Reno, 76 F.3d 1294,
1298 n. 1 (3rd Cir. 1996) (emphasis in original)). The plaintiff bears the burden of alleging facts
sufficient to establish standing and ripeness. See, e.g., Scanlan v. Eisenberg, 669 F.3d 838, 84142 (7th Cir. 2012). The court may look outside of the complaints allegations and consider
whatever evidence has been submitted on these issues. Ezekiel v. Michel, 66 F.3d 894, 897 (7th
Cir. 1995).
12(b)(6) Motion
A Rule 12(b)(6) motion tests the legal sufficiency of the complaint. Christensen v.
County of Boone, 483 F.3d 454, 458 (7th Cir. 2007). To survive a 12(b)(6) motion, a complaint
must allege enough facts to state a claim to relief that is plausible on its face.
Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007). Threadbare recitals of the elements
of a cause of action, supported by mere conclusory statements, do not suffice. Ashcroft v. Iqbal,
556 U.S. 662, 678 (2009) (citing Twombly, 550 U.S. at 555). Rather, the complaint must provide
3

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a defendant with fair notice of the claim and its basis. Tamayo v. Blagojevich, 526 F.3d
1074, 1081 (7th Cir. 2008) (quoting Fed. R. Civ. P. 8(a)(2) and Twombly, 550 U.S. at 555).
For purposes of a motion under Rule 12(b)(1) or Rule 12(b)(6), the court accepts all wellpleaded factual allegations as true and construes all reasonable inferences in favor of the
plaintiff. Scanlan, 669 F.3d at 841; Tamayo, 526 F.3d at 1081.
ANALYSIS
Standing and Ripeness
Defendants first argue that Plaintiffs claims fail to satisfy the requirements of standing
and ripeness because they are contingent on future events, specifically the approval of the
Museum by the Chicago Plan Commission, the Chicago City Council and the board of the Park
District. Plaintiffs respond that under the MOU, the Park District has already committed to a
transfer of exclusive control of the public property to the LMNA, in breach of the public trust (as
discussed more fully below) without legislative approval, and consequently, Plaintiffs are
suffering an injury to their beneficial interest they hold in the property as citizens of Illinois.
Standing exists where a plaintiff can show: (1) a concrete and particularized injury that is
actual or imminent; (2) a causal connection between the injury and the defendants action; and
(3) a likelihood that the injury can be redressed if the court finds in the plaintiffs favor. Lujan v.
Defenders of Wildlife, 504 U.S. 555, 560-61 (1992). All that a plaintiff need show to establish
standing to sue [in the Article III sense] is a reasonable probability not a certainty of
suffering tangible harm unless he obtains the relief that he is seeking in the suit. Hoover v.
Wagner, 47 F.3d 845, 847 (7th Cir. 1995) (citing Pennell v. San Jose, 485 U.S. 1, 8 (1988));
Sierakowski v. Ryan, 223 F.3d 440, 443 (7th Cir. 2000) ([A] plaintiff in search of prospective
equitable relief must show a significant likelihood and immediacy of sustaining some direct
4

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injury.). Thus, standing is not precluded simply because the harm is not immediate, but rather
likely to occur in the near future. Standing depends on the probability of harm, not its temporal
proximity. 520 S. Michigan Ave. Assocs., Ltd. v. Devine, 433 F.3d 961, 962 (7th Cir. 2006).
In Paepcke v. Public Building Commn, 263 N.E.2d 11, 18 (Ill. 1970), the Illinois
Supreme Court addressed the standing of a group of taxpayers who sued to prevent the
implementation of plans to construct facilities on public parks. The court held that the plaintiffs
had standing to contest the proposed construction because they are beneficiaries of lands held in
the public trust:
If the public trust doctrine is to have any meaning or vitality at all, the members
of the public, at least taxpayers who are the beneficiaries of that trust, must have
the right and standing to enforce it. To tell them that they must wait upon
governmental action is often an effectual denial of the right for all time. The
conclusion we have reached is in accord with decisions in other jurisdictions, see
e.g., Robbins v. Department of Public Works, 355 Mass. 328, 244 N.E.2d 577,
and Gould v. Greylock Reservation Com., 350 Mass. 410, 215 N.E.2d 114,
wherein plaintiffs rights as residents in a trust of public lands were enforced
without question.
Id.; see also Booth v. Lemont Mfg. Corp., 440 F.2d 385, 386n2 (7th Cir. 1971) (citing Paepcke,
263 N.E.2d 11, and noting that no special injury was needed to provide the requisite standing in a
public trust suit); Friends of the Parks v. Chicago Park Dist., 786 N.E.2d 161 (Ill. 2003)
(plaintiffs, including present Plaintiff FOTP, brought public trust suit related to renovations made
to stadium owned and operated by Chicago Park District); Lake Michigan Fedn v. U.S. Army
Corps of Enginrs, 742 F. Supp. 441 (N.D. Ill. 1990) (plaintiffs, a not-for-profit corporation and
individual taxpayers, brought public trust suit to enjoin construction of lakefill by private
university).
Under Paepcke, it is clear that Plaintiffs have standing to assert their public trust and the
related ultra vires state claims. Plaintiffs further have alleged their rights under the public trust
5

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doctrine are being deprived without procedural due process and in violation of equal protection,
so as to violate the federal Constitution. Plaintiffs have identified a concrete injury that the
lands held in the public trust are imminently in danger of being altered by the actions of
Defendants and this injury can be redressed by a favorable court decision. See Lujan, 504 U.S.
at 560-61. Consequently, Plaintiffs have established that they have standing to pursue their state
and federal claims.
In determining whether a case is ripe, courts will consider: (1) the fitness of the issues
for judicial decision and (2) the hardship to the parties of withholding court consideration.
Pac. Gas & Elec. Co. v. State Energy Res. Conservation & Dev. Commn, 461 U.S. 190, 201
(1983) (quoting Abbott Labs. v. Gardner, 387 U.S. 136, 149 (1967)). Claims that present
purely legal issues are normally fit for judicial decision. Wis. Right to Life State PAC v.
Barland, 664 F.3d 139, 148 (7th Cir. 2011) (citing Abbott Labs., 387 U.S. at 149).
Here, the Park District has signed an agreement, the MOU, with the LMNA regarding the
terms of the construction of the Museum. Although Defendants argue that the Museum will need
additional approvals before it is constructed, the MOU makes clear that the Park District has
already committed to transferring control of public park land to the LMNA. Plaintiffs claims

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are based on that transfer of control of public trust land to a private entity. Consequently,
Plaintiffs claims are ripe for adjudication. 1
Defendants Motion to Dismiss is denied on the basis of standing and ripeness.
Public Trust Claim
In Count IV of the Complaint, Plaintiffs allege that Defendants have engaged in a breach
of trust to Plaintiffs and other members of the public with respect to the subject property. The
United States Supreme Court announced the public trust doctrine in Illinois Central R. Co. v.
Illinois, 146 U.S. 387 (1892). The Supreme Court held:
that the same doctrine as to the dominion and sovereignty over and ownership of
lands under the navigable waters of the Great Lakes applies which obtains at the
common law as to the dominion and sovereignty over and ownership of lands
under tide waters on the borders of the sea, and that the lands are held by the same
right in the one case as in the other, and subject to the same trusts and limitations.
Illinois Cent. R. Co., 146 U.S. at 437. In other words, the State holds title to submerged land, as
is involved here, in trust for the people, and . . . in general the governmental powers over these
lands will not be relinquished. People ex rel. Scott v. Chicago Park Dist., 360 N.E.2d 773, 779
(Ill. 1976).
Under the public trust doctrine, the State cannot abdicate its trust over property in which
the whole people are interested . . . so as to leave them entirely under the use and control of

Defendants also contend that Plaintiffs claims violate the separation of powers
doctrine, on the basis that those claims seek judicial interference in legislative actions.
Specifically, they argue that Plaintiffs are asking this Court to enjoin the City Council from
approving the zoning for the Museum before the City has even taken any action. Plaintiffs
respond that they are not seeking relief against the Plan Commission or the City Council and that
any zoning approvals are irrelevant to the question whether the Park District has violated a legal
duty by proceeding without state authority. Plaintiffs claims do not run afoul of the separation
of powers doctrine. Rather, as discussed below, judicial oversight is necessary to ensure that the
proposed transfer is consistent with preserving the public trust.
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private parties. Illinois Cent. R. Co., 146 U.S. at 453 (emphasis added). State control over
public lands cannot be relinquished except as to such parcels as are used in promoting the
interests of the public therein, or can be disposed of without any substantial impairment of the
public interest in the lands and waters remaining. Id.
[L]et it be said that this court is fully aware of the fact that the issues presented in
this case illustrate the classic struggle between those members of the public who
would preserve our parks and open lands in their pristine purity and those charged
with administrative responsibilities who, under the pressures of the changing
needs of an increasingly complex society, find it necessary, in good faith and for
the public good, to encroach to some extent upon lands heretofore considered
inviolate to change. The resolution of this conflict in any given case is for the
legislature and not the courts.
Paepcke, 263 N.E.2d at 21. However, the purpose of the public trust doctrine is to police the
legislatures disposition of public lands. Lake Michigan Fed'n, 742 F. Supp. at 446. If courts
were to rubber stamp legislative decisions, . . . , the doctrine would have no teeth. The legislature
would have unfettered discretion to breach the public trust as long as it was able to articulate
some gain to the public. Id.
Three basic principles can be distilled from this body of public trust case law.
First, courts should be critical of attempts by the state to surrender valuable public
resources to a private entity. . . . Second, the public trust is violated when the
primary purpose of a legislative grant is to benefit a private interest. . . . Finally,
any attempt by the state to relinquish its power over a public resource should be
invalidated under the doctrine.
Id. at 445 (internal citations omitted).
This is not to say that the State can never relinquish control over lands held in the public
trust. For example, in People ex rel. Attorney Gen. v. Kirk, the Illinois Supreme Court held that
the conveyance of formerly submerged land to private parties was permissible:

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Under the authorities, the law seems to be well settled that the legislature was
clothed with power to enact a law authorizing the extension of the driveway over
and upon the waters of the lake, so long as the extension did not interfere with
navigation, commerce, and the right of fishery upon the lake; and we see no
reason why the submerged lands reclaimed by the extension of the driveway may
not, as provided in the act, be appropriated for the payment of the improvement.
People ex rel. Attorney Gen. v. Kirk, 45 N.E. 830, 834-35 (Ill. 1896). The benefit to the private
parties was to further the public purpose of extending Lake Shore Drive and was incidental to
that purpose. See id. The Illinois Supreme Court further explained the public trust doctrine in
regard to submerged lands in Droste v. Kerner: The proper execution of this public trust with
respect to submerged lands requires that the conveyance of any particular parcel to a shore owner
be consistent with the public interest and not impair the interest of the public in the lands and
waters remaining. Droste v. Kerner, 217 N.E.2d 73, 76 (Ill. 1966).

In contrast, the legislative

grant of submerged land to Loyola University of Chicago was struck down because while the
project has some aspects which are beneficial to the public, the primary purpose of the grant is to
satisfy a private interest. Lake Michigan Fedn, 742 F. Supp. at 445. The legislature can
alienate the States interest in public trust land if the primary purpose is not to satisfy a private
interest and does not impair the interest of the public in the remaining lands and waters.
Plaintiffs claim that the construction of the LMNA will unduly encroach on open space.
Plaintiffs apply the Wisconsin test to this claim and argue that the LMNA fails the test.
However, while the Wisconsin test was discussed in Paepcke, it was not adopted as applicable
in public trust cases 2, and the Illinois Supreme Court again declined to use the test in Friends of
the Parks. See Friends of the Parks, 786 N.E.2d at 170 (citing Paepcke, 263 N.E.2d at 18-20).

The Wisconsin test was set out in Paepcke: the Supreme Court of Wisconsin
approved proposed diversions in the use of public trust lands under conditions which
demonstrated (1) that public bodies would control use of the area in question, (2) that the area
9

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The most recent Illinois Supreme Court decision analyzing a similar issue is Friends of
the Parks. In Friends of the Parks, the Illinois Supreme Court distinguished the Soldier Field
renovation from the situation in Illinois Central Railroad where submerged land would be
irretrievably lost to a private party. Friends of the Parks, 786 N.E.2d at 169. The court stated:
There is little similarity between Illinois Central or Scott and the case before us.
The Park District is, and will remain, the owner of the Burnham Park property,
including Soldier Field. Neither the Act, the implementing agreements, nor the
project documents provide for a conveyance of the Soldier Field property to the
Bears. There is no abdication of control of the property to the Bears.
Id. at 170. The Illinois Supreme Court noted that the Park District would remain the owner of
the Burnham Park property, there was no abdication of control of the property to the Bears, the
Park District would remain as landlord under a lease agreement with the Bears, and the Park
District would remain the owner of the remainder of Burnham Park. Id. Therefore, there was no
need to determine whether transferred land would be used in promoting the interests of the
public therein, or could be disposed of without any substantial impairment of the public interest
in the lands and waters remaining. See Illinois Cent. R. Co., 146 U.S. at 453. The Court did not
reach the question of whether a public trust challenge might be made on the basis that a
diversion from the previously designated use of trust property is not justified unless certain
standards are met. Friends of the Parks, 786 N.E.2d at 170. Instead, the Court adopted the

would be devoted to public purposes and open to the public, (3) the diminution of the area of
original use would be small compared with the entire area, (4) that none of the public uses of the
original area would be destroyed or greatly impaired and (5) that the disappointment of those
wanting to use the area of new use for former purposes was negligible when compared to the
greater convenience to be afforded those members of the public using the new facility.
Paepcke, 263 N.E.2d at 19. The court in Paepcke referred to the test as a useful guide for future
administrative action. Id. at 20 (emphasis added).
10

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rationale in Paepcke that legislative intent controlled in analyzing the tradeoffs between public
benefits. Id.
The Memorandum of Understanding between the Park District and the LMNA outlines
the agreement to build the museum. The land on which the Museum will be located is owned
by the Park District. (MOU, Recitals D.) Regarding an Operating Agreement, the MOU states:
LMNA and the Park District will enter into an agreement governing the use of the
Museum Site consistent with this MOU. The operating agreement will provide
that, subject to the rules and regulations of the Park District, LMNA will have the
exclusive right to occupy, use, maintain, manage, and control the Museum
Building and the Museum Site. In furtherance of the foregoing, it is understood
that notwithstanding the Park Districts ownership of the Museum Site, so long as
LMNA is operating the Museum for the Museum Purpose, LMNA shall have full
and exclusive operational control of the Museum Building and any other
improvements located on the Museum Site to permit LMNA (a) to make all
repairs and improvements to the Museum Building and Museum Site, subject to
Park District approval for material and substantial changes (to be defined in the
operating agreement), and (b) to conduct all business and affairs related to the
operation of the Museum, including, without limitation, the employment of all
employees; the selection of content and manner of presentation of all programs,
lectures and exhibits; the purchasing of all materials, supplies and equipment; the
making of all interior alterations; and such other activities as may be necessary or
appropriate to the operation of the Museum.
(MOU, Understandings 10.) The MOU states that it is intended to provide a general
framework for the subsequent negotiation of definitive agreements regarding the development
and operation of the Museum and is not intended to create any binding contractual obligations on
any party. (MOU, Understandings 19.) If the Park District and LMNA do not execute a
development agreement and an operating agreement, each as described above, within twelve (12)
months of the date hereof, this MOU shall terminate. (Id.)
Defendants argue that the MOU does not grant or convey anything . . . it merely
provides the general framework for subsequent negotiations. (Internal citations omitted.) (Def.
Park District Reply at p. 8.) Defendants further argue that, under the MOU, the Park District will
11

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maintain ownership of the land, but ownership does not necessarily equal control. The MOU
states that the Park District currently owns the land in question. However, the MOU also states
the LMNA and the Park District will enter into an operating agreement, consistent with the
MOU, which will provide that . . . [the] LMNA will have the exclusive right to occupy, use,
maintain, manage, and control the Museum Building and the Museum Site. (Emphasis added.)
This language could be reasonably construed that the parties intend any future operating
agreement will give LMNA exclusive control over public land.
Unlike the situation in Friends of the Parks, the MOU, as pled, could cause an abdication
of control of the property to the LMNA. See Friends of the Parks, 786 N.E.2d at 170. There is
also no indication the Park District will remain the owner of the property or would remain as a
landlord under a lease agreement. However, as explained above, the Park District cannot
abdicate its trust over public land so as to leave it entirely under the use and control of private
parties. Illinois Cent. R. Co., 146 U.S. at 453. The Complaint alleges enough facts to state that
Defendants intend to transfer the exclusive right to use and control the Museum Site to a private
entity. (See MOU, Understandings 10.) The Complaint plausibly states a claim that the
agreement violates the public trust doctrine.
Ultra Vires Claim
In Count III of the Complaint, Plaintiffs allege that the Park District is acting ultra vires
and without a specific authorization from the General Assembly. Defendants respond that the
legislature has given the Park District control over public parks within Chicago and has given the
Park District power to convey park lands for the proposed museum through the Park District
Aquarium and Museum Act, 70 ILL. COMP. STAT. 1230/1 et seq. Burnham Park, the proposed
location of the LMNA, is owned by the Park District. The Legislature created the South Park
12

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Commission in 1869 to acquire land to be transformed into parks. See 1869 Ill. Laws 358. In
1903, the Legislature passed the Park Commissioners Water Control Act, which granted park
commissioners control over any public park . . . bordering upon any public waters . . . the power
to extend such park . . . over and upon the bed of such public waters, to connect and extend park
lands. See 70 ILL. COMP. STAT. 1230/1 et seq. These Acts vested the park districts with the
authority of the Legislature over public park lands:
The city of Chicago, to the extent of the jurisdiction delegated to it by its charter,
is but an effluence from the sovereignty of Illinois, governs for Illinois, and its
authorized legislation and local administration of law are legislation and local
administration by Illinois through the agency of that municipality. Byrne v.
Chicago General Railway Co., 169 Ill. 75, 85, 48 N.E. 703, 705. The city held,
and the park commissioners now hold, the park in the exercise of governmental
powers in trust for the public.
Ward v. Field Museum of Natural History, 89 N.E. 731, 736 (Ill. 1909). Thus, the Park Districts
act as delegates of the legislature in holding the parks in trust for the public.
In 1934, the Park District was created when the Citys existing park districts were
consolidated. See 70 ILL. COMP. STAT. 1501/1. The Park District was given title to all lands,
property and funds of every description now owned or held by the park districts and corporate
authorities superseded by the Chicago Park District. Id. at 1505/12. Further, the Illinois
Supreme Court has recognized that the Park District is the owner of Burnham Park. See Friends
of the Parks, 786 N.E.2d at 170 (The Park District is, and will remain, the owner of the
Burnham Park property . . .).
The park districts power to build and maintain museums in public parks, or to permit the
directors or trustees of museums to do the same, comes from the Park District Aquarium and
Museum Act, 70 ILL. COMP. STAT. 1230/1 et seq. As originally written, the Museums in Parks

13

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Act, which limited the privilege to museums located in a public park on the first day of July,
1903, was intended to apply, and as a matter of fact did apply, only to [the Field Museum].
S. Park Comm'rs v. Montgomery Ward & Co., 93 N.E. 910, 912 (Ill. 1910). However, the
legislature amended the Museums in Parks Act and gave the corporate authorities of park
districts power to erect and maintain museums within any park, and to permit the directors or
trustees of any museum to erect the same in any park and to charge an admission fee, except on
certain days named. Ward, 89 N.E. at 735 (emphasis added).
Plaintiffs contend the legislature did not intend to give the Park District such broad
authority. As the Journal of the Senate reflects, the reason the legislature amended the statute
was to prevent a suit accusing the State of giving a special privilege to the Field Museum. See
Journal of the Senate of the 47th General Assembly of the State of Illinois p. 941-42;
S. Park Comm'rs, 93 N.E. at 912. The City and the Park District respond that the legislature
chose to explicitly allow the construction of any museum: [T]he corporate authorities of cities
and park districts having the control or supervision of any public park or parks, are hereby
authorized . . . to permit the directors or trustees of any museum . . . to erect and maintain its
museum or museums within any public park now or hereafter under the control or supervision of
any city or park district, and to contract with the directors or trustees of any such museum or
museums relative to the erection and maintenance thereof. 1911 Ill. Laws 435. When statutory
language has a plain and unambiguous meaning with regard to the particular dispute in the
case, that meaning controls and the courts inquiry must cease. KM Enters., Inc. v. Global
Traffic Techn., Inc., 725 F.3d 718, 728 (7th Cir. 2013) (quoting Robinson v. Shell Oil Co., 519
U.S. 337, 340 (1997)).

14

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However, Plaintiffs also argue that the legislature can never abdicate control of property
held in public trust. As discussed above, the seminal case, Illinois Central Railroad, (see Lake
Michigan Fedn, 742 F. Supp. at 444), holds that the state cannot abdicate its trust over property
in which the whole people are interested. Illinois Cent. R. Co., 146 U.S. at 453 (emphasis
added). There is a difference between public lands owned by the state and public lands subject
to the public trust doctrine:
That the State holds the title to the lands under the navigable waters of Lake
Michigan, within its limits, in the same manner that the State holds title to soils
under tide water, by the common law, we have already shown; and that title
necessarily carries with it control over the waters above them, whenever the lands
are subjected to use. But it is a title different in character from that which the
State holds in lands intended for sale. It is different from the title which the
United States hold in the public lands which are open to preemption and sale. It is
a title held in trust for the people of the State, that they may enjoy the navigation
of the waters, carry on commerce over them, and have liberty of fishing therein,
freed from the obstruction or interference of private parties.
Id. at 452 (emphasis added); see also People ex rel. Scott, 360 N.E.2d at 779 (It can be seen that
the State holds title to submerged land, as is involved here, in trust for the people, and that in
general the governmental powers over these lands will not be relinquished.) (emphasis added).
The State has the authority to relinquish control over public trust lands, but it is a limited ability
compared to public lands not held within the public trust.
Several cases involving the transfer of lands subject to the public trust doctrine have
analyzed state legislation. In Kirk, a case in which a grant to a private entity was upheld, the
Illinois Supreme Court considered whether the transfer of public trust land to private parties was
valid under an act of the legislature of the state of Illinois passed in the year 1889, and for the
purpose of having removed the filling, breakwaters, and extension of the drive already made
under said contracts. Kirk, 45 N.E. at 830. In Paepcke, the Illinois Supreme Court analyzed

15

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whether there has been a sufficient manifestation of legislative intent to permit a school and
park facility in Washington Park. See Paepcke, 263 N.E.2d at 15-20. In People ex rel. Scott v.
Chicago Park Dist., the Illinois Supreme Court analyzed whether a bill conveying submerged
land to the United Steel Corporation violated the public trust doctrine. People ex rel. Scott, 360
N.E.2d at 777-781. The Illinois Supreme Court held that the public purpose contained in the bill
was unpersuasive, and declared the bill void, because the dominating purpose was private. Id. at
781.
Whether the use of land protected by the public trust doctrine is permissible has been
determined in light of authorizing legislation of the Illinois General Assembly. Land in the
public trust is held by the whole people for purposes in which the whole people are interested.
Illinois Cent. R. Co., 146 U.S. at 456 (emphasis added). Defendants have not presented a case,
beginning with the recognition of the public trust doctrine in Illinois Central Railroad to the
present, where a lesser representative public body than the Illinois legislature transferred or
attempted to transfer an interest in public trust land to a private party on its own authority. All of
these cases involved specific legislative enactments. The case law suggests action by the Illinois
General Assembly is required to initiate the transfer of public land held in trust for all the
citizens of Illinois. Therefore, Plaintiffs have plausibly stated a claim that conveyance of park
lands by the Park District is ultra vires for the purposes of a motion to dismiss under 12(b)(6).
Due Process Claim
In Count I of the Complaint, Plaintiffs allege a Fourteenth Amendment due process
claim. Due process is a flexible concept which calls for such procedural protections as the
particular situation demands. Buttitta v. City of Chicago, 9 F.3d 1198, 1201 (7th Cir. 1993)
(quoting Morrissey v. Brewer, 408 U.S. 471, 481 (1972)). In order to state a Fourteenth
16

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Amendment procedural due process claim, Plaintiffs must allege that (1) [they] had a
constitutionally protected property interest, (2) [they] suffered a loss of that interest amounting to
a deprivation, and (3) the deprivation occurred without due process of law. LaBella Winnetka,
Inc. v. Vill. of Winnetka, 628 F.3d 937, 943-44 (7th Cir. 2010). The Constitution does not create
property interests; rather, protected property interests must derive from an independent source
such as state law. Buttitta, 9 F.3d at 1201 (citing Cleveland Bd. of Educ. v. Loudermill, 470 U.S.
532, 538 (1985), and Bd. of Regents v. Roth, 408 U.S. 564, 570 (1972)).
Here, Plaintiffs allege that Defendants are violating due process because Defendants are
transferring control of the lakefront property to the LMNA without first obtaining authorization
from the Illinois General Assembly. (Compl. 42-43.) Citing the Illinois Supreme Courts
decision in Paepcke, 263 N.E.2d at 18, Plaintiffs argue that each taxpayer of Illinois has a
fractional beneficial interest in the property which the state of Illinois holds in trust for them, so
as to create a protectable property interest. Plaintiffs distinguish their claims from the typical
taxpayer standing cases, such as in Booth, 440 F.2d at 386-87, where a plaintiff sues on behalf of
the government to bar the misuse of public funds and does not have a property right at stake.
Plaintiffs argue that here, they are not suing on behalf of the government, but rather, to enforce
their own rights as beneficiaries of property held in the public trust. Plaintiffs further contend
that they have been deprived of the chance to oppose Defendants conveyance of property to the
LMNA in the proper forum, the General Assembly of Illinois.
Construing the allegations in Plaintiffs favor, as required, Plaintiffs have sufficiently
stated a procedural due process claim under the Fourteenth Amendment. Plaintiffs have alleged
a state-created property interest in the lakefront property and that Defendants actions are
depriving Plaintiffs of that interest. Plaintiffs further have alleged that Defendants have not
17

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provided sufficient process for that deprivation by failing to obtain approval from the General
Assembly. Consequently, Defendants Motion to Dismiss is denied with respect to Count I.
Equal Protection Claim
In Count II, Plaintiffs assert a Fourteenth Amendment equal protection claim. Equal
protection claims are claims of discrimination: The purpose of the equal protection clause of
the Fourteenth Amendment is to secure every person within the States jurisdiction against
intentional and arbitrary discrimination, whether by express terms of a statute or by its improper
execution through duly constituted agents. Vill. of Willowbrook v. Olech, 528 U.S. 562, 564
(2000) (quoting Sioux City Bridge Co. v. Dakota County, 260 U.S. 441, 443 (1923)) (internal
quotation marks omitted). Typically, such claims target governmental classifications that
affect some groups of citizens differently than others. Engquist v. Or. Dept of Agric., 553
U.S. 591, 601-02 (2008) (quoting McGowan v. Maryland, 366 U.S. 420, 425 (1961)). Less
common are so-called class of one equal protection claims, where a plaintiff alleges that she
has been irrationally singled out for discriminatory treatment. Engquist, 553 U.S. at 601 (citing
Olech, 528 U.S. 562). Where plaintiffs are not part of a protected class, their equal protection
claims will be subject to a rational relationship scrutiny. Zambrano v. Reinert, 291 F.3d 964,
970 (7th Cir. 2002).
Here, Plaintiffs do not allege that they are part of a group of citizens that have been
irrationally subjected to a discriminatory treatment by the government. Furthermore, in their
Response brief, Plaintiffs concede that they are not making a class of one challenge. Rather,
the basis of Plaintiffs equal protection claim is that Defendants are granting the LMNA a
windfall by arbitrarily granting the LMNA a special right to lakefront property. These
allegations are insufficient to allege that there is no rational basis for Defendants actions. See
18

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Wroblewski v. Washburn, 965 F.2d 452, 460 (7th Cir. 1992) ([t]o survive a motion to dismiss
for failure to state a claim, a plaintiff must allege facts sufficient to overcome the presumption of
rationality that applies to government classifications).
As Plaintiffs have failed to state an equal protection claim, Count II of the Complaint is
dismissed pursuant to Rule 12(b)(6).
CONCLUSION
For the reasons set forth above, Defendants Motions to Dismiss [19, 22] are denied in
part and granted in part. The Motions are denied as to Counts I, III and IV. Count II of the
Complaint is dismissed without prejudice. Plaintiffs are granted leave to amend this claim, if
they can do so in accordance with Rule 11, within thirty days of this Order.

Date:__March 12, 2015______

______________________________
JOHN W. DARRAH
United States District Court Judge

19

Tab E

SPECIAL DISTRICTSPARKS-LEASESPRESIDENTIAL..., 2015 Ill. Legis. Serv....

2015 Ill. Legis. Serv. P.A. 99-3 (H.B. 373) (WEST)


ILLINOIS 2015 LEGISLATIVE SERVICE
Ninety-Ninth General Assembly, 2015
Additions are indicated by Text; deletions by
Text .
Vetoes are indicated by Text ;
stricken material by Text .
PUBLIC ACT 993
H.B. 373
SPECIAL DISTRICTSPARKS-LEASESPRESIDENTIAL MUSEUMS
AN ACT concerning State government.
Be it enacted by the People of the State of Illinois, represented in the General Assembly:
Section 5. The Park District Aquarium and Museum Act is amended by changing Section 1 as follows:
<< IL ST CH 70 1290/1 >>
[S.H.A. 70 ILCS 1290/1] (70 ILCS 1290/1) (from Ch. 105, par. 326)
1. Erect, operate, and maintain aquariums and museums. The corporate authorities of cities and park districts having the
control or supervision over of any public park or parks, including parks located on formerly submerged land, are hereby
authorized to purchase, erect, and maintain within any such public park or parks under the control or supervision of such
corporate authorities, edifices to be used as aquariums or as museums of art, industry, science, or natural or other history,
including presidential libraries, centers, and museums, such aquariums and museums consisting of all facilities for their
collections, exhibitions, programming, and associated initiatives, or to permit the directors or trustees of any corporation
or society organized for the construction or maintenance and operation of an aquarium or museum as hereinabove described
to erect, enlarge, ornament, build, rebuild, rehabilitate, improve, maintain, and operate its aquarium or museum or museums
within any public park now or hereafter under the control or supervision of any city or park district, and to contract with any
such directors or trustees of any such aquarium or , museum or museums relative to the erection, enlargement, ornamentation,
building, rebuilding, rehabilitation, improvement, maintenance, ownership, and operation of such aquarium or museum.
Notwithstanding the previous sentence, a city or park district may enter into a lease for an initial term not to exceed
99 years, subject to renewal, allowing a corporation or society as hereinabove described to erect, enlarge, ornament,
build, rebuild, rehabilitate, improve, maintain, and operate its aquarium or museum, together with grounds immediately
adjacent to such aquarium or museum, and to use, possess, and occupy grounds surrounding such aquarium or museum
as hereinabove described for the purpose of beautifying and maintaining such grounds in a manner consistent with
the aquarium or museum's purpose, and on the conditions that (1) the public is allowed access to such grounds in a
manner consistent with its access to other public parks, and (2) the city or park district retains a reversionary interest
in any improvements made by the corporation or society on the grounds, including the aquarium or museum itself, that
matures upon the expiration or lawful termination of the lease. It is hereby reaffirmed and found that the aquariums and
museums as described in this Section, and their collections, exhibitions, programming, and associated initiatives, serve
valuable public purposes, including, but not limited to, furthering human knowledge and understanding, educating and
inspiring the public, and expanding recreational and cultural resources and opportunities and operation thereof . Any
city or park district may charge, or permit such an aquarium or museum to charge, an admission fee. Any such aquarium or

2016 Thomson Reuters. No claim to original U.S. Government Works.

SPECIAL DISTRICTSPARKS-LEASESPRESIDENTIAL..., 2015 Ill. Legis. Serv....

museum, however, shall be open without charge, when accompanied by a teacher, to the children in actual attendance upon
grades kindergarten through twelve in any of the schools in this State at all times. In addition, any Any such aquarium or
museum, however, must be open to persons who reside in this State without charge for a period equivalent to 52 days, at least
6 of which must be during the period from June through August, each year. Notwithstanding said provisions, charges may be
made at any time for special services and for admission to special facilities within any aquarium or museum for the education,
entertainment, or convenience of visitors. The proceeds of such admission fees and charges for special services and special
facilities shall be devoted exclusively to the purposes for which the tax authorized by Section 2 hereof may be used. If any
owner or owners of any lands or lots abutting or fronting on any such public park, or adjacent thereto, have any private right,
easement, interest or property in such public park appurtenant to their lands or lots or otherwise, which would be interfered with
by the erection and maintenance of any aquarium or museum as hereinbefore provided, or any right to have such public park
remain open or vacant and free from buildings, the corporate authorities of the city or park district having control of such park,
may condemn the same in the manner prescribed for the exercise of the right of eminent domain under the Eminent Domain
Act. The changes made to this Section by this amendatory Act of the 99th General Assembly are declaratory of existing
law and shall not be construed as a new enactment.

(Source: P.A. 97187, eff. 72211.)


Approved: May 1, 2015
Effective: January 1, 2016
End of Document

2016 Thomson Reuters. No claim to original U.S. Government Works.

2016 Thomson Reuters. No claim to original U.S. Government Works.

Tab F

IN THE UNITED STATES COURT OF APPEALS


FOR THE SEVENTH CIRCUIT tsronieRPNIE

IN RE yxwvutsrponmlkjihgfedcbaYWUTSRPONMLKIHGFEDCBA
CHICAGO PARK
DISTRICT AND THE CITY OF
CHICAGO
Petitioners.

DECLARATION OF CHRISTOPHER LANDAU


IN SUPPORT OF PETITION FOR MANDAMUS
I, Christopher Landau, hereby declare under penalty of perjury of
the laws of the United States that the following is true and correct to
the best of my knowledge and belief:
1.

I am an attorney admitted to practice before this Court and

a partner at Kirkland & Ellis LLP, attorneys for petitioners in the


above-captioned case. I submit this declaration in connection with this
Petition for a Writ of Mandamus.
2.

Exhibit A to this declaration is a true and correct copy of an

article entitled "Friends of the Parks delays suit but opposes any
lakefront sites for Lucas Museum" that was published on May 3, 2016,

at http://www.chicagotribune.com/news/ct-lucas-museum-friends-of-theparks-lawsuit-20160503-story.html.
3.

Exhibit B to this declaration is a true and correct copy of an

article entitled "Friends of the Parks rejects Emanuel's new Lucas


Museum

site"

that

was

published

on

May

3,

2016,

at

http://www.chicagobusiness.com/article/20160503/BLOGS02/160509950/
friends-of-the-parks-rejects-emanuels-new-lucas-museum-site.
4.

Exhibit C to this declaration is a true and correct copy of an

article entitled "Lucas Museum 'seriously pursuing locations outside of


Chicago'"

that

was

published

on

May

3,

2016,

http://chicago.suntimes.com/politics/friends-of-the-parks-urges-nonlakefront-site-for-lucas-museum/.

at

EXHIBIT A

5/3/2016

FriendsoftheParksopposesanylakefrontsitesforLucasMuseumChicagoTribune

News

FriendsoftheParksdelayssuitbutopposes
anylakefrontsitesforLucasMuseum

SeetheevolvingplansandrenderingsfortheLucasMuseumofNarrativeArtnearChicago'slakefront.Currentlythecityis
proposingrazingLakesideCentertocreatealakefrontspotforthemuseumafterFriendsoftheParksobjectedtotheoriginal
site.

ByPatrickM.O'Connell
ChicagoTribune
MAY3,2016,2:14PM

espiteagreeingtoapauseinthefederalcourtcaseagainsttheoriginalLucasMuseumsite,
FriendsoftheParkssaidTuesdayitcontinuestoopposeanyprojectontheChicagolakeshore,

includingthenewlyproposedMcCormickPlacelocation.
"Wedoopposethedealthat'sonthetable,"saidJuanitaIrizarry,theparksgroup'sexecutivedirector.
"Wemaintainthereshouldnotbedevelopmentonthelakefront."
Irizarryalsosaidthat,atthispoint,thegroupwouldeitheramenditsexistinglawsuittotarget
McCormickPlace'sLakesideCentersiteorfileanewlawsuit,attemptingtoapplythesamepublictrust
andlakefrontprotectionprinciplesthegrouphasoutlinedasthereasonswhytheprojectdoesnot
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FriendsoftheParksopposesanylakefrontsitesforLucasMuseumChicagoTribune

belongnearLakeMichigan.
"Ithinkthecityshouldexpectthatwewouldcontinuewithacourtprocessagainstanysiteonthe
lakefront,"shesaid.
Aplanbythecityand"StarWars"creatorGeorgeLucastobuildamuseumhousingacollectionofhis
traditionalanddigitalartworkatasitesouthofSoldierFieldstalledbecauseoftheparksgroup'sfederal
lawsuit.WithLucasconsideringothercities,MayorRahmEmanuellastmonthproposedshiftingthe
projectsouthtotheLakesideCenterconventionhall,whichwouldbetorndownandreplacedwiththe
museumbuildingandlandscapedparkland.
Thenewplanrequirestheborrowingofnearly$1.2billion,extendingfivetaxesbeyondtheirexpiration
dateandstateapproval.ThemuseumwouldbefundedbyLucasatacostof$743million.
OnMonday,thecityofChicagoandtheChicagoParkDistrict,filedamotionrequestinga30daystayin
thecourtproceedingsrelatedtotheoriginalLucasMuseumproposalsouthofSoldierField,sayingthe
delaywouldallowtimeforcontinuedexplorationofthealternateMcCormickPlacesite.
FriendsoftheParksagreedtothedelay.Ajudgewillformallyconsidertherequestnextweek.
Irizarrysaidongoingnegotiationswithmanyinterestedpartieshavecenteredonsupportforparksand
lakefrontlandinexchangeforFriendsoftheParkssteppingasideintheLucasMuseumfight.Shesaid
membershipandthegroup'sfinancialbackersaresplitonwhethertosupportoropposethenew
project,butthatthegroup"hasahightoleranceforrisk"andwillnotstanddownfromitsprinciplesof
advocatingforafree,openandclearlakeshore.
"I'mhopingforathirdoption"besidesthetwolakefrontplans,Irizarrysaid.
ShesaidthegroupcontinuestopushforthemuseumtobebuiltinChicagoatasiteneartheproposed
locations,butawayfromthelake.ThegrouphassuggestedtheformerMichaelReesehospitalsiteat
31stStreet,landnear18thStreetwestofLakeShoreDriveortheMcCormickPlacetruckmarshaling
yards,whichalsoarelocatedwestofthedrive.
CityofficialsandLucashaveconsistentlyrejectedthealternativeswestofthedrive.
BecauseseveralaspectsoftheLakesideCenterplanrequirestateapproval,astayinthefederalcourt
casewillallowofficialsand"otherrelevantstakeholderstodeterminewhethersuchlegislationisenacted
beforethecurrentsessionoftheGeneralAssemblyendsMay31,"accordingtothecity'sfiling.
ButEmanuel'scompromisestillfacesmanyhurdles.LeadersoftheDemocratcontrolledGeneral
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AssemblyandRepublicanGov.BruceRauner,atoddsoverthestatebudget,wouldhavetoagreeto
allowtheagencythatrunstheconventionhalls,theMetropolitanPierandExpositionAuthority
(McPier),toborrowthemoney.
Iflegislationisnotpassedorthecity,LucasandMcPier"forsomereasondonotproceedwiththe
alternatesite,"adelaywouldnotnegativelyaffecttheoverallcaseschedule,citylawyersargued.Irizzary
saidthegroup'slawsuitwouldremaininplaceattheendofthestayifthecitydoesnotformallydrop
theoriginalproposal.
IrizarrysaidshebelievesthereisnotenoughstatewidesupportfortheLucasprojectatMcCormickPlace
andbelievesit'slikelythegroupwillbebackincourtnextmonth.
FriendsoftheParks,whoselawsuitwasthelastremainingobstacleinthewayofbuildingthemuseum
attheoriginalsite,continuestowieldconsiderableswayoverwhethertheLucasprojectgetsbuilthere.
Lucas,accordingtohiswife,financialexecutiveMellodyHobson,isgrowingwearywiththedelaysand
wantstoensurethemuseumisbuiltbeforehedies.
Iftheparksgroupdecidestocontinueitsoppositiontoalakefrontmuseumsiteincourt,itcouldspell
doomforLucasinChicago.
JohnBuenz,amemberofthegroupwhoisaplaintiffinthecaseagainsttheoriginalproposal,saidlast
weekthathealsoisopposedtothenewlocation.Buenz,whoisnotanofficialspokesmanforthegroup,
saidthelakefrontshouldbefree,openandclearfortheenjoymentofallresidents,andthatbuildinga
museum,evenbyreplacinganexistingstructure,isnotinthepublic'sbestinterestortheintendeduseof
theLakeMichiganshore.
"Idon'tthinkitshouldbebetween(LakeShoreDrive)andthelake,"hesaid."Itjustshouldnotgoon
thelakefront."
ThecitysaidMondaythatithasturnedover18,000pagesofdocumentsrelatedtotheoriginalsite
proposaltothepreservationgroup'slawyers.FriendsoftheParksrequestedthedocumentationinan
efforttodeterminehowthesitewasselectedasitpreparedtoargueagainstliftingtheconstruction
standstillorder.
FriendsoftheParkscontendstheoriginalLucasMuseumplansviolatethepublictrustdoctrineandthe
projectwouldbenefitLucasmorethancityandstateresidents.SincethenewplancallsfortheLucas
MuseumtobebuiltontheshellofthedemolishedLakesideCenter,alsoconstructedonlandfillformerly
apartofLakeMichigan,thegroupmaybeabletocraftasimilarargument.Butthefactthatabuilding
existstherenowmaycomplicatethatstrategy,sourcessaid.

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TheLucasMuseumwouldhaveasmallerfootprintthantheexistingconventionspace,andtheplan
callsfor12acresofgreenspaceandtreeplantingsintheareatothenorthoftheproposednew
structure,aclearnodtopreservationists.
Themayor'splancallsforconstructingreplacementconventionspacewestofLakeShoreDriveina
"bridgebuilding"betweenconventionhallsthere.
FriendsoftheParkssaidithadmetwithHobsonandtheRev.MichaelPfleger,whohascriticizedthe
groupforfightingaprojectthatbackerssaywillcreatejobsandboostthecity'seconomy.Irizarrysaid
sheisawareofthejobsaspectoftheproject,butthegroupmustweighallaspectsoftheproposal.
ChicagoTribune'sBlairKamincontributed.
poconnell@tribpub.com
Twitter@pmocwriter
Copyright2016,ChicagoTribune

Thisarticleisrelatedto:Museums,GeorgeLucas,MellodyHobson,IllinoisGeneralAssembly

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EXHIBIT B

5/3/2016

PrintStory

PrintStory

PrintedfromChicagoBusiness.com

FriendsoftheParksrejectsEmanuel'snewLucasMuseumsite
ByGregHinzMay03,2016
FriendsoftheParkstodayflatlyrejectedMayorRahmEmanuel'slatestplantosavetheLucasMuseumof
NarrativeArtforChicago,anactionthatsharplybooststheoddsthatthefacilitywillbelocatedinanothercity.
Afterreleasingasomewhatambiguousstatementthismorningthatdeferredfurtherlegalactionagainst
filmmakerGeorgeLucas'proposedlakefrontmuseum,andurgedthepartiestoconsideralternatesites,
FriendsoftheParksExecutiveDirectorJuanitaIrizarrymadeitclearthatthemayor'splantobuildthefacility
attheeastendoftheMcCormickPlacecampuswillnotpassmuster.Norwilltheoriginallocation,ona
parkinglotbetweenMcCormickPlaceandSoliderField.
Moreontheongoingfightoverthemuseumplan:
CantheLucasMuseumbesavedforChicago?
Emanuel'supsidedownprioritiesfortheLucasMuseum
CityHall'snewLucasMuseumplanrelieson$1.2billionofdebt
ThoughEmanuelarguedthatbothwouldresultinanetincreaseinparkland,"Itisnotappropriateforusto
choosebetweenhavingmoreparklandandbuildingonthelakefront,"Irizarrytoldmeinaphoneinterview.
"Wewillnotbeforcedtochoosebetweenthetwo."
Askedifthatmeansthereisnopossibledealinwhichthegroupwouldagreetoamuseumbuiltwhere
McCormickPlace'sLakesideCenternowstands,Irizarryreplied,"Yes....That'scorrect....Wearenotin
agreementwithanyoptionthatcallsforbuildingonthelakefront."
Shegaveanidenticalanswerwhenaskedabouttheoriginalparkinglotlocation.
FriendsoftheParkshastieduptheoriginalsiteproposalwithalawsuitinfederalcourt,arguingthatthe
locationislakefillpropertythatcanonlybeusedforpublicpurposesandnotforaprivatelyownedmuseum.
AskedifthegroupwouldfileasimilarlawsuitifEmanuelpursuestheMcCormickPlacelocation,Irizarrysaid
she'd"definitelycontinuetokeepthatoptionopen."
Sheaddedthatanyquestionofalawsuitdoesn'tstemfromachangeinpositionbyFriendsoftheParksbut
fromitsbeliefthat"thecurrentplanwillnotmoveforward"forfinancial,logisticalandotherreasons."Wewish
themayorwouldcontinuetousethistimetocontinuewithLucasaboutanothersitethatisnotonthe
lakefront."
ThegroupspecificallysuggestedtheformerMichaelReeseHospitalsiteorothernonlandfilllocationstothe
west.ButLucashasappearedtosignalthattheyarenotsatisfactorytohim.
IrizarrysaidsherecentlymetwithMellodyHobson,theChicagobusinesswomanwhoismarriedtothefamed
moviedirector.
AskedifHobsongaveheranyreasontothinkLucaswouldconsideradifferentlocation,Irizarryreplied:"I
thinktheywanttomakeuslooklikethebadguys.Butthey'retheoneswhowanttoleaveChicago."
RepresentativesfromCityHallandforLucasandHobsondidnothaveimmediatecomment.

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EXHIBIT C

5/4/2016

LucasMuseum'seriouslypursuinglocationsoutsideofChicago'|ChicagoSunTimes

CHICAGO05/03/2016,09:54am

LucasMuseumseriouslypursuing
locationsoutsideofChicago

ArenderingoftheproposednewdesignfortheLucasMuseumofNarrativeArt,inwhich
themuseumwouldtaketheplaceofthecurrentMcCormickPlaceEastconvention
centerbuilding.|Provided

FranSpielman
@fspielman|email

MayorRahmEmanuelsHailMaryplantokeepmoviemogulGeorge
LucasmuseuminChicagosufferedapotentialdeathblowTuesday
whenFriendsoftheParksdeclareditsoppositiontotheMcCormick
Placesiteandthreatenedanotherlawsuit.

Mr.Lucasandthecityonlywantedalakefrontsite,andwedonot
believethatisacceptable.Wedontthinkitsappropriatetoexchange
buildingonlakefrontlandforotherthingsevenifitsparkland.Its
inappropriatetobuildonpublictrustland,saidJuanitaIrizarry,
executivedirectorofFriendsoftheParks.
PROMOTEDSTORIESFROMPoliticsChatter
http://chicago.suntimes.com/politics/friendsoftheparksurgesnonlakefrontsiteforlucasmuseum/

1/6

5/4/2016

BestjokesfromObamaatlast
Correspondentsdinner

LucasMuseum'seriouslypursuinglocationsoutsideofChicago'|ChicagoSunTimes

10storiestheNationalEnquireractually
gotright

Mr.Lucasmayleave.Thatisultimatelyhisdecision.Butthereare
manyotherviablesites.Chicagoansshouldnotbeheldhostagetoone
mansdesires.Thepublictrustmustbeprotectedandwewillcontinue
tofightforourlakefronttoremainopen,freeandclear.
Hourslater,Lucaswife,MellodyHobson,issuedanemotional
statementthatallbutthrewinthetowel.
WearenowseriouslypursuinglocationsoutsideofChicago,Hobson
said.Ifthemuseumisforcedtoleave,itwillbebecauseoftheFriends
oftheParksandthatisnovictoryforanyone....AsanAfrican
AmericanwhohasspentmyentirelifeinthiscityIlove,itsaddensme
thatyoungblackandbrownchildrenwillbedeniedthechanceto
benefitfromwhatthismuseumwilloffer....Inrefusingtoacceptthe
extraordinarypublicbenefitsofthemuseum,theFriendsoftheParks
hasprovenitselftobenofriendofChicago.
TheChicagoSunTimesreportedexclusivelyinmidAprilthatEmanuel
hasshiftedhisfocusfromSoldierFieldssouthparkinglottothesiteof
McCormickPlaceEasttoavoidaprotractedlegalbattleovertheSoldier
FieldsiteandsatisfyLucasdemandtogetmovingonthelegacy
project.
Irizarryacknowledgedthat,bydeclaringitsoppositiontothe
McCormickPlacesite,FriendsoftheParksmaywellbeputtingthe

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LucasMuseum'seriouslypursuinglocationsoutsideofChicago'|ChicagoSunTimes

finalnailinEmanuelshopesofkeepingtheLucasMuseumin
Chicago.
Butsherefusedtowearthepoliticaljacketforit.
ThevisiontoputtheLucasMuseumonthelakefrontinthefirstplace
iswhatultimatelykilledthisdeal.Theyshouldhavefoughtforalegal
sitetobeginwith.ItsultimatelyMr.Lucaswhowantedithiswayor
thehighway,Irizarrysaid.
ItwouldbetoobadforChicagotolosetheLucasmuseum,butthat
woulddemonstrateitsnotacommitmentofGeorgeLucasand[wife]
MellodyHobsontostayinChicago....Itultimatelyliesinthelapof
Mr.Lucasastowhetherheswillingtocooperatewiththebroader
needsofChicagoandputitonanothersite,shesaid.Ifhesnot,folks
shouldaskMr.Lucas,`Whynot?
TheChicagobusinesswomanwhochairsAfterSchoolMatterssaidshe
andLucashadworkedfortwoyearswitheveryrelevantcityagency,
communityleader,andpolicymakertofinalizewhatwouldbethe
largestphilanthropicgifttoanAmericancityinthe21stcentury.Butit
wasallfornaught.
Fromthebeginning,thisprocesshasbeencooptedandhijackedbya
smallspecialinterestgroup,shesaid.
WhenFriendsoftheParkssuedthecityinordertopreserveaparking
lot,HobsonsaidtheLucasmuseumwasofferedtheplantoreplacean
underutilizedandoutdatedconventionspacethatwouldalsoadd
morethan12acresofnewparkland.
Yet,evenwiththisadditionalparkspace,anorganizationthatclaims
topreserve,protect,improveandpromotetheuseofparksandopen
spacenowopposesthisaswell.Whiletheyclaimtobeastrong
stewardofChicagoandapartnertoitsprogress,theiractionsand
decisionrobourstateofmorethan$2billionineconomicbenefits,
thousandsofjobsandcountlesseducationalopportunitiesforchildren
andadultsalike,Hobsonwasquotedassaying.
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LucasMuseum'seriouslypursuinglocationsoutsideofChicago'|ChicagoSunTimes

ReadmoreabouttheLucasMuseum
ThemayorsoriginalplantogiveLucas17acresoflakefrontlandnear
SoldierFieldhasbeenembroiledinaFriendsoftheParkslawsuitkept
alivebyafederaljudgewhosympathizeswiththegroupscentral
argument:thata99yearleaseeffectivelysurrenderscontrolofprime
lakefrontpropertytoamuseumthatisnotforthebenefitofthe
public,butwouldpromoteprivateand/orcommercialinterests.
ThesamelegalissuescouldberaisedabouttheMcCormickPlacesite.
ButbydemolishingthebuildingknownasLakesideCenterand
openingup12newacresofgreenspace,Emanuelwashopingto
negotiateasettlementwithFriendsoftheParkthatavertedalegal
challenge.
HopeswereraisedearlierthisweekwhenFriendsoftheParks
acquiescedtoa30dayholdonitslawsuittogivetheIllinoisGeneral
AssemblytimetoconsiderEmanuelsbackupplan.
Butsourcesfamiliarwiththehighstakesnegotiationsdisclosedthat
fourhoursafteragreeingtothestayandsayingtheywerewillingto
negotiate,FriendsoftheParksdidacomplete180anddeclaredits
oppositiontotheMcCormickPlaceplan.
WeredisappointedandbaffledatFriendsoftheParkscomments,
whicharecontradictorytothedecisiontheymadelessthan24hours
agotostaythelawsuit.FriendsoftheParkshastakeninconsistentand
incoherentpositions,makingitimpossibletoworkwiththem,mayoral
spokeswomanShannonBreymaiersaidinanemailedstatement.
LateTuesdayafternoon,thecityquietlywithdrewitsmotionforastay
inthecase.
CityHallallbutgaveuphoursafterIrizarrysnuffedoutthemayors
dreamofanegotiatedsettlementandaunitedfrontinSpringfield.
SheinsistedthatthemayorandLucasconsidernonlakefrontsites.
TheyincludetheoldMichaelReeseHospitalsiteacquiredbyformer

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LucasMuseum'seriouslypursuinglocationsoutsideofChicago'|ChicagoSunTimes

MayorRichardM.DaleyforanOlympicVillagebeforeChicagosfirst
roundflameoutinthe2016Olympicssweepstakesan18thStreetsite
acrossfromtheoriginalSoldierFieldsiteandthemarshallingyardsfor
trucksandrecreationalvehicleswestofMcCormickPlace.
Emanuelsplancallsfortearingdowntheabovegroundportionof
McCormickPlaceEast,buildingthemuseumonaportionofthesite
thatincludesArieCrownTheaterandreplacingthelostconvention
spacebybuildinga$500millionMcCormickPlaceexpansionover
MartinLutherKingDrive.
ThecomplexandcontroversialplanwouldrequireRepublicanGov.
BruceRauner,DemocraticlegislativeleadersandanIllinoisGeneral
Assemblyembroiledinamarathonbudgetstalematetoextendthelife
offivetourismtaxesandauthorize$1.2billioninnewborrowingfor
theMetropolitanPierandExpositionAuthority.
A$743millionupfrontcashcontributionfromLucaswouldmakethe
projectpossibleforaMcPierAuthoritythathasalreadymaxedoutits
creditcardonanearlierexpansionthatincludedanewhotelanda
10,000seatbasketballarenaforDePaulUniversitythatwoulddouble
asaneventcenterforMcCormickPlace.
Thecheckwouldbeusedtomakethefirst16yearsofdebtpaymentson
thebridgebuildingexpansion.
Theplanwasalreadyanelectionyearlongshotforadeadlocked
GeneralAssembly.
Thereslittlechancestatelegislatorswouldagreetoauthorizea$1.2
billionborrowingandraisefivetourismtaxesiftheyknowthatFriends
oftheParkswaswaitinginthewingstochallengethemayorsbackup
plan.
OnTuesday,Irizarryarguedthat,nomatterwhatFriendsoftheParks
does,themayorsplanhastwochancesofpassing:slimandnone.
Thisisaveryheavyliftforthemayorataverydifficulttimefor
ChicagoandIllinois.Thereareotherprioritiesandverydifficult

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financialrealities.Weareveryconcernedabouttheimpactontaxesin
thisdifficultfinancialtime.Weshouldallquestionpublicpolicymakers
prioirites,Irizarrysaid.
Itisnothighlylikelythatadealofthiscomplexitycanbemoved
forwardinthetimeframeandundertheconditionspresented,she
said.Therearelotsofotherneedsinthecityandstate.Wehave
gridlockasitisatstatelevel.
WithLosAngelesandLucashometownofSanFranciscopoisedto
pounce,sourcessaidthemoviemogulofStarWarsfameisprepared
towaituntiltheendofthespringsession,butnotmuchlongerthan
that.
IftheGeneralAssemblydoesntapproveEmanuelsbackupplanby
May31,Lucasislikelytopickupstakesandtakehislegacyprojectback
totheWestCoast.
ThatswhereitwasbeforeaSanFranciscocommissionrejectedLucas
preferredPresidiositeonfederalparkland.
DeputyMayorSteveKoch,whohasbeenbrokeringtalksinhopesof
reachinganegotiatedsettlementwithFriendsoftheParks,couldnot
bereachedforcomment.
ButIrizarrymaintainedTuesdaythattheLakesideCentersdaysare
numbered,whetherLucasbuildshismuseuminChicagoornot.The
massiveconventioncenter,rebuiltonthelakefrontaftertheoriginal
burneddownin1967,needsmorethan$225millioninrepairsoverthe
next15to20years,McPierofficialshavesaid.
Therearemanyfolksthroughoutthecitywhowouldlovetosee
McCormickPlace[East]gone.Itssomethingweexpectwillhappenone
wayortheotherinthenottoodistantfuture.Ithasbecomeobsolete.
Therehavebeenconversationsaboutotherusesforthatsitebecauseit
isobsolete.Weexpectitwilleventuallycomedown.Wedontthinkan
excuseisnecessary,shesaid.
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Tab G

Tab H

STATE OF ILLINOIS
99th GENERAL ASSEMBLY
REGULAR SESSION
SENATE TRANSCRIPT
32nd Legislative Day
say Aye.
adopted.

4/23/2015

Opposed, Nay.

The Ayes have it.

The amendment is

Mr. Secretary, are there any further Floor amendments

approved for consideration?


SECRETARY ANDERSON:
Floor Amendment No. 2, offered by Senator Raoul.
PRESIDING OFFICER:

(SENATOR LINK)

Senator Raoul, on Floor Amendment 2.


SENATOR RAOUL:
Mr.

President,

Floor

Amendment

just

changes

--

is

technical amendment, just changes a period to a comma.


PRESIDING OFFICER:

(SENATOR LINK)

Is there any discussion?

Seeing none, all those in favor,

say Aye.

Opposed, Nay.

The Ayes have it, and the amendment is

adopted.

Are there any further Floor amendments approved for

consideration?
SECRETARY ANDERSON:
No further amendments reported.
PRESIDING OFFICER:
3rd Reading.
373.

(SENATOR LINK)
Now on the Order of 3rd Reading is House Bill

Mr. Secretary, please read the bill.

SECRETARY ANDERSON:
House Bill 373.
(Secretary reads title of bill)
3rd Reading of the bill.
PRESIDING OFFICER:

(SENATOR LINK)

Senator Raoul, on your bill.


SENATOR RAOUL:
Thank you, Mr. President, Ladies and Gentlemen of the Senate.
House Bill 373 amends the Park District Aquarian and Museum Act to
106

STATE OF ILLINOIS
99th GENERAL ASSEMBLY
REGULAR SESSION
SENATE TRANSCRIPT
32nd Legislative Day

4/23/2015

grant authority to cities and park districts to purchase, erect,


and maintain facilities to be used as presidential libraries,
centers, and museums.
lands.

This includes parks on formerly submerged

This bill is to -- as we all know, Ladies and Gentlemen of

the Chamber, all know there's proposals being considered for the
Barack Obama presidential library.

This is -- this bill, if

passed, would send a strong message to the selection committee


that the State is -- there won't be any obstacles to the library
being built on park land.

Additionally, in the case of Friends of

the Park {sic} (Parks) versus the Chicago Park District with -which raised the question of a George Lucas museum being built on
park land, previously submerged park land, this makes clear that
such authority can be also extended for previous -- previously
submerged land.

I urge an Aye vote.

PRESIDING OFFICER:

(SENATOR LINK)

Is there any discussion?

Senator Murphy, for what purpose do

you rise?
SENATOR MURPHY:
To the bill, Mr. President.
PRESIDING OFFICER:

(SENATOR LINK)

To the bill.
SENATOR MURPHY:
The -- I want to make clear right off the bat, the -- the -the part about sending a message to President Obama that we want
his library, his presidential library, here is one I know I share
and I think our caucus in the past has shared and we still do.

-- I -- I have to admit, I'm not quite as big a fan of the President


as I am of his successor in the State Senate.

I think Hyde Park

got an upgrade when he went to the United States Senate.

But -107

STATE OF ILLINOIS
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4/23/2015

but we want that library here too.

However, as the sponsor pointed

out, that isn't the entirety of this bill.

There's more to this

bill than sending a statement to President Obama and that library


team and it involves the George Lucas museum and Soldier Field and
the interaction between those two, and -- and contract rights with
-- involving the Chicago Bears.

The Chicago Bears have a contract

with the Park District that gives them access to the -- the parking
lots around Soldier Field for their games.

That's where the fans

park.

That is a critically

That's where the fans tailgate.

important contract right that the Chicago Bears negotiate.


have that now.

They

This bill is somewhat in response to a lawsuit

with regard to the George Lucas museum.

This bill will invite a

new lawsuit in all likelihood from the Chicago Bears because they
have a -- a contract right to the land that this bill would put
the George Lucas museum on.

You cannot take away contract rights.

Moreover, for the thousands of fans that we all -- most of us here


all represent, who go to Bears games every Sunday, who park in
these lots, who tailgate in these lots, this bill is going to
substantially impact their ability to park and tailgate in Soldier
Field in the manner that they have in the past.

So I strongly

encourage -- let's send the message to the President.

I'd love to

do something with a joint resolution, saying we'll do what's


necessary to help him.

This is not the fix.

This bill poses a

bigger problem than -- than it -- than it solves.


everybody

here

respect

contract

rights,

respect

So I encourage
the

contract

rights of the Chicago Bears, and protect Chicago Bears fans from
this bill and vote No.
PRESIDING OFFICER:

(SENATOR LINK)

Is there any further discussion?

Senator Raoul, to close.


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STATE OF ILLINOIS
99th GENERAL ASSEMBLY
REGULAR SESSION
SENATE TRANSCRIPT
32nd Legislative Day

4/23/2015

SENATOR RAOUL:
To -- to be clear, as a Bears fan, this bill does not
explicitly state -- state anything about any parking lot.

What it

addresses is a concern that Judge Darrah raised in -- in -- in


litigation

about

formerly

submerged

land,

whether

the

Park

District had authority, and it raised a question about existing


museums, including the Aquarium and the Museum of Science and
Industry, which are all on -- not the Museum of Science and
Industry, but Field Museum, which are all on formerly submerged
lands.

So this is not about the Bears.

We can all be supporters

of the Bears and we will be able to park and go to Bears games.


This has nothing to do with the Chicago Bears.

And I urge an Aye

vote on this bill.


PRESIDING OFFICER:

(SENATOR LINK)

The question is, shall House Bill 373 pass.


favor will vote Aye.
voted who wish?

Opposed, Nay.

The voting is open.

Have all voted who wish?

Take the record.

All those in
Have all

Have all voted who wish?

On that question, there are 39 Ayes, 13 Nays,

none voting Present.

House Bill 373, having received the required

constitutional majority, is declared passed.

Senator Brady, for

what purpose do you rise?


SENATOR BRADY:
Point of personal privilege, Mr. President.
PRESIDING OFFICER:

(SENATOR LINK)

State your point.


SENATOR BRADY:
I have guests in the gallery and what I'd like to do is
introduce them. They are the Dee-Mack Girls Volleyball Team. They
are the 1st place State Title winners for 2A.

They're accompanied
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