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HomeMy WebLinkAboutRESOLUTIONS-2014-049-R-146/ 24/2014 49-R-14 A RESOLUTION Authorizing the City Manager to Execute a Lease Agreement with Piven Theatre Workshop for Studio and Theater Space at the Noyes Cultural Arts Center WHEREAS, the City of Evanston ("City") owns certain real property, including the property commonly known as the Noyes Cultural Arts Center ("NCAC") at 927 Noyes Street, Evanston, Illinois; and WHEREAS, the City leases space in the NCAC to resident artists and groups including Piven Theatre Workshop ("Piven"), an Illinois non -for -profit corporation; and WHEREAS, the City and Piven desire to enter into a one-year lease agreement; and WHEREAS, the City Council finds it to be in the best interest of the City to continue to lease NCAC theater and studio space to Piven, and to negotiate and execute a lease agreement with Piven, NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS: SECTION 1: The City Manager is hereby authorized and directed to execute a one-year lease agreement (January 1, 2014 — December 31, 2014) (the "Lease") by and between the City of Evanston and Piven Theatre Workshop, an Illinois not -for -profit corporation, which is attached hereto as Exhibit 1" and incorporated herein by reference. 49-R-14 SECTION 2: The City Manager is hereby authorized and directed to negotiate any additional conditions of the Lease as he may determine to be in the best interests of the City. SECTION 3: This Resolution 49-R-14 shall be in full force and effect from and after its passage and approval in the manner provided by law. Eliz th B. Tisdahl, Mayor Attest: r __ Ro ney Greenrerk 1. Adopted: 1" , 2014 49-R-14 EXHIBIT 1 LEASE AGREEMENT LEASE AGREEMENT FOR THE PREMISES LOCATED AT 927 NOYES STREET, EVANSTON, ILLINOIS, BY AND BETWEEN THE CITY OF EVANSTON, LANDLORD /_1VL7 THE PIVEN THEATRE WORKSHOP, TENANT INDEX Section Title Page Number SECTION 1. DESCRIPTION OF PREMISES......................................................................... 2 SECTION 2. TERM................................................................................................................ 2 SECTION3.. RENT.................................................................................................................. 2 SECTION 4. COMMON FACILITIES...................................................................................... 3 SECTION 5. USE OF PREMISES.......................................................................................... 5 SECTION6. SIGNS............................................................................................................... 8 SECTION 7. DEFECTS; DEFECTIVE CONDITION; WIND; ACTS OF THIRD PERSONS......................................................................................................... 8 SECTION 8. CASUALTY DAMAGE; REPAIRS; ABATEMENT OF RENT ............................ 8 SECTION 9. REPAIRS AND MAINTENANCE....................................................................... 9 SECTION 10. UTILITIES.......................................................................................................... 9 SECTION 11. TAXES..............................................................................................................10 SECTION 12. INSURANCE....................................................................................................10 SECTION 13. SUBLETTING; ASSIGNMENT.........................................................................11 SECTION 14. SURRENDER OF PREMISES; HOLDING OVER.............................................11 SECTION 15. INDEMNIFICATION AND LIENS......................................................................11 SECTION 16. LANDLORD'S RIGHT OF INSPECTION AND REPAIRS.................................12 SECTION 17. DEFAULT AND REMEDIES.............................................................................12 SECTION 18. TENANT OBLIGATIONS TO COMMUNITY AND ASSOCIATION ...................14 SECTION 19. REMOVAL OF OTHER LIENS.........................................................................15 SECTION 20. REMEDIES NOT EXCLUSIVE..........................................................................15 SECTION 21. EXPENSES OF ENFORCEMENT....................................................................16 SECTION 22. EMINENT DOMAIN..........................................................................................16 SECTION 23. GOVERNMENTAL INTERFERENCE WITH POSSESSION .............................16 SECTION 24. PEACEFUL ENJOYMENT...............................................................................17 SECTION 25. EFFECT OF WAIVER OF BREACH OF COVENANTS....................................17 SECTION 26. AMENDMENTS TO BE IN WRITING................................................................17 SECTION 27. PARTIES BOUND............................................................................................17 SECTION 28. NOTICES..........................................................................................................17 SECTION 29. MISCELLANEOUS...........................................................................................18 SECTION 30. VENUE AND JURISDICTION...........................................................................18 SECTION 31. FORCE MAJEURE...........................................................................................18 1 This Lease Agreement (the "Agreement" or "Lease") is executed this _ day of , 2014 (the "Effective Date") by and between The City of Evanston, an Illinois home rule municipality ("Landlord"), whose main business office is located at 2100 Ridge Avenue, Evanston, Cook County, Illinois, and Piven Theatre Workshop, an Illinois not -for -profit corporation ("Tenant"). Landlord and Tenant may be referred to collectively as the "Parties". SECTION 1. DESCRIPTION OF PREMISES Landlord leases to Tenant the theatre space (which is Room 102 and includes the Room 102 washroom), Room 103 (which includes the Room 103 washroom), Room 105 and Room 110 (which includes the Room 110 storage area), all located on the first floor of the property with a street address of 927 Noyes Street, Evanston, Illinois 60201 (the "Premises"). situated within the Landlord's 3-story building located at the same common address and legally described on Exhibit A (the "Property") and commonly known as the Noyes Cultural Arts Center ("NCAC"). The Premises is depicted on Exhibit B attached hereto. The Property has various uses including artist workshops, resident young adult summer camp classes, art exhibits, and many other uses. The term "Common Facilities" as used in this Agreement will include those areas and facilities within the Property (outside of the Premises) for the nonexclusive use of Tenant in common with other authorized users, and includes, but is not limited to, sidewalks, parking area, planted areas (excluding the adjoining park area), common area restrooms and open means of ingress and egress. Tenant will have the non- exclusive right to use the Common Facilities, including the washrooms referenced above. SECTION 2. TERM The term of this Agreement will be for one year, January 1, 2014 — December 31, 2014 (the "Term"). Tenant must provide Landlord with 120 days' notice if they choose to renew the Agreement for the Premises. Renewal of the Agreement must be authorized by written consent of the Parties and authorized by the City Council. SECTION 3. RENT A. RATE: Tenant agrees to pay Landlord an annual rental payment (the "Rent") in accordance with the following schedule: 1. For the period of January 1st — April 30th (four months), the Rent rate is $4,928.00 (Four Thousand Nine Hundred Twenty -Eight and 3700/100 Dollars) per month, for total Rent of $19,712.00 (Nineteen Thousand Seven Hundred Twelve and 00/100 Dollars) for the four months. The parties have agreed to reduce the Rent rate to address maintenance expenses for a monthly rent of $1,178.00 (One Thousand One Hundred Seventy -Eight and 00/100 Dollars) for a total adjusted Rent for this portion of the Term of $4,712.00 (Four Thousand Seven Hundred Twelve and 00/100 Dollars), which will be paid in a lump sum on or before August 1, 2014. 2. For the remainder of the Term, May 1 st — December 31 st (eight months), the annual Rent rate is increased by 3% to $60,910.08 (Sixty Thousand Nine Hundred Ten and 08/100 Dollars), for total Rent of $40,606.72 (Forty Thousand Six Hundred Six and 72/100 Dollars) for the final eight months, which will be paid in part (May 1st — August 30th rent) in a lump sum of $20,303.36 (Twenty Thousand Three Hundred Three and 36/100 Dollars) on or before August 1, 2014 and the four (4) remaining monthly payments of $5,075.84 (Five Thousand Seventy -Five and 84/100 Dollars) will be due on or before the first of every month, commencing on September 1, 2014. B. PAYMENTS. The Rent outlined in Sections 3[A][1] and 3[A][2] above shall be paid in accordance with said Sections. C. Any and all Rent PAYMENTS under this Lease shall be mailed to: City of Evanston Parks, Recreation, and Community Services Department 2100 Ridge Avenue, First Floor Evanston, IL 60201 D. 2013 Rent: In addition, Tenant will pay Landlord a lump sum of $14,794.11 (Fourteen Thousand Seven Hundred Ninety -Four and 11/100 Dollars), which will be due and payable on or before August 1, 2014, as payment in full for the lease of Premises for the 2013 calendar year, which is reduced from the 2012 annual rental rate of $59,176.42. The reduction in the rent has no prejudicial value and only agreed to by Landlord to recognize the personnel time and financial investment that Tenant made in 2013 in its attempts to redevelop the Premises. E. PROPERTY FEES SCHEDULE: Attached as Exhibit B is a schedule of fees for all tenants of the Property, if applicable, including Tenant ("NCAC Property Fees"). To the extent incurred by Tenant, the NCAC Property Fees specified on the fee schedule will be invoiced separately and shall be paid by the due date listed on the invoice. To the extent incurred by Tenant, the NCAC Property Fees are to be paid by Tenant regardless of the applicable rental rate specified in Section 3 [A] and [B] Tenant acknowledges that it will reimburse the City for use of the Common Facilities (as specified on Exhibit B) after the standard business hours set by the City and the Association, which hours shall not be less than the following hours throughout the Term (including any Extended Term): 7:30 a.m. — 11:00 p.m. Monday — Saturday; 10 a.m. — 6:00 p.m. on Sunday (the "Business Hours"). SECTION 4. COMMON FACILITIES A. MAINTENANCE BY LANDLORD: Tenant acknowledges that it has leased the Premises for many years and receives the Premises, Common Facilities and remainder of the Property in as -is condition, and acknowledges that the Landlord has made no representations to the condition or has made any repairs to same. The Landlord or Landlord's staff or other representatives have made no representations or assurances that it will alter or remodel the Premises or Property. Landlord shall, when necessary, as determined by Landlord, in its reasonable discretion or when required by applicable laws, perform, repair and maintain all of the following: 1. Exterior maintenance, including the foundation, exterior walls, slab, common area doors and roof; 2. A refuse container to be shared by all tenants in the Property to be located at the Property in reasonable proximity to the Premises. Landlord will contract, to have trash hauled from such container with reasonable frequency; 3. Electric facilities and systems, gas facilities and systems and the HVAC unit(s) and systems (including the portions of such systems serving the Premises exclusively); 4. Plumbing and water facilities and systems (including the portions of such systems serving the Premises exclusively); 5. Fire and life safety systems and fire alarm systems, including inspections thereof (including the portions of such systems serving the Premises exclusively); 6. Hallways, stair rails, and related elements, and restrooms and other Common Facilities, including the parking lot serving the Property; 7. Snow and ice removal, including salting, from front walkway of Premises and parking spaces in front of the Property within 48 hours of any snow event with accumulation of an 1 inch or more; and 8. Change light bulbs, ballasts and tubes in any fluorescent or comparable light fixtures in the Premises. Notwithstanding the foregoing, Tenant will change light bulbs, ballasts and tubes which are considered specialty lighting and related to performance activities. 9. Maintain the HVAC units in the Premises, the HVAC units are the property of the Landlord and shall remain in the Premises at the end of the Term. B. MAINTENANCE BY TENANT: 1. Interior non-structural Premises maintenance and all fixtures and property within the Premises other than (a) utility, HVAC or fire/life safety facilities and systems and (b) any items Landlord is required to maintain pursuant to Section 4[A]; 2. All refuse from Premises to be placed in appropriate containers and Tenant cannot dispose of construction building materials in the standard refuse containers and must arrange for special pick-ups and containers for said materials; 3. The Tenant will at all times maintain all of the Premises in a clean, neat and orderly condition. The Tenant will not use the Premises in a manner that will violate or make void or inoperative any policy of insurance held by the Landlord. The Tenant shall pay the Landlord for overtime wages for staff and for any other related expenses incurred in the event that repairs, alterations or other work in the Premises required or permitted hereunder are not made during ordinary Business Hours (as defined in Section 3[E]) at the Tenant's request. 4. Tenant will keep the interior non-structural portions of the Premises, including all interior, non-structural walls, surfaces and appurtenances (other than systems and any other items that Landlord is required to maintain pursuant to Section 4[A]), in good repair. Tenant shall be responsible for repairs, damages and losses for damages sustained outside the Premises to other NCAC tenant's personal property or leased area attributable to Tenant's negligence or intentional misconduct, subject to Section 4-512[E]. All such damage must be reported in writing to the Director of Parks, 4 Recreation and Community Services, or his/her designee, by the next City of Evanston business day, after discovery of such damage by Tenant. 5. Repairs by Tenant must have prior written approval by the Director of Parks, Recreation and Community Services, or his or her designee, and must occur within thirty (30) days of such approval unless the Director of Parks, Recreation and Community Services, or his or her designee, gives a prior written request or grants approval for an extension beyond the thirty (30) days (or unless such repairs cannot reasonably be completed within thirty (30) days, in which case, Tenant shall have such additional time as is reasonably required). If Tenant fails to make the necessary repairs by the date determined by the Lessor, the Landlord has the option to make the necessary repairs and Tenant agrees to promptly pay for those repairs upon presentation of an invoice by the Landlord to the Tenant. Tenant is required upon lease termination to leave space in good repair and condition. Maintenance and repair issues which constitute a life and safety hazard must be corrected within twenty-four (24) hours after discovery by Tenant, provided that the issue can be fixed within that time frame. If the issue cannot be fixed within twenty-four (24) hours after discovery by Tenant, the Tenant must provide a schedule for repair within one (1) business day after discovery by Tenant to the Director of Parks, Recreation and Community Services for approval, which cannot be unreasonably withheld. SECTION 5. USE OF PREMISES A. PURPOSES: Tenant will use the Premises to operate a theater, acting classes and other related business and uses incidental thereto, and no part of the Premises will be used for any other purpose without the prior written consent of Landlord (the "Permitted Use"). If Tenant endeavors to apply for a liquor license for the Premises, the Landlord gives its written consent for said application to be submitted and reviewed by the City in conformance with the City Code procedures, as amended. The City agrees to cause such license to be granted if Tenant meets applicable requirements. B. HOURS OF OPERATION AND LANDLORD ACCESS: 1. Tenant's use of the Premises shall only be for the permitted use. Tenant shall have the right to conduct its business in the Premises during the Business Hours (as defined in Section 3[E]) of the Property. In addition, Tenant's staff, agents, employees and contractors may access the Premises twenty-four hours a day, seven days a week, but shall not have access to the interior Common Facilities after the Business Hours (as defined in Section 3[C]) of the Property. The Property will be closed on holidays/days as observed by the City of Evanston (but Tenant will still have access to the Premises). 2. The Landlord shall have the right to retain a set of keys to the Premises, and Tenant shall not change any locks for the Premises to any other lock, other than a lock consistent with the Landlord's master lock for the Property. The Tenant shall permit the Landlord to erect, use and maintain pipes, ducts, wiring and conduits in and through the Premises concealed to the greatest extent possible, above ceiling, under floor or in walls that don't reduce the square footage of the Premises and don't materially affect Tenant's use of the Premises. The Landlord agents shall have the right to enter upon the Premises with 24 hours prior written notice or without notice in case of an emergency, to control heat, electricity and air conditioning, to inspect the same, and to make such repairs, alterations, improvements or additions to the Premises or the NCAC, as the Landlord may deem necessary or desirable. Tenant will not cease any Rent payments while repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of the Tenant, or otherwise, provided Landlord shall complete such work as quickly as reasonably possible. Notwithstanding the foregoing, if a portion of the Premises is unusable for the purpose contemplated hereunder for a period of greater than 5 days (including, without limitation, as a result of a casualty or a condemnation or the repairs required in connection therewith), the fixed minimum monthly rental will be equitably reduced in the proportion that the unusable part of the Premises bears to the whole. The determination of the unusable space shall be reasonably determined by the Landlord based on square footage. Notwithstanding anything to the contrary contained herein, Landlord shall not have the right to alter the Premises except as expressly required or permitted hereunder. Notwithstanding the foregoing, if the repairs, alterations, improvements, or additions are at Tenant's request or if the repairs are necessitated by Tenant's actions, then the Tenant may not cease any rent for any period, unless the Premises are unusable as a result of the negligence or intentional misconduct of Landlord or its agents, employees or contractors. If the Tenant shall not be personally present to open and permit an entry into Premises, at any time, when for any reason an entry therein shall be necessary or permissible, the Landlord or the Lessor's agents may enter the same by using the key, or may forcibly enter the same, without rendering the Landlord or such agents liable therefore (if during such entry the Landlord or the Lessor's agents shall accord reasonable care to Tenant's property), and without in any manner affecting the obligations and covenants of this Lease. 3. Nothing herein contained, however, shall be deemed or construed to impose upon the Landlord any obligations, responsibility or liability whatsoever, for the care, supervision or repair of the Premises or any part thereof, other than as herein provided. The Landlord shall also have the right at any time without the same constituting an actual or constructive eviction and without incurring any liability to the Tenant therefore, to change the arrangement and/or location of Common Facilities, including entrances or passageways, doors and doorways, and corridors, stairs, toilets or public parts of the NCAC, and to close Common Facilities (as and when reasonably necessary for Landlord to perform its obligations hereunder or exercise its rights or as necessary due to Force Majeure), including entrances, doors, corridors or other facilities. The Landlord shall not be liable to the Tenant for any expense, injury, loss or damage resulting from work done by persons other than the Landlord in or upon, or the use of, any adjacent or nearby building, land, street, or alley. C. LOCKING OF PREMISES: All doors to the Premises must be kept locked at all times except during the Business Hours (as defined in Section 3[E]). Tenant shall not open the door to anyone in the late hours. The door may not be propped open for any reason. During normal Business Hours (as defined in Section 3[E]) for the Property, patrons and users of the Property shall have access to the Common Facilities. Tenant shall not have use of Common Facilities after the Business Hours (as defined in Section 3[E]) unless Tenant pays the Facilities Fee (as specified in Exhibit C) for keeping the Property and the Common Facilities open. D. STORAGE OF INFLAMMABLE MATERIALS: Tenant agrees that it will not permit to be kept at the Premises any gasoline, distillate or other petroleum product, or other substance of an explosive or inflammable nature as may endanger any part of the premises 6 without the written consent of the Landlord, provided that Tenant can maintain customary cleaning products in the Premises. E. USE IMPAIRING STRUCTURAL STRENGTH: The Tenant will not permit the Premises to be used in any manner that will impair the structural strength of the Premises, or permit the installment of any machinery or apparatus the weight or vibration of which may tend to impair the building's foundations or structural strength. F. GARBAGE DISPOSAL: The Tenant will not incinerate any garbage or debris in or about the Premises, and will cause all containers, rubbish, garbage and debris stored in the Premises to be placed in the refuse container supplied by Landlord for the Property before accumulation of any substantial quantity. G. PUBLIC REGULATIONS: In the conduct of its business on the Premises, Tenant will observe and comply with all laws, ordinances and regulations of public authorities. Tenant acknowledges that the Property is owned by the City of Evanston and therefore no smoking will be permitted at the Property. H. OTHER MISUSE: Tenant will not permit any unlawful or immoral practice with or without his knowledge or consent, to be committed or carried on in the Premises by Tenant or any other person. Tenant will not use or allow the use of the Premises for any purpose whatsoever that will injure the reputation of the Premises or of the building of which they are a part. I. PARKING REGULATIONS: The NCAC has a total of fifty (50) parking spaces, consisting of thirty-five (35) permit spaces (including four [4] marked for compact cars) and twelve (12) metered spaces and three (3) handicapped spaces in the Property parking 'lot, which is Lot #51 and is immediately adjacent to the Premises (the "Property Parking Lot"). The Landlord acknowledges that it will not decrease the total number of parking spaces in the Property Parking Lot during the Lease Term, but Landlord reserves the right to reconfigure the parking lot and/or increase the parking spaces. For the permit parking spaces, annual parking permit fees shall be in accordance with the schedule previously referenced as Exhibit B and be billed separately. Parking permit fees are not prorated and will change over the Term of the Lease at the discretion of the Landlord. All annual parking permits issued will be billed on a monthly basis and are not returnable with the exception of permits which are transferred. There will be a $25.00 transfer fee assessed for all annual permits which are to be reissued unless: 1) the old permit or remnants of the old permit is returned displaying the lot number and the permit number minimally; or 2) proof that the vehicle was sold by producing a bill of sale. Monthly and annual parking permits for the Property Parking Lot are authorized only for Leaseholders, Sub -Tenants, staff and/or students attending classes at Noyes on a regular basis and Landlord will not permit businesses (or other invitees) outside of the NCAC to get permits for the Property Parking Lot. Use of permits is on a first -come, first serve basis for spaces available in the Property Parking Lot. Parking permits are not to be transferred to vehicles other than the vehicle for which the permit was issued unless prior written approval by the Director of Parks, Recreation and Community Services is obtained. Parking Permit privileges will be considered by the Director of Parks, Recreation and Community Services or designee for other regular NCAC users on a case -by -case basis. All Authorization Forms must be signed by Tenant or its authorized designee, and by an NCAC staff member before parking permits can be purchased. Temporary one -day parking permits are available for individuals attending special functions at the NCAC, and for visitors and others using the NCAC, who are pre -approved by the Director of Parks, Recreation and Community Services or designee. Temporary parking permits are not available to parents or caregivers waiting for students attending classes or to attendees of performances. Tenant understands, and will inform its staff, students and patrons to observe all posted parking regulations. Parking permits will not be issued to individuals with an expired driver's license. Landlord will maintain the current parking lot serving the Property as a parking lot throughout the term of this Lease. SECTION 6. SIGNS Tenant may apply for signage (temporary and permanent signage) for the exterior and interior of the Premises, at its own expense, in order to conduct the business of Tenant. Tenant acknowledges that there are limitations from the City of Evanston Municipal Code of 2012, as amended, and the Code governs the application process and the details regarding size, type, and number of signs and Tenant agrees to be bound by such ordinances. Landlord cannot make representations in a lease agreement that Tenant shall be entitled additional signage, a certain number of signs and/or dimensions of proposed signage, because the Tenant must make an application to the Sign Review Board, as provided by Code, but Landlord will not withhold its consent to a reasonably sized sign over the new entrance to the Premises. SECTION 7. DEFECTS; DEFECTIVE CONDITION; WIND; ACTS OF THIRD PERSONS Except as provided by Illinois law and except to the extent arising from the negligence or intentional misconduct of Landlord or its agents, employees or contractors, or from the breach of this Lease by Landlord, Landlord will not be liable to Tenant for any damage or injury to Tenant or Tenant's property occasioned by the failure of Landlord to keep the Premises in repair, and shall not be liable for any injury done or occasioned by wind or by or from any defect of plumbing, electric wiring or of insulation thereof, gas pipes, water pipes or steam pipes, or from broken stairs, porches, railings or walks, or from the backing up of any sewer pipe or down- spout or from the bursting, leaking or running of any tank, tub, washstand, water closet or waste pipe, drain, or any other pipe or tank in, upon or about the Premises or the building of which they are a part nor from the escape of steam or hot water from any radiator, nor for any such damage or injury occasioned by water, snow or ice being upon or coming through the roof, skylight, trap door, stairs, walks or any other place upon or near the Premises, or otherwise, nor for any such damage or injury done or occasioned by the falling of any fixture, plaster, or stucco, nor for any damage or injury arising from any act, omission or negligence or co -tenants or of other persons, occupants of the same building or of adjoining or contiguous buildings or of owners of adjacent or contiguous property, or of Landlord's agents or Landlord, all claims for any such damage or injury being hereby expressly waived by Tenant. Notwithstanding the foregoing, if any portion of the Premises unusable for the purpose contemplated hereunder for a period of greater than 5 days, the fixed minimum monthly rental will be equitably reduced in the proportion that the unusable part of the Premises bears to the whole. The determination of the unusable space shall be reasonably determined by the Landlord based on square footage. SECTION 8. CASUALTY DAMAGE; REPAIRS; ABATEMENT OF RENT A. USE OF PARTIALLY DAMAGED PREMISES: On damage or destruction by a casualty to the Premises, Tenant will continue to use them for the operation of its business to the extent practicable B. RIGHT TO TERMINATE ON DESTRUCTION OF TWO-THIRDS OF PREMISES: Either Party will have the right to terminate this Agreement if, the Premises is damaged by a casualty to an extent exceeding two-thirds of the reconstruction cost of the Premises as a whole. If such damage occurs, this termination will be affected by written notice to the other Party, delivered within 90 days of the damage. C. REPAIRS BY LANDLORD: If the Premises are damaged by a casualty before or after the start of the Agreement, then Landlord will immediately, on receipt of insurance proceeds paid in connection with casualty damage, but no later than sixty days after damage has occurred, proceed to repair the Property. Repairs will include any improvements made by Landlord or by Tenant with Landlord's consent, on the same plan and design as existed immediately before the damage occurred, subject to those delays reasonably attributable to governmental restrictions or failure to obtain materials, labor or other causes, whether similar or dissimilar, beyond the control of Landlord. Materials used in repair will be as nearly like original materials as reasonably procured in regular channels of supply. Wherever cause beyond the power of the party affected causes delay, the period of delay will be added to the period in this lease for completion of the work, reconstruction or replacement. D. REDUCTION OF RENT DURING REPAIRS: If a portion of the Premises is unusable for the purpose contemplated hereunder for a period of greater than 5 days, the fixed minimum monthly rental will be equitably reduced in the proportion that the unusable part of the Premises bears to the whole. The determination of the unusable space shall be reasonably determined by the Landlord based on square footage No rent will be payable while the Premises is wholly unoccupied pending the repair of casualty damage. E. FIRE AND CASUALTY. If the Premises are entirely destroyed by fire or another act of God, and Landlord elects to not rebuild the Premises, then this Agreement shall be terminated effective as of the date of the casualty. SECTION 9. REPAIRS AND MAINTENANCE Except to the extent any of the following is Landlord's obligation pursuant to Section 4[A], Tenant shall keep the interior, non-structural portions of the Premises in a clean condition, and in good repair, all according to the statutes and ordinances in such cases made and provided, and the directions of public officers thereunto duly authorized, all at Tenant's own expense, and shall yield the same back to Landlord, upon the termination of this Agreement, whether such termination shall occur by expiration of the term, or in any other manner whatsoever, in the same condition of cleanliness and repair as at the date of the execution hereof, loss by fire and reasonable wear and tear excepted. Except to the extent any of the following is Landlord's obligation pursuant to Section 4[A], Tenant shall make all necessary repairs and renewals upon Premises and replace broken fixtures with material of the same size and quality as that broken. If, however, the Premises shall not thus be kept in good repair and in a clean condition by Tenant, as aforesaid, Landlord may enter the same, or by Landlord's agents, servants or employees, without such entering causing or constituting a termination of this Agreement or an interference with the possession of the Premises by Tenant, and Landlord may replace the same in the same condition of repair and cleanliness as existed at the date of execution hereof, and Tenant agrees to pay Landlord, in addition to the rent hereby reserved, the .expenses of Landlord in thus replacing the Premises in that condition. Tenant shall not cause or permit any waste, misuse or neglect of the water, or of the water, gas or electric fixtures. Tenant will also be in compliance with all laws and regulations during the entire term of this Agreement, except for repairs required of the Landlord to be made and damage occasioned by fire, hurricane or other causes as provided for in this Agreement. SECTION 10. UTILITIES Landlord agrees to pay before delinquency all charges for gas, water, heat, electricity, power and other similar charges incurred by Landlord or Tenant with respect to the Premises or the Property during the Term of this Agreement and Tenant's occupancy of the Premises. SECTION 11. TAXES If applicable, Tenant will pay before delinquency all taxes levied on Tenant's fixtures, equipment and personal property on the demised Premises, whether or not affixed to the real property. Landlord will pay all real estate taxes for the Property. SECTION 12. INSURANCE A. INSURANCE COMPANIES: It is agreed that any policies of insurance to be maintained by the respective parties will be obtained from good and solvent insurance companies. Only companies with an "A" Policyholder's Rating with the Alfred Best Company will be acceptable. B. TENANT TO OBTAIN LIABILITY INSURANCE: Tenant agrees that it will, at its expense, maintain a policy of insurance, written by responsible insurance carriers, approved by Landlord that will insure Tenant against liability for injury to or death of persons or damage to property occurring about the Premises. Landlord will be named as an additional insured. The liability under insurance will be at least $1 million for any one person injured or killed or any one occurrence, $2 million general aggregate coverage for any one accident, and $ 100,000.00 property damage. Tenant will obtain an endorsement and Certificate of Insurance naming the Landlord as an additional insured from Tenant's carrier (during the term of the Lease, including Premises Improvement construction) and all contractors during the construction of the Premises Improvements and any other renovation or construction at the Premises. C. TENANT TO OBTAIN WORKER'S COMPENSATION INSURANCE: Tenant agrees to maintain employees' Worker's Compensation insurance required under Illinois law. D. TENANT TO OBTAIN INSURANCE ON FIXTURES AND EQUIPMENT: The Tenant agrees to maintain on all trade fixtures and personal property in the Premises, a policy of insurance approved by the Landlord of at least _90_% of the insurable replacement value of all trade fixtures and personal property. E. LANDLORD TO OBTAIN FIRE INSURANCE ON PREMISES: Landlord agrees to maintain during this Agreement, a policy of property insurance covering any peril generally included in the classification ISO Causes of Loss — Special Form (a "Special Form Policy") and covering at least _80_% of the full replacement cost of the Premises and Property (or Landlord may self -insure for such coverage). If permitted without additional charge, Landlord will cause to be endorsed on its property insurance, and any extended coverage policy or policies, the waiver of right of subrogation. Landlord hereby agrees to waive any claims against Tenant and its agents and employees to the extent the same could be covered by a Special Form Policy, regardless if the same is maintained by the City. 10 F. TENANT'S WAIVER OF CASUALTY INSURANCE PROCEEDS: If the Premises are damaged by fire or other casualty insured against, Tenant agrees to claim no interest in any insurance settlement arising out of any loss where premiums are paid by Landlord, or where Landlord is named as sole beneficiary, and that it will sign all documents required by Landlord or the insurance company necessary in connection with the settlement of any loss. G. CONTROL OF INSURANCE PROCEEDS TO AVOID TAXABLE GAIN: If the Premises, including any improvements, were to be damaged in any manner, and the receipt of any insurance proceeds or other reimbursement for such damage would result in the realization of taxable gain for federal or state purposes, then the party to whom the gain would be taxed will have the right to take all action respecting proceeds or reimbursements necessary to enable party to comply with any regulations of the appropriate taxing authorities, so that the gain will not be recognized for tax purposes. Nothing here will be construed to entitle Landlord to delay any repairs to any part of the improvements in the event of damage. H. TENANT'S FAILURE TO INSURE: Should Tenant fail to keep in effect and pay for insurance as required by this section and then fail to cure such failure within ten (10) days after notice from Landlord, the Landlord may terminate this Lease immediately. SECTION 13. SUBLETTING; ASSIGNMENT The Tenant shall be allowed to sublet a portion of the Premises to another entity or individual(s) ("Sub -Tenant") for a period of 2 months or less and Tenant does not need the Lessor's consent. If the Tenant seeks to sublet a portion of the Premises to a Sub -Tenant for a period of time greater than 2 months, then the Tenant must be have the written consent of the Landlord and such consent shall not be unreasonably withheld. For all subleases, the Tenant shall obtain a certificate of insurance from the Sub -Tenant prior to commencement of the sublease, naming the City of Evanston as an additional insured for the period of occupancy. If Tenant, or any one or more of the Tenants, if there be more than one, shall make an assignment for the benefit of creditors, or shall file for bankruptcy protection, Landlord may terminate this Agreement, and in such event Tenant shall at once pay Landlord a sum of money equal to the entire amount of rent reserved by this Agreement for the then unexpired portion of the term hereby created less the reasonable rental value (as defined in Section 17[G] below) of the Premises as liquidated damages. At Landlord's option, should Landlord consent to any assignment or sublease of the demised Premises, Tenant shall nevertheless remain liable for all terms and conditions of this Agreement until the expiration of the Agreement term stated above. SECTION 14. SURRENDER OF PREMISES; HOLDING OVER Tenant will, at the termination of this Lease, leave the Premises in as good condition as they are in at the time of entry by Tenant, except for reasonable use and wear, acts of God, or damage by casualty beyond the control of Tenant. On vacating, Tenant will leave the Premises clear of all rubbish and debris. If Tenant retains possession of the Premises or any part thereof after the termination of the term by lapse of time or otherwise, then Landlord may at its option within thirty days after termination of the term serve written notice upon Tenant that such holding over constitutes the creation of a month to month tenancy, upon the terms of this Agreement. Tenant shall also pay to Landlord all damages sustained by Landlord resulting from retention of possession by Tenant. The provisions of this paragraph shall not constitute a waiver by Landlord of any right of re-entry as hereinafter set forth; nor shall receipt of any rent or 111 any other act in apparent affirmation of tenancy operate as a waiver of the right to terminate this Agreement for a breach of any of the covenants herein. SECTION 15. INDEMNIFICATION AND LIENS A. LIENS AND ENCUMBRANCES: The Tenant will hold the Landlord harmless from all claims, liens, claims of lien, demands, charges, encumbrances or litigation arising out of any work or activity of Tenant on the Premises. Tenant will, within sixty (60) days after filing of any lien, fully pay and satisfy the lien and reimburse Landlord for all resulting loss and expense, including a reasonable attorney's fees. Provided, however, in the event that Tenant contests any lien so filed in good faith and pursues an active defense of said lien, Tenant shall not be in default of this paragraph. However, in the event of any final judgment against Tenant regarding such lien, Tenant agrees to pay such judgment and satisfy such lien within 60 days of the entry of any such judgment. B. DISCHARGE OF LIEN: If Tenant fails to fully discharge any claim, lien, claim of lien, demand, charge, encumbrance, or litigation, or should proceedings be instituted for the foreclosure of any lien or encumbrance, and if judgment is rendered against Tenant either by a court of competent jurisdiction or by arbitration and Tenant still persists in non-payment of the same within the 60 days set forth above, Landlord will have the right at any time after expiration of the 60-day period, to pay the lien or encumbrance. All amounts so paid will be repaid by the Tenant on demand, together with interest at the rate of _10_% per year from the date of payment and shall be considered additional rent owed to Landlord by Tenant. C. INDEMNIFICATION OF LANDLORD: Except as otherwise provided in this Agreement, and except to the extent caused by the negligence or willful misconduct of Landlord, or its agents, employees or contractors, or by the breach of this Lease by Landlord, Tenant shall protect, defend, indemnify and save Landlord and its officers, directors, agents, attorneys, and employees harmless from and against any and all obligations, liabilities, costs, damages, claims and expenses of whatever nature arising from (i) any matter, condition or thing that occurs in the Premises, which is not the result of Landlord's negligence or willful misconduct, or (ii) any negligence or willful misconduct of Tenant, or its agents, employees or contractors. D. INDEMNIFICATION OF TENANT. Except as otherwise provided in this Agreement, and except to the extent caused by the negligence or willful misconduct of Tenant, or its agents, employees or contractors, or by the breach of this Lease by Tenant, Landlord shall protect, defend, indemnify and save Tenant and its officers, directors, agents, attorneys, and employees harmless from and against any and all obligations, liabilities, costs, damages, claims and expenses of whatever nature arising from (i) any matter, condition or thing that occurs in the Common Facilities, which is not the result of Tenant's negligence, or willful misconduct or (ii) any negligence or willful misconduct of Landlord, or its agents, employees or contractors. SECTION 16. LANDLORD'S RIGHT OF INSPECTION AND REPAIRS Tenant shall allow Landlord or any person authorized by Landlord reasonable access to the Premises during the Business Hours (as defined in Section 3[E]) for the purpose of examining or exhibiting the same, or to make any repairs or alterations thereof which Landlord may see fit to make (provided that Landlord cannot make voluntary alterations or modifications to the Premises without Tenant's consent). If the Tenant does not exercise the Option to renew the Lease and/or will be vacating the Premises at or prior to the end of the Term, Tenant will 12 also allow Landlord to have placed upon the Premises at all times notices of "For Sale" and/or "For Rent" and Tenant will not interfere with the same. SECTION 17. DEFAULT AND REMEDIES A. EVENT OF DEFAULT: Any one of the following events shall be deemed to be an event of default hereunder by Tenant subject to Tenant's right to cure: 1. Tenant shall fail to pay any item of Base Rent at the time and place when and where due and does not cure such failure within five (5) business days after notice to Tenant of such failure; 2. Tenant shall fail to maintain the insurance coverage as set forth herein and does not cure such failure within 10 days after receipt of notice from Landlord; 3. Tenant shall fail to comply with any term, provision, condition or covenant of this Lease, other than the payment of rent, and shall not cure, or commence the good faith cure of any such failure, within fifteen (15) days after written notice to the Tenant of such failure; 4. Tenant shall make a general assignment the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due or shall file a petition in bankruptcy; or B. OCCURRENCE OF AN EVENT: Upon the occurrence of any event of default, Landlord shall have the option to pursue any one or more of the following remedies subject to the laws of the State of Illinois and the Tenant's right to cure: 1. Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, but if Tenant fails to do so, Landlord may, without further notice and without prejudice to any other remedy Landlord may have for possession or arrearages in rent, or damages for breach of contract, enter upon the Premises and expel or remove and with or without notice of such election or any notice or demand whatsoever, this Agreement shall thereupon terminate and upon the termination of Tenant's right of possession, as aforesaid, whether this Agreement be terminated or not, Tenant agrees to surrender possession of the Premises immediately, without the receipt of any demand for rent, notice to quit or demand for possession of the Premises whatsoever and hereby grants to Landlord full and free license to enter into and upon the Premises or any part thereof, to take possession thereof with or (to the extent permitted by law) without process of law, and to expel and to remove Tenant or any other person who may be occupying the Premises or any part thereof, and Landlord may use such force in and about expelling and removing Tenant and other persons as may reasonably be necessary, and Landlord may re -possess itself of the Premises, but such entry of the Premises shall not constitute a trespass or forcible entry or detainer, nor shall it cause a forfeiture of rents due by virtue thereof, nor a waiver of any covenant, agreement or promise in this Agreement contained to be performed by Tenant. Tenant agrees to indemnify Landlord for all loss and damage which Landlord may suffer by reason of such lease termination, whether through inability to re -let the Premises, or through decrease in Rent, or otherwise. 13 2. Landlord may recover from Tenant upon demand all of Landlord's costs, charges and expenses, including the fees and costs of counsel, agents and others retained by Landlord which have been incurred by Landlord in enforcing Tenant's obligations hereunder, subject to Landlord prevailing on its claims. 3. Pursuit of any of the foregoing remedies shall not preclude pursuit of any other remedy herein provided or available to Landlord at law or in equity, or constitute a forfeiture or waiver of any Rent due hereunder or of any damages suffered by Landlord. C. REPOSSESSION OR RELETTING NOT A TERMINATION; LANDLORD'S RIGHT TO TERMINATE NOT FORFEITED: No repossession, operation or re -letting of the Premises or of fixtures and equipment will be construed as an election by Landlord to terminate this Agreement unless a written notice is given by the Landlord to the Tenant. The Landlord may terminate this Agreement if the Tenant remains in default (beyond any applicable notice and cure period). The acceptance of rent, whether in a single instance or repeatedly, after it falls due, or after knowledge of any breach hereof by Tenant, or the giving or making of any notice or demand, whether according to any statutory provision or not, or any act or series of acts except written waiver, shall not be construed as a waiver of Landlord's rights to act without notice or demand or of any other right hereby given Landlord, or as an election not to proceed under the provisions of this Agreement. D. TENANT'S OBLIGATION TO PAY DEFICIENCIES: If rentals received by the Landlord from re -letting the Premises under the provisions of this section are insufficient to pay all expenses and amounts due, Tenant will pay any deficiencies to the Landlord on demand and be declared in default for failure to pay. E. LANDLORD'S RIGHT TO PERFORM TENANT'S DUTIES AT TENANT'S COST: If in Landlord's judgment any default by Tenant will jeopardize the Premises or the rights of Landlord, Landlord may, without notice, elect to cure Tenant's default and Tenant will reimburse Landlord, with interest, on 10-days' notice by Landlord to Tenant. F. LANDLORD'S RIGHT TO TERMINATE AGREEMENT: If there is an event of default by Tenant as stated in Paragraph A of this section, Landlord may, without further notice, terminate this Agreement and all interest of Tenant and may take possession of the Premises by legal proceedings. G. LANDLORD'S RIGHT ON TERMINATION TO RECOVER AMOUNT EQUAL TO RENT RESERVED: If this Agreement is terminated by Landlord due to any event of default by Tenant, Landlord will be entitled to recover from Tenant, at termination, the excess, if any, of the rent reserved in this Agreement for the balance of the term over the reasonable rental value of the Premises for the same period. The "reasonable rental value" will be the amount of rental Landlord can obtain as rent for the balance of the term. H. LANDLORD'S REMEDIES CUMULATIVE: All of the remedies given to Landlord in this Agreement or by law are cumulative, and the exercise of one remedy by the Landlord will not impair its right to exercise any other right or remedy. Landlord shall not look to the property or assets of any direct or indirect partner, member, manager, shareholder, director, officer, principal, employee or agent of Tenant in seeking either to enforce Tenant's obligations under this Agreement or to satisfy a judgment for Tenant's failure to perform such obligations; and none of such parties shall be personally liable for the performance of Tenant's obligations under this Agreement. 14 SECTION 18. TENANT OBLIGATIONS TO COMMUNITY AND ASSOCIATION A. NOYES CENTER TENANT'S ASSOCIATION: The Tenant acknowledges and agrees that it has the right to be a member of the Noyes Center Tenant's Association (the "Association") formed by the tenants of the Property. The Association will provide advisory guidance and opinions to City staff on many issues, including, tenant responsibilities and duties with respect to the Property and its Common Area. The Association is structured to focus on certain tasks and advise the City on issues such as the following examples: (a) Provide answers to general questions about offerings by Noyes tenants and directions to studios; (b) Review requirements for community service of tenants annually and make recommendations to the City for any additions or changes; (c) Review subleases of tenants; (d) Review proposed annual operating budget for Center and proposed rental increases; (e) Review annual and five year capital improvement program for Center and make recommendations to City on spending priorities; and (f) Review applications of new tenants at Noyes and make recommendations to City on spending priorities. B. COMMUNITY ENGAGEMENT: Tenant may develop reasonable set programs (e.g. donated tickets for certain events, community theater events [including use of theater or other portions of the Premises by other not -for -profit organizations], and scholarships) to be a steward for the arts in the community. For 2014, community engagement programs will be voluntary and any future leases will contain a mandatory participation component. SECTION 19. REMOVAL OF OTHER LIENS In event any lien upon Landlord's title results from any act or neglect of Tenant and Tenant fails to remove said lien within thirty (30) days after Landlord's notice to do so, Landlord may remove the lien by paying the full amount thereof or otherwise and without any investigation or contest of the validity thereof and Tenant shall pay Landlord upon request the amount paid out by Landlord in such behalf, including Landlord's costs, expenses and reasonable attorney's fees. If Tenant demonstrates to Landlord that Tenant is contesting the validity of said lien in good faith, then Landlord shall allow Tenant to so contest such lien until either Tenant either abandons such contest or a final verdict is reached in a court of competent jurisdiction. Any amount advanced on behalf of Tenant shall be paid to Landlord by Tenant within 30 days after such advancement is made together with interest at 9% per annum and such amount shall be considered additional rentals (including any overage provided in either of the two [2] immediately preceding years). SECTION 20. REMEDIES NOT EXCLUSIVE The obligation of Tenant to pay the rent reserved hereby during the balance of the term hereof, or during any extension hereof, shall not be deemed to be waived, released or terminated, by the service of any five-day notice, other notice to collect, demand for possession, or notice that the tenancy hereby created will be terminated on the date therein named, the institution of any action of forcible detainer or ejectment or any judgment for possession that may be rendered in such action, or any other act or acts resulting in the termination of Tenant's right to possession of the Premises. The Landlord may collect and receive any rent due from Tenant and payment or receipt thereof shall not waive or affect any such notice, demand, suit or judgment, or in any manner whatsoever waive, affect, change, modify or alter any rights or remedies which Landlord may have by virtue hereof. 15 SECTION 21. EXPENSES OF ENFORCEMENT Tenant, if Landlord is the prevailing party, shall pay upon demand all Landlord's costs, charges and expenses, including reasonable attorney's fees, agents fees and fees of others retained by Landlord, incurred in enforcing any of the obligations of Tenant under this Agreement, or in any litigation, negotiation or transaction in which Landlord shall, without Landlord's fault become involved through or on account of any action or omission of Tenant regarding this Agreement. Landlord, if Tenant is the prevailing party, shall pay upon demand all Tenant's costs, charges and expenses, including reasonable attorney's fees, agents fees and fees of others retained by Tenant, incurred in enforcing any of the obligations of Landlord under this Agreement, or in any litigation, negotiation or transaction in which Tenant shall, without Tenant's fault become involved through or on account of any action or omission of Landlord regarding this Agreement. SECTION 22. EMINENT DOMAIN A. MORE THAN 30 PERCENT TAKEN: If 30 percent or more of the Premises are taken for a public or quasi -public use, this Agreement will terminate as of the date of the physical taking, and the Parties will be released from all further liability. B. LESS THAN 30 PERCENT TAKEN: If the taking affects less than 30 percent of the Premises, the Landlord will, with reasonable diligence, proceed at Landlord's expense to repair the Premises and place them in tenantable condition within 120 days after the date of the actual physical taking. However, if 25% percent or more of the Premises as a whole is taken, the Landlord may elect to terminate this Agreement, notwithstanding that less than 30 percent of the Premises were taken. On termination, the parties will be released from all further liability under this Agreement. C. ABATEMENT OF RENT: During any repair, Tenant will be required to pay only that part of the fixed minimum monthly rental as the area of the tenantable Premises remaining during repairs bears to the entire area leased. On completion of repairs, the fixed minimum monthly rental will be adjusted in proportion to the repaired area, and Tenant will be required to pay the adjusted fixed minimum monthly rental in accordance this Agreement (attributable to the portion of the Premises taken) and the remainder of the fixed minimum monthly rental shall be forever waived and forgiven by Landlord. D. RIGHT TO CONDEMNATION AWARD: Any award made in any condemnation proceeding for the taking of any part of the Premises will be the sole property of Landlord, except that Tenant can make a claim for the unamortized portion of the cost incurred by Tenant for the Premises Improvements. SECTION 23. GOVERNMENTAL INTERFERENCE WITH POSSESSION Except as expressly set forth in Section 25, Tenant will not be released from its obligation should its possession of the Premises be interfered with by adoption of any law, ordinance, resolution, regulation or act of any legal or governmental authority. Further, Tenant will not be released by any order of abatement or judgment preventing use of the premises on the ground that the Premises or the business operated there constitutes a legally recognized nuisance. 16 SECTION 24. PEACEFUL ENJOYMENT Landlord covenants and warrants that it is the owner of the Property and Premises, and that Tenant, on payment of rents and performance of the conditions, covenants, and agreements to be performed by it, may enjoy the Premises without interruption or disturbance. Landlord covenants, represents and warrants that there is no mortgage, deed of trust or similar encumbrance affecting the Property, as of the date hereof. SECTION 25. EFFECT OF WAIVER OF BREACH OF COVENANTS No waiver of any breach of any condition of this Agreement will be construed to be a waiver of any other breach of provision, covenant or condition. SECTION 26. AMENDMENTS TO BE IN WRITING This Agreement may be modified or amended only in writing signed by Landlord and Tenant. It may not be amended or modified by oral agreements between the Parties unless they are in writing duly executed by Landlord and Tenant. SECTION 27. PARTIES BOUND Every provision of this Agreement will bind the parties and their legal representatives. The term "legal representatives" is used in its broadest meaning and includes, in addition to assignees, every person, partnership, corporation or association succeeding to any interest in this Agreement. Every covenant, agreement and condition of this Agreement will be binding on Tenant's successors and assignees. Any sublease, concession or license agreement will be subject and subordinate to this Lease. SECTION 28. NOTICES All notices or demands that either party may need to serve under this Agreement may be served on the other party by mailing a copy by registered or certified mail to the following addresses for the parties (or at such other address as the applicable party may designate in a written notice to the other party): If to the City: City Manager 2100 Ridge Avenue Evanston, IL 60201 Fax: 847-448-8083 If to Tenant: with a copy to: Corporation Counsel 2100 Ridge Avenue Evanston, IL 60201 Fax: 847-448-8093 Piven Theatre Workshop Attn: Leslie Brown, Executive Director 927 Noyes Street Evanston, IL 60201 Fax: 847-866-6614 17 Service will be deemed complete at the time of the leaving of notice or within 2 days after mailing. In the event that it appears that Tenant is avoiding the service of any notice and is not present at the Premises for a period of more than 14 consecutive days, notices may be served by posting such notice upon the Premises. Notice shall than be deemed effective 5 days after such posting. SECTION 29. MISCELLANEOUS A. Provisions typed on this Agreement and all riders attached to this Agreement and signed by Landlord and Tenant are hereby made a part of this Agreement. B. Tenant shall keep and observe such reasonable rules and regulations now or hereafter required by Landlord, which may be necessary for the proper and orderly care of the building of which the Premises are a part. C. All covenants, promises, representations and agreements herein contained shall be binding upon, apply and inure to the benefit of Landlord and Tenant and their respective heirs, legal representatives, successors and assigns. D. the rights and remedies hereby created are cumulative and the use of one remedy shall not be taken to excuse or waive the right to the use of another. E. The words "Landlord" and "Tenant" wherever used in this Agreement shall be construed to mean Landlords or Tenants in all cases where there is more than one Landlord or Tenant herein; and the necessary grammatical changes shall be assumed in each case as though full expressed. F. This Agreement and any written and signed Amendments and/or Riders hereto shall constitute the entire agreement between the parties, and any oral representations made by one party to the other are considered merged herein. G. In all cases where Landlord's consent is required, Landlord's consent shall not be unreasonably withheld. H. This Agreement may be executed in multiple copies, each of which shall constitute an original. SECTION 30. VENUE AND JURISDICTION The Parties agree the this Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois and that venue for any disputes shall be in the Circuit Court of Cook County, Illinois. SECTION 31. FORCE MAJEURE Other than for Landlord's and Tenant's obligations under this Lease that can be performed by the payment of money, whenever a period of time is herein prescribed for action to be taken by either party hereto, such time period will be extended by a period equal to the period of any delays in performance by the applicable party due to any of the following events ("Force Majeure"): (i) Acts of God, (ii) strike or other such labor difficulties not specific to any labor issue existing only at the Property, (iii) extraordinary weather conditions greatly exceeding 18 norms for the greater metropolitan area where the Premises located, (iv) extraordinary scarcity of or industry -wide inability to obtain supplies, parts or employees to furnish such services, or (v) or any cause whatsoever beyond a party's control. For purposes of this Section 31, a cause or event shall not be deemed to be beyond a party's control, if it is within the control of such party's agents, employees or contractors. 19 IN WITNESS WHEREOF, both of said Landlord and Tenant have caused this Agreement to be executed as of the date and year first above written by a duly authorized officer or manager of each of the respective parties. Landlord: THE CITY OF EVANSTON, an Illinois home rule municipal corporation Approved as to form: W. Grant Farrar Corporation Counsel By: 71Is//y Its: City Manager, Wally Bobkiewicz By. Tenant: PIVEN THEATRE WORKSHOP an Illinois not -for -profit corporation M Its: 20 STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) The Undersigned, a Notary Public in and for said County in the State aforesaid, do hereby certify that Wally Bobkiewicz, City Manager of the City of Evanston, personally known to me to be the same person whose name is subscribed to the foregoing instrument as such officer, appeared before me this day in person and acknowledged that he signed and delivered such instrument as his own free and voluntary act, and as the free and voluntary act of the City of Evanston, all for the uses and purposes set forth therein. Given under my hand and notarial seal on .2014. Notary Public My Commission Expires: STATE OF ILLINOIS ) SS. COUNTY OF COOK ) The Undersigned, a Notary Public in and for said County in the State aforesaid, do hereby certify that Leslie Brown, Executive Director of The Piven Theatre Workshop, personally known to me to be the same person whose name is subscribed to the foregoing instrument as such officer, appeared before me this day in person and acknowledged that she signed and delivered such instrument as his own free and voluntary act, and as the free and voluntary act of Piven Theatre Workshop, all for the uses and purposes set forth therein. Given under my hand and notarial seal on , 2014. My Commission Expires: Notary Public 21 I0:/IDI_illi1 LEGAL DESCRIPTION OF PROPERTY PARCEL 1: BLOCK 1 IN TAIT'S SUBDIVISION OF BLOCK 4 OF ORRINGTON ADDITION TO EVANSTON, A SUBDIVISION OF THAT PART EAST OF THE CENTER LINE OF RIDGE AVENUE OF THE SOUTH '/2 OF THE NORTH '/2 OF THE SOUTH WEST %, AND THAT PART BETWEEN THE WEST LINE OF BLOCK 92 OF THE VILLAGE OF EVANSTON AND THE CHICAGO, EVANSTON AND LAKE SUPERIOR RAILROAD OF THE NORTH '/2 OF THE NORTH 'h OF THE SOUTH '/z OF THE SOUTH WEST % OF SECTION 07, TOWNSHIP 41 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS; PARCEL 2: LOTS 12 TO 21, BOTH INCLUSIVE, IN BLOCK 2 IN TAIT'S SUBDIVISION OF BLOCK 4 OF ORRINGTON ADDITION TO EVANSTON, ACCORDING TO THE PLAT OF SAID TAIT'S SUBDIVISION RECORDED MARCH 8, 1906, AS DOCUMENT NUMBER 3829417, TOGETHER WITH THE VACATED ALLEY LYING SOUTH OF AND ADJOINING SAID LOT 12 IN BLOCK 2 IN TAIT'S SUBDIVISION, AFORESAID, ALL IN THE SOUTH WEST '/< OF SECTION 07, TOWNSHIP 41 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS; PARCEL 3: LOTS 1, 2, 3 AND 4 IN BLOCK 1 IN A. BURROUGHS' ADDITION TO EVANSTON, A SUBDIVISION OF THAT PART OF LOT 15 AND THE EAST 145.5 FEET OF LOT 16 LYING WEST OF THE CHICAGO, EVANSTON AND LAKE SUPERIOR RAILROAD IN ASSESSOR'S DIVISION OF FRACTIONAL SECTION 07, TOWNSHIP 41 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH THE VACATED ALLEY LYING SOUTH OF LOT 1 AND NORTH OF THE LOTS 2, 3 AND 4 IN SAID BLOCK 1, ALL IN THE SOUTH WEST '/< OF SECTION 07, TOWNSHIP 41 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS; PARCEL 4: LOTS 1, 2, 3, 4 AND THE EAST 19 FEET OF LOT 5 IN BLOCK 2 IN A BURROUGHS' ADDITION TO EVANSTON, ACCORDING TO THE PLAT OF SAID SUBDIVISION RECORDED APRIL 15, 1893, AS DOCUMENT NUMBER 1850049; TOGETHER WITH THE VACATED 16 FOOT ALLEY LYING EAST OF THE EAST LINE OF LOT 5 AND WEST OF THE WEST LINE OF SAID LOTS 1, 2, 3 AND 4 IN SAID BLOCK 2, ALSO TOGETHER WITH THE VACATED ALLEY LYING SOUTH OF AND ADJOINING SAID LOT 4 IN BLOCK 2, AFORESAID, ALL IN THE SOUTH WEST % OF SECTION 07, TOWNSHIP 41 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS; EXHIBIT B PAGE 1 PARCEL 5: THAT PART OF LOT 16 IN ASSESSOR'S DIVISION OF FRACTIONAL SECTION 07, TOWNSHIP 41 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT A, POINT ON THE NORTH LINE OF NOYES STREET, WHICH IS 323.8 FEET EAST OF THE INTERSECTION OF SAID NORTH LINE OF NOYES STREET WITH THE CENTER LINE OF RIDGE AVENUE; THEN CONTINUING EAST ALONG THE NORTH LINE OF NOYES STREET, 125 FEET; THENCE NORTH 115.5 FEET TO THE SOUTH LINE OF LAND FORMERLY OWNED AND OCCUPIED BY ALONZO BURROUGHS, BEING NOW THE SOUTH LINE OF A. BURROUGHS' ADDITION TO EVANSTON, A SUBDIVISION OF THAT PART OF LOT 15 AND THE EAST 145.5 FEET OF LOT 16 LYING WEST OF THE CHICAGO, EVANSTON AND LAKE SUPERIOR RAILROAD IN ASSESSOR'S DIVISION, AFORESAID; THENCE WEST ALONG THE LAST DESCRIBED LINE, 125 FEET TO THE EAST LINE OF THE WEST 'h OF SAID LOT 16 (BEING ALSO THE EAST LINE OF FOSTER AND KLINE'S ADDITION TO EVANSTON, BEING A SUBDIVISION OF THE WEST '/2 OF THE LOT 16 IN ASSESSOR'S DIVISION, AFORESAID): THENCE SOUTH ALONG THE LAST DESCRIBED LINE, 115.5 FEET TO THE PLACE OF BEGINNING, ALL IN THE SOUTH WEST % OF SECTION 07, TOWNSHIP 41 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS; PARCEL 6: LOTS 3 AND 4 IN FOSTER AND KLINE'S ADDITION TO EVANSTON, BEING A SUBDIVISION OF THE WEST '/2 OF LOT 16 IN ASSESSOR'S DIVISION OF FRACTIONAL SECTION 07, TOWNSHIP 41 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS; PARCEL 7: ALL THAT PART OF VACATED ERVIN COURT LYING SOUTH OF THE SOUTH LINE OF COLFAX STREET AND NORTH OF THE NORTH LINE OF NOYES STREET, SAID ERVIN COURT HAVING BEEN VACATED BY CITY OF EVANSTON ORDINANCE DATED NOVEMBER 23, 1931, AND RECORDED MARCH 23, 1932, AS DOCUMENT NUMBER 11063489, ALL IN THE SOUTH WEST '/4 OF SECTION 07, TOWNSHIP 41 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. Real property address: 927 Noyes, Evanston, Illinois 60201 PINA 1-07-114-027-0000 EXHIBIT B PAGE 2 EXHIBIT B NOYES CULTURAL ARTS CENTER PROPERTY FEES SCHEDULE