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HomeMy WebLinkAbout070-R-22 Authorizing the City Manager to Sign a Lease Amendment with 633 Outpost, LLC at 633 Howard Street (“Estacion”)09/12/2022 70-R-22 A RESOLUTION Authorizing the City Manager to Sign a Lease Amendment with 633 Outpost, LLC at 633 Howard Street ("Estacion") WHEREAS, in November 2019, the Evanston City Council approved Ordinance 141-0-19, authorizing the City to enter into a lease agreement with 633 Outpost, LLC for property located at 633 Howard Street in Evanston, Illinois; and WHEREAS, 633 Outpost, LLC plans to operate a restaurant called Estaction at the property, but construction delays and the pandemic delayed the restaurant opening; and WHEREAS, 633 Outpost, LLC has made some rental payments to the City but has been unable to consistently make rental payments; and WHEREAS, the parties have negotiated an amendment to the original Lease that provides for a new payment schedule, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS: SECTION 1: That the foregoing recitals are hereby found as fact and incorporated herein by reference. SECTION 2: The City Manager is hereby authorized to sign the Amendment to Lease Agreement, attached hereto as Exhibit A. SECTION 3: That this Resolution 70-R-22 shall be in full force and effect from and after its passage and approval in the manner provided by law. —1— Page 1 of 28 Doc ID: 101775fe76461ad9bad a804fae8578b59fbead97 70-R-22 Attest: Stephanie Mendoza, City Clerk Adopted: September 12 , 2022 hanul 8vJ Daniel Biss, Mayor Approved as to form: ✓✓cckolas �. CanUn�gs Nicholas E. Cummings, Corporation Counsel -2- Page 2 of 28 Doc ID: 101775fe76461ad9bada804fae8578b59fbead97 70-R-22 EXHIBIT A LEASE AMENDMENT -3- Page 3 of 28 Doc ID: 101775fe76461ad9bada804fae8578b59fbead97 AMENDMENT TO LEASE AGREEMENT THIS AMENDMENT TO LEASE AGREEMENT ("Lease Amendment"), is made and entered into as of , 2022, by and between the City of Evanston, an Illinois municipal corporation ("Landlord"), and 633 Outpost, LLC, an Illinois limited liability corporation ("Tenant"). Landlord and Tenant may be referred to collectively as the "Parties". RECITALS A. On November 18, 2019 City Council enacted Ordinance 141-0-19, which authorized the City to enter into a lease agreement with Tenant for the real property located at 633 Howard Street, Evanston, Illinois (the "Lease"). B. Due to COVID-19 and construction delays, Tenant had to delay the restaurant opening and has been unable to consistently make rental payments. C. Tenant has paid Landlord $5,000.00 in rent to date ("Payments To Date"). Total Rent due from Tenant to Landlord for the original term is to total $145,000.00. D. The Parties subsequently negotiated new terms to the Lease that provides for a new payment schedule for Tenant. NOW THEREFORE, in consideration of the premises set forth above, and the mutual agreements hereinafter set forth below, it is hereby agreed by and between the parties hereto as follows: INCORPORATION OF RECITALS The representations set forth in the foregoing recitals are material to this Lease Amendment and are hereby incorporated into and made a part of this Lease Amendment as though they were fully set forth in this Article 1. 2. MODIFICATIONS TO THE AGREEMENT Paragraph 3(A) is replaced with the following language: A. Fixed Rent: Beginning October 1, 2022, Tenant shall pay to Landlord monthly rent installments of Three Thousand Dollars ($3,000). Effective January 1 each year — including for the January payment --the monthly rent shall be increased by seventy-five dollars ($75). The amount of increase for the following year(s) shall hereafter be referred to as Adjusted Rent. Tenant shall make these Adjusted Rent payments for the remainder of the term of the Lease. If Tenant chooses to exercise its Lease Extension option pursuant to paragraph 2(b), Tenant shall continue to pay Landlord Adjusted Rent until the Tenant has paid Landlord an aggregate total of $145,000, inclusive of the "Payments to Date". Once the aggregate total has been paid, then Adjusted Rent will be reduced by five hundred dollars ($500) per month subject to the continued annual monthly rent increase of seventy five dollars ($75) for the January payment following the reduction. Page 4 of 28 Doc ID: 101775fe76461ad9bad a804fae8578b59fbead97 If Tenant does not exercise its Lease Extension option, then Tenant shall pay the balance of the $145,000 total aggregate rent due (the balance being $145,000 less the Payments to Date and all subsequent monthly rental payments) to Landlord on or before the date of termination. Any part of the $10,000 Tenant Improvement Allowance that has not been used by the Tenant and repaid to Tenant by the City may be applied by the Tenant at any time to offset any rent obligations. 3. MISCELLANEOUS PROVISIONS a. Except as specifically amended herein, all of the terms, covenants, representations, warranties, conditions and stipulations contained in the Lease Agreement are ratified and confirmed in all respects and shall continue to apply with full force and effect. b. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Lease Agreement. C. This Lease Amendment may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. d. A facsimile signature shall be deemed an original signature. e. This Lease Amendment shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. [REMAINDER OF THE PAGE LEFT INTENTIONALLY BLANK] Page 5 of 28 Doc ID: 101775fe76461ad9bad a804fae8578b59fbead97 IN WITNESS WHEREOF, this Lease Amendment approved and executed by the parties as of the date and year first above set forth above. TENANT: LANDLORD: 633 Outpost, LLC, an Illinois limited City of Evanston, an Illinois municipal liability corporation corporation By: 633 Outpost, LLC By: Sign: Print Name: Its Print Name: Its: Page 6 of 28 Doc ID: 101775fe76461ad9bada804fae8578b59fbead97 EXHIBIT 1 Lease Agreement Page 7 of 28 Doc ID: 101775fe76461ad9bada804fae8578b59fbead97 THIS LL-':1SIE _1GREE.M NT is made this L2 day of t . -�, 2019, by and bcntccn CITY OF EVANSTON ("Landlord"), an Illinois municipal corpor;ition and 633 Outpost, LLC, an Illinois limited liability company, d/b/a "Estacion". ("Tcnant'�. WITNESSETH: 1. PROPERTY ;a) Property. Landlord is the fee simple owner of certain real propert- at 633 Howard Street, Evanston, Illinois 60202, legally described in Exhibit A attached hereto and incorporated herein (the "Property"). 'llic Property has a total of approximately 3,20E square feet of land, improved arith a 2,649 square foot one-story building ("Building' . Landlord does hereby lease the Premises to Tenant, for Tenant's exclusive use and control, together Ulth all appurtenances thereto, pursuant to the terms and conditions of this Lease. During this Lease 'Perm, the Property and Building «till be collectively referred to as "Premises"_ ,b) Parking. This Lease does not include the; exclusive use of any on -street parking, There are 3 parking Spaces in the back of the Rtulding off of the alley for "Tenant's exclusive use for employee parking and loading space:. Tenant is responsible for enforcing the exclusive use of the Parking spaces and contacting a tow company, if appropriate. 2. TERM (a) Primary Term. Subject to the provisions of this Lease, the "Primary Term" must be for a }ears 160 months) and must commence on December 1, 2019 and expire on November 30, 2024. (b) Extended Lease Term. Provided Tenant is not othen�,ise in default beyond any applicable cure period, replaced or othern-tse amended such that Tenant is still permitted to conduct the Permitted Use from the Premises, Tenant may request one exrcnsion of the Lease ("Lease Extension") for two (2) years, upon the same terms, covenants, and conditions, except for the Rental Rate which will increase according to the scheduled outlined in Paragraph 3. The Lease Extension may be requested by Tenant delivering to Landlord written notice of such request, nor less than one hundred twenty (120) days prior to the expiration of the term. The exercise by Tenant of the Lease Extension mutt not be deemcd to impose upon Tcnanr any dury or obligation to renew for any further period of time. The Primary Term together with the Lease Extension is referred to heron collectively as the "Term". (c) Option to Purchase. (i) Option to Purchase. Tenant initially is a Tcnanr of the Property which is owned by the Landlord. Tenant has an option to purchase the Building and the Property after three (3) years, so long as the Tenant is in compliance «rith the terms of this :\greernenr at the time the option to purchase is exercised (the "Option to Purchase"), Tenant must submit Doc ID: 10 1 775fe76461 ad9bad a804fae8578b59fbead97 written notification to Landlord not less than sir (6) months prior to exercising its Option to Purchase. The provisions of this Lease relating to taking the Property "As Is" (§ 4(1)) and waiver of claims arising under Environmental Laws (§ 27(d)) shall be a condition of purchase and shall survive closing. (6) Purchase Price. The purchase price of the Building and the Property shall be a negotiated price between the Parties, with each Party relying on its own research and valuations, including the appraisal(s) of the Building and Property. If the Parties cannot agree upon a purchase price, then: (a) each Party shall select its own appraiser; (b) the Parties' :appraisers shall select a third appraiser; (c) each of the appraisers shall render an appraisal of the fair market value of the combined Building and Property; and (d) the purchase price will be the middle appraised fair market value. A closing will occur upon the Parties executing a purchase and sale contract ("Building and Property Purchase Agreement") and the subsequent payment of the Purchase Price at a Closing. Tenant shall be given credit towards the purchase price for 44" a of the total rental payments made to Landlord at the time of closing with a maximum rebate of $39,600 toward purchase of the Building and Property. (iii) Delinquencies. Should the Tenant have incurred delinquencies in paying rent with Landlord, the Tenant must pay off those delinquencies prior to any offer to exercise its Option to Purchase. (iv) Sale to Third Parties. During the term of the Lease, if Landlord is presented with any offer to purchase the Property, Tenant shall be granted a right of first refusal to match any accepted offer and a forty-five (45) day period to secure financing from the date the offer is presented to Tenant. If Landlord sells the Property to a third party which has no legal affiliation to the Tenant, as a condition of sale, the new purchaser agrees to be bound by the terms of this Agreement and must have no right to evict Tenant, to vary the terms of this Agreement or to terminate this Lease under any terms other than those contained herein. The third party must stand in the shoes of Landlord and must lionor all obligations of Landlord and all rights of Tenant as provided for herein. 3. RENT (a) fixed Rent. The tenant's first rent payment is due on February 1, 2020 ("Rent Commencement Date'), sixty (60) days after the Lease Commencement Date of December 1, 2019, and every month thereafter due on or before the first of the month. Subject to the terms of this Lease, Tenant agrees to pay to Landlord for lease of the Premises the Rent described below: For Lease Year One, Tenant must pay to Landlord the sum of Twenty Five Thousand Dollars ($25,000) in monthly installments of Twenty Five Hundred Dollars ($2,500). In Lease Years Two, Three, Four, and Five, Tenant must pay to Landlord the sum of Thirty Thousand Dollars ($30,000) in monthly installments of Twenty Five Hundred Dollars (52,500). For every Lease Year subsequent to Lease Year One, the annual rent shall be increased in an amount equal to the Consumer Price Index for that Lease Year. The rent specified in this paragraph 3(a) as adjusted pursuant to paragraph 3(b) below must be deemed "Fired Minimum Rent" for purposes of this Lease. Page 9 of 28 Doc ID: 101775fe76461ad9bad a804fae8578b59fbead97 (b) The Fixed Nlinimum Rent set forth in Section 3(a) above must be adjusted at the beginning of each year during the Term, in an amount equal to the Consumer Price Index for that year. In no event must adjustments be made based on Tenant's improvement of the property. (c) Late Fee and Interest. In the event any sums required hereunder to be paid are not received by Landlord on or before the date the same are due, interest must accrue on all past due sums at an annual rate equal to the lesser of six percent (6.0°-'o) per month. Such interest is deemed Additional Rent and a Tenant obligation to pay. (d) Time and Place of Payment. 'tenant must pay to Landlord Fixed :Minimum Rent in advance, in equal monthly installments, and without prior notice, setoff (unless otherwise expressly permitted herein) or demand, except as otherwise specifically- provided herein, on or before the fifth (5'�) day of each calendar month during the Term hereof to: City- of Evanston Attn: Collector's Office 2100 Ridge Avenue Evanston, IL 60201 4. TENANT IMPROVEMENT: (a) Tenant accepts the Premises in an "As -Is" Condition. The Tenant shall construct all renovations pursuant to a building permit, "Tenant is responsible for submitting for and receiving approval for all necessary permit(s). Attached as Exhibit B is the Site Plan of anticipated Interior Build Out for the Premises. (b) Landlord will provide Tenant a tenant improvement allowance to use to pay for the renovations to the Premises up to Ten Thousand Dollars ($10,000.00) (the "Tenant Improvement Allowance"). Tenant will process the invoices from the contractor and the subcontractors and submit for payment to the Landlord. The Landlord will review the invoices and submit payment directly to the contractors after receipt of alien waiver. (c) Improvement Allowance Payment Requirements: Disbursement payments shall NOT be paid out until: • City Council has approved the Agreement and the Agreement is executed; and • Invoices from the contractor are received and reviewed by City staff; and • Contractor issues partial Lien waivers for the invoices subject to the Tenant Improvement Allowance reimbursement request; and • The Chief Financial Officer or his designee will not issue the disbursement to die Tenant if there is any violation of any law, ordinance, code, regulation, or Agreement term. (d) If Tenant defaults on the terms and conditions of this Agreement or terminates this Agreement for any reason other than the Landlord's willful misconduct which caused the Tenant's departure, the Tenant Improvement Allowance must be reimbursed in full within 30 days of vacating the Premises. Furthermore, the improvements are the property of the City of Evanston Page 10 of 28 y DUC iu. iu f7� fere4e idu5ud�rdev 7 with no right of reimbursement to the Tenant for the Tenant Improvements which were paid for by the City of Evanston. 5. FIXTURES AND EOUIPMENT All trade fixtures and equipment installed by Tenant in or on the Premises (including kitchen equipment, tables and chairs, registers, other equipment, shelving and signs) will remain the property of Tenant and Tenant may remove the same or any part thereof at any time prior to or at the expiration or earlier termination of this Lease. Tenant must repair at its own expense any damage to the Premises caused by the removal of said fixtures or equipment by Tenant. This provision must expressly survive the termination or expiration of this Lease. The fixtures and equipment owned by the Landlord on the Effective Date will remain the property of the Landlord at the conclusion of the Term, these items are listed on Exhibit C. If Tenant exercises the Option to Purchase outlined in Paragraph 2(c), Tenant may purchase the items following valuation of each item. G. USE OF PREMISES (a) Permitted Use. Tenant must have the right, subject to applicable Federal, State and local laws, including Environmental Laws (as hereafter defined) and the terms of this Lease, to use the Premises for the following purpose(s): to operate a commercial restaurant and uses incidental thereto to operation of a commercial restaurant, and no part of the Property will be used for any other purpose without the prior written consent of the City (herein collectively "Permitted Use"). (b) Tenant Exclusive Use of Premises. Landlord covenants and agrees that it has no rights to use, modify, alter or lease any portion of the Building or Property other than as expressly provided in this Lease. 7. MAINTENANCE (a) Maintenance, Repair and Replacement Responsibilities of Landlord: Landlord is responsible for all structural and load bearing columns, roof, delivering a working HVAC system and will pay for major repairs to the HVAC system, interior sprinkler and fire safety- system within the Building, windows and all soffits, and all structural elements of the Building. Landlord will not be responsible for major repairs that arise out of Tenant's poor maintenance of the FIVAC, interior sprinkler and fire safety systems. The Patties will conduct annual inspections to ensure the property is maintained in good working order. (b) Maintenance and Repair Responsibilities of Tenant: Tenant is responsible for all maintenance and repair responsibilities that are not outlined in Paragraph i (a) above, including but not limited to: exterior lighting, signage, bathroom fixtures and associated plumbing and sewer pipes, kitchen fixtures and associated plumbing, bar equipment, lighting equipment and electrical systems, security systems, telecommunications systems and other non-structural elements. Tenant must maintain, at Tenant's expense, the HVAC system as required by HV.1C system manufacturer to maintain system performance and warranty requirements (at Tenant's expense). Tenant is Vested with control over the HVAC system on a daily basis and will not contact the City of Evanston Facilities team for maintenance, minor repairs or emergency service. Tenant is also responsible for Page 11 of 28 Doc ID: 101775fe76461ad9bada804fae8578b59fbead97 ensuring the interior sprinkler and fire safety system is in good working order, with annual inspections required and ensure that all repair work needed is performed. Copies of testing and inspection paperwork should be distributed to Landlord's Facilities Illanagement Nlanager, Sean Ciolek, for proof of compliance. (c) All refuse associated with Tenant's use must be placed in appropriate containers for disposal. Tenant cannot dispose of construction building materials in the standard refuse containers and must arrange for special pick-ups and containers for said materials. A refuse container for regular refuse will be located at the Property in reasonable proximity to the Building. Tenant will contract to have trash hauled from such container with reasonable frequency. (d) 'Tenant is responsible for snow, ice removal and leaf removal and general upkeep of the exterior of the Building along the sidewalk and other carriage walks to and from the Building. The snow must be moved to a suitable area on the Premises to allow for use of the sidewalk. . (e) The Tenant will at all times maintain all of the Property in a clean, neat and orderly condition. The Tenant will not use the Property in a manner that will violate or make void or inoperative any policy of insurance held by the Landlord. (f) Tenant must yield the Premises back to Landlord, upon the termination of this Lease, whether such termination must 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 casualty and reasonable wear and tear accepted. Tenant must make all necessary repairs and replace broken fixtures with material of the same size and quality as that broken. If, however, the Premises must 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 Lease 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 must not cause or permit any waste, misuse or neglect of the water, or of the neater, gas or electric futures. (g) Tenant will keep all leasehold improvements in compliance with all laws and regulations during the entire Term of taus Lease, except for repairs required of the Landlord to be made and damage occasioned by fire, wind or other causes as provided for in this Lease. 8. PAYMENT OF TAXES (a} Definition. For purposes hereof, "Taxes" must mean real property taxes and "Assessments" must mean assessments, general and special, foreseen and unforeseen, for public improvements levied or assessed against the Premises and the improvements thereon for that portion of the Term. (b) Payment. If the Cook County Assessor assesses taxes upon the Premises or Leasehold, the taxpayer shall be responsible for payment of any such taxes during their Lease term. Page 12 of 28 — — Doc ID: 101775fe76461 ad9bada804fae8578b59fbead97 9. DAMAGE AND DESTRUCTION (a) Casualtyy. If the Premises must be damaged by fire or other casualty by an Act of God ('Casualty'), Landlord must, within one hundred eighty (180) days after such damage occurs (subject to being able to obtain all necessary- permits and approvals, including, without limitation, permits and approvals required from any agency or body administering environmental laws, rules or regulations, and taking into account the time necessary to effectuate a satisfactory settlement with any insurance company) repair such damage at Landlord's expense and this Lease must not terminate. If the foregoing damage is due to the negligence or willful misconduct of Tenant, then Landlord must look first to the insurance carried by Tenant to pay for such damage. Notwithstanding (i) any oilier provisions of the Lease to the contrary, and (ii) any legal interpretation that all improvements become part of the realty upon being attached to the Premises, following a Casualty, die Landlord must be responsible only for restoring the Premises to building standard levels of improvement at the time of execution of this Lease and must not include the tenant improvements completed and installed following execution of this Lease, and the tenant must be responsible for insuring and replacing the above building standard tenant improvements or betterments that made the Premises "customized" for Tenant's use. Customized improvements include, but not limited to: any and all theatre equipment and fixtures, alarm censored doors, wood flooring, and custom cabinetry. Except as otherwise provided herein, if the entire Premises are rendered untenantable by reason of any such damage, or if Tenant cannot utilize Property and Building for its intended use by reason of any damage of any size or scope whatsoever, then all Fixed Minimum Rent and Additional Rent must abate for die period from the date of the damage to the date the damage is repaired, and if only a part of the Premises are so rendered untenantable but the damage does not prevent Tenant from utilizing the Property for its Permitted Use, the Fired Minimum Rent and Additional Rent must abate for the same period in the proportion that the area of the untenantable part bears to the total area of the Premises; provided, however, that if, prior to the date when all of the damage has been repaired, any part of the Premises so damaged are rendered tenantable and must be used or occupied by or through Tenant, then the amount by which the Fixed N-linimum Rent and Additional Rent abates must be apportioned for die period from the date of such use or occupancy to die date when all the damage has been repaired. (b) Repair to Leasehold Improvements., Landlord must have no obligation to repair damage to or to replace any leasehold improvements, Tenant's personal property or any other property- located in the Premises, and Tenant must within sixty (60) days after the Premises is sufficiently repaired so as to permit the commencement of work by Tenant, commence to repair, reconstruct and restore or replace the Premises (including fixtures, furnishings and equipment) and prosecute the same diligently to completion. Notwithstanding the foregoing, Tenant's Fixed Minimum Rent and Additional Rent must continue to be abated as provided in Section 9(1) above, until the Property is once again suitable for its Permitted Use. (c) Termination Right. Notwithstanding any provision contained herein to the contrary, Tenant must have the option and right to terminate this Lease if, (a) the Premises must be so damaged by Casualty that it cannot be fully repaired within one hundred eighty (180) days after the date of age o Doc ID: 101775fe76461ad9bad a804fae8578b59fbead97 damage; (b) during the last eighteen (18) months of the Term of tiv, Lease, the Premises is damaged by a Casualty in amount exceeding thirty-three and one-third percent (33.33°•'a) of the square footage of the Premises or a lesser amount (no matter how small) that leaves Tenant unable to utilize the Premises for their Permitted Use, provided that, in such event, such termination of this Lease must be effected by written notice within ninety (90) days of the happening of the Casualty causing such damage. This provision must expressly survive the termination or expiration of this Lease. 10. INSURANCE (a) Tenant Insurance Obligations: Tenant agrees to maintain a policy or policies of commercial general liability insurance written by an insurance carrier rated at least Class A or better in Bests Key Rating Guide of Property -Casualty Insurance Companies and licensed to do business in the state in which the Premises is located which must insure against liability for injury- to and/or death of and/or damage to personal property and the Premises of any person or persons, with policy limits of not less than $2,000,000.00 general aggregate coverage and $1,000,000 per single occurrence for any injury to or death of any number of persons or for damage to property of others nor arising out of any one occurrence. Tenant's policy must cover the Premises, its personal property and the business operated by Tenant and must name the City- of F-vanston as an additional insured. (b) Landlord Insurance Obligations: Landlord is self -insured up to $1.25 I`iillion and agrees to maintain an excess policy or policies of commercial general liability insurance over the self -insured limit written by an insurance carrier with a rating at least Class A or better in the Bests Key Rating Guide and licensed to do business in the state in which the Premises is located which must insure against liability for injury to and/or death of and/or damage to the Premises , with policy limits of not less than S3,000,000.00 combined single Brut.. Landlord's policy must name Tenant as an additional insured. Subject to the terms of Paragraph 9(a), Landlord must maintain fie and casualty insurance covering the entire Premises and anti alterations or improvements made by Landlord thereto in ,in amount not less than their full replacement cost from time to time during die Term, providing protection against any peril included within the classification of "all risks". (c) Witlun thirty (30) days after written request, each of the parties agrees to deliver to the other a certificate of insurance as evidence that the policies of insurance required by this Section 10 have been issued and are in effect. (d) Waiver of Subrogation. Neither Landlord nor Tenant must be liable to the other or to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage to any building, structure or other tangible property, or any resulting loss of income for property or general liability losses, even though such loss or damage might have been occasioned by the acts or omissions of such party, its agents, contractors or employees. Landlord or Tenant must look exclusively to the proceeds of insurance carried by it or for its benefit in the event of any damage or destruction to its property located on the Premises. Notwithstanding anything to the contrary contained herein, Landlord and Tenant hereby release and waive any and all rights of recovery, claim, action or cause of action, against the other, or its respective directors, shareholders, officers, agents, invitees and employees, for any loss or damage that may occur to the property or the equipment, fixtures and improvements comprising any part of the Premises, by reason of fire, the elements, or any other cause which could be insured against under the terms of an "all risk" fire Page 14 of 28 Doc ID: 101775fe76461ad9bad a804fae8578b59fbead97 insurance policy, in the state where die Premises is located, regardless of cause or origin, including negligence of the parties hereto, their agents, officers, invitees and employees. Subject to die provisions of die Lease, no insurer of a party hereunder must ever hold or be entitled to any claim, demand or cause of action against Tenant by virtue of a claim of loss paid under any such insurance policies, whether such insurer's claim be in the nature of subrogation or otherwise. The waivers provided pursuant to this paragraph must not operate to die extent that they would void coverage under the provisions of any policy of insurance. 11. INDEMNIFICATION (a) Indemnification of Landlord. Except as otherwise provided in this Lease, and except to the extent caused by the negligence of Landlord, or its agents, employees or contractors, or by the breach of this Lease by Landlord, Tenant must 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, attorneys fees and expenses of whatever nature arising from (i) any matter, condition or thing that occurs in the Premises, which is not die result of Landlord's negligence or willful misconduct or an Act of God or an act of a third party, (ii) any negligence or willful misconduct of Tenant, or its agents, employees or contractors, or its sub -lessee; or (iii) Landlord's breach occasioned wholly or in part by any act, omission of Tenant, its agents, employees, contractors or servants. The provisions of this Section must survive the expiration or earlier termination of this Lease only with respect to any damage, injury or death occurring before such expiration or earlier termination. (b) Indemnification of Tenant. Except as otherwise provided in this Lease, and except to the extent caused by the negligence of Tenant, or its agents, employees or contractors, or by the breach of this Lease by Tenant, Landlord must protect, defend, indemnify and save Tenant and its officers, or employees from and against any and all obligations, liabilities, costs, damages, claims and expenses of whatever nature arising from any act, omission or negligence of Landlord, its agents, employees, contractors or servants; The provisions of this Section must survive the expiration or earlier termination of tlus Lease only with respect to any damage, injury- or death occurring before such expiration or earlier termination. The provisions of this Section do not extend to any sublessee of Tenant. 12. Intentionallv Omitted. 13. UTILITIES Tenant must pay during the Term hereof directly to the appropriate utility company or governmental agency all electric, water, gas, telephone and other public utility charges in connection with its occupancy and use of the Premises, including all costs of operating and maintaining all equipment therein, all business licenses and similar permit fees but excluding any installation costs, tap fees and/or connection fees or charges, with no right of reimbursement from die Landlord. All utilities must be paid pursuant to separate meters measuring Tenant's consumption of utilities from the Premises, which meter fee must be Landlord's obligation at its sole cost and expense. Landlord must not be liable to Tenant for damages or otherwise (i) if any utilities must become unavailable from any public utility company, public authority or any other person or entity- supplying or Page 15 of 28 Doc ID: 101775fe76461ad9bada804fae8578b59fbead97 distributing such utility, or (ii) for any interruption in any utility service (including, but without limitation, any heating, ventilation or air conditioning) caused by the making of any necessary repairs or improvements or by any cause beyond Landlord's reasonable control, and the same must not constitute a default, termination or an eviction. Tenant assures Landlord that it must arrange for an adequate supply of electricity to the Premises and it must pay for any increased voltage and any additional wiring requured addressing the increased capacity. Tenant will not be responsible for die water bill until the temporary certificate of occupancy is issued. 14. COVENANTS AGAINST LIENS Tenant covenants and agrees that it must not, during tlhe Term hereof, suffer or permit any lien to be attached to or upon the Property or the Premises by reason of any act or omission on the part of Tenant or its agents, contractors or employees. In the event that any such lien does so attach, and (i) is not released within thirty (30) days after notice to Tenant thereof, or (h) if Tenant has not bonded such lien within said thirty (30) day- period, Landlord, in its sole discretion, may pay and discharge the same and relieve the Premises or the Property therefrom, and Tenant agrees to repay and reimburse Landlord upon demand for tlhe amount so paid by Landlord and for other reasonable costs incurred by Landlord in discharging and relieving said lien. 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 must not be in default of tlhis paragraph. I-Iowever, 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. 15. ASSIGNMENT AND SUBLETTING (a) Assignment. Tenant must not have the right to assign this Lease, transfer and grant concessions or licenses ("Transfer") in all or any part of the Premises without the Landlord's written consent and City Council approval by Ordinance. No Transfer must relieve Tenant from any nf its ohligitinns as Tenant hereunder. ]very- such assignment or sublease must recite that it is and must be subject and subordinate to the provisions of this Lease, and the termination or cancellation of this Lease must constitute a termination and cancellation of every such assignment or sublease. Notwithstanding tlhe foregoing, Landlord agrees tlhat no merger, consolidation, corporate reorganization, or sale or transfer of Tenant's assets or stock (specifically including any inter -family or inter -company transfers), redemption or issuance of additional stock of any class, or assignment or sublease to any person or entity which controls, is controlled by or is under common control with Tenant, must be deemed a Transfer hereunder. 16. NOTICES Any notices required to be given hereunder, or which either party hereto may desire to give to the other, must be in writing. Such notice may be given by reputable overnight delivery service (with proof of receipt available), personal delivery or mailing the same by United States mail, registered or certified, return receipt requested, postage prepaid, at the following addresses identified for Landlord Page 16 of 28 Doc ID: 101775fe76461ad9bad a804fae8578b59fbead97 and Tenant, or to such other address as the respective parties may from time to time designate by notice given in the manner provided in this Section. If to the Landlord: City of Evanston Attn: City Manager 2100 Ridge Avenue Evanston, IL 60201 If to Tenant: Alarcos Rivera 10031 Lavergne Avenue Skokie, IL 60077 Arturo Orozco 1145 N.Jackson North Chicago, IL 60064 with a copy to: City of Evanston Attn: Corporation Counsel 2100 Ridge Avenue Evanston, IL 60201 with a copy to: Bernard Henry 55 W. Monroe St., Suite 3625 Chicago, IL 60603 For purposes of this Lease, a notice must be deemed given upon the date of actual receipt thereof or the date of proof of rejection thereof if delivered by hand or overnight courier service. 17. RIGHT TO GO UPON PREMISES Landlord hereby reserves the right for itself or its duly authorized agents and representatives at all reasonable times during business hours of Tenant upon at least forty-eight (48) hours prior notice to Tenant and accompanied by a representative of Tenant (which may be the store manager or assistant manager) to enter upon the Premises for the purpose of inspecting the same and of showing the same to any prospective purchaser or encumbrance or tenant, and for the purpose of making any repairs which Landlord is required hereunder to make on the Property, but any such repairs must be made with all due dispatch during normal construction trade working hours, and in such manner as to minimize the inconvenience to Tenant in the conduct of its business, it being agreed that in the event of a necessity of emergency repairs to be made by Landlord, Landlord may enter upon the Premises forthwith to effect such repairs. Notwithstanding the foregoing, in the event that due to an entry by or on behalf of Landlord into the Premises, Tenant's use is materially interfered with and Tenant, from the standpoint of prudent business management, cannot open and operate the Premises for business for two (2) consecutive days, all Fred Minimum Rent and other charges payable by Tenant hereunder must equitably abate commencing after such second (2"a) day, and continuing until such repairs are completed, unless such entry is required as a result of Tenant's negligence or intentional misconduct. 18. DEFAULT (a) Tenant Default. Page 17 of 28 Doc ID: 101775fe76461ad9bad a804fae8578b59fbead97 (i) Gvents of Default. Including, but not limited to, the following events must be deemed to be an "event of default" hereunder by Tenant subject to Tenant's right to cure: a. Tenant must fail to pay any item of fixed Minimutn Rent per Section 3 at the time and place when and where due and does not cure such failure within fifteen (13) business days after receipt of notice from Landlord of such failure; b. Tenant must fail to comply with any other term, provision, covenant or warranty made under this Lease or if any of Tenant's representations and warranties made under this Lease are determined to be untrue, either when made or at any time during; theTerm, by Tenant, and Tenant must not cure such failure within thirty (30) days after Landlord's written notice thereof to Tenant. In the event Tenant cannot comply with such term, provision, or warranty, tvitliin said thirty (30) day- period, 'Tenant must not be in default if Tenant is diligently and continuously malting an effort to comply- with such term, provision, covenant or warranty and Tenant completes the cure of the default; or c. "Tenant must make a general assignment the benefit of creditors, or must admit in writing its inability to pay its debts as they become due or must [tic a petition in bankruptcy. (ii) Remedies. Upon the occurrence of an event of default, Landlord may, so long as such default continues, as permitted by law and subject to Landlord's obligation to use good faith efforts to mitigate damages, either: terminate this Lease by written notice to Tenant, which written notice must specify a date for such termination at least fifteen (15) days after the date of such �,vrttten termination notice and such termination must be effective as provided in such written entice unless Tenant must cure such default within such notice period, or not terminate this Lease as a result of the default of Tenant. If tenant must fail to surrender the Premises upon such termination, Landlord may thereupon, reenter the Premises, or any part thereof, and expel or remove therefrom Tenant and any other persons occupying the same, using such means provided by law; without terminating this Lease, Landlord may evict Tenant (by any means provided by la%v) and let or relet the Premises or any or all parts thereof for the whole or any part of the remainder of die Term hereof, or for a period of time in excess of the remainder of the Term hereof, and out of any rent so collected or received, Landlord must first pay to itself the expense of the cost of retaking and repossessing the Premises and the expense of removing all persons and property therefrom, and must, second, pay- to itself any costs or expenses sustained in securing any new tenant or tenants (provided that such amount must not include any amounts incurred to restore the Premises to more than the condition originally delivered to Tenant), and must third, pay to itself any balance remaining, and apply the whole thereof or so much thereof as may be required toward payment of the liability of Tenant to Landlord then or thereafter unpaid by Tenant; or pursue such other remedies as are available at lacy or in equip. (b) Landlord Default. Should Landlord default in the performance of any covenant, provision, warranty, condition or agreement herein, or if anv of Landlord's representations and warranties Page 18 of 28 Doc ID: 101775fe76461ad9bad a804fae8578b59fbead97 made under this Lease are determined to be untrue, either when made or at any time during die Term, and such default in the case of any failure by Landlord to pay any sum required to be paid to Tenant hereunder, continues for ten (10) business days after notice thereof from Tenant, or in case of any non -monetary default, continues for thirty (30) days after receipt by Landlord of written notice thereof from Tenant (except as otherwise provided herein), or if the default of Landlord is of a type which is not reasonably possible to cure within thirty (30) days, if Landlord has not commenced to cure said default within said thirty (30) day period and does not thereafter diligently prosecute the curing of said default to completion (except as otherwise provided herein), Tenant in addition to any and all other remedies which it may have at law and/or in equity including the right to seek injunctive relief without posting a bond or the obligation to prove irreparable harm, may pay or perform any obligations of Landlord hereunder and deduct the cost thereof from each installment of annual Fixed Minimum Rent payable pursuant to the terms of this Lease; provided, however, in no event must the amount of any such deduction exceed ten percent (10"-o) of the Fixed Minimum Rent payable on a monthly basis; provided, further, Tenant must not have the right to terminate this Lease except as expressly permitted herein. 19. 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 must 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, condition or delay its consent to a sign over the new entrance to the Premises which complies with applicable laws. 20. REPRESENTATIONS AND WARRANTIES (a) Landlord represents, warrants and covenants to Tenant that, to Landlord's knowledge, the following is true as of the Effective Date. (i) all of the Premises is zoned and fit for commercial purposes, and the Permitted Use is permitted under the applicable zoning designation, and that the Premises and Property are presently properly subdivided in conformity with all applicable laws and suitable for the Permitted Use; (ii) Landlord is the fee simple owner of the Premises; (iii) the Premises is subject to no restrictions or continuing regulations of any kind or nature whatsoever incompatible with the Permitted Use and that there are no restrictions in any agreement by which Landlord is bound (including, but not limited to, LandIord's insurance policies) which would adversely affect Tenant's right to use the Premises for the Permitted Use during the Term; Page 19 of 28 Doc ID: 101775fe76461ad9bada804fae8578b59fbead97 (iv) Landlord shall deliver to Tenant on occupancy the Premises in good working order and condition, with roof, parapet walls and foundation watertight, and all utility systems, plumbing, drains and HVAC in functional condition; (v) there are no esceptiuns to title «itlt respect to and/or encumbrances on the Premises which would interfere with Tenants proposed use of the Premises; (vi) Landlord has no notice of any proposed Assessments other than as reflected on the current tax bill; (vii) Landlord has no knowledge of any condition that would preclude Tenant from obtaining all Tenant's permits and licenses necessary for Tenant to open for business and operate for the Permitted Use; (ix) Landlord covenants that it is duly constituted under the laws of the state of Illinois as a murucipal corporation, and the City employee who is acting as its signatory in this Lease is duly- authorized and empowered to act for and on behalf of the municipal corporation; and (x) there are no judicial, quasi-judicial, administrative or other orders, injunctions, moratoria or pending proceedings against Landlord or the Property which preclude or interfere with, or would preclude or interfere utidi, the construction contemplated herein or the occupancy and use of the Premises by Tenant for the purposes herein contemplated. (xi) no tivrd party has the right to object to Tenant's tenancy hereunder, prolubit the selling of any Products sold by Tenant or the uses allowed herein or the right to consent to any feature of the Premises or Tenant's signage. (xii) there are no mortgages, prune Ieases, deeds to secure debt, deeds of trust, or other instruments in the nature thereof, affecting Landlord or its interest in the Premises. (b) "Tenant represents, warrants and covenants to Landlord that, to Tenant's knowledge, the following is true as of the Effective Date: (i) Tenant will apply and obtain all necessary governmental approvals for its Permitted Use. (ii) Execution and performance of this Lease will not (a) violate any judgment or order of Court applicable to or affecting Tenant; (b) breach the provisions of, or constitute a default under, any contract, agreement, instrument or obligation to which Tenant is a party or by which Tenant is bound, or (c) violate or conflict with any law or governmental regulation or permit applicable to Tenant. (c) AH representations and warranties, covenants and indemnities contained in this Lease must survive the expiration or earlier termination of this Lease. 21. HOLDING OVER. END OF TERM Page 20 of 28 Doc ID: 101775fe76461ad9bad a804fae8578b59fbead97 (a) If Tenant must hold possession of the Premises after the expiration or termination of this Lease, at Landlord's option (i) Tenant must be deemed to be occupying the Premises as a tenant from month - to -month at one hundred fifty percent (150"f16) of the Fixed Minimum Rent in effect upon the expiration or termination of the immediately preceding term or (ii) Landlord may exercise any other remedies it has under this Lease or at la-w or in equity including an action for wrongfully holding over. (b) Upon the expiration or sooner termination of this Lease, Tenant must surrender the Premises to Landlord -in as good order, condition and repair as when received by Tenant; ordinary wear and tear, casualty and condemnation excepted. This provision must expressly survive the termination or expiration of this Lease. (c) Any property, equipment, or product remaining in the Premises upon expiration of this Lease must be considered abandoned and property of the Landlord. 22. EXPENSES OF ENFORCEMENT The Parties must bear its own costs, charges, expenses and attorney's fees, and any other fees incurred in the event of a dispute between the Parties. 23. SUCCESSORS IN INTEREST All of the covenants, agreements, obligations, conditions and provisions of this Lease must inure to the benefit of and must bind the successors and permitted assigns of the respective parties hereto. 24. REMEDIES ARE CUMULATIVE Remedies conferred by this Lease upon the respective parties are not intended to be exclusive, but are cumulative and in addition to remedies otherwise afforded by the law. 25. OUIET POSSESSION Upon payment by the Tenant of the minimum, percentage and additional rent and all other sums due hereunder and upon the observance and performance of all covenants, terms and conditions on Tenant's part to be observed and performed, Tenant must peaceably and quietly hold and enjoy the Premises for the Term of this Lease without hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under the Landlord, subject nevertheless, to the terms and conditions of this Lease. 26. ALTERATION (a) ChanVes Required by Law. Any structural changes, alterations or additions in or to the Premises which may be necessary or required by reason of any law, rule, regulation or order promulgated by competent governmental authority must be made at the sole cost and expense of Landlord, including but not limited to asbestos removal and disposal and interior and exterior Page 21 of 28 Doc ID: 101775fe76461ad9bad a804fae8578b59fbead97 compliance with the Americans with Disabilities Act (ADA) etc. Notwithstanding the foregoing, if any such changes, alteration or additions are required as a result of improvements made by Tenant during the Term hereof or due to Tenant's use of the Premises, such changes, alterations or additions must be made at the sole cost and expense of Tenant. Tenant may contest the validity of any such law, rule, regulation or order, but must indemnify and save Landlord harmless against the consequences of continued violation thereof by Tenant pending such contest. (b) Alterations During Term. Tenant is permitted to perform interior, nonstructural alterations to the Premises and to revise the interior layout of the Premises. Tenant must obtain Landlord's written consent to any other alterations or construction which affects the structural nature of the Premises, which consent must not be unreasonably withheld, conditioned or delayed. 27. HAZARDOUS SUBSTANCES (a) Tenant agrees that, except as herein set forth, it must not generate, use, store, handle or dispose of on or transport over the Premises any Hazardous Substances (defined below) in violation of any Environmental Laws (defined below), except as such incidental amounts of Hazardous Substances as may be required for'Tenant to conduct the Permitted Use, but in no instance shall Tenant dispose of Hazardous Substances on the Premises in violation of Environmental Laws. (b) If any time during the Term, Hazardous Substances are found in the Premises or on adjacent property and such Hazardous Substances are not the result of Tenant's use of or work on the Premises, then, in such event, Tenant must have the immediate right to terminate this Lease upon written notice to Landlord. Under no circumstances must Tenant be responsible for remediation or cleanup of any Hazardous Substances on the Premises or adjacent property that were not caused by Tenant, or 'Tenant's subcontractors, agents or employees. Furthermore, with regard to any Hazardous Substances caused by Tenant or its agents, contractors or employees, Tenant must remove same, in compliance with applicable Lm ironmental Lags, at Tenant's sole cost and expense. Tenant must defend, indemnify, and hold Landlord harmless from and against any and all costs, damages: expenses and/or liabilities (including reasonable attorneys' fees) which Landlord may suffer a5 a result of any written demand (-,,-hether or not a suit), claim, suit or action regarding any such Hazardous Substances (whether alleged or real) present due to Tenant and/or regarding the removal and clean-up of same or resulting from the presence of such Hazardous Substances. The representation, warranty and indemnity of Tenant described in this subsection shall survive the termination or expiration of this Lease or purchase of the Property- as provided herein. Other than Hazardous Substances caused by Tenant or its agents, contractors or employees, Tenant shall have no duty whatsoever to remove any Hazardous Substances from the Property. (c) In the event that during tic: Term of this Lease, Tenant is prcvcntcd from performing Tenant's Work and/or Tenant must be unable to operate for a period of thirty (30) days or more for the Permitted Use at the Premises and ceases operating at the Premises as a result of remediation of Hazardous Substances not caused by Tenant or its agents, contractors or employees, and Tenant does not terminate the Lease as provided for in Section 2 7 (b) above, then Fixed Minimum Rent, Additional Rent and all other charges due hereunder must equitably abate until such time as Tenant is able to resume the performance of Tenant's Work and/or the operation of its business in the Premises. Page 22 of 28 Doc ID: 101775fe76461ad9bad a804fae8578b59fbead97 (d) Tenant, for itself and its successors in interest, waives and releases Landlord from any and all past and present claims and causes of action arising from or relating to the presence or alleged presence of Hazardous Substances in, on, under, about or emanating from the Property, including without limitation any claims for cost recovery, contribution, natural resources damages, property damage, consequential damages, personal or bodily injury (including death) or otherwise, under or on account of any violation, or arising under, Environmental Law. (e) The term "Hazardous Substance" includes, without limitation, any material or substance (regardless of whether discarded, recyclable or recoverable) to which liability or standards of conduct are imposed pursuant to Environmental Laws, including, but not limited to (i) any defined, characteristic or listed "hazardous waste", "extremely hazardous waste", "restrictive hazardous waste", "hazardous substance", "hazardous material", "regulated substance", "pollutant", "contaminant" or waste, (ii) petroleum (including crude oil or any fraction thereof, natural gas, liquefied natural gas, synthetic gas or mixtures of natural gas and synthetic gas), (iii) asbestos and any asbestos containing materials, (iv) substances known to cause cancer and/or reproductive toxicity, (v) polychlorinated biphenyls (PCBs) and (vi) radioactive material. The term "Environmental La-,v" means any federal, state or local law, statute, ordinance, rule, regulation, order, consent, decree, judgment or common-law doctrine, interpretation thereof, and provisions and conditions of permits, licenses, plans, approvals and other operating authorizations whether currently in force or hereafter enacted relating to health, industrial hygiene or the environmental conditions on, under or about the Premises or the Property, as such Iaws are amended and the regulations and administrative codes applicable thereto, including, by way of example and without limitation, the following: the Illinois Environmental Protection Act; Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"); the Resource Conservation and Recovery- Act ("RCRr1"); the Clean Air Act; the Clean plater Act; the Safe Water Drinking Act ("SDWA"); the Toxic Substances Control Act; and all state and local counterparts thereto; and any common or civil law obligations including, without limitation, nuisance or trespass. It is the intent of the parties hereto to construe the terms "Hazardous Substance" and "Environmental Law" in their broadest sense. 28. GENERAL CONDITIONS (a) Time is of the essence of this Lease. Any deadlines in this Lease which cannot be met because of delays caused by governmental regulations, inability to procure labor or materials, strikes, acts of God, or other causes (other than financial), beyond the control of Landlord or Tenant ("Farce Majeure") must be extended by the amount of time caused by such delays; provided, however, the payment of rent must not be excused. Notwithstanding anything herein to the contrary, the failure by Landlord to construct the Premises according to building code and/or to receive timely inspections by the necessary authorities due solely to the negligence, misconduct or financial inability of Landlord or Landlord's contractors, employees or representatives must not constitute Force Majeure. In order for Landlord to claim the occurrence of Force Majeure, Landlord must have notified Tenant in writing of such occurrence within twenty (20) business days after the initial occurrence. (b) No waiver of any breach of the covenants, agreements, obligations and conditions of this Lease to be kept or performed by either party hereto must be construed to be a waiver of any succeeding Page 23 of 28 Doc ID: 101775fe76461ad9bad a804fae8578b59fbead97 breach of the same or any other covenant, agrcement, obligation, condition or provision hereof. {c} Tenant must not be responsible for the payment of any commissions in relation to the Ieasing transaction represented by tliis Lease. Landlord and Tenant each covenant that they have not dealt with any real estate broker or finder with respect to this Lease (herein collectively "Brokers"). Each party must hold the other party harmless from all damages, claims, liabilities or expenses, including reasonable and actual attorneys' fees (through all levels of proceedings), resulting from any claims that may be asserted against the other party by any real estate broker or finder with whom the indemnifying party either has or is purported to have dealt, except for the Brokers. (d) The use herein of any gender or number must not be deemed to make inapplicable the provision should the gender or number be inappropriate to the party referenced. All section headings, titles or captions contained in this Lease are for convenience only and must not be deemed part of this Lease and must not in any way limit or amplify the terms and provisions of this Lease. (e) Landlord and Tenant have negotiated this Lease, have had the opportunity to be advised respecting the provisions contained herein and have had the right to approve each and every provision hereof; therefore, this Lease must not be construed against either Landlord or Tenant as a result of the preparation of this Lease by or on behalf of either party. (E) If any clause, sentence or other portion of this Lease must become invalid or unenforceable, the remaining portions thereof must remain in full force and effect. (g) Wherever in this Lease Landlord or Tenant is required to give consent, such consent must not be unreasonably withheld, conditioned or delayed except to the extent otherwise expressly provided herein. (h) If the time for performance of any obligation or taking any action under this Lease expires on a Saturday, Sunday or legal holiday, the time for such performance or taking such action must be extended to the next succeeding day which is not a Saturday, Sundav or legal holiday. If the day on which rent or any other payment due hereunder is payable falls on a Saturday, Sunday or on a legal holiday, it must be payable on the next Succeeding dal «loch is not a Saturday, Sunday or legal holiday. J (i) Each covenant hereunder of Landlord, whether affirmative or negative in nature, is intended to and must bind the Landlord and each successive owner of the Premises and their respective heirs, successors and assigns. (j) There must be no personal liability on Landlord, its elected officials, officers, employees, agents, or any successor in interest with respect to any provisions of this Lease, or amendments, modifications or renewals hereof. Tenant must look solely to the then owner's interest in the Premises (including but not limited to any insurance proceeds, rents, or judgments' for the satisfaction of any remedies of Tenant in the event of a breach by Landlord of any of its obligations hereunder. {I) Landlord hereunder must have the right to assign, sell or transfer Landlord's interest in this Lease or the Premises with consent of Tenant, which must not be unreasonably withheld. In the event of any Page 24 of 28 Doc ID: 101775fe76461ad9bada804fae8578b59fbead97 such transfer, the transferor trust be autornatically relieved of any and all obligations on the part of Landlord accruing from and after die date of such transfer. `ml Tenant acknou-ledges that it will seek to hire qualified Evanston residents for employment in the Tenant's business located at the Premises. fn; The parties agree the this Lease must be governed by and interpreted in accordance with the laws of the State of Illinois and that venue for any disputes trust be in the Circuit Court of Cool: Count}, Illinois. 'nccre are no oral agreements between the parties hereto affecting this Lease, and this Lease supersedes and cancels any and all previous negotiations, arrangements, letters of intent, lease proposals, brochures, agreements, representations, promises, warranties and understandings between tilt parties hereto or displayed by Landlc,rd to 1 enanr with respect to the subject matter thereof, and none thereof must be used to interpret or construe this Lease. This Lease cannot be changed or terminated except by a written instrument subsequently executed by the parries hereto. IN kVJTNI~SS WFIEREFO , the respective parties hereto have executed this Lease by officers or agents thereunto dtth• authorized. The Effective date is the date executed by tl,e City. City of Evanston Sign: Its:n-F�iI'.t� Print Name: 6rkc, Si✓�'P a�pproved as to 10T`n �' Michelle L. Mason-Xl- Corporation ( c1l" 633 Outpost, LLC Sign: Its:��l1,`• J Print Name:—44W/1) Page 25 of 28 Doc ID: 101775fe76461ad9bada804fae8578b59fbead97 EXHIBIT A LEGAL DESCRIPTION LOT 5 {EXCEPT THE EAST .062 FEE I I HEREOF IN BI,OCK I IN NILES HO`t1ARD TERMINAL ADDITION, A SUBDIVISION OF THE SOC.'TFI 6.25 CHAINS (412.50 [=EE`I) OF THAT PART OF THE NORTHEAST V4 OF SECTION 30, TOWNSHIP 41 NORTH, RANGE 14, LYING WEST OF THE RIGHT OF WAY OF THE CHICAGO AND NOOTH WESTERN Rr1ILROAD, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. P. I . N.: 11-30-209-023-0000 Commonly known: 633 Howard Street, Cranston, IL 60202. Doc ID: 101775fe76461ad9bad a804fae8578b59fbead97 EXHIBIT B SITE PLAN Page 27 of 28 Doc ID: 101775fe76461ad9bad a804fae8578b59fbead97 EXHIBIT C FIXTURES AND EQUIPMENT LIST Page 28 of 26 Doc ID: 101775fe76461ad9bad a804fae8578b59fbead97