HomeMy WebLinkAbout003-R-23 Authorizing the City Manager to Enter Into A Parking Lease Agreement with Zoe Life Evanston Labs Owner, LLC at the City Garage Located at 525 Church Street1/09/2023
3-R-23
A RESOLUTION
Authorizing the City Manager to Enter Into
A Parking Lease Agreement with Zoe Life Evanston Labs Owner, LLC
at the City Garage Located at 525 Church Street
WHEREAS, the City of Evanston (”City”) owns a parking garage at the location
commonly known as 525 Church Street in Evanston, Illinois (“Parking Garage”); and
WHEREAS, on March 14, 2022, the City Council enacted Ordinance 15-O-22
which granted a Special Use for a Planned Development (the “Planned Development”)
at 1732-34 and 1740 Orrington Avenue, now with the address 710 Clark Street; and
WHEREAS, Condition J of Ordinance 15-O-22 required the Applicant to sign a
lease agreement for 100 parking spaces in the Parking Garage or any other City-owned
parking facilities within 1,000 feet of 710 Clark Street per Section 6-16-2-1; and
WHEREAS, the City Council of the City of Evanston has determined that the best
interests of the City would be served by leasing parking spaces for residents of the
future development at the Subject Property; and
WHEREAS, pursuant to Section 1-17-4-1 of the Evanston City Code of 2012, the
City Council may authorize leases of parking by resolution,
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF EVANSTON, COOK COUNTY, ILLINOIS THAT:
SECTION 1: The City Manager is hereby authorized and directed to sign, and the
City Clerk hereby authorized and directed to attest on behalf of the City, a lease
between the City and Zoe Life Evanston Labs Owner, LLC for parking in the City
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Parking Garage, 525 Church Street, attached hereto as Exhibit 1, and incorporated
herein by reference.
SECTION 2: The City Manager is hereby authorized and directed to negotiate
any additional terms and conditions of said leases as they may determine to be in the
best interests of the City and in a form acceptable to the Corporation Counsel.
SECTION 3: This resolution shall be in full force and effect from and after the
date of its passage and approval in the manner required by law.
_______________________________
Daniel Biss, Mayor
Attest:
______________________________
Stephanie Mendoza, City Clerk
Adopted: __________________, 2023
Approved as to form:
______________________________
Nicholas E. Cummings, Corporation Counsel
January 23
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EXHIBIT 1
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PARKING LEASE AGREEMENT
FOR PARKING IN THE 525 CHURCH STREET GARAGE BETWEEN
THE CITY OF EVANSTON
AND
ZOE LIFE EVANSTON LABS OWNER, LLC
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TABLE OF CONTENTS
1.Date and Parties 3
2.Leased Parking Spaces 3
3.Lease Term; Extension Options 3
4.Rent 4
5.Proximity Card 4
6.Non-Exclusive Use 4
7.Compliance with Law 4
8.Landlord Maintenance Repair Responsibilities 4
9.Security 5
10.Utilities 5
11.Insurance 5
12.Casualty/Restoration 5
13.Force Majeure 5
14.Assignment, Subletting and Ownership 5
15.Signs 6
16.Tenant Default 6
17.Landlord's Remedies 6
18.Time is of the Essence 6
19.Successors and Assigns 6
20.Quiet Enjoyment 6
21.Prior Agreements/Amendments 6
22.Sale of Property 6
23.Notices 7
24.Titles 7
25.Counterparts 7
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PARKING LEASE AGREEMENT
1. Date and Parties. This Parking Lease Agreement ("Agreement") is made on
this day of 2022, by and between the City of Evanston,
an Illinois municipal corporation ("City" or "Landlord"), and ZoE Life Evanston Labs Owner,
LLC, a Delaware limited liability company ("ZoE " or "Tenant").
2. Leased Parking Spaces. Landlord is the fee owner of certain property legally
described in Exhibit A, attached hereto and incorporated herein, and commonly known as 525
Church Street, Evanston, Illinois 60201 ("Property"), which Property is improved with a parking
garage ("Parking Garage"). Landlord hereby agrees to lease to Tenant and Tenant hereby agrees
to lease from Landlord 100 covered garage parking spaces (the “Parking Spaces”) at the Parking
Garage as follows:
(a) ZoE is the fee owner of certain real property located at 710 Clark Street,
Evanston, Illinois, upon which ZoE will construct, lease and operate a commercial
development as allowed by Ordinance 15-O-22 adopted by the City Council of
the City of Evanston, Illinois on March 14, 2022 (the “Tenant Building”).
(b) ZoE will lease an initial 30 Parking Spaces (the “Initial Spaces”) commencing
upon the date of the issuance of a Temporary Certificate of Occupancy (the
"Lease Commencement Date") for the first tenant at the Tenant Building.
(c) Commencing with the commencement date for each new lease in the Tenant
Building and continuing until the earlier of Building Stabilization (defined below)
and the date that is sixty (60) months after the Lease Commencement Date (the
“Initial 5-Year Period”), Zoe will lease portions of the remaining 70 Parking
Spaces (the “Remaining Spaces”) in proportion with the then-current total
percentage of leased gross floor area occupied in the Tenant Building (e.g., if the
Tenant Building is 50% occupied, the Tenant would lease at total of 65 Parking
Spaces [consisting of the 30 Initial Spaces and 50% of the Remaining Spaces]).
(d) When Tenant Building occupancy reaches 95% (“Building Stabilization”) during
the Initial 5-Year Period, Tenant automatically will lease all 100 of the Parking
Spaces, regardless of the subsequent occupancy of the Tenant Building until
Tenant’s exercise of the Lease Adjustment Option, if applicable.
3. Lease Adjustment Option. Tenant will provide to Landlord by January 31st of
each year parking data, starting from the Lease Commencement Date detailing the number of
parking spaces leased from Landlord and utilized by the tenants in the Tenant Building during
the previous calendar year (“Parking Utilization Data”). At the end of the 18th month following
the building reaching stabilization (as defined above) but no earlier than 36 months following the
issuance of the Temporary Certificate of Occupancy, (the “Lease Adjustment Date”), Tenant
shall have the right to adjust the number of Parking Spaces leased to match the highest number
of vehicles cumulatively leased within the Parking Garage during the twelve (12) months
immediately preceding the Lease Adjustment Date (the “Lease Adjustment Option”). Tenant
may exercise the Lease Adjustment Option by providing written notice of exercise to Landlord
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within one hundred twenty (120) days after the occurrence of the Lease Adjustment Date, and, if
exercised, such adjustment automatically will become effective commencing on the first day of
the next calendar month following such exercise. Regardless of whether Tenant exercises the
Lease Adjustment Option, during the Term, Tenant, in its sole and absolute discretion, may elect
to increase the number of Leased Parking Spaces on one or more occasions, up to a maximum
total of 100 leased Parking Spaces, by providing written notice to Landlord of its election to
increase. Upon providing such notice, the applicable increase(s) automatically will become
effective commencing on the first day of the next calendar month following such exercise.
Should the Tenant desire any subsequent Lease Adjustment Options during the Term described
herein, the Tenant may do so at any time beginning 12 months after the completion of the Initial
5-Year Period. The Tenant shall provide notice to the Landlord of this intent, provide Parking
Utilization Data demonstrating any decrease in Leased Parking Spaces occupied to the Landlord,
and file an application to amend Ordinance 15-O-22 pursuant to Title VI (“Zoning Ordinance”)
of the Evanston City Code. This Agreement and Ordinance 15-O-22 shall remain in full force
and effect until any such amendments to both documents have been authorized by the Evanston
City Council.
4. Lease Term; Extension Options. The term of this Lease shall start on the
Lease Commencement Date and continue for thirty (30) years (the "Term"), subject to extension
options as provided herein. Provided Tenant is not then in default under the terms of this
Agreement, Tenant shall have the option to extend the Term for two (2) successive ten (10) year
periods by providing Landlord with written notice of such option exercises at least ninety (90)
days prior to the then-current expiration of the Term.
5. Rent. The Tenant agrees to pay the Landlord monthly rent for Parking Spaces
then leased (“Rent”) in the amount of the then-current market parking rate for other similar City
parking facilities located in the immediate vicinity of 710 Clark Street, as determined by the
Evanston City Council (“Market Rate”), but specifically within any facility as assigned by the
City also compliant with Section 6-16-2-1 of the Evanston City Code. Rent will be payable in
advance on or before the first day of each and every calendar month during the Term. All Rent
and other charges due under this Lease shall be made payable to “SP Plus” (defined below).
Landlord may adjust the Rent at any time during the Term consistent with the Market Rate by
giving Tenant no less than thirty (30) days prior written notice. Notwithstanding anything to the
contrary in this Agreement, Market Rate changes to the Rent made pursuant to this Section shall
not require a written amendment to this Agreement and shall be deemed effective upon Tenant's
receipt of Landlord's notice as required in this Section.
6. Proximity Card. The Parking Garage is being operated and managed by SP
Plus Corporation ("SP Plus" or the "Management Company"). Tenant shall be issued a total
number of proximity cards equivalent to the total number of Parking Spaces required by Tenant,
as provided in this Agreement. The proximity cards will be supported by a license plate
recognition system. The cost of the proximity cards shall be provided by Landlord at Tenant's
sole expense. Tenant is solely responsible for maintaining and insuring proper use of all
proximity cards. Landlord will report to ZoE any attempt by Tenant’s Parking Garage users to
manipulate or circumvent any parking procedures or the provisions of this Agreement, and
Tenant will address and take reasonable efforts to correct such reported violations. Tenant
acknowledges that the proximity card must be used upon entry and exit to the Parking Garage.
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Tenant acknowledges that a replacement charge for lost or damages proximity cards may be
imposed by Landlord at the Tenant's sole expense.
7. Non-Exclusive Use. Tenant and its users shall have non-exclusive use of the
Parking Garage solely for vehicular parking purposes. The Tenant acknowledges and agrees that
only intended and registered users will be allowed to use the Parking Garage. Unauthorized or
unregistered vehicles parked in the Parking Garage may be subject to being ticketed and/or
towed.
8. Compliance with Law. Tenant shall use commercially reasonable efforts to
ensure that the authorized users of the Parking Garage will comply with the terms of this
Agreement and all applicable laws, statutes, ordinance or governmental rule or regulation now in
force or which may hereafter be enacted or promulgated.
9. Landlord Maintenance Repair Responsibilities. Throughout the Term,
Landlord shall repair and maintain the Property and the Parking Garage in a good and safe repair
and condition, including snow removal, paving and painting. There shall be no abatement of
Rent, and no liability of Landlord by reason of any injury to, or interference with, Tenant's
business arising from the making of any repairs, alterations or improvements in or to any portion
of the Parking Garage or in or to fixtures, appurtenances and equipment therein, except to the
extent that the Parking Spaces are unavailable for more than five (5) consecutive business days.
The provisions of this section shall not apply in the case of damage or destruction by fire or other
casualty or a taking under the power of eminent domain.
10 .Security. Landlord shall be solely responsible for providing security on and
about the Property and the Parking Garage consistent with other City-owned and/or operated
parking facilities in the City. The City will assess its own facilities and provide security at their
sole option, or if and when the City determines security to be necessary. At the City's own
discretion, security may be scheduled daily, intermittently or by special detail.
11. Utilities. Landlord shall be solely responsible for and pay for all utilities
supplied to the Property and the Parking Garage.
12. Insurance. Landlord, at its sole cost and expense, at all times during the
Term, shall be solely responsible to obtain and pay for and maintain in full force and effect all
necessary liability, property and other insurance policies covering both the Property and the
Parking Garage of commercially reasonable types and with commercially reasonable limits for
owners and operators of similar parking facilities. Each user of the Parking Garage will be
responsible for his/her own automobile insurance coverage. Tenant will have no liability for any
claims, losses, injuries, damages or any other form of liability arising from or related to the
operation of the Parking Garage or the Property or any activities or other occurrences thereon.
13. Casualty/Restoration. In the event the Parking Garage is damaged by fire,
explosion or any other casualty to the extent which is less than fifty percent (50%) of the full
replacement cost of the Parking Garage, and none of the events described in the next succeeding
sentence of this Paragraph shall have occurred, the damage shall be repaired by Landlord within
a reasonable time period thereafter. In the event of any such damage by fire, explosion or any
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other casualty, and (a) Landlord is not required to repair as hereinabove provided, or (b) the
Parking Garage are damaged to the extent of twenty-five percent (50%) or more of the full
replacement cost of the Parking Garage, Landlord may elect either to (i) repair or rebuild the
Parking Garage or (ii) terminate this Lease. Landlord shall make such election by giving notice
of such election in writing to Tenant within ninety (90) days after the date of the event causing
the damage. Tenant's rent shall be abated to the extent any of the leased Parking Spaces are
unavailable to users pursuant to this paragraph.
14. Force Majeure. If by reason of acts of God, strikes, lockouts or other
industrial disturbances; acts of public enemies; orders of any kind of the government or any civil
or military authority; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires;
hurricanes; tornadoes; blizzards, or other storms; floods, washouts; droughts; arrests; restraint of
government and people; civil disturbances; explosions; or any cause or event not within the
control of Landlord or Tenant, either Landlord or Tenant, as applicable, is unable in whole or in
part to timely perform its obligations under this Agreement, such party shall not be deemed in
default during the continuance of such inability.
15. Assignment, Subletting and Ownership. Tenant may not assign its rights
under this Agreement without obtaining Landlord’s prior written consent except to any
successor-in-interest to Tenant, which acquires by any means an ownership interest in the Tenant
Building.
16. Signs. Tenant may not erect or install any signage, of any nature or design in
or on the Parking Garage without Landlord's prior written consent.
17. Tenant Default. The occurrence of any one or more of the following events
shall constitute a default and breach of this Lease by Tenant:
(a) If Tenant fails to pay any Rent or any other charges required to be paid by Tenant
within ten (10) business days after Tenant’s receipt of written notice from
Landlord concerning such failure: or
(b) If Tenant fails to promptly and fully perform any other covenant, condition or
agreement contained in this Lease and such failure continues for thirty (30) days
after written notice thereof from Landlord to Tenant; provided, however, that if
the nature of any such default is such that the same cannot be cured within thirty
(30) days, Tenant shall have such additional period of time as may be necessary to
cure such default provided that it commences to cure said default within the thirty
(30) day period and proceeds diligently thereafter to complete such cure, and
provided further that such default is cured within one hundred and twenty (120)
days from the date of Landlord's notice to Tenant.
18. Landlord's Remedies. In the event of an uncured Tenant's default hereunder,
Landlord shall have the right, at Landlord's option and as its sole and exclusive remedy, to
terminate this Lease and Tenant's right of possession within the Parking Garage.
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19. Time is of the Essence. Time is of the essence of this Lease and each and all
of its provisions in which performance is a factor, and all provisions herein and all provisions
relating thereto, shall be strictly construed.
20. Successors and Assigns. All of the provisions hereof shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs, legal representatives,
successors and assigns. No third party, other than such heirs, legal representatives, and
Landlord’s and Tenant’s successors and assigns, shall be entitled to enforce any or all of the
provisions of this Agreement or shall have any rights hereunder whatsoever.
21. Quiet Enjoyment. Upon Tenant paying the Rent reserved hereunder and
observing and performing all of the covenants, conditions and provisions on Tenant's part to be
observed and performed hereunder, Tenant shall have quiet possession of the leased Parking
Spaces for the entire Lease Term hereof, subject to all the provisions herein.
22. Prior Agreements/Amendments. This Agreement contains all of the
agreements of the parties hereto with respect to any matter covered or mentioned in this
Agreement, and no prior agreements or understanding pertaining to any such matters shall be
effective for any purpose. No provision of this Agreement may be amended or added to except
by an agreement in writing signed by the parties hereto or their respective successors in interest.
23. Sale of Property. In the event of any sale of the Parking Garage by
Landlord, Landlord shall be and is hereby entirely freed and relieved of all liability under any
and all of its covenants and obligations contained in or derived from this Lease arising out of any
act, occurrence or omission occurring after the consummation of such sale; and the purchaser, at
such sale or any subsequent sale of the Parking Garage shall be deemed, without any further
agreement between the parties or their successors in interest or between the parties and any such
purchaser, to have assumed and agreed to carry out any and all of the covenants and obligations
of the Landlord under this Lease.
24. Notices. Notices and demands required or permitted to be given hereunder
shall be given by personal delivery, electronic mail, a reputable overnight courier (such as
Federal Express), or registered or certified mail to:
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Tenant:
with a copy to:
ZoE Life Evanston Labs Owner, LLC
c/o Trammell Crow Chicago Development, Inc.
700 Commerce Dr., Ste. 455
Oak Brook, Illinois 60523
Attn: Property Management
E-Mail: jcarlson@trammellcrow.com
Dorsey & Whitney LLP
50 South 6th Street, Ste. 1500
Minneapolis, MN 55402
Attn: Marcus A. Mollison
E-mail: mollison.marcus@dorsey.com
Landlord: City of Evanston
Attn: City Manager
2100 Ridge Avenue
Evanston, IL 60201
E-Mail: ______________________
with a copy to: City of Evanston
Attn: Corporation Counsel
2100 Ridge Avenue
Evanston, IL 60201
E-Mail: _______________________
25. Titles. The titles and paragraph headings used herein are for purposes of
convenience only and shall not be construed to limit or extend the meaning of any part of this
Agreement.
26. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when taken together shall be deemed to be one and the same
instrument.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the day and
year first above written.
LANDLORD:
CITY OF EVANSTON
an Illinois municipal corporation
By: _____________________
Its: Interim City Manager
Name: Kelley Gandurski,
TENANT:
ZOE LIFE EVANSTON LABS
OWNER, LLC
a Delaware limited liability company
By: TC EVANSTON
LABS MEMBER, LLC
a Delaware limited liability company
Its: Managing Member
By: TRAMMELL CROW
CHICAGO
DEVELOPMENT, INC.
a Delaware corporation
By: __________________
Its: Managing Member
Name: __________________
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EXHIBIT A
PROPERTY LEGAL DESCRIPTION
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