HomeMy WebLinkAboutOrdinance 20-O-25, Authorizing the City Manager to Execute a Lease with Celadon Construction Corporation, NFP for 2603 Sheridan Road (Harley Clarke Mansion)2/10/2025
20-O-25
AN ORDINANCE
Authorizing the City Manager to Execute a Lease of Property Located
at 2603 Sheridan Road (Harley Clarke Mansion)
WHEREAS, the City owns certain real property located at 2603 Sheridan
Road, Evanston, Illinois (also known as the Harley Clarke Mansion); and
WHEREAS, Celadon Construction Corporation NFP, an Illinois not-for-
profit corporation (“Celadon”), seeks to invest in and renovate the Harley Clarke Mansion
located at 2603 Sheridan Road to create a high quality public use consistent with the
Request for Proposal 24-07 issued by the City; and
WHEREAS, on October 14, 2024, the Evanston City Council directed the
City Manager to negotiate a lease with Celadon for 2603 Sheridan Road; and
WHEREAS, the Parties negotiated a long-term lease of the Property for 40-
years; and
WHEREAS, the City Council determined that the Property is necessary for
future City operations and in the City’s best interests,
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF EVANSTON, COOK COUNTY, ILLINOIS, THAT:
SECTION 1: The foregoing recitals are hereby found as fact and
incorporated herein by reference.
SECTION 2: Pursuant to Subsection 1 -17-4-1 of the Evanston City Code
of 2012, as amended (the “City Code”), the City Manager is hereby authorized and
directed to execute, on behalf of the City of Evanston, a 40--year lease agreement by and
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20-O-25
between the City of Evanston and Celadon. The Lease Agreement shall be in substantial
conformity with the Lease Agreement attached hereto as Exhibit “1” and incorporated
herein by reference. The Lease Agreement must be approved to form by the Corporation
Counsel prior to execution.
SECTION 3: If any provision of this ordinance or application thereof to any
person or circumstance is ruled unconstitutional or otherwise invalid, such invalidity shall
not affect other provisions or applications of this ordinance that can be given effect without
the invalid application or provision, and each invalid provision or invalid application of this
ordinance is severable.
SECTION 4: All ordinances or parts of ordinances in conflict herewith are
hereby repealed.
SECTION 5: The findings and recitals contained herein are declared to be
prima facie evidence of the law of the City and shall be received in evidence as provided
by the Illinois Compiled Statutes and the courts of the State of Illinois.
SECTION 6: This ordinance shall be in full force and effect from and after
its passage, approval, and publication in the manner provided by law.
Introduced: _________________, 2025
Adopted: ___________________, 2025
Approved:
__________________________, 2025
_______________________________
Daniel Biss, Mayor
Attest:
_______________________________
Stephanie Mendoza, City Clerk
Approved as to form:
______________________________
Alexandra B, Ruggie, Corporation Counsel
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20-O-25
EXHIBIT 1
LEASE AGREEMENT
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LEASE AGREEMENT FOR THE PREMISES LOCATED AT 2603 SHERIDAN ROAD,
EVANSTON, ILLINOIS, BY AND BETWEEN
THE CITY OF EVANSTON, LANDLORD
AND
CELADON CONSTRUCTION CORPORATION NFP
4886-3085-9004, v. 6
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TABLE OF CONTENTS
Section Title Page Number
SECTION 1. DESCRIPTION OF PREMISES 1
SECTION 2. TERM 2
SECTION 3. RENT 2
SECTION 4. PROJECT IMPROVEMENTS 3
SECTION 5. INSURANCE 5
SECTION 6. CASUALTY DAMAGE; REPAIRS 7
SECTION 7. INDEMNIFICATION 8
SECTION 8. MAINTENANCE 10
SECTION 9. EASEMENTS 11
SECTION 10. USE OF PREMISES 12
SECTION 11. UTILITIES 14
SECTION 12. SUBLETTING;ASSIGNMENT 14
SECTION 13. SURRENDER OF PREMISES; HOLDING OVER 14
SECTION 14. SIGNS 15
SECTION 15. LIENS 15
SECTION 16. DEFAULT AND OTHER REMEDIES 15
SECTION 17. REMOVAL OF OTHER LIENS 18
SECTION 18. EXPENSES OF ENFORCEMENT 18
SECTION 19. NOTICES 18
SECTION 20. MISCELLANEOUS 19
SECTION 21.VENUE AND JURISDICTION 20
SECTION 22. FORCE MAJEURE 20
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This Lease Agreement (the “Agreement” or “Lease”) is made as of _________(the
“Effective Date”) by and between The City of Evanston, an Illinois home rule municipality
(“Landlord”) and Celadon Construction Corporation NFP, an Illinois not-for-profit corporation
(“Tenant”). Landlord and Tenant may be referred to collectively as the “Parties”.
RECITALS:
A. Whereas Landlord desires to enter into a long-term lease requiring that a non-profit
organization invest in and renovate the Premises (defined below).
B. Whereas the Evanston City Council voted to approve Tenant’s response to
Landlord’s Request for Proposal Number 24-07 for Lease of Harley Clarke Mansion to a
Non-Profit Organization on October 14, 2024.
C. Whereas Celadon desires to lease and restore the Premises (the “Project”) to
create an event venue, a boutique hotel with approximately ten (10) (but not to exceed
fifteen (15)) rooms, an ice cream shop, a speakeasy, a restaurant and various retail uses
(the “Permitted Uses”).
NOW, THEREFORE, in consideration of the covenants and agreements made herein,
Landlord and Tenant hereby agree as follows:
AGREEMENT:SECTION 1. DESCRIPTION OF PREMISES
Landlord leases to Tenant and Tenant leases from Landlord that certain premises depicted
on Exhibit A attached hereto and made a part hereof (the “Premises”), which Premises
includes, without limitation, the Harley Clarke Mansion (the “Mansion”) and the coach
house, and which Premises is located on and within that certain land at 2603 Sheridan
Road, Evanston, Illinois 60201 legally described on Exhibit B (the “Property”). Landlord
will deliver possession to Tenant of the Premises in its “as-is” condition. Tenant
acknowledges and agrees that Landlord makes no representations to the condition of the
Premises, other than such representations contained within reports that were previously
made a part of the public record. Notwithstanding anything in this Lease to the contrary,
Tenant and Landlord shall have access to and the right to use the fire ring depicted on
Exhibit A attached hereto, and the same shall be deemed to be part of the Premises. The
fire ring will remain open to the public and Tenant is, and shall at all times during the Term
be, permitted to utilize the fire ring when there is not a third-party reservation for it. Within
ninety (90) days after the Effective Date, Landlord will grant Tenant access to the
reservation system operated by the City of Evanston for usage so that reservations can be
monitored and made by Tenant. Neither Party shall reserve more than twenty-five percent
(25%) of the yearly reservations without prior written consent of the other Party, additionally
each party shall only reserve the fire ring for twenty-five percent of the weekend
reservations. The Parties agree to meet and confer regarding the fire ring reservations
after three (3) years to discuss any changes that may be necessary. Any changes will have
to be agreed to by both Parties in writing.
SECTION 2. TERM
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The term of this Agreement will be for forty (40) years, commencing on March 1, 2025(the
“Commencement Date”) and expiring on March 1, 2065, (the “Expiration Date, and the
period between the Commencement Date and Expiration Date, the “Term”), unless sooner
terminated or extended pursuant to the terms of this Lease. As used in this Lease, the
term “Term” shall mean the initial Term and any Renewal Periods. The Term of the Lease
shall automatically renew for successive five (5) year periods (each, a “Renewal Period”)
unless Tenant provides Landlord with written notice on or before the date that is one (1)
year prior to the expiration of the then-current Term, in which event this Lease shall
terminate and neither party shall have any further obligations hereunder except those that
expressly survive the Term of this Lease.
Upon termination of this Agreement, any improvements, fixtures and equipment installed by
Tenant at its own expense, that are permanently affixed to the Premises or would cause
structural damage if removed, will remain property of the Landlord with no right to
reimbursement.
SECTION 3. RENT
A. RATE: Tenant agrees to pay Landlord for each month of the Term (the “Rent”)
according to the following schedule:
A yearly Rent payment of $1.00 (one dollar).).
B. PAYMENTS. The Rent must be paid on the Effective Date in full for the entire
initial Term, and the Rent for each Renewal Period must be paid in full for the entire
Renewal Period at the commencement of the applicable Renewal Period.
C. Any and all Rent PAYMENTS under this Lease must be delivered to:
City of Evanston
Attn: Finance Office
909 Davis Street
Evanston, IL 60201
D. PROPERTY TAXES: The Property is not subject to property tax by Cook
County. If the Premises is taxed in the future due to Tenant’s utilization of the Premises,
Tenant will be solely responsible for payment of all such property tax on the Premises
SECTION 4. DILIGENCE; PROJECT DESIGN/CONSTRUCTION
A. DILIGENCE: Within three (3) business days following the Effective Date, Landlord shall
provide Tenant with copies of all existing plans, surveys, contracts, property condition
reports, environmental reports (including phase I ESAs and/or phase II ESAs; copies of
existing geotechnical reports and soil testing reports and analyses; laboratory results
and other documentation relating to the known environmental condition of the
Premises), a detailed listing of capital expenditures made in the past three (3) years
and year-to-date, if any, and any other reports describing the condition of the Premises
in Landlord’s possession (the “Property Information”). Landlord hereby represents to
Tenant that the Property Information will not fail to disclose any fact that is material to
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the transaction contemplated in this Agreement and that is known by Landlord. Tenant
shall have ninety (90) days after the Effective Date (such 90-day period, the “Review
Period”) to inspect or cause to be inspected all aspects of the physical and economic
condition of the Premises, including, without limitation, all environmental aspects of the
Premises. If Tenant is not satisfied in its sole and exclusive discretion with the results
of the inspections for any reason whatsoever, Tenant may terminate this Lease by
providing written notice to Seller within one (1) business day after the expiration date of
the Review Period, and each party shall thereafter be relieved of any and all liability
hereunder.
B. DESIGN AND PERMIT: Tenant is solely responsible for (i) obtaining a determination of
use and zoning analysis from Landlord’s staff regarding the Permitted Uses, (ii)
ensuring the Project complies with the Preservation Ordinance, and all applicable
zoning and building codes, (iii) obtaining any required zoning and preservation relief
necessary; and (iv) selecting the architect to prepare design and plans for the Project.
C. Within sixty (60) days following the Effective Date, Tenant must provide site plan,
landscape plan, floor plans, building elevations, and key interior elevations (the
“Schematic Design Drawings”) to Landlord for approval by the Landlord’s Historic
Preservation Commission, Facilities & Fleet Management Division, Building Division,
Engineering Division and Parks and Recreation Department (collectively, the
“Approving Parties”). Landlord will expedite approval of Schematic Design Drawings
in a reasonable time frame and, if applicable, will inform Tenant of the reasons why the
Schematic Design Drawings are not approved (provided that Landlord’s approval and
the approval of the Approving Parties will not be unreasonably withheld, conditioned or
delayed) which process will be repeated until Landlord approves the Schematic Design
Drawings. Notwithstanding the foregoing, in the event Landlord (on behalf of itself and
the Approving Parties) does not approve or disapprove (which disapproval must be
given with specificity) Tenant’s Schematic Design Drawings within twenty (20) business
days following receipt thereof, then the consent and approval of Landlord and the
Approving Parties shall be deemed given. Once the Schematic Design Drawings are
agreed upon, they will be attached as Exhibit D to this lease and incorporated herein
(as attached, the “Final Schematic Design Drawings”). In the event of future design
changes affecting and with respect only to the landscaping on the exterior of the
Premises, , Tenant will obtain subsequent approval from Landlord in accordance with
this Section. Approval will not be unreasonably withheld from Tenant, or conditioned or
delayed In the event Landlord does not approve the updated landscape design within
thirty (30) days of submittal of the design therefor to Landlord, then consent and
approval of Landlord and the Approving parties shall be deemed given.
Within thirty (30) days following its receipt of approval or deemed approval of the Final
Schematic Design Drawings, Tenant must submit a permit application and plan submittals
electronically to the Landlord’s Building Division (Email: permitdesk@cityofevanston.org)
for permit review and 1 half size hard copy set of construction documents (including civil,
landscape, architectural, structural, mechanical, plumbing, electrical and fire protection
drawings and specifications) (the “Construction Documents”) for quality control review to
the attention of the Landlord’s Facilities & Fleet Management Division (Sean Ciolek 909
Davis Street, Evanston, IL 60201, Email: sciolek@cityofevanston.org). Landlord will
expedite permit and quality control review of Construction Documents in a reasonable time
frame and, if applicable, will provide review comments and request revisions to the
submitted construction drawings. This process will be repeated until the Landlord approves
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the Construction Documents (provided that Landlord’s approval and the approval of any
applicable Approving Parties will not be unreasonably withheld, conditioned or delayed).
Notwithstanding the foregoing, in the event Landlord (on behalf of itself and the Approving
Parties) does not approve or disapprove (which disapproval must be given with specificity)
the completed Construction Documents within thirty (30) days following receipt thereof,
then the consent and approval of Landlord and the Approving Parties shall be deemed
given. Notwithstanding anything to the contrary set forth herein, in the event that Tenant
has not been issued all permits necessary to construct the Project (the “Permits”) within
thirty (30) days following its submission of the completed Construction Documents to
Landlord, Tenant shall have the right to terminate this Lease at any time prior to the
issuance of the Permits. Once the Construction Documents are agreed upon and the
Permits are issued, or, as applicable, deeded issued, they will be attached as Exhibit E to
this Lease and incorporated herein.
Upon receiving the Permits, Tenant must also provide Landlord’s Facilities & Fleet
Management Division (Sean Ciolek, 909 Davis Street, Evanston, IL 60201, email:
sciolek@cityofevanston.org and citymanagersoffice@cityofevanston.org) with digital copies
of all final Permits/Construction Documents (drawings and specifications) including a copy
of the plans for the Building on the Premises (the “Building”) (collectively, the “Building
Plans”) for the Landlord’s records, prior to construction work commencing on the Premises.
Tenant, and its contractors and subcontractors, must construct the Project in accordance
with Permits/Construction Documents. The parties agree that the Project shall be at the
sole cost and expense of Tenant. Landlord agrees to waive any and all permit, survey and
related fees for and in connection with the Project. Tenant shall comply with all applicable
local (including, but not limited to all zoning and tree preservation ordinances), state and
federal regulations during the construction.
C. CONSTRUCTION: The Project will be performed at the sole direction of Tenant
and its contractor(s). Landlord will not be a party to the construction contract(s) and will
have no input or control over the means and methods of construction of the Project.
D. SCHEDULE: The Project is anticipated to occur as outlined and attached hereto
as Exhibit C:
Provided that Landlord makes itself available to Tenant therefor, Tenant will review a more
detailed design and construction schedule with Landlord prior to commencing design and
construction and in connection with Landlord’s review and approval of the Schematic
Design Drawings and Permit/Construction Documents.
SECTION 5. INSURANCE
A. INSURANCE COMPANIES: It is agreed that any policies of insurance to be
maintained by Tenant 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 to Landlord.
B. TENANT MUST OBTAIN GENERAL LIABILITY INSURANCE: Not less than ten
(10) days prior to the commencement of construction on the Premises, Tenant, its
contractors, and its subcontractors will, at its expense, maintain a policy of insurance,
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written by responsible insurance carriers, 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 limit must be at least $3 million ($3,000,000)
for any one person injured or killed or any one occurrence, $ 3 million ($3,000,000 ) general
aggregate coverage for any one accident, and $1 million ($1,000,000) property damage.
Tenant will obtain an endorsement and Certificate of Insurance naming 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. Tenant must
provide copies of the insurance policy and all endorsements on an annual basis to
Landlord. Tenant shall send the policy to the Law Department annually during the Term. If
Tenant fails to comply with this requirement, Tenant will be in default. Tenant
acknowledges and agrees it is responsible for complying with this requirement and will take
whatever steps are necessary to ensure its insurer(s) cooperate with Tenant in providing all
necessary policies and endorsements to Landlord.
Landlord is self-insured up to one million two hundred fifty thousand ($1.25 Million) 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 Policyholder’s Rating with the Alfred Best Company 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 of any person or persons, with
policy limits of not less than two million ($2,000,000) combined single limit for injury .
Landlord must maintain casualty insurance covering the entire Premises and any
alterations, improvements, additions or changes made by Landlord in an amount not less
than their full replacement cost from time to time during the Term, providing protection
against any peril included within the classification of “all risks”. Tenant shall be an
additional insured on such casualty insurance policy and Landlord shall provide copies of
the insurance policy and all endorsements thereto on an annual basis to Tenant.
C. TENANT MUST OBTAIN WORKER’S COMPENSATION INSURANCE: Tenant
must maintain Worker’s Compensation insurance, for employees, as required under Illinois
law.
D. TENANT MUST OBTAIN INSURANCE ON FIXTURES AND EQUIPMENT : Tenant
agrees to maintain on all trade fixtures and personal property in the Premises, a policy of
insurance approved by Landlord of at least 90% of the insurable replacement value of all
trade fixtures and personal property.
E. TENANT MUST OBTAIN BUILDERS RISK INSURANCE FOR PROJECT:
[TBD, LIMITS TIED TO CONSTRUCTION BUDGET AND SCHEDULE,
providing protection against any peril included within the classification of “all risks”.]
F. TENANT’S CONTRACTORS/SUBCONTRACTORS MUST OBTAIN ASBESTOS
ABATEMENT COMMERCIAL GENERAL LIABILITY INSURANCE FOR PROJECT
IMPROVEMENTS: Not less than ten (10) days prior to the commencement of construction
on the Premises, Tenant’s qualified contractors and/or subcontractors must obtain and
thereafter maintain during completion of construction on the Premises, an Asbestos
Abatement Commercial General Liability policy written on an ISO based occurrence form.
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This form must provide coverage for third party claims, bodily injury and property damage
associated with asbestos abatement, encapsulation or enclosure. The minimum limits of
liability under this policy must be at least $1 million for any one occurrence, and a product
and completed operations aggregate limit of $1 million. Tenant must obtain an
endorsement and Certificate of Insurance naming Landlord as an additional insured from
Tenant’s carrier (which endorsement shall be effective through and until completion of
construction on the Premises, as well as any applicable statute of limitations/statutes of
repose under Illinois law ).
G. 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. Landlord will use insurance proceeds in accordance with Section 7, Casualty
Damage; Repairs. Landlord will, during the Term, continue to maintain property insurance
through its self-insured retention policy.
H. 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.
I. TENANT’S FAILURE TO INSURE: If Tenant fails to keep in effect and pay for
insurance as required by this section and then fails to cure such failure within thirty (30)
calendar days after notice from Landlord, Landlord may terminate this Lease.
SECTION 6. CASUALTY DAMAGE; REPAIRS
A. USE OF PARTIALLY DAMAGED PREMISES: On damage or destruction by a
casualty to the Premises (a “Casualty”), Tenant will continue to use undamaged portions of
premises for the operation of its business to the extent practicable and approved by the
City’s building department, and Tenant will, within thirty (30) days following the date of such
Casualty, provide Landlord with an estimate of the duration and cost of restoration of the
Premises.
B. RIGHT TO TERMINATE: Tenant will have the right to terminate this Agreement if (i)
the Premises cannot be fully repaired within one hundred eighty (180) days following the
date of the Casualty or (ii) the Premises are damaged by a Casualty to an extent exceeding
thirty-three percent (33%) of the reconstruction cost of the Premises as a whole. If such
damage occurs, this termination may be effected by written notice to Landlord from Tenant,
delivered within 90 days of the damage. In the event that Tenant terminates this Lease
pursuant to the terms of this Section 6, Tenant shall assign to Landlord the proceeds of its
casualty insurance.
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C. RESTORATION. In the event of damage to, or destruction of, any portion of the
Premises, by Casualty, and in the event that Tenant has not terminated the Lease as set
forth above, Tenant shall repair, restore or rebuild the same to approximately the condition
existing prior to the happening of such Casualty.
SECTION 7. INDEMNIFICATION
A. INDEMNIFICATION FOR PRE-RENOVATION USE AND ACCESS PERMITTED
TO 3RD PARTIES, AND FOR WORK: Tenant will defend, indemnify and hold harmless
Landlord and its respective officers, elected and appointed officials, agents, and employees
from any and all liability, losses, or damages as a result of claims, demands, suits, actions,
or proceedings of any kind or nature, including without limitation costs, and fees, including
attorney’s fees, judgments or settlements, resulting from or arising out of any negligent or
willful act or omission on the part of Tenant’s contractors, subcontractors, employees or
agents during the Term. Such indemnification will not be limited by reason of the
enumeration of any insurance coverage in Section 6 of this Lease. This provision survives
the completion, expiration, or termination of this Lease for a period of six (6) months.
Tenant agrees and acknowledges that, in the event any litigation is brought against
Landlord by any party seeking to enjoin, restrain, or stop the Project contemplated by this
Lease, Tenant must either (i) terminate this Lease thereby ending the Project, or (ii)
reasonably cooperate with Landlord, at Landlord’s sole cost, in the resolution of such
litigation. Tenant must defend, indemnify, and hold harmless Landlord and its officers,
elected and appointed officials, agents, and employees from any and all liability, losses, or
damages as a result of claims, demands, suits, actions, or proceedings of any kind or
nature, including without limitation costs, and fees, including attorney’s fees, judgments or
settlements, resulting from or arising out of any of the uses or activities managed by Tenant
at the Premises during the Term.
Nothing contained herein will prohibit Landlord, or its officers, agents, or employees, from
defending through the selection and use of their own agents, attorneys, and experts, any
claims, actions or suits brought against them. Nothing herein shall be construed as a
limitation or waiver of defenses available to Landlord and employees and agents, including
without limitation the Illinois Local Governmental and Governmental Employees Tort
Immunity Act, 745 ILCS 10/1-101 et seq.
At Landlord’s counsel’s option, Tenant must defend all suits brought against the Premises
or Landlord due to any actions of Tenant or its officers, agents or employees, and Tenant
must pay all costs and expenses incidental to such suits, but Landlord has the right, at its
option, to participate, at its own cost, in the defense of any suit, without relieving Tenant of
any of its obligations under this Agreement. Any settlement of any claim or suit related to
activities conducted under this Project by Tenant must be made only with the prior written
consent of the Landlord’s counsel, if the settlement requires any action on the part of
Landlord, provided that such consent shall not be unreasonably withheld, conditioned or
delayed. To the greatest extent permissible by law, Tenant waives any limits to the amount
of its obligations to indemnify, defend, or contribute to any sums due under any Losses,
including any claim by any employee of Tenant that may be subject to the Illinois Workers
Compensation Act, 820 ILCS 305/1 et seq. or any other related law or judicial decision,
including without limitation, Kotecki v. Cyclops Welding Corporation, 146 Ill. 2d 155 (1991).
Landlord, however, does not waive any limitations it may have on its liability under the
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Illinois Workers Compensation Act, the Illinois Pension Code or any other statute. Tenant is
responsible for any losses and costs to repair or remedy work performed at its direction,
under this Lease, resulting from or arising out of any act or omission, neglect, or
misconduct in the performance of work by its contractors, subcontractors, or its agents or
employees. Acceptance of the work on the Project by Landlord will not relieve Tenant of
the responsibility for subsequent correction of any such error, omissions and/or negligent
acts or of its liability for loss or damage resulting therefrom. All provisions of this section
survive the completion, expiration, or termination of this Lease.
Landlord specifically disclaims liability to Tenant for any asbestos or mold exposure
attributable to any known or unknown conditions at the Premises, during work on the
Project or at any time under the Term or any Renewal Period(s) of this lease.
B. POST-RENOVATION WORK AND LEASE TERM TENANT INDEMNIFICATION
OF LANDLORD; LANDLORD INDEMNIFICATION OF TENANT: Except as otherwise
provided in this Agreement, and except to the extent caused by the gross negligence or
willful misconduct of Landlord, or its agents, employees or contractors, or by the breach of
this Lease by Landlord or its agents, employees or contractors, 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 and expenses of whatever nature arising from (i) any matter that occurs in the
Premises, or (ii) any gross negligence or willful misconduct of Tenant, or its agents,
employees or contractors or (iii) any breach of any representation or warranty hereunder or
default on the part of Tenant in the performance of any covenant or agreement to be
performed pursuant to the terms of this Lease. Landlord shall indemnify, defend (by
counsel reasonably approved by Tenant) and hold harmless Tenant, its officers, directors,
shareholders, employees and agents (the “Tenant Related Parties”) against and from any
and all claims, causes of action, liabilities, damages, costs and expenses (including,
without limitation, reasonable attorneys’' fees) arising from bodily injury (including death) or
property damage relating to (i) the ownership of the Premises, or the occupancy, use or
conduct of business on or about the Premises by Landlord or any City of Evanston
employee, agent, contractor, department or division prior to or during the Term of this
Lease, including, without limitation, access to the Premises pursuant to Section 9.B below,
(ii) any breach of any representation or warranty hereunder or default on the part of
Landlord in the performance of any covenant or agreement on the part of Landlord to be
performed pursuant to the terms of this Lease, and (iii) any act or gross negligence or
willful misconduct of Landlord or any of Landlord’s agents, contractors, employees or
licensees occurring on or about the Premises during or prior to the Term of this Lease. The
terms of this Section 7(B) shall survive the expiration or sooner termination of this Lease for
a period of one (1) year.
C. DEFECTS; DEFECTIVE CONDITION; WIND; ACTS OF THIRD PERSONS Except
as provided in Section 7(B) above, except as provided by Illinois law and except to the
extent arising from the gross negligence or willful 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 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
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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 of 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. Notwithstanding the
foregoing, if any portion of the Premises is unusable for the purpose contemplated
hereunder for a period of greater than 5 days, Landlord agrees to reasonably cooperate
with Tenant to determine such terms and conditions which may permit the Premises to
continue to be used for the purposes intended by Tenant. The determination of the
unusable space may be reasonably determined by Landlord based on square footage.
SECTION 8. MAINTENANCE: Tenant must at all times maintain the Premises in a clean,
neat and orderly condition. Tenant will be responsible for maintaining the Premises,
Buildings and grounds, in its entirety, including but not limited to all building envelope,
mechanical, electrical, plumbing, fire protection, irrigation and landscape systems within
them. Tenant accepts the Premises in as-is condition and acknowledges that Landlord
makes no representations as to the condition of the Premises as of the date of execution of
this Lease, or that Landlord made any repairs to the same.
After receipt of a final certificate of occupancy, Tenant will maintain or cause to be
maintained the Premises, including, without limitation, the gardens thereon as depicted on
Exhibit F. As to snow and ice removal, Landlord will clear the outer sidewalk and the
parking lot as depicted in Exhibit G.
All refuse at the Premises must be placed in appropriate containers; Tenant shall not
dispose of construction building materials in the standard refuse containers and must
arrange for special pick-ups and containers for said materials. Tenant and Landlord
acknowledge that refuse at the Premises is largely the result of public recreation uses.
Tenant and Landlord will mutually agree upon placement of a larger refuse container for
regular refuse at the Premises in reasonable proximity to the Premises. Tenant will contract
to have trash hauled from such container with reasonable frequency.
Upon completion of the Project, Tenant must develop an annual operating budget for the
Premises (in coordination with Landlord) to ensure that components of the Premises are
professionally and properly maintained. Tenant will maintain a separate, dedicated reserve
account for building maintenance activities. Once final building system improvements are
specified, Tenant will develop and propose to Landlord a list of all preventative
maintenance items, including system manufacturer’s recommendations and a schedule
that needs to be followed by the Tenant for these systems (to be added as a future Exhibit
H). Tenant will also throughout the Term and any Renewal Period(s) be required, upon
request by Landlord but not more than two (2) times per [calendar year, to send
documentation to Landlord’s Facilities and Fleet Management Division for their records
indicating that Tenant has been performing or causing to be performed the proper
maintenance (in Tenant’s reasonable discretion). Tenant expressly recognizes and agrees
that as a tenant in a publicly owned Building, it must permit Landlord reasonable access to
its financial statements as they pertain to the building, specifically including but not limited
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to, all documents and bank statements concerning the building maintenance reserve
account, but. Tenant also agrees it must cooperate with the City/Landlord in the event of a
Freedom of Information Act request as required by law, 5 ILCS 140/1, is made to the
City/Landlord for documents in connection with Tenant’s information required to be
provided by the terms of this Lease, or operations at the Premises. Failure to cooperate in
accordance with applicable laws with the City/Landlord in the event of a FOIA request will
amount to a breach of this Agreement, provided that such failure continues for thirty (30)
days after notice from Landlord; and further provided that in no event shall Tenant be
obligated to disclose or permit Landlord to access any information or financial statements
regarding any affiliates, investors or partners of Tenant;
Except with respect to the Project, digital records of all material, structural maintenance,
repairs and improvements should be provided to the Landlord's Facilities Management
Division (Attn: Sean Ciolek, 909 Davis Street, Evanston, IL 60201, email:
sciolek@cityofevanston.org and citymanagersoffice@cityofevanston.org). Any additional
future improvements or alterations outside of the scope of work for the Project
(“Alterations”) need to be reviewed and approved by the Landlord prior to implementing,
which approval shall not be unreasonably withheld, conditioned or delayed. In the event
Landlord (on behalf of itself and the Approving Parties) does not approve or disapprove
(which disapproval must be given with specificity) of Tenant’s requested Alteration within
twenty (20) business days following receipt of request therefor, then the consent and
approval of Landlord and the Approving Parties to such Alteration shall be deemed given.
Notwithstanding the foregoing, Tenant may, at its own expense and without Landlord’s
consent, make non-structural Alterations to the Premises up to $100,000.00 per project so
long as such Alterations do not adversely impact the mechanical systems of the Building
and/or exterior portions of the Building. All such Alterations shall be made in a good and
workmanlike manner in accordance with all applicable laws and ordinances. At the
expiration or sooner termination of this Lease, Tenant shall remove only those Alterations
that it, in its sole discretion, elects to remove, and Landlord agrees to accept the Premises
with all remaining Alterations made by Tenant, which Alterations shall thereafter become
Landlord’s property, and Tenant shall not be required to restore the Premises to the
condition existing prior to the making of such Alterations at the commencement of the
Term.
SECTION 9. EASEMENTS
A. COORDINATION WITH BEACH AND PARK USE: The Parties agree to mutually
confer and reasonably cooperate regarding use of the parking lot that is to the north of the
Premises and any permitted parking spaces granted in this Lease. Tenant is granted
access to the north and central bay of the Coach House both internally and externally. The
Parties also agree to mutually confer and reasonably cooperate regarding access for the
City of Evanston’s Department of Parks and Recreation (the “Parks and Recreation
Department”) to utilize the dunes area and the front lawn of the Premises for its Parks and
Recreation Department programming. The Parks and Recreation Department shall have
access for camps and related educational programming to the front lawn and dunes area of
the Premises Monday through Thursday from 6:00 am to 5:00 pm, Friday from 6:00 am to
12:00 pm, and for other events comparable in quantity and character to events held during
the 2025 season, so long as they give Tenant not less than three (3) months’ prior written
notice of the need for such access. Landlord and/or the Parks and Recreation Department
shall promptly remove any and all equipment and materials used thereby and shall restore
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the Premises, to the extent disturbed by any use of the Premises performed by, through or
under Landlord or the Parks and Recreation Department. The City’s Parks and Recreation
Department will use reasonable measures and due care in usage of the Premises and to
ensure there is no damage to the Premises, including without limitation, the landscaping on
the Premises. In the event of material damage that causes more than twenty-five hundred
dollars ($2500.00) damage (each such incident, a “Material Damage Incidents”) during a
Programming scheduled event or booked by the caused by Evanston Parks and
Recreation employees or attendees thereof due to their failure to use due care and take
reasonable measure to avoid damage to the Premises, Tenant shall notify Landlord within
forty-eight hours of the damage with all applicable documentation and photographic
evidence. In the event of five (5) or more Material Damage Incidents within a calendar year,
the Parties will meet and confer to develop a plan to mitigate any future Material Damage
Incidents, the preparation and implementation of which mitigation plan shall be at the sole
cost and expense of the Landlord. In the event of ten (10) or more Material Damage
Incidents within a calendar year, the Parks and Recreation Department will be suspended
from holding programming or events at the Premises for not more than a two -year (2)
period. The Parties can mutually agree to a shorter suspension. The Parks and
Recreation Department can request early reinstatement of the programming by submitting
a mitigation plan, Tenant’s approval of which shall not be unreasonably withheld.
SECTION 10. USE OF PREMISES
A. PURPOSES: The Property shall be used for the Permitted Use subject to final
zoning approval by the City of Evanston; provided, however, that in the event that final
zoning approval by the City of Evanston is not received by Tenant on or prior to
December 31, 2025, Tenant shall have the right to terminate this Agreement upon no
less than ten (10) days’ prior notice to Landlord.
PARKING: Landlord will allocate two (2) parking spaces to Tenant personnel or guests.
The designated spaces for Tenant staff will be located in the area as depicted on
Exhibit I. The parking spaces will be permitted on an annual basis at no cost to Tenant.
Tenant cannot assign or lease the parking spaces to any other entity or individual(s). All
other parking in the lot to the north of the property shall be kept as public parking and
operated by the Landlord.
B. USE IMPAIRING STRUCTURAL STRENGTH: Tenant will not permit the Premises
to be used in any manner that will impair the structural strength of the buildings on the
Premises, or permit the installment of any machinery or apparatus the weight or vibration
of which is reasonably likely to impair the building’s foundations or structural strength.
C. 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
applicable to the Premises. Tenant acknowledges that the Premises is owned by
Landlord and therefore no smoking will be permitted within the buildings on the
Premises.
D. ENVIRONMENTAL: Tenant shall comply in all material respects with all applicable
Environmental Laws (hereinafter defined) and shall not cause or knowingly permit any
Hazardous Substances (hereinafter defined) to be brought, kept or stored on the
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Premises, except in compliance in all material respects with Environmental Laws.
Tenant shall not engage in or knowingly permit any other person or entity to engage in
any activity, operation or business on the Property that involves the generation,
manufacture, refining, transportation, treatment, storage, handling or disposal of
Hazardous Substances, except in compliance in all material respects with Environmental
Laws, provided however, that Tenant, or other person on Tenant’s behalf, may store and
use commercial grade cleaning or maintenance products containing Hazardous
Substances generally recognized as appropriate for the ordinary course, operation and
upkeep of the Premises for the Permitted Use. In the event that any work performed by
or on behalf of Tenant on or to the Property exposes or uncovers the presence of
Hazardous Substances on the Property (including presence in soils excavated in
conjunction with the Project), Landlord, at its sole cost and expense, shall be responsible
for the remediation of such Hazardous Substances in accordance with applicable
Environmental Laws and shall complete the same within one hundred eighty (180) days
following receipt of notice of the presence of Hazardous Substances, failing which
Tenant shall have the right to terminate this Lease upon written notice to Landlord . In
the event that any work performed by or on behalf of Tenant on or to the Property results
in the presence of Hazardous Substances on the Property (that were not pre-existing
before the Term), Tenant, at its sole cost and expense, shall be responsible for the
remediation of such Hazardous Substances in accordance with applicable
Environmental Laws.
As used in this Agreement, “Hazardous Substances” means all hazardous or toxic
materials, substances, pollutants, contaminants, or wastes currently identified as a
hazardous substance or hazardous waste in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (“CERCLA”), as amended, the Superfund
Amendments and Reauthorization Act (“SARA”), the Resource Conservation and Recovery
Act (“RCRA”), or any other comparable federal, state or local legislation or ordinances
applicable to the Property. As used in this Agreement, “Environmental Laws” means all
federal, state and local environmental laws, rules, statutes, directives, binding written
interpretations, binding written policies, ordinances and regulations concerning pollution or
protection of the environment issued by any governmental authority and in effect on or after
the date of this Agreement with respect to or that otherwise pertain to or affect the
Property, or any portion of the Property, the use, ownership, occupancy or operation of the
Property, or any portion of the Property, or any owner of the Property, and as same have
been amended, modified, or supplemented from time to time, including but not limited to
CERCLA, the Hazardous Substances Transportation Act (49 U.S.C. § 1802 et seq.),
RCRA, the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water
Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid
Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15
U.S.C. § 2601 et seq.), the Emergency Planning and Community Right -to-Know Act of
1986 (42 U.S.C. § 11001 et seq.), the Radon and Indoor Air Quality Research Act (42
U.S.C. § 7401 note, et seq.), SARA, comparable state and local laws, and any and all rules
and regulations that are effective as of the date of this Agreement, or become effective
after the date of this Agreement under any and all of the aforementioned laws.
E. COVENANTS AND CONDITIONS: Tenant covenants, warrants and agrees that
with respect to the activities contemplated under this Agreement that: (i) no waste or
damage shall be committed upon or to the Premises; (ii) the Premises shall be used only
for the purposes set forth herein; (iii) the Premises shall not be used for any unlawful
purpose and no violations of applicable laws or duly constituted authority shall be
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committed thereon by Tenant; and (iv) Tenant shall keep the Premises in a clean and
sanitary condition.
SECTION 11. UTILITIES
Tenant agrees to pay before delinquency all charges for gas, water, sewer, phone, internet,
heat, electricity, and waste disposal and other similar charges incurred by Tenant with
respect to the Premises during this Lease.
SECTION 12. SUBLETTING; ASSIGNMENT
The Parties agree that Tenant is not permitted to sublet the Premises unless explicitly
approved by the Evanston City Council, and unless Tenant first submits all prospective
subleases to the Landlord for its review and comment prior to presentment to the Evanston
City Council. Regardless of any sublease, the Tenant is ultimately responsible for the
condition and renovation of the Premises.
Notwithstanding anything to the contrary set forth in this Agreement, Landlord
acknowledges that Tenant intends to (i) sublease or provide a license to use a portion of
the Premises to [the Jens Jensen Gardens in Evanston], and (ii) utilize operators to occupy
and run various retail establishments and functions within the Premises, and Landlord
hereby consents to such sublease, license, utilization or occupation.
Except as otherwise set forth in this Lease, Tenant may not assign or otherwise transfer all
or any part of its interest in this Agreement or the Premises without the prior written
consent of Landlord and the Evanston City Council.
SECTION 13. SURRENDER OF PREMISES; HOLDING OVER
Tenant will, at the termination of this Lease, leave the Premises in at least as good
condition as they are in at the time the property was open to the public 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 this
Agreement by lapse of time or otherwise, then Landlord may at its option within thirty days
after such termination 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 actual, out-of-pocket 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 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 beyond all applicable
notice and cure periods.
SECTION 14. SIGNS
During the Term, Tenant may install, at Tenant’s sole cost and expense, and subject to
complying with all governmental, including local governmental, rules and regulations
affecting signage, shall be entitled to install, maintain, repair and replace the following
signage: (a) exterior monument signage at the entrance to the Premises, and (b) other
Building and posted signage on the Premises. Landlord agrees to reasonably cooperate
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with Tenant in obtaining all necessary approvals of such signage. Notwithstanding the
foregoing, in the event that Tenant’s signage is in substantially the form of or is
substantially similar to the depiction on Exhibit J attached hereto and made a part hereof,
then the approval of Landlord and all other applicable Approving Parties shall be deemed
given.
SECTION 15. LIENS
A. LIENS AND ENCUMBRANCES: Tenant will hold Landlord harmless from all
claims, liens, claims of lien, demands, charges, encumbrances or litigation arising out of
any work or activity of Tenant or Tenant’s contractors or subcontractors on the Premises.
Tenant will, within sixty (60) days after its receipt of notice of the filing of any lien, fully pay
and satisfy or bond over 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 any final judgment is
entered against Tenant regarding such lien, Tenant agrees to pay such judgment and
satisfy such lien within 60 days of receipt of notice 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 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.
SECTION 16. DEFAULT AND REMEDIES
A. EVENT OF DEFAULT: Any one of the following events will be an “Event of
Default” by Tenant:
i. If Tenant does not procure and/or maintain the insurance coverage
as set forth herein and such failure continues for ten (10) business
days after notice from Landlord;
ii. If Tenant does not comply with any term, provision, condition or
covenant of this Lease, other than the payment of rent, and does not
cure any such failure within thirty (30) calendar days after written
notice from Landlord of such failure (or, in the event that such failure
cannot reasonably be cured within thirty (30) days, then if Tenant has
not commenced to cure such failure within such 30-day period and
thereafter diligently pursues such cure) ; or
iii. If Tenant shall file a petition in bankruptcy; or
iv. If Tenant fully abandons the Project for any reason before completing
all Project construction and renovation set forth in the Schedule
attached hereto as Exhibit C
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B. OCCURRENCE OF AN EVENT: Upon the occurrence and the continuation of any
Event of Default for thirty (30) days, 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 Tenant’s right
to cure:
i. 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 damages for breach of contract,
Landlord may 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, including but not
limited to clean up costs and remediation if Tenant fails to complete
renovations.
ii. Landlord may recover from Tenant upon demand all of Landlord’s
actual, out-of-pocket 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.
iii. 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 Landlord to Tenant. Landlord
may terminate this Agreement if Tenant remains in default (beyond any applicable notice
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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. LANDLORD’S RIGHT TO PERFORM TENANT’S DUTIES AT TENANT’S COST:
If in Landlord’s judgment any Event of 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 5-days’ notice by Landlord to Tenant, for its
actual, out-of-pocket costs in connection therewith.
E. LANDLORD’S REMEDIES NOT CUMULATIVE: All of the remedies given to
Landlord in this Agreement or by law are not cumulative, and the exercise of one remedy
by 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.
F. CONSEQUENTIAL DAMAGES. Notwithstanding anything to the contrary
contained herein, in no event shall Tenant or Landlord be liable for any incidental,
consequential, indirect, special or punitive damages of any kind or character, whether
foreseeable or unforeseeable, including, without limitation, claims for loss of property
located on the Premises, goodwill, profits, use of money, interruption in use, availability of
the Premises or any property located thereon.
G. LANDLORD DEFAULT; TENANT REMEDIES: If Landlord does not comply with
any term, provision, condition or covenant of this Lease and fails to cure any such failure
within thirty (30) calendar days after written notice from Tenant of such failure, Tenant
may cure such failure and charge Landlord for all costs incurred by Tenant in connection
with the curing of such failure. Landlord must reimburse Tenant for all actual, out of pocket
costs incurred by Tenant in curing such failure within fifteen (15) days of Landlord’s receipt
of written demand therefor.
SECTION 17. 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 or bond over or contest 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 within thirty (30) days of being notified by Landlord the amount paid out by
Landlord on Tenant’s behalf, including Landlord’s costs, expenses and reasonable
attorney’s fees.
SECTION 18. EXPENSES OF ENFORCEMENT
Except as provided specifically elsewhere in this Agreement, each Party is responsible for
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its fees and costs incurred in any litigation, negotiation or transaction regarding this
Agreement.
SECTION 19. NOTICES
All notices or demands that either party may need to serve under this Agreement may be
served on the other party by (i) mailing a copy by registered or certified mail, or (ii) sending
via overnight mail (e.g., via FedEx or UPS) 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); or (iii) sending via email to the email addresses below (but only if receipt email is
received):
If to Landlord: with a copy to:
City of Evanston City of Evanston
Attn: City Manager Attn: Corporation Counsel
909 Davis Street 909 Davis Street
Evanston, IL 60201
citymanagersoffice@cityofevanston.org Evanston, IL 60201
lawoffice@cityofevanston.org
If to Tenant:
Celadon Construction Corporation, NFP
4707 South Marshfield
Chicago, IL 60609
Service will be deemed complete at the time of the leaving of notice or within 2 days after
mailing or one (1) business day after mailing by overnight mail. Email notice is acceptable,
so long as a receipt email is received. 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 20. MISCELLANEOUS
A. Provisions typed on this Lease and all riders and/or exhibits attached to this Lease
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 Premises, so long as such rules and regulations do not materially impair Tenant’s right
to use and occupy the Premises as set forth herein.
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.
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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, Exhibits, 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.
In all cases where Landlord’s consent is required, Landlord’s consent shall not be
unreasonably withheld, conditioned or delayed.
G. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original. This Agreement may be executed by original signature and/or
signature originally signed by hand but transmitted via email, and/or by electronic signature
technology, including but not limited to, DocuSign, in compliance with laws; any such
signature shall be considered as valid and binding as original signature and delivery of
such executed counterpart signature page by electronic signature technology or electronic
mail (e.g., by scanned PDF by e-mail) is as effective as executing and delivering this
Agreement in the presence of the other parties to this Agreement. Landlord and Tenant
intend to be bound by the electronic signature, or signatures on the emailed document, are
aware that the other party will rely on the e-mailed signatures which shall be of the same
force and effect as hand-written signatures, and hereby waive any defenses to the
enforcement of the terms of this document based on such electronic or emailed signatures.
H. 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.
I. This Agreement may be modified or amended only in writing signed by Landlord
and Tenant.
J. Every provision of this Agreement will bind the Parties and their respective
successors and assigns. Any sublease, concession or license agreement will be subject
and subordinate to this Lease.
K. Any condition of the zoning entitlement or preservation approval is incorporated into
this Lease as if originally stated herein.
SECTION 21. VENUE AND JURISDICTION
The Parties agree that this Agreement will be governed by and interpreted in accordance
with the laws of the State of Illinois and that venue for any disputes is the Circuit Court of
Cook County, Illinois.
SECTION 22. 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
20 | P a g e
4886-3085-9004, v. 6
Page 23 of 49
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 Premises, (iii) extraordinary weather
conditions greatly exceeding 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, 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.
[SIGNATURES ON FOLLOWING PAGE; REMAINDER OF THE PAGE LEFT
INTENTIONALLY BLANK]
21 | P a g e
4886-3085-9004, v. 6
Page 24 of 39
IN WITNESS WHEREOF, both Landlord and Tenant 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
By:
Its: City Manager, Luke Stowe
Tenant:
CELADON,
an Illinois not-for-profit corporation
By:
Its:
22 | P a g e
4886-3085-9004, v. 6
Page 25 of 39
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 Luke Stowe, 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 , 2025.
Notary Public
My Commission Expires:
23 | P a g e
4886-3085-9004, v. 6
Page 26 of 39
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 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 , all for the uses and purposes set
forth therein.
Given under my hand and notarial seal on , 2025.
Notary Public
My Commission Expires
24 | P a g e
4886-3085-9004, v. 6
Page 27 of 39
Transporta)on to and from Harley Clarke
Wedding and Venue Guests will be able to access the Harley Clarke property through
conven;onal means, such as by walking or vehicular drop offs by ride share services, taxis, and a
valet service.
Addi;onally, Harley Clarke will offer shuBle bus service to area parking garages as noted later in
this memo. There will be three electric shuBle buses that will be circula;ng between Harley
Clarke and the area parking garages and during peak ;mes, all three buses will be in use.
During non-peak ;mes, one bus will be parked in front of the mansion (as shown on the layout
on this page in purple) and the other two buses will be parked offsite. The buses are
manufactured by Green Power Motor Company, and will be electric powered. Please see image
below describing the vehicles that will be used. The buses will be owned by the property and
will feature exterior graphics that will iden;fy that the vehicle is an official Harley Clarke asset.
The buses will be operated by Harley Clarke employees.
Hotel guests will be allowed to park onsite via a newly created row of parallel parking spaces as
shown below in green:
Page 28 of 39
Ownership will be designated two parking spots as indicated on the layout above in blue. Lastly,
to manage traffic and also enforce the prohibi;on of Harley Clarke guest parking within the
exis;ng parking lot onsite, there will be two Harley Clarke staff members staffed in the vicinity
indicated as red stars on the diagram above.
The parking and traffic staff will primarily be responsible for doing everything in their power to
ensure safe inbound and outbound traffic, avoid and manage conflicts with bike and pedestrian
traffic along Sheridan, and also ensure that people parking in the onsite parking lot are not
wedding or venue guests, or other specific Harley Clarke related guests. Parking at the parking
lot will be exclusively for the use of the public interested in u;lizing the beach, adjacent park,
lighthouse park, or for the public interested in enjoying the Harley Clarke grounds.
The parking staff, while fulfilling a very important safety and traffic control role, will also be an
important part of the Harley Clarke lore and spirit. The staff will be actors and performing arts
specialists, and will be dressed in period aTre and will conduct themselves in a manner
consistent with the 1920s and earlier. For example, at ;mes the traffic staff might be dressed as
Antoine OuilmeBe, Jens Jensen, or Harley Clarke himself, or might be dressed like a 1920’s era
Harley Davidson motor cycle rider (we might even have a 1920s area motorcycle parked nearby
as a prop), or Batman character Harley Quinn might be there watching the parking lot,
entertaining guests, but with the primary purpose of ensuring traffic safety. But when
appropriate, staff, in character, will talk about the history of the property, and will be
knowledgeable about the day’s goings ons to be able to answer ques;ons of our guests and
provide informed guidance.
Harley Clarke is going to be a world class, one-of-a-kind experience for our guests and the
community. Every employee will be trained to deliver that service in a consistent and fun way,
and that philosophy includes our traffic control staff.
See map below for offsite parking loca;ons:
A. 349 Linden Avenue,
WilmeBe, IL - Linden
Purple Line Stop. 4-
minute shuBle bus
drive each way from
Harley Clarke
B. 2650 Ridge Avenue -
public garage for
Evanston Hospital. 2-
minute drive each way
from Harley Clarke.
C. 901 Davis Street -
Metra Sta;on. 4-
minute drive each way
from Harley Clarke.
Page 29 of 39
Public Access to the Harley Clarke property and grounds
The public will be able to access the onsite parking lot, beach, lighthouse park, public park to
the north, fire pit, dune area, groBo area, and exterior green space during business hours and 7
days a week. Exterior temporary tents might be erected during weddings or special events
adjacent to the mansion on the lakeview side and Sheridan facing side, however the tent will be
dismantled ager the event is completed. While the tents are erected, the public will not have
access to the tent areas, however the public may s;ll access the exterior grounds around the
areas in which the tents are not in place.
Inside the Harley Clarke property will be available to the public when weddings or special events
are not taking place. The doors will be unlocked during normal business hours and the public
will be welcome to (and will be encouraged) to enter.
We es;mate that we will host at least one wedding per week and have two other non-wedding
venue events during the week. That said, the facility will be capable of hos;ng two or three
weddings per week on the weekends, so we es;mate that there will be anywhere between 52-
104, possible 150 wedding events per year.
Page 30 of 39
EXHIBIT
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Pvepared by ausw a:c»JDmavMnVHZH,
om:m/zu/znzs
-m—m—a..__...
Page 31 of 39
EXHIBIT
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szmm:,I.POINT OF NW 100 Fl (WW!I$52”?313%cowzucmzm m m m
\I I ,
\,,
I 1 \53m \_.{141.24
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l I I \mm,nz/nz/zuu ,I
Page 32 of 39
Transporta)on to and from Harley Clarke
Wedding and Venue Guests will be able to access the Harley Clarke property through
conven;onal means, such as by walking or vehicular drop offs by ride share services, taxis, and a
valet service.
Addi;onally, Harley Clarke will offer shuBle bus service to area parking garages as noted later in
this memo. There will be three electric shuBle buses that will be circula;ng between Harley
Clarke and the area parking garages and during peak ;mes, all three buses will be in use.
During non-peak ;mes, one bus will be parked in front of the mansion (as shown on the layout
on this page in purple) and the other two buses will be parked offsite. The buses are
manufactured by Green Power Motor Company, and will be electric powered. Please see image
below describing the vehicles that will be used. The buses will be owned by the property and
will feature exterior graphics that will iden;fy that the vehicle is an official Harley Clarke asset.
The buses will be operated by Harley Clarke employees.
Hotel guests will be allowed to park onsite via a newly created row of parallel parking spaces as
shown below in green:
Page 33 of 39
Ownership will be designated two parking spots as indicated on the layout above in blue. Lastly,
to manage traffic and also enforce the prohibi;on of Harley Clarke guest parking within the
exis;ng parking lot onsite, there will be two Harley Clarke staff members staffed in the vicinity
indicated as red stars on the diagram above.
The parking and traffic staff will primarily be responsible for doing everything in their power to
ensure safe inbound and outbound traffic, avoid and manage conflicts with bike and pedestrian
traffic along Sheridan, and also ensure that people parking in the onsite parking lot are not
wedding or venue guests, or other specific Harley Clarke related guests. Parking at the parking
lot will be exclusively for the use of the public interested in u;lizing the beach, adjacent park,
lighthouse park, or for the public interested in enjoying the Harley Clarke grounds.
The parking staff, while fulfilling a very important safety and traffic control role, will also be an
important part of the Harley Clarke lore and spirit. The staff will be actors and performing arts
specialists, and will be dressed in period aTre and will conduct themselves in a manner
consistent with the 1920s and earlier. For example, at ;mes the traffic staff might be dressed as
Antoine OuilmeBe, Jens Jensen, or Harley Clarke himself, or might be dressed like a 1920’s era
Harley Davidson motor cycle rider (we might even have a 1920s area motorcycle parked nearby
as a prop), or Batman character Harley Quinn might be there watching the parking lot,
entertaining guests, but with the primary purpose of ensuring traffic safety. But when
appropriate, staff, in character, will talk about the history of the property, and will be
knowledgeable about the day’s goings ons to be able to answer ques;ons of our guests and
provide informed guidance.
Harley Clarke is going to be a world class, one-of-a-kind experience for our guests and the
community. Every employee will be trained to deliver that service in a consistent and fun way,
and that philosophy includes our traffic control staff.
See map below for offsite parking loca;ons:
A. 349 Linden Avenue,
WilmeBe, IL - Linden
Purple Line Stop. 4-
minute shuBle bus
drive each way from
Harley Clarke
B. 2650 Ridge Avenue -
public garage for
Evanston Hospital. 2-
minute drive each way
from Harley Clarke.
C. 901 Davis Street -
Metra Sta;on. 4-
minute drive each way
from Harley Clarke.
Page 34 of 39
Public Access to the Harley Clarke property and grounds
The public will be able to access the onsite parking lot, beach, lighthouse park, public park to
the north, fire pit, dune area, groBo area, and exterior green space during business hours and 7
days a week. Exterior temporary tents might be erected during weddings or special events
adjacent to the mansion on the lakeview side and Sheridan facing side, however the tent will be
dismantled ager the event is completed. While the tents are erected, the public will not have
access to the tent areas, however the public may s;ll access the exterior grounds around the
areas in which the tents are not in place.
Inside the Harley Clarke property will be available to the public when weddings or special events
are not taking place. The doors will be unlocked during normal business hours and the public
will be welcome to (and will be encouraged) to enter.
We es;mate that we will host at least one wedding per week and have two other non-wedding
venue events during the week. That said, the facility will be capable of hos;ng two or three
weddings per week on the weekends, so we es;mate that there will be anywhere between 52-
104, possible 150 wedding events per year.
Page 35 of 39
EXHIBIT
mammawMA-wkwwtw“m mm as):i i
Page 36 of 39
Transporta)on to and from Harley Clarke
Wedding and Venue Guests will be able to access the Harley Clarke property through
conven;onal means, such as by walking or vehicular drop offs by ride share services, taxis, and a
valet service.
Addi;onally, Harley Clarke will offer shuBle bus service to area parking garages as noted later in
this memo. There will be three electric shuBle buses that will be circula;ng between Harley
Clarke and the area parking garages and during peak ;mes, all three buses will be in use.
During non-peak ;mes, one bus will be parked in front of the mansion (as shown on the layout
on this page in purple) and the other two buses will be parked offsite. The buses are
manufactured by Green Power Motor Company, and will be electric powered. Please see image
below describing the vehicles that will be used. The buses will be owned by the property and
will feature exterior graphics that will iden;fy that the vehicle is an official Harley Clarke asset.
The buses will be operated by Harley Clarke employees.
Hotel guests will be allowed to park onsite via a newly created row of parallel parking spaces as
shown below in green:
Page 37 of 39
Ownership will be designated two parking spots as indicated on the layout above in blue. Lastly,
to manage traffic and also enforce the prohibi;on of Harley Clarke guest parking within the
exis;ng parking lot onsite, there will be two Harley Clarke staff members staffed in the vicinity
indicated as red stars on the diagram above.
The parking and traffic staff will primarily be responsible for doing everything in their power to
ensure safe inbound and outbound traffic, avoid and manage conflicts with bike and pedestrian
traffic along Sheridan, and also ensure that people parking in the onsite parking lot are not
wedding or venue guests, or other specific Harley Clarke related guests. Parking at the parking
lot will be exclusively for the use of the public interested in u;lizing the beach, adjacent park,
lighthouse park, or for the public interested in enjoying the Harley Clarke grounds.
The parking staff, while fulfilling a very important safety and traffic control role, will also be an
important part of the Harley Clarke lore and spirit. The staff will be actors and performing arts
specialists, and will be dressed in period aTre and will conduct themselves in a manner
consistent with the 1920s and earlier. For example, at ;mes the traffic staff might be dressed as
Antoine OuilmeBe, Jens Jensen, or Harley Clarke himself, or might be dressed like a 1920’s era
Harley Davidson motor cycle rider (we might even have a 1920s area motorcycle parked nearby
as a prop), or Batman character Harley Quinn might be there watching the parking lot,
entertaining guests, but with the primary purpose of ensuring traffic safety. But when
appropriate, staff, in character, will talk about the history of the property, and will be
knowledgeable about the day’s goings ons to be able to answer ques;ons of our guests and
provide informed guidance.
Harley Clarke is going to be a world class, one-of-a-kind experience for our guests and the
community. Every employee will be trained to deliver that service in a consistent and fun way,
and that philosophy includes our traffic control staff.
See map below for offsite parking loca;ons:
A. 349 Linden Avenue,
WilmeBe, IL - Linden
Purple Line Stop. 4-
minute shuBle bus
drive each way from
Harley Clarke
B. 2650 Ridge Avenue -
public garage for
Evanston Hospital. 2-
minute drive each way
from Harley Clarke.
C. 901 Davis Street -
Metra Sta;on. 4-
minute drive each way
from Harley Clarke.
Page 38 of 39
Public Access to the Harley Clarke property and grounds
The public will be able to access the onsite parking lot, beach, lighthouse park, public park to
the north, fire pit, dune area, groBo area, and exterior green space during business hours and 7
days a week. Exterior temporary tents might be erected during weddings or special events
adjacent to the mansion on the lakeview side and Sheridan facing side, however the tent will be
dismantled ager the event is completed. While the tents are erected, the public will not have
access to the tent areas, however the public may s;ll access the exterior grounds around the
areas in which the tents are not in place.
Inside the Harley Clarke property will be available to the public when weddings or special events
are not taking place. The doors will be unlocked during normal business hours and the public
will be welcome to (and will be encouraged) to enter. Hours for the grounds will be between
6am and 11pm unless otherwise posted.
We es;mate that we will host at least one wedding per week and have two other non-wedding
venue events during the week. That said, the facility will be capable of hos;ng two or three
weddings per week on the weekends, so we es;mate that there will be anywhere between 52-
104, possible 150 wedding events per year.
Page 39 of 39