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87-R-23 A Resolution Authorizing the City Manager to Execute a Memorandum of Understanding with Northwestern University- Executed MOU
11/13/2023 87-R-23 A RESOLUTION Authorizing the City Manager to Execute a Memorandum of Understanding with Northwestern University WHEREAS, the City of Evanston’s Ordinance 107-O-23 authorizes six (6) public facing concerts and other events in the U2 Zoning District; and WHEREAS, Northwestern and the City have a long history of working together to enhance and support the Evanston community through various collaborative efforts; and WHEREAS, in furtherance of the Parties’ continued cooperation with respect to the entire Evanston community as a whole, the Parties desire to set forth (i) certain operational and logistical considerations with respect to Ryan Field following its redevelopment (the “Ryan Field”) for events ticketed for a minimum of ten thousand (10,000) individuals and (ii) certain public benefits; and WHEREAS, the successful operation of Ryan Field will in certain respects require separate considerations and requirements to apply during football games (“Football Games”), amplified musical performances inside the stadium intended as publicly facing capacity concerts (“Concerts”), and all other times; and WHEREAS, the City of Evanston finds it in the best interest of the City to execute a Memorandum of Understanding with Northwestern pertaining to the details of these events including traffic management, security requirements and event Page 1 of 16 ~1~ Doc ID: f3f9e2a2b3382d9bf097ab129e7503d7c46f6878 87-R-23 ~2~ coordination between the City and Northwestern; and WHEREAS, the City seeks to enter into a Memorandum of Understanding (“MOU”) with Northwestern in the form attached hereto as Exhibit A in order to facilitate the public facing events in the U2 Zoning District, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS: SECTION 1: That the foregoing recitals are hereby found as fact and incorporated herein by reference. SECTION 2: The City Manager is hereby authorized to execute and negotiate additional terms to a Memorandum of Understanding with NU in the form attached hereto as Exhibit A. SECTION 3: That this Resolution 87-R-23 shall be in full force and effect from and after its passage and approval in the manner provided by law. _______________________________ Daniel Biss, Mayor Attest: ______________________________ Stephanie Mendoza, City Clerk Adopted: __________________, 2023 Approved as to form: _______________________________ Alexandra B. Ruggie, Interim Corporation Counsel November 20 Page 2 of 16 Doc ID: f3f9e2a2b3382d9bf097ab129e7503d7c46f6878 87-R-23 ~3~ EXHIBIT A Memorandum of Understanding Page 3 of 16 Doc ID: f3f9e2a2b3382d9bf097ab129e7503d7c46f6878 MEMORANDUM OF UNDERSTANDING ‘This MEMORANDUM OF UNDERSTANDING (this “Memorandum”)is cffective as ofFebruary_,2024 (the “Effective Date”),by and between NORTHWESTERN UNIVERSITY,anIllinoiscorporation(“Northwestern”),and THE CITY OF EVANSTON,a municipal corporation (the“City”).Northwestern and the City are sometimes referred to herein individually as a “Party”andcollectivelyasthe“Parties”.As used herein,the term “Northwestern”shall include its contractors,operators and/or affiliates,as applicable. RECITALS WHEREAS,Northwestern and the City have a long historyofworking together to enhance andsupporttheEvanstoncommunitythroughvariouscollaborativeefforts WHEREAS,in furtherance of the Parties’continued cooperation with respect to the entireEvanstoncommunityasawhole,the Parties desire to set forth (i)certain operational and logisticalconsiderationswithrespecttoRyanFieldfollowingitsredevelopment(the “Ryan Field")for eventsticketedforaminimumoftenthousand(10,000)individuals and (ii)certain public benefits which relyonandaretiedtosuchredevelopmentandoperations.Such public benefits are intended to foster abroaderrelationshipandstrengthenadeeperconnectionbetweenNorthwesternandtheentireEvanstoncommunity,rebuild a new Ryan Field which will further vitalize the community,and help provide‘more opportunities for additional future collaboration and partnership between the Northwestern andtheEvanstoncommunityasawhole. WHEREAS,Northwestern is relying on the passage of the Approval Ordinances (as definedbelow)and its original rights therein in order to expend a very substantial amount of time,money andefforttoirreversiblydemolishitsexistingstadiumandthenbuildthenewstadium. WHEREAS,the City is relying on Northwestern entering into and complying with thisMemorandumasaconditionofapprovingthatcertainOrdinance107-0-23 and ensuring compliancewiththestandardsofSection6-3-4-5of the Evanston City Code. WHEREAS,the successful operation of Ryan Field will in certain respects require separateconsiderationsandrequirements(0 apply during football games (“Football Games"),amplifiedmusicalperformancesinsidethestadiumintendedaspubliclyfacingcapacityconcerts(“Concerts”),and all other times. WHEREAS,Northwestern agrees it will not hold Concerts as authorized by Ordinance 107-O-23 unless Ryan Field is rebuilt. NOW,THEREFORE,in consideration of:the mutual covenants set forth herein,the passage oftheApprovalOrdinances(as defined below),Northwestern's original rights therein,a newly rebuiltRyanField,the legal and regulatory environment as of the Effective Date,and for other good andvaluableconsideration,the receipt and sufficiency ofwhich is hereby acknowledged and agreed;thePartieshereto,intending to be legally bound hereby,agree as follows: I.Recitals.The foregoing recitals are acknowledged to be accurate and are incorporated herein byreference. 2.City Services a.City Personnel.Northwestern shall provide a calendarof known scheduled events by thefirstbusinessdayofcachnewyeartotheCitywherepracticable.The City shall providepersonnel,where practicable,in such quantities,at such locations,and during such hoursasNorthwesternmaydesignate,upon oral or written notice delivered at least three (3)days prior to the date on which such personnel are requested to perform services (the“Event Date(s)");provided,however,that the City,may,but shall not be obligated toprovideanypersonnelunlessNorthwesterndeliverswrittennoticeatleastone(1)monthpriortoanyEventDateandsuchnoticedescribes:(i)the Event Date,(ii)an estimatednumberofpersonnelthattheNorthwesternmightdesignateontheEventDate,and (ii)an estimated number of hours personnel may be requested to work.Ifthe City is unabletoprovidetherequiredminimumstaffing,Northwestern will hire private security orprivatetrafficmanagementasapprovedbytheCitytoensureminimumstaffinglevelsaremaintained.Approval of the additional security will not be unreasonably withheld by theCity. b.Reimbursement.Northwestern shall reimburse the City for theCity's out-of-pocket costsincluding,but not limited to,all special detail rates to Evanston Police Officers,FireDepartmentpersonnelandparkingenforcementofficersonEventDatesincurredinconnectionwithprovidingpersonnelpursuanttoSection2.above necessary for theoperationofRyanFieldaccordingtothereimbursementscheduleattachedasSchedule1hereto,which may be modified from time to time by agreement between the Parties. 3.Tailgating Activities.Northwestern will not permit or facilitate tailgating activities on EventDatesforConcerts. 4.Security Plan.As a precondition of approvalof events at Ryan Field,Northwestern shall deliverasecurityplantotheCitynolessthansix(6)months prior to the first Event Date following the datc onwhichacertificateofoccupancyisissuedforRyanField(the “Security Plan”)for review andapprovalbytheCityManagerortheirdesignee,which Northwestern shall update and deliver to theCityManagerannuallythereafter.Approval of the Security Plan will not be unreasonably withheld.“The failure of Northwestern to deliver or follow the approved Security Plan may be subject to thepenaltiesandremediesofSection15(z).The Parties agree that the Security Plan is exempl from FOIAunder5ILCS140/7(1)(v).The Security Plan shall describe Northwestern's intentions with respect toproviding,supervising or otherwise coordinating Northwester’s security services in connection withtheoperationofRyanFieldwithCityservicesandCitypersonnel,such as,by way of example only,the following a.police and/or security staffing levels;b.use of magnetometers;c.bomb sweeps;andd.coordination with City Police,State of Iiinois Police,and the Federal Bureau ofInvestigation. 5.Sustainability Plan.Northwestern shall deliver sustainability plan in compliance with the City’sClimateActionandResiliencyPlanwherefeasible,to the City no less than six (6)months prior to thefirstEventDatefollowingthedateonwhichacertificateofoccupancyisissuedforRyanField(the “Sustainability Plan”)for review and approval by the City Manager or their designee,whichNorthwesternshallupdateanddeliver10theCityannuallythereafier.Approval of the SustainabilityPlanwillnotbeunreasonablywithheld.The failure of Northwestern to deliver or follow the approvedSecurityPlanmaybesubjecttothepenaltiesandremediesofSection15(a).The Sustainability PlanshalldescribeNorthwestern's intentions with respect to activities related to environmentalsustainabilityinconnectionwiththeoperationofRyanField,such as,by way of example only,thefollowingtopics a.trash clean-up;b.recycling;<.composting;d.water management;ande.greenspace. 6.Traffic Management Plan.Northwestern shall delivera traffic management plan in substantiallytheformofSchedule2attachedheretototheCitynolessthansix(6)months prior to the first EventDatefollowingthedateonwhichacertificateofoccupancyisissuedforRyanField(the “TrafficManagementPlan")for review and approval by the City Manager or their designee,whichNorthwesternshallupdateanddelivertotheCityannuallythereafter.Approval of the TrafficManagementPlanwillnotbeunreasonablywithheld.The failureof Northwestern to deliver or followtheapprovedTrafficManagementPlanmaybesubjecttothepenaltiesandremediesofSection15(a).The Parties agree that the Traffic Management Plan may be exempt from FOIA under 5 ILCS140/7(1)(v)and will be redacted or withheld pursuant to the law.The Traffic Management Plan shalldescribeNorthwestern's intentions with respect to activities related to regulating,managing,controlling,or otherwise affecting traffic flows on Event Dates in connection with the operation ofRyanField,such as,by wayofexample only,the following activities: a.providing or facilitating non-vehicular modesof transportation,including pedestrians andbicycles;b.providing or facilitating shuttles;c.facilitating off-site vehicular parking;d.enabling efficient access to or for transportation network providers and ride share;e.restricting street access;1.coordinating with the Chicago Transit Authority and Metra to enhance ridership;and©.supervising,limiting or otherwise regulating permit parking. 7.Concert Operations Plan.Northwestern shall deliver a concert operations plan to the City nolessthansix(6)months prior to the first Concert Event Date following the date on which a certificateofoccupancyisissuedforRyanField(the “Concert Operations Plan”)for review and approval bytheCityManagerortheirdesignee,which Northwestern shall update and deliver to the City annuallythereafter.Approval of the Concert Operations Plan will not be unreasonably withheld.The failure ofNorthwesterntodeliverorfollowtheapprovedSecurityPlanmaybesubjecttothepenaltiesandremediesofSection15(a).The Concert Operations Plan shall describe Northwestern's intentions withrespecttoactivitiesinconnectionwiththeoperationofConcertsatRyanField,such as,by way ofexampleonly,the following topics: a.managementofnoise levels consistent with the Approval Ordinances and the approvedConcertOperationsPlan; 3 b.sound check protocols;c.traffic and parking management;d.coordination with City personnel prior to and during Concerts;e.staging and underground or off-site storage for trucks and buses;£.fines for noncompliance;g coordination with other largescale events occurring in Evanston;andh.set up and take downof Concert equipment. During the school regular session calendar from approximately Labor Day to Memorial Day,Northwestern agrees that evening concerts on Sunday through Thursday (assuming the next day is notaholiday)will not be permitted without prior approval from the City. 8.Advance Notice of Events.In conjunction with the calendarof Events provided to the City asspecifiedinparagraph2(a)above,Northwestern shall use its best efforts to provide as much advancenoticeasreasonablypossible,but in no event less than one month in advanceof such vents,to theCityandEvanstoncommunityofanyeventsthathavethepotentialtoreachcapacityatRyanFieldortheassociatedplazas. 9.Public Benefits.Northwestern is committed,both through its own efforts and through theeffortsofitscontractorsandvendors,to (i)furthering opportunities for a broad and diversemembershipoftheEvanstoncommunitytoparticipateinandbenefitfromthedesign,construction,maintenance and operation of a newly rebuilt Ryan Field,(ii)fostering a broader relationship andstrengtheningadeeperconnectionbetweenNorthwesternandtheentireEvanstoncommunity,(ii)rebuilding a new Ryan Field,and (iv)helping provide more opportunities for additional futurecollaborationandpartnershipbetweentheNorthwesternandtheEvanstoncommunityasawhole.All‘public benefits are outlined in Ordinance 108-0-23 provided;however,those public benefits are reliantonanewlyrebuiltRyanFieldandtheabilityofNorthwesterntohostConcertsatRyanFieldasprovidedforintheApprovalOrdinanceswithoutunreasonablerestraintsimposedbytheCitybeyondthosecontainedintheApprovalOrdinances,provided that the amusement and liquor tax rates in effectasoftheEffectiveDateshallnotbedeemedunreasonablerestraints.In the event that NorthwesterndemonstratesthatsuchunreasonablerestraintsbeingimposedbytheCityadverselyeffectConcertsbeyondgeneralmarketriskfactors,then such public benefits may be reduced andlor eliminatedaccordinglyatNorthwestern's discretion.Any disputes between the Parties related to such restraintsandtheirimpactonConcerts.that remain unresolved after good faith negotiations between the Partiesshallthenbesubjecttomediation. In light of the broader relationship between Northwestern and the entire Evanston community,and in the spirit of a renewed greater partnership between Northwestem and the City going forward,the Parties agree thal they are committed to collaborating in good faith and reasonably working withoneanotherwithrespecttoallNorthwester/City matters beyond the new Ryan Field for years tocome. 10.Community Advisory Council.Northwestern shall meet at least twice annually with theCommunityAdvisoryCouncil(as hereinafter defined),unless such meetings are reduced and/or suchCommunityAdvisoryCouncilisterminatedinwritingbytheCity.The purpose of the CommunityAdvisoryCouncilshallbetoreviewtheeffectivenessofeachofthePlans(and their respectiveupdates)as required in Paragraphs 4,5,6 and 7;to receive updates on Northwestern's M/WBE hiringduringconstruction;and to gather and address information regarding the operation of facilities in theU2District,including Ryan Field,from neighborhood residents to Northwestern and the City,and viceversa.The Community Advisory Council will make recommendations for further updates to the Plans 4 or for additional actions by the City with respect thereto.As used herein,the “Community AdvisoryCouncil”means a council composed of three (3)members appointed by Northwestern and three (3)members appointed the City.Such members shall be appointed in accordance with such rules asNorthwesternandtheCitymayfromtimetotimeagree. 11.Alcohol Sales.Northwestern will (i)obiain all permits,licenses and approvals required for thesaleofalcoholatRyanFieldanditsEventspriortoopeningofthenewstadium,and (ii)maintain allsuchpermits,licenses and approvals for so long as Northwestern causes vendors to make alcoholavailableatRyanFieldanditsEvents.In connection therewith,Northwestern shall require anyvendorssellingalcoholatRyanFieldtobeproperlylicensedandBASSETtrainedundertherequirementsoftheIllinoisLiquorControlAct,235 TLCS /1-1 et seq,as amended (“Act”),and Title3,Chapter 4 of the Evanston City Code,as amended (the “Code™).In addition,Northwestern willrequireserverstostrictlyfollowallotherapplicableprovisionsoftheAct,the City's Code,and liquorserviceandfoodhandlingindustry-standard practices commonly used in Cook County,Illinois,including,without limitation: a.reviewing customers’identification for compliance with applicable age limits;b.limiting the numberof alcoholic drinks that any individual may purchase;and<.stopping general admission alcohol service in accordance with best practices for FootballGamesandConcerts. Northwestern is relying on the approval of reasonable liquor license for events at Ryan Field in order10expendaverysubstantialamountoftime,money and effort to irreversibly demolish its existingstadiumandthenbuildthenewstadium,and as a condition to provide the public benefits referenced inSection9;provided,however,that if such liquor license is revoked due to liquor license breach ormisconductbyNorthwesternsuchpublicbenefitswillnotbereduced;provided,further,that theincreasedLiquorTaxforCertainAmusementandAthleticEventsapprovedbyOrdinance109-0-23shallnotbedeemedanunreasonableliquorlicenserequirement. 12.Term.The termofthis Memorandum shall be perpetualforso long as Northwestern is hostingFootballGamesandConcertsatRyanFieldpursuanttothatcertainOrdinance108-0-23 Granting theRyanFieldPlannedDevelopmentandthatcertainOrdinance107-0-23 Amending the ZoningOrdinanceRegulationsfortheU2UniversityAthleticFacilitiesDistrict(in forms mutually agreeable10theCityandNorthwestern,collectively,the “Approval Ordinances”),Northwestern retains itsoriginalrightstherein,a new Ryan Field is rebuilt,and a legal and regulatory environment that issubstantiallysimilarasexistedasoftheEffectiveDate.For the avoidance of doubt,to the extent anyterm,condition or provision is explicitly time limited herein,this Section 12 shall not override suchexplicittimelimitation. 13.Notices.Any and all notices,elections or demands permitted or required to be made under thisMemorandumshallbeinwriting,signed by the party giving such notice,election or demand,and shallbedeliveredpersonally,by receipted commercial courier Service,or sent by registered or certifiedUnitedStatesmail,postage prepaid,return receipt requested to the other party at the address set forthbelow,or at such other address as may have heretofore been designated in writing.The date ofpersonaldeliveryorthree(3)days after postmarkofdate of mailing,as the case may be,shall be thedatesuchnotice,election or demand is deemed delivered. Ifo the City:City of Evanston2100RidgeAvenue s Evanston,Illinois 60201Aun:City Manager;Corporation Counsel;_sand If to Northwestern:Northwestern University633ClarkStreetEvanston,Ilinois 60208Attn:Vice President and Chief Operating Officer;Vice President andChiefFinancial Officer;andSeniorExecutiveDirectorofNeighborhoodand Community Relations with copy to:Northwestern UniversityOfficeofGeneralCounsel633ClarkStreetEvanston,Illinois 60208Aun:General Counsel 14.Not an Easement or Public Dedication:Authorizations.Notwithstanding anything herein to thecontrary,and for the avoidance of doubl,except as otherwise expressly provided for in thisMemorandum,nothing herein shall be deemed (0:be an casement,lease or license to any individual,eniity,municipality or the general public;confer any rights,title,interests or benefits upon or in favorofanyindividual,entity,municipality or the general public;be a gift or dedication of any portion ofRyanFieldoritssurroundingareas(0 any individual,entity,municipality or the general public;or aspecificrighttoanyindividual,entity,municipality or the general public to use Ryan Field or itssurroundingareas,other than the general rights of use in common with all other individuals andmembersofthegeneralpublicasexpresslycontemplatedbythisMemorandum;it being the intentionofthePartiesthatthisMemorandumshallbestrictlylimitedtoandforthepurposeshereinexpressed,and for no other use or purpose.The City shall not record this Memorandum or any summary thereof.Provided City personnel are granted access for the purposes of this MOU. 15.Miscellaneous. a.This Memorandum is a legally binding agreement between the Parties,and is legallyenforceableuponeachPartybytheotherPartyincluding,on the part of the City,throughtheenforcementofthepenaltiesandremediesforviolationsoftheEvanstonZoningCodecontainedinSection6-3-10-5of the City Code. b.This Memorandum may only be amended,modified or supplemented in writing signedbyeachParty.The Parties shall enter into such amendments to this Memorandum as maybenecessarytoeffectuatethecontinuedoperationofRyanField. c.Ifany provision of this Memorandum or any word or part thercof or any applicationthereofisdeterminedtobeinvalid,illegal or unenforceable,then such invalidity,illegality or unenforceability shall not affect any other provision of this Memorandum,this Memorandum shall be construed asifsuch invalid,illegal or unenforceable part wereneverincludedherein,the remainder of this Memorandum shall be and remain valid andenforceabletothefullestextentpermittedbylaw,and the Parties shall negotiate in goodfaithtomodifythisMemorandumsoastoeffecttheoriginalintentofthePartiesascloselyaspossible.6 d.“This Memorandum shall be exclusively governed by and construed in accordance withthelawsofIllinois,excluding its choice or conflict of law principles.All disputes andclaimsrelatingtothisMemorandumnotresolvedbetweenthePartiesshallberesolvedexclusivelybybindingarbitrationapplyingIllinoislawandadministeredbyanarbitratormutuallyagreeduponbytheParties.The place of any such arbitration shall exclusivelybeEvanston,Illinois e.The Parties are and shall be independent contractors and this Memorandum shall not beconstruedtocreateanyrelationshipofpartnership,joint venture or other similarrelationship. f.Neither Party shall be liable for any failure of or delay in the performance of thisMemorandumfortheperiodthatsuchfailureordelayisduetoforcemajeure,including,but not limited to:war,temorism,riots,fire,flood,tomado,earthquake,lightning,pandemic,other natural events,explosion,strikes,labor disputes,acts of state orgovernmentalactionprohibitingorimpedinganypartyfromperformingitsrespectiveobligationshereunder,or any other reason beyond the reasonable control of such Party. &Northwestern shall indemnify,defend and hold the City harmless from and against anyandallclaimsfromthirdpartiesfrompersonalinjuryorpropertydamagearisingoutofitsnegligentactionsoromissionsregardingtheoperationsofRyanField,except to theextentcausedbytheCityoranyotherthirdparty(other than Northwestern's contractorsandagents).Northwestern shall obtain Special Event Insurance for all public facingconcerts.The Special Event Insurance shall name the City as an additional insured,which insurance shall include reasonable defense costs for approved claims evenif theindemnificationofthisSection15(g)does not apply.Northwestern shall reimburse theCityforallcostsofdamagetotheCity’s public right-of-wayif damaged by Northwestemoritsassigneesinconnectionwitheventswithacapacityof5,000 or more attendees. h.This Memorandum constitutes the entire understanding of the Parties with respect to itssubjectmatterandsupersedesallprioragreements,written or oral,with respect thereto. i.This Memorandum shall equally apply to any successor or assignofany Party.No PartymayassignordelegateitsrightsorobligationshereunderwithoutthepriorwrittenconsentoftheotherParty,except that Northwestern may assign or delegate any or all ofthisMemorandumortherightsorobligationshereundertoawholly-owned subsidiary ofNorthwesternprovided,however,Northwestern provide notice of any such assignment ordelegationtotheCity;provided,further,that Northwestern shall remain responsible forallobligationspursuanttothisMemorandumintheeventofanassignmentordelegation. J.This Memorandum does not confer any right,benefit or remedy upon any individual,entity or municipality that is not a Party hereto. k.No failure or delay in exercising any right or remedy shall be a waiver thereof.Nowaivershallbeeffectiveunlessinwritingandsignedbythepartysowaiving. 1.“This Memorandum may be executed in counterparts and delivered by electronic means(e.g,fax,email,docusign). [Signature pages follow] 7 IN WITNESS WHEREOF,the undersigned have executed this Memorandum ofUnderstandingaoftheEffectiveDate, NORTHWESTERN UNIVERSITY by:Auch.Name:Is THE CITY OF EVANSTON ByName:pe RF [ES ———AcmvezTs SCHEDULE 3PUBLICBENEFITSPACKAGE In accordance with Section 6-3-6-3 of the Evanston Zoning Ordinance,in order to provide benefits tothesurroundingneighborhoodandtheCityasawholefromtheApprovalOrdinances,to foster abroaderrelationshipandstrengthenadeeperconnectionbetweenNorthwesterandtheentireEvanstoncommunity,and to help provide more opportunities for additional future collaboration and partnershipbetweentheNorthwesternandtheEvanstoncommunityasawhole,and assuming the passage of theApprovalOrdinances,Northwestern retains its original rights therein,a new Ryan Field is rebuilt,andalegalandregulatoryenvironmentthatissubstantiallysimilarasexistedasoftheEffectiveDate,Northwestern agrees to the following public benefits: Fora periodoffifteen (15)vears commencing in 2024: 1.Pay the City $3,000,000 annually as a Good Neighbor Fund,to further projects of interest to theCityandNorthwestern,with final decision of such projects being that of the City with a minimumof$1,000,000 dollars annually will be placed into the City’s Affordable Housing Fund and a‘minimum of $500,000 will be placed into the City’s Climate Action and Resiliency Fund For the first ten (10)years,on cach annual anniversary date of this Memorandum,the GoodNeighborFundcontributionwillbeadjustedbythechangeintheConsumerPriceIndexfortheChicago-Napervlle-Elgin area published by the Bureauof Labor Statistics of the U.S.DepartmentofLaborforthetwelve-month period ending with the month preceding such annual anniversarydate,with such CPI adjustment being capped at 3%for cach twelve-month period.For years I1-15,the annual amount will be the sameas year 10. 2.An annual investment of $500,000 (as supported by a $10 million gift from the Ryan family toNorthwestern)in Evanston local workforce development programming and upskilling initiatives,which may include contributions to other organizations,City programs or Northwestern programsthatarecommittedtoworkforcedevelopmentinEvanston.The City and Northwestern shall worktogethertodevelopthelocalworkforcedevelopmentprogram. 3.An annual investment of $500,000 in racial equity programming,which may include contributions0otherorganizationsorCityprogramscommittedtoracialequity. 4.Contribute at least $1,000,000 per year in aggregate to Evanston nonprofit organizations,community groups,faith-based _institutions and/or schools,which contributions shall bedocumentedandprovidedtotheCity. 5.Enhance efforts to increase applications and admittance of Evanston high school students toNorthwestern,including by establishing a fund of at least $2,000,000 per year to award financialaidt0suchstudents. 6.Contribute at least $250,000 annually towards the revitalizationof downtown Evanston,includingprogramssuchasthe“clean team,”with the goal of continuing to make the downtown businessdistrictattractiveforNorthwesternstudentsandEvanstoncommunitymembersalike. 7.Develop a local hiring and contracting program for design and construction jobs that encouragesthehiringofminorityandwomen-owned business enterprises (“M/WBE”),with priority given toEvanston-based businesses,which program shall reasonably target at least thirty-five percent 35%M/WBE participation in the design and construction of Ryan Field.In connection with itscommitmenttoachieve35%M/WBE participation,Northwestern shall implement or cause 10 beimplementedinitiativesformaximizingparticipationinthedesignandconstructionofRyanField,including:developing and maintaining a project website where contractors and vendors can accessallprojectdocumentsandsignuptoreceivenotifications;collaborating with local,small andsowoues minority business organizations to identify firms that may be interested in participating in theproject,including,by way of example only,Rebuilding Exchange,Hire360,HACIA and theEvanstonChamberofCommerce;hosting pre-construction job fairs;encouraging partnershipsbetweenM/WBES and other vendors;and participating in workforce development initiatives.Northwestern shall publicize its progress towards the commitments above by providing transparentoutlineofeffortsandreportsateachmajorstageoftheproject 8.In partnership with the Kellogg School of Management,provide marketing and advertising supportduringtheperiodofconstructiontohelplocalbusinesses(including through the Central StreetBusinessAssociation)maximize the positive impactofthe new stadium.Engage with the City andotherbusinessdistrictsduringtheconstructionperiodtoendeavortodevelopacohesivepiantoleveragetheadditionalvisitorstoEvanstondrivenbyConcertstobenefitbusinessesacrosstheCity.Such plan may include clements such as ticket packages,meal discounts,marketing,andparking/transportation coordination. 9.Partner with the City to assist with fundraising efforts for the Guaranteed Basic Income Program. 10.Coordinate with the City to establish an internship program at the City for Northwestern students. 11.Partner with the City to evaluate and explore joint development projects in a manner that canstrategicallyaddresskeyissuesandopportunitiesintheCity.Where impactful,make available anduilizetheUniversity’s research and policy expertise to inform decision-making on key issues. Fora period of fifteen (15)vears commencing in the vear of completion of the newly rebuilt RyanField 1.Implement a Concert ticket surcharge in the targeted amount of $3 per ticket and coordinate withtheCitytoremittheproceedsequitablybetweenthetwoEvanstonpublicschooldistrictstobeusedforequitablepurposes,and Northwestern will guarantee such proceedsofat least $500,000 intheaggregateannually. For the first ten (10)years,on cach annual anniversary dateof this Memorandum,such guaranteedproceedsfromtheConcertticketsurchargewillbeadjustedbythechangeintheConsumerPriceIndexfortheChicago-Naperville-Elgin area published by the Bureauof Labor Statistics of the U.S.Departmentof Labor for the twelve-month period ending with the month preceding such annualanniversarydate,with such CPI adjustment being capped at 3%for each twelve-month period.Foryears11-15,the annual amount will be the same as year 10. 2.Guarantee at least $2,500,000 in tax revenue,from liquor and amusement taxes collected directlyfromalleventsheldatRyanField.A minimumof$1,000,000 annuallyof the tax revenue receivedbytheCitywillbeplacedintotheCity’s Affordable Housing Fund.Annually,provide the Citywiththedifferencebetween(a)$2,500,000 and (b)the amount of taxes collected annually by theCityfromalleventsheldatRyanField.In connection with the foregoing,the City shall provideNorthwesternwiththeamountofcollectedtaxesthepreviousyearbyJanuary31andNorthwesternshallpaythedifference,if any,due within 60 days.Such $2,500,000 tax guarantee is reliant on theabilityofNorthwesterntorebuildRyanFieldandhostConcertsatRyanFieldasprovidedforinthe‘Approval Ordinances without unreasonable restraints imposed by the City beyond those containedintheApprovalOrdinances,provided that the amusement and liquor tax rates in effect as of theEffectiveDateshallnotbedeemedunreasonablerestraints.In the event that NorthwesterndemonstratesthatsuchunreasonablerestraintsbeingimposedbytheCityadverselyeffectConcertsbeyondgeneralmarketriskfactors,then such public benefit will be reduced and/or eliminatedaccordinglyatNorthwestem's discretion.Any disputes between the Parties related (0 such Sawoues restraints and their impact on Concerts that remain unresolved afier good faith negotiationsbetweenthePartiesshallthenbesubjecttomediation. For the first ten (10)years,on cach annual anniversary dateof this Memorandum,such guaranteed taxrevenuefromliquorandamusementtaxescollecteddirectlyfromalleventsheldatRyanFieldwillbeadjustedbythechangeintheConsumerPriceIndexfortheChicago-Naperville-Elgin arca publishedbytheBureauofLaborStatisticsoftheU.S.Department of Labor for the twelve-month period endingwiththemonthprecedingsuchannualanniversarydate,with such CPI adjustment being capped at 3%for cach twelve-month period.For years 11-15,the annual amount will be the same as year 10. 3.Host and co-sponsor with the City an annual signature event in Evanson,contributing a least$250,000 per year to such programming.The City shall determine the details for the signatureevent,which shall be coordinatedwith Northwestern. 4.Provide reasonable access for the public to the new open spaces from 7:00am to 9:00pm free ofcharge,subject to reasonable rules and regulations and closures for other purposes. 5.Use efforts to communicate with any Concert promoters to determine whether advance ticket pre-salle windows or other ticket arrangements might be made available exclusively for members of theEvanstoncommunity. 6.Coordinate community movie nights and seasonal festivals at dates and times informed by publicinput,freeofentry charge. 7.Coordinate with the City to facilitate the installation of a local,Evanston-focused mural on theSoutheastfagadeoftherebuiltRyanFieldwhichmayincludeEvanston-focused promotion,textand/or names. For the avoidance of doubt,none of the above cighteen (18)public benefits shall be binding,enforceable or paid unless the Approval Ordinances are passed,Northwestern retains its original rightstherein,a new Ryan Field i rebuilt and the legal and regulatory environment is substantially similar asexistedasoftheEffectiveDate. ‘Northwestern agrees it will not hold Concerts as authorized by Ordinance 107-0-23 unless Ryan Fieldisrebuilt.However,if the Approval Ordinances are passed but Northwestern decides not to rebuild anewRyanField,Northwestern agrees to the following single public benefit (which shall not be deemedataxorpaymentinfieuthereof): Fora period of ten (10)years commencing in 2024: 1.Pay the City $3,000,000 annually as a Good Neighbor Fund,to further projects of interest to theCityandNorthwestern,with final decision of such projects being that of the City (which shallincludeAffordableHousing). On cach annual anniversary dateof this Memorandum,the Good Neighbor Fund contribution willbeadjustedbythechangeintheConsumerPriceIndexfortheChicago-Naperville-Elgin areapublishedbytheBureauofLaborStatisticsoftheU.S.Department of Labor for the twelve-monthperiodendingwiththemonthprecedingsuchannualanniversarydate,with such CPI adjustmentbeingcappedat3%for each twelve-month period. sauwoues