HomeMy WebLinkAbout7.1 PZ-09-17 1900-1980 Carboy Road6/19/2017 BoardDocs® Pro
Agenda Item Details
Meeting
Jun 20, 2017 - REGULAR MEETING OF THE MOUNT PROSPECT VILLAGE BOARD - 7:00 p.m.
Category
7. NEW BUSINESS
Subject
7.1 PZ -09-17 / 1900-1980 Carboy Road / 1900 Carboy LLC / Conditional use to allow a
11 -Noon
Gymnastics School. 1st reading of an ORDINANCE GRANTING A CONDITIONAL USE TO ALLOW A
12-1 pm
GYMNASTICS SCHOOL FOR PROPERTY LOCATED AT 1900-1980 CARBOY ROAD, MOUNT PROSPECT,
1-2 pm
ILLINOIS
Access
Public
Type
Action
Recommended
Approve an ordinance granting a conditional use to allow a gymnastics school for property located
Action
at 1900-1980 Carboy Road, Mount Prospect, Illinois
Public Content
Information
The Petitioner, Professional Gymnastics Center, Inc. is seeking conditional use approval to operate a gymnastics school at
1900-1980 Carboy Road (the "Subject Property"). The Subject Property is located on the west side of Carboy Road and
includes a 70,724 square foot manufacturing and warehouse building with related improvements. The Subject Property
is zoned I1 Limited Industrial and is bordered to the north and west by an I1 Limited Industrial PUD and to the south and
east by the I1 Limited Industrial District.
A gymnastics school is considered a vocational school and requires conditional use approval in the I1 District.
The proposed floor plan indicates that the existing office area would remain unaltered. The warehouse area would be
converted to training areas consisting of floor exercise, balance beams, vaulting area, bar area (parallel and uneven),
young gymnast area, trampoline, and a strength and conditioning area. A reception/party room is also proposed to be
located in the warehouse area.
Hours of operation are estimated as follows:
Monday - Friday 8:00 a.m. to 10:00 a.m. and 4:00 p.m. to 9:00 p.m.
Saturday - 9:00 a.m. to 5:00 p.m.
Sunday - 9:00 a.m. to 5:00 p.m.
Class sizes will vary, with a maximum of twenty (20) students and two (2) staff/instructors during normal workday hours
(9:00 a.m. - 5:00 p.m.), and a maximum of sixty (60) students and four (4) instructors after normal working hours
(5:00 p.m. - 9:00 p.m.) when the other businesses in the center are closed and children are out of school. The
Petitioner provided the following breakdown of classes and anticipated numbers for students and instructors:
Monday -Friday
Class Time Students/Instructors
MAXIMUM ESTIMATED
8-9 am
20/2
9-10 am
20/2
10-11 am
NONE
11 -Noon
NONE
12-1 pm
NONE
1-2 pm
NONE
2-3 pm
NONE
3-4 pm
NONE
Saturday -Sunday
Students/Instructors
MAXIMUM ESTIMATED
NONE
20/2
30/2
45/3
45/3
45/3
45/3
45/3
https://www.boarddocs.comfil/vomp/Board.nsf/Public 112
6/19/2017
BoardDocs® Pro
4-5 pm
20/2
45/3
5-6 pm
20/2
NONE
6-7 pm
25/2
NONE
7-8 pm
60/4
NONE
8-9 pm
60/4
NONE
The Petitioner states that depending on the interest and the growth of the school, they may also hold events or
gymnastic meets that would not exceed eighty (80) participants including instructors and participants. They state that
these events would only be held during weekends or business holidays and would not exceed four (4) events per year.
The Petitioner stated that the only additional people on site will be a cleaning person (after hours) and potentially a
receptionist or in -take staff person.
Staff finds that the conditional use standards have been met and that granting such request would be in the best interest
of the Village. The Planning and Zoning Commission voted 6-0 in favor of the Conditional Use for a Gymnastics school
and recommends auproval of the following motion:
Alternatives
1. "To approve a Conditional Use permit for a gymnastics school at 1900-1980 Carboy Road, Case No. PZ -09-17 subject
to the following conditions:
1. The Petitioner must provide a lease agreement that secures an additional sixty (60) off-site parking spaces at 2000
Carboy.
2. Limiting the peak combined number of staff and students to not more than eighty (80) at any given time.
3. Restripe 1900 Carboy to provide eighty-nine (89) parking spaces, including four (4) accessible spaces, including
signage.
4. Restripe 2000 Carboy to provide one hundred ten (110) parking spaces, including five (5) accessible spaces,
including signage.
5. Compliance with all applicable Village Code requirements, including, but not limited to, fire code, lighting
regulations, sign code regulations, and building regulations."
2. Action at discretion of Village Board.
Staff Recommendation:
Staff recommend approval of an ordinance granting a conditional use to allow a gymnastics school for property located at
1900-1980 Carboy Road, Mount Prospect, Illinois.
Details of the proceedings and items discussed during the Planning and Zoning Commission hearing are included in the
attached minutes.
PZ -09-17 1920 Carboy (CU - gymnastics school).pdf (152 KB) Carboy Application.pdf (1,074 KB)
Lea se—Ride r_executed.pdf (4,116 KB) WaiverRequest.pdf (28 KB) NewWaiverRequest.pdf (167 KB)
PZ -09-17 1900-1980 Carboy.pdf (85 KB)
exhibt A gymnastics school.pdf (86 KB)
Administrative Content
Executive Content
PZ09-17 con use gymnastics school (2) (2).pdf (17 KB)
https://www.boarddocs.comAl/vomp/Board.nsf/Public 2/2
Village of Mount Prospect
Community Development Department
CASE SUMMARY — PZ-09-17
LOCATION: 1900-1980 Carboy Road
PETITIONER: Professional Gymnastics Center, Inc. — Denis Belikov and Andrey Sovenko
OWNER: 1900 Carboy, LLC
PARCEL #: 08-23-401-039-0000
LOT SIZE: 3.2 acres (138,510 sq. ft)
ZONING: I1 Limited Industrial
LAND USE: Manufacturing and Warehouse Building
REQUEST: Conditional Use approval for a Gymnastics School
LOCATION MAP
Village of Mount Prospect
Community Development Department
MEMORANDUM
TO: MOUNT PROSPECT PLANNING & ZONING COMMISSION
JOSEPH P. DONNELLY, CHAIRPERSON
FROM: JASON C. SHALLCROSS, DEVELOPMENT REVIEW PLANNER
DATE: MAY 15, 2017
HEARING DATE: MAY 25, 2017
SUBJECT: PZ -09-17 / 1900-1980 CARBOY RD. / CONDITIONAL USE (GYMNASTICS
SCHOOL) / DENIS BELIKOV AND ANDREY SOVENKO
BACKGROUND
A public hearing has been scheduled for the May 25, 2017 Planning & Zoning Commission meeting to review the
application by Professional Gymnastics Center, Inc. (the "Petitioner"), regarding the property located at 1900-
1980 Carboy Road (the "Subject Property"). The Petitioner is seeking conditional use approval to operate a
gymnastics school. The P&Z Commission hearing was properly noticed in the May 10, 2017 edition of the Daily
Herald newspaper. In addition, the Petitioner has completed the required written notice to property owners within
250 -feet and staff posted a public hearing sign on the Subject Property.
PROPERTY DESCRIPTION
The Subject Property is located on the west side of Carboy Road and includes a 70,724 square foot manufacturing
and warehouse building with related improvements. The Subject Property is zoned I1 Limited Industrial and is
bordered to the north and west by an I1 Limited Industrial PUD and to the south and east by the I1 Limited
Industrial District.
SUMMARY OF PROPOSAL
A gymnastics school is considered a vocational school and requires conditional use approval in the I1 District.
The proposed floor plan indicates that the existing office area would remain unaltered. The warehouse area would
be converted to training areas consisting of floor exercise, balance beams, vaulting area, bar area (parallel and
uneven), young gymnast area, trampoline, and a strength and conditioning area. A reception/party room is also
proposed to be located in the warehouse area.
Hours of operation are estimated as follows:
Monday — Friday 8:00 a.m. to 10:00 a.m. and 4:00 p.m. to 9:00 p.m.
Saturday — 9:00 a.m. to 5:00 p.m.
Sunday — 9:00 a.m. to 5:00 p.m.
Class sizes will vary, with a maximum of twenty (20) students and two (2) staff/instructors during normal
workday hours (9:00 a.m. — 5:00 p.m.), and a maximum of sixty (60) students and four (4) instructors after normal
working hours (5:00 p.m. — 9:00 p.m.) when the other businesses in the center are closed and children are out of
PZ -09-17
Planning & Zoning Commission Meeting May 25, 2017 Page 3
school. The Petitioner provided the following breakdown of classes and anticipated numbers for students and
instructors:
The Petitioner states that depending on the interest and the growth of the school, they may also hold events or
gymnastic meets that would not exceed eighty (80) participants including instructors and participants. They state
that these events would only be held during weekends or business holidays and would not exceed four (4) events
per year. The Petitioner stated that the only additional people on site will be a cleaning person (after hours) and
potentially a receptionist or in -take staff person.
PARKING
The Petitioner anticipates that gymnastic meets or events would not exceed eighty (80) staff and students. Based
on the peak number of employees and students anticipated, the gymnastics school will require a total of seventy-
nine (79) parking spaces. This is in addition to the forty-two (42) spaces required by all other current tenants in
the multi -tenant building, totaling one hundred twenty-one (121) required spaces. The Plat of Survey indicates
seventy two (72) standard parking spaces with no accessible parking spaces. However, the Subject Property has
an unused area available to be striped to add an additional 20 parking spaces. With the conversion of the
additional area (formerly striped for semi -tractor parking) to customer parking, the 1900 Carboy site would have a
total of eighty-nine 89 parking spaces, including four (4) accessible parking spaces. The Petitioner has also taken
steps to obtain the use of an additional sixty (60) parking spaces at the 2000 Carboy building. The eighty-nine
(89) on-site parking spaces and sixty (60) off-site parking spaces would total one hundred forty-nine (149)
provided spaces when one hundred twenty-one (12 1) are required.
Monday -Friday
Saturday-Sundav
Students/Instructors
Stud ents/Instructors
Class Time
MAXIMUM ESTIMATED
MAXIMUM ESTIMATED
........._._.... __....._.....
8-9 am
�.....
20/2
NONE
9-10 am
......................
20/2 _............_
20/2
10-11 amNONE
_....._........................................_
30/2
--------------------
___________........11-Noon
I I -Noon
NONE
.............. ..__
45/3
....__.......................�.......W_�
12 -fpm
NONE ................��....
_.. 45/3
1-2pm_�
._..._.......
NONE
_...................... _ ...._
. ......... 45/3
2-3 pm
NONE
45/3
3-4 pm .....�.
........................ NONE
........- .......... _ 45/3
4-5 pm
20/2
................... .....
45/3
.......... .................... _.__
5-6 pm
20/2NONE
..- ...........................
.—._.____..
6-7 pm
.............�......
25/2 ..
. NONE
7-8 =60/4
........................
_ _..................
NONE
_.............
8-9 pm
60/4
NONE
The Petitioner states that depending on the interest and the growth of the school, they may also hold events or
gymnastic meets that would not exceed eighty (80) participants including instructors and participants. They state
that these events would only be held during weekends or business holidays and would not exceed four (4) events
per year. The Petitioner stated that the only additional people on site will be a cleaning person (after hours) and
potentially a receptionist or in -take staff person.
PARKING
The Petitioner anticipates that gymnastic meets or events would not exceed eighty (80) staff and students. Based
on the peak number of employees and students anticipated, the gymnastics school will require a total of seventy-
nine (79) parking spaces. This is in addition to the forty-two (42) spaces required by all other current tenants in
the multi -tenant building, totaling one hundred twenty-one (121) required spaces. The Plat of Survey indicates
seventy two (72) standard parking spaces with no accessible parking spaces. However, the Subject Property has
an unused area available to be striped to add an additional 20 parking spaces. With the conversion of the
additional area (formerly striped for semi -tractor parking) to customer parking, the 1900 Carboy site would have a
total of eighty-nine 89 parking spaces, including four (4) accessible parking spaces. The Petitioner has also taken
steps to obtain the use of an additional sixty (60) parking spaces at the 2000 Carboy building. The eighty-nine
(89) on-site parking spaces and sixty (60) off-site parking spaces would total one hundred forty-nine (149)
provided spaces when one hundred twenty-one (12 1) are required.
PZ -09-17
Planning & Zoning Commission Meeting May 25, 2017
The following table summarizes the parking requirement for 1900 Carboy:
Page 4
Tenant Classification
Size (sq.ft.)
Parking Requirement
Spaces Required
Gymnastics School
2 spaces per 3 employees
11,125
plus 1 space per maximum
78.67
(4 employees, 76 students)
number of students
Phoenix Rising (Warehouse)
21,100
Warehouse
14.07
1 space per 1,500 square feet
Cardone (Warehouse)
23,670
Warehouse
15.78
1 space per 1,500 square feet
AMD
8,863
1 space per 1.5 employees
plus 1 space per company
6.67
(7 employees, 2 vehicles)
vehicle
Accutrack
1 space per 1.5 employees
6,238
plus 1 space per company
6.00
(6 employees, 2 vehicles)
vehicle
Total Spaces Required
121
89 on-site, 60 off-site
Total
Total Spaces Provide
(149 standard & 4 accessible)
ADDITIONAL STAFF COMMENTS
%api — The petitioner must submit a revised parking lot striping plan indicating a minimum of four (4)
accessible parking spaces at 1900 Carboy and five (5) accessible parking spaces at 2000 Carboy, including
signage.
Build] g, — A tenant build out and floor plan must be submitted at time of building permit plan submittal. The
plans shall include a life safety plan, occupant load, and bathroom location and quantity.
Fire — An egress plan including occupant loads, travel distances, egress widths, and common path of travel
distances will be required when the building plans are submitted for review. Further, a fire sprinkler system in
accordance with NFPA 13 and an alarm system will be required. Fire sprinkler shop drawings, hydraulic
calculations, fire alarm shop drawings with point to point wiring diagrams, battery load calculations, and
equipment cut sheets will be required at time of building permit plan submittal. While these are issues to be
addressed as part of the building permit process, these requirements are included as part of the Staff Report in an
effort to ensure the Petitioner is aware of the requirements and submits the necessary documentation.
CONDITIONAL USE STANDARDS
The standards for conditional uses are listed in Section 14.203.F.8 of the Village Zoning Ordinance and include
seven specific findings that must be made in order to approve a conditional use. The following list is a summary
of these findings:
The conditional use will not have a detrimental impact on the public health, safety, morals, comfort or
general welfare;
PZ -09-17
Planning & Zoning Commission Meeting May 25, 2017
Page 5
• The conditional use will not be injurious to the use, enjoyment, or value of other properties in the vicinity
or impede the orderly development of those properties;
• There is adequate provision for utilities, drainage, and design of access and egress to minimize congestion
on Village streets; and
• The request is in compliance of the conditional use with the provisions of the Comprehensive Plan,
Zoning Code, and other Village Ordinances.
Per the Petitioner, the gymnastics school will not be a detriment to or endanger the welfare or the public. The
Professional Gymnastics Center, Inc (PGC) facility will be a benefit to the public by providing a safe and
controlled environment for the teaching and advancement of gymnastics skills for both children and adults. The
Petitioner states that the PGC site will have no negative impacts on adjacent properties nor will it impair property
values. No additional construction work or improvements to the tenant space will be required and granting a
conditional use for a gymnastics studio will not prevent other sites to orderly develop. The Petitioner states that
the PGC site will be a benefit to the community and will help bring participants from around the Chicagoland area
to the Village of Mount Prospect to participate at a world-class training facility.
Staff has reviewed the Petitioner's request and is supportive. Other departments reviewed the Petitioner's
proposal and did not object to the use or find that it would have an adverse impact on the adjacent properties.
Conditional uses for gymnastics schools have been approved for several properties in the Village including 520,
550, and 900 Business Center Drive. The Village most recently approved the same request at 600 Wheeling Road
in 2014 (PZ -23-14).
RECOMMENDATION
Staff believes the gymnastics school meets the conditional use standards subject to complying with the conditions
listed below and that granting such requests would be in the best interest of the Village. Based on these findings,
Staff recommends that the Planning & Zoning Commission recommend approval of the following motion:
"To approve a Conditional Use permit for a gymnastics school at 1900-1980 Carboy Road, Case No. PZ -09-17
subject to the following conditions:
1) The Petitioner must provide a lease agreement that secures an additional sixty (60) off-site parking
spaces at 2000 Carboy.
2) Limiting the peak combined number of staff and students to not more than eighty (80) at any given
time.
3) Restripe 1900 Carboy to provide eighty-nine (89) parking spaces, including four (4) accessible
spaces, including signage.
4) Restripe 2000 Carboy to provide one hundred ten (110) parking spaces, including five (5) accessible
spaces, including signage.
5) Compliance with all applicable Village Code requirements, including, but not limited to, fire code,
lighting regulations, sign code regulations, and building regulations."
The Village Board's decision is final for this case.
I concur:
William J. Cooney, AICP, Director of Community Development
&lIAPLAMPIn ing&. 2Nning COMMM&L 2017tStufTK,7rom\?Z-09171920 C.boy(CU -gy,nn 6a s;6-1),d.c
VILLAGE OF MOUNT PROSPECT
Community Development Department — Planning Division
50 S. Emerson Street
Mount Prospect, Illinois 60056
Phone: (847) 818-5328
Fax: (847) 818-5329
Zoning Request Application
rtr
OFF!1C1LA,L USE ONLY completed by Village Staff)
. . .. ......
Case Number: P&Z Date of Submisslon:
Development Name/Address:
1, SUBJECT PROPERTY
Mdress(es-__l'.9_2(" Carb py Moof a C
' P
.60056,
Zoning District (s): ____17
Parcel Index Number(s) (PIN): _08-23-401-039-0000
Adjacent Zoning Districts:
To the North:
Property Area: 134.633.9 U_aCres), Sq.Ft.
Adjacent Land Uses:
To the North: Shell
To the South:T-1 "
To the South:
. . . ........ Industrial
To the East:To the East: Manufacuring
To the West: To the West: Shell
R. ZONING REQUEST(*) (Check all that apply)
Conditional 'Lis'e-:"For ,.S')Or-ts- traigA 'I
pl, faef,_Iq W
for teachlngAq�c
"p
_'.'gyyyL
El Variation(s): From Chapter 14, Section(s)
El Zoning Map Amendment: Rezone From to
El Zoning Text Amendment: Section(s)
hfttOrY and experience at
lc ,tra1n1ug.,'.-Th1s facility would
be similar in use shown t other_ppqrta
. .. ... . ...a.... ...... f1w)WIAn't frospegt'.
Hours of Operation: to be determined
7
IV. APPLICANT (all correspondence will be sent to the applicant)
V. PROPERTY 0VVNER
1. Developer Name:
Address.
Phone:
2. Architect Name:
Address:
Phone:
3. Engineer Name:
Address:
Phone:
Accessible
VIM DEVELOPMENTIPROJIECT PROFES81ONALS
8
Email:
Fax:
Email:
Fax:
Email:
Fax:
Accessible
1,2,177 Sa5t.
Land Use:
Land Use:
Building Setbacks: (N)
Feet, es
Building Setbacks: (N)
-I'
Feet, Inches
(S) .
. ........ ... Fee -t,,1 Inches
(S)
Fleell, I p-chles
(E)
Feet, Inches s
(E)
Feet, Inches
. . . . ..................
Felet',"'Iriches..,
(W)
Feet,lnches
Lot Coverage:
Lot Coverage:
(Overall Impervious)
Sq'.Ft,
(Overall Impervious)
m (I,FL
I Parking Provided:
Standard
Parking Provided:
Standard
1. Developer Name:
Address.
Phone:
2. Architect Name:
Address:
Phone:
3. Engineer Name:
Address:
Phone:
Accessible
VIM DEVELOPMENTIPROJIECT PROFES81ONALS
8
Email:
Fax:
Email:
Fax:
Email:
Fax:
Accessible
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CAflCAI�,, fl—LIN')IS 60654
ViNage. of Viount llrcsped
Cornrnurnity Devek)rjrnera Department - Diarir6nU DevekDprflein�
50 East
N/1 i I t P r (), sp e n ii;') V 0() 5 6
Rptj,5e Zoning Reque5t - 1920 Garhe.,) A4ountPrj2,5,oec1, 1,i
ly,
Pivlbssiona/ (�yrnnasticy Cente?r, 1)7c
hear Sir/Nlad'.j I'll'
My office represenLs the interest of Professional Gy rnnastics Center, Inc. (hereinafter "PGC"),
an flh'nois Corporation of the j,')roperty located in Mount Prospect at 1920 Carboy Street,
'This iett-er, Zoning ReqUest Appkation, and attachments constitute ttie Conditional t.1se
Zoriong Request for IPGC,
PGC's appkabon meets the applk-able standards required by the Vllk---ige of Mount Prospect
ad'shouWbaprov
y the Nanning and Zoning Corrif-rilssion after appropriate,onsonThVWage requires the fokwlng standards fora successfkA Conditional Use
Znning ReqUest Apphcaticiw
L That the establishment maintenance, or operation of the conditional use will
not be detrimental to, or endanger the public health, safety, morals, comfort,
or general welfare,
The gyminasdcs training .studio and classroorn with riot be a detriment to or
endangeir the welfare of the Public. The PGC facility a�.(I be a beriefit to the pubk by
providing a safe arid contro[led environirrient for the teacNing and advancement of
gyr-rinastics shills for both chl'ildren and adults. Both owners of PGC have extensive training,
skills, experience, and dedication to operate a top-notch gymnastics studio utilizing the best
equipment, staff, training, and experience for both participants and visitors.
Z. That the conditional use will not be injurious to the uses and enjoyment of
other property in the immediate vicinity for the purposes already permitted, nor
substantially diminish and impair property values within the neighborhood in
which it is to be located;
Cte.for� The PGC will have no negative impact on the adjacent property nor will it impair
property values. The PGC site will actually be a benefit to the community and will help bring
participants from around the Chicagoland area to the Village of Mount Prospect to
participate at a world-class training facility. Most students will be driven by parents or
guardians who will be spending time in Mount Prospect utilizing the business services of
other commercial sites in Mount Prospect, all the beneift of the Village.
3. That the establishment of the conditional use will not impede the normal and
orderly development and improvement of the surrounding property for uses
permitted in the district;
RgVQg : Our establishment will not impede the normal and orderly development and
improvement of the surrounding property as we will be operating the facility under its
current condition without changes. No additional construction work or improvements to the
site or area will be required and granting a conditional use for a gymnastics studio will not
prevent other sites to orderly develop their property.
4. That adequate public utilities, access roads, drainage and/or necessary facilities
have been or will be provided;
Response: The utilities, access roads and drainage are adequate for our facility as our
establishment is based on teaching and instruction will not require heavy usage of the
aforementioned items.
5. That adequate measures have been or will be taken to provide ingress and
egress so designed as to minimize traffic congestion in the public streets;
Rp,q : Gymnastics training requires more one-on-one training with students or in small
groups. Unlike other team sports (lacrosse, football, soccer, baseball, etc.) that would bring
a high number of participants for each training session, gymnastics training requires fewer
participants who receive more detailed and one-on-one training. The PGC will operate the
facility under its current condition without changes to existing ingress and egress which will
be more than ample for our establishment and should not cause congestion as our students
arrive and depart from classes at our facility.
6. That the proposed conditional use is not contrary to the objectives of the
current Comprehensive Plan for the Village; and
orzc There is no evidence that the creation of a gymnastic studio would impact the
objectives of the current Comprehensive Plan for the Village. The PGC site would provide
economic development of a formerly vacant space that will be available for use by all
residents from all age groups as well as enticing those outside of Mount Prospect to visit the
Village as consumers.
7� That the conditional use shall, in all other respects, conform to the applicable
regulations of the district in which it is located, except as such regulations may,
in each instance, be modified pursuant to the recommendations of the Planning
& Zoning Commission.
This conditional use shall conform to the applicable regulations of the district which it is
located as well as any recommendations proposed by the Planning & Zoning Commission.
As always, if you have any questions or concerns regarding this application or materials
provided in support, please do not hesitate to contact me at your earliest convenience.
Very truly yours,
Scott D. VerheyMw.
SDV/dn
Enclosures
TI+F. LAW OFF'ICE'S OF
734 NORTH WELLS SrREEr
CHICAGO, ILLINOIS 60654
.Sco'rr 0 NERHEr
May 16, 2017
Via Electronic Mail
Mr. Jason C. Shallcross
Development Review Planner
Village of Mount Prospect
50 East Emerson Street
Mount Prospect, Illinois 60056
Re.• Conditional Use Zoning Request -1920 Carboy, Mount Prospect, If
Professional Gymnastics Center, Inc.
Dear Jason:
GK COUNSFIL
L.F_ONARO w AMARI
I represent the Professional Gymnastics Center, Inc. (hereinafter "PGC"). In response to your
request, here are additional details about the proposed operations of PGC at the 1920 Carboy Street
site:
1.
Proposed hours of operation currently estimated as follows:
Monday - Friday 8:00 a.m. to 9:00 p.m.
Saturday - 9:00 a.m. to 5:00 p.m.
Sunday - 9:00 a.m. to 5:00 p.m.
2. Peak number of students: PGC anticipates starting with approximately 20 students
and growing to approximately 80 students
3. Peak number of staff: PGC anticipates utilizing 2 staff members
4. Peak number of instructors: PGC estimates having between 10-15 instructors at the
facility. Most, if not all (except for PGC owners) will be
part-time instructors.
Via Electronic Mai/
Mr. Jason C. Shallcross
May 16, 2017
Page 2
5. Preliminary floor layout
showing equipment locations: See FGA Preliminary Floor Plan attached as Ex A.
As always, if you have any questions or concerns regarding this application or materials
provided in support, please do not hesitate to contact me at your earliest convenience.
Very truly yours . �Scott D. Verhey
SDV/dn
Enclosure
Professional Gystirs Center., Inc.
Professional Gymnastics Center, Inc.
P re li,
minary Floor Plan
1920 Carbo} Road > Site Ptan
1. Floor Exercise
2. Balance beams
3. Vaulting Area
4. Bar Area (Parallel and uneven)
S. Young Gymnast Area
6. Trampoline
7. Strength and Conditioning
8. Reception/Party boom
THE LAW OFFICES OF
SCOTT D. VFRI-TEY
734 NORTH WELLS STREET
CHICAGO, ILLINOIS 60654
(312) 255-8333
SCOTT D, VERHGY
May 17, 2017
Via Electronic Mail
Mr. Jason C. Shallcross
Development Review Planner
Village of Mount Prospect
50 East Emerson Street
Mount Prospect, Illinois 60056
.° Conditional Use Zoning Request -1920 Carboy, Mount Prospect, Il
Professional 1ynastics Center, Inc.
Dear Jason:
OF COUNSEL
LEONARD F. AMARI
Please find sUme��tal responses for the proposed operations at the 1920 Carboy Street site:
1. Parking.
The property located at 1920 Carboy Street is managed by the Brennan Investment Group
LLC ("Brennan"), The landlord of the 1920 Carboy site also owns the buildings located at 1900
Carboy Street and 2000 Carboy Street in Mount Prospect. All buildings are managed by Brennan
and all are within walking distance from the entry at 1920 Carboy Street, directly south. The current
location currently has 73 parking spots with an unused area available to be striped to add an
additional 20 parking spaces. With the conversion of the additional area (formerly striped for semi -
tractor parking) to customer parking, the 1920 Carboy Street site would have a total of 89 parking
spaces, including 4 accessible parking spaces.
Professional Gymnastic Center, Inc. ("PGC") has taken steps to obtain the use of an additional
60 parking spaces at the 1900 Carboy Street Building, the middle parking lot between 1900 and
2000 Carboy, and at the 2000 Carboy building. The busiest time for PGA will be during the off -
hours (after 5:00 p.m.) and during the weekends. During these periods, all parking locations will be
vacant. Finally, the building located at 2000 Carboy is approximately 60% vacant and not utilizing
all the available parking. Attached as Exhibit A is an email from Brennan's Property Manager
confirming the additional 60 parking spaces available for PGC use.
Page 2
2. Proposed hours of operation:
PGC will offer high-level gymnastic training classes lasting 60 minutes each. A large majority
of classes are held when the subject property is empty and after business hours kept by neighboring
properties, including those where PGC will obtain additional parking:
59% of classes held during weekend
73% of classes during the week will be held after 5:00 p.m.
89% of ALL CLASSES held either during weekend or after 5:00 p.m.
Each class will be limited to students and instructors as follows:
CLASS
MONDAY - FRIDAY
SATURDAY - SUNDAY
Students / Instructors
Students / Instructors
MAXIMUM ESTIMATED
MAXIMUM ESTIMATED
8-9 am
20/2
NONE
9-10 am
20/2
20/2
10-11 am
NONE
30/2
11 -Noon
NONE
45/3
12-1 pm
NONE
45/3
1-2 pm
NONE
45/3
2-3 pm
NONE
45/3
3-4 pm
NON E
45/3
4-5 pm
20/2
45/3
5-6 pm
20/2
NONE
6-7 pm
25/2
NONE
7-8 pm
60/4
NONE
8-9 pm
60/4
NONE
Page 3
PGC's initial estimate of instructors failed to explain that PGC may have visiting instructors or
specialists for specific skills or instructions. The number of instructors estimated above will not be
exceeded for class. The only additional people on site will be a cleaning person (after hours) and
potentially a receptionist or in -take staff person.
Depending on the interest and the growth of the school, PGC may hold events or gymnastic meets
that would not exceed 80 participants including instructors and participants. These events would
only be held during weekends or business holidays and would not exceed 4 events per year.
As always, if you have any questions or concerns regarding this application or materials provided
in support, please do not hesitate to contact me at your earliest convenience.
Very truly yours,
Scott D. Verhey
SDV/dn
Enclosure
Scott Verhey
From: Ashley Baker < ' ABaker@brennanllc.com>
Sent Wednesday, May 17, 2017 4:06 PM
To: Scott Verhey
Subject: RE: 1920 Carboy - Mt. Prospect
Scott,
Per our conversation, there are an additional 60 parking spaces available for The Professional Gymnastics Center Inc. at
both the 1900 Carboy building, middle parking lot (between 1900-2000 Carboy) and the 2000 Carboy building. If you
need anything further please let me know,
Thanks,
Ashley
Ashley Baker I Property Manager
Brennan Investment Group LLC
9450 W Bryn Mawr, Suite 750 1 Rosemont, IL 60018
T 84/306-6823 1 F 773�•79?,0198 1 C 77.3:.822 67
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File Number 7123-202-6
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To all to whom these Presents Shad Come, Greeting:
I, Jesse White, Secretary of State of the State of Illinois, do hereby
certify that I am the keeper of the records of the Department of
Business Services. I certify that
PROFESSIONAL GYMNASTICS CENTER, INC., A DOMESTIC CORPORATION,
INCORPORATED UNDER THE LAWS OF THIS STATE ON APRIL 05, 2017, APPEARS TO
HAVE COMPLIED WITH ALI, THE PROVISIONS OF THE BUSINESS CORPORATION ACT
OF THIS STATE RELATING TO THE PAYMENT OF FRANCHISE TAXES, AND AS OF THIS
DATE, 1S IN GOOD STANDING AS A DOMESTIC CORPORATION IN THE STATE OF
ILLINOIS.
In Testimony e°eot i hereto set
my hand and cause to be affixed the Great Seal of
the State of Illinois, this 5TH
day of APRIL A.D. 2017
Authentication 0: 1709502492 verifiable until 04/05/2018
Authenticate at: http:/Avww.cyberddveillinois.com
"IF
MEL=-.Wj
Attached 'is the information, and below Is the lost of tenants:
Phoenix Rising: 21,100 sf
Cardone: 23,670 sf
Let me know If you need anything else.
Ashley
Astiley Baker I Property Mariager
Brennan Ir pit Gmup LA C
9450 W. Ellyn Maver, Suite 750 1 Rosemont, 11. 60018
1 847-306-6823 1 F 773,792-01r98 I C 773 -822-3674
Professional Gymnastics Center, Inc.
1920 Carboy Road, Mount Prospect, IL 60056
April 9, 2017
RE: 1920 Carboy — Professional Gymnastics Center, Inc.
Mr. Jason Shalicross,
We are writing to kindly request that the second reading in front of the Village Board scheduled fortune
201h, 2017 be waived.
Sincerely,
,w ..
Andrey Sovenko
Denis Belikov
Owners
Professional Gymnastics Center, Inc.
11 E C01`�)Y
Ill's -r. PROSPECT
Date: Ogll l)— 0/ 1
RECEIVED
APR 1 2017
Village of Mt. Prospect
Professional Gymnastics Center, Inc.
1920 Carboy Road, Mount Prospect, IL 60056
April 9, 2017
RE: 1920 Carboy —Professional Gymnastics Center, Inc.
Mr. Jason Shallcross,
We are writing to kindly request that the second reading in front of the Village Board scheduled for June
20", 2017 be waived.
Sincerely,
Andrey Sovenko
Denis Bellkov
Owners
Professional Gymnastics Center, Inc.
F11 ,,,E COPY
VH LAGE OF
. PROSPECT
Date: 00012 0/ 1
RECEIVED
IIIA 10 2017
Village of Mt. Prospect
,y� rommu�nit+ Develo ment
1920 S. CARBOY
■
F-13 a J -L WN -wk h I
1900 CARBOY LLC,
an Illinois limited liability company
("LANDLORD")
WE
PROFESSIONAL GYMNASTICS CENTER, INC.,
an Illinois corporation
("TENANT")
LEASE AGREEMENTj
This Lease Agreement (the "Lease") is made and entered into as of April _, 2017, by
and between 1900 CARBOY LLC, an Illinois limited liability company ("Landlord") and
PROFESSIONAL GYMNASTICS CENTER, INC., an Illinois corporation ("Tenant").
Section 1. Basic Lease Information.
(a) "Base Rent" means.
Annual Rate
Period Per Sal ua r e Foot
Annual irvlonthlx!
Base Rent Base Rent:
July 1, 2017
— June 30, 2018
$7.25
$88,283.28
$7,356.94
July 1, 2018
— June 30, 2019
$7.40
$90,048.96
$7,504.08
July 1, 2019
— June 30, 2020
$7.54
$91,849.92
$7,654.16
July 1, 2020
— June 30, 2021
$7.69
$93,686.88
$7,807.24
July 1, 2021—
June 30, 2022
$7.85
$95,560.68
$7,963.39
(b) "Broker" means Spaces Real Estate, as Tenant's Broker.
(c) "Building" means the building located at 1900 S. Carboy, Mount Prospect,
Illinois.
(d) `Building Systems" mean all mechanical, electrical, drainage, lighting, heating,
ventilation, air conditioning, refrigeration, security and alarm, plumbing, dock equipment,
utilities and other mechanical and electrical systems installed in or used in the operation of the
Premises.
(e) "Commencement Date" means July 1, 2017,
(f) "Common Areas" means those portions of the Property that are designated by
Landlord for the common use of tenants and others, such as sidewalks and parking areas.
(g) "Expenses" mean all costs and expenses of every kind incurred by or on behalf of
Landlord in connection with operating, maintaining, repairing, and managing the Property,
including, but not limited to, management fees, and utility costs attributable to the Premises, if
applicable.
(h) "Expenses Base Amount" means the aggregate amount of Expenses due and
payable in the calendar year 2017.
(i) "Fixtures and Equipment" mean all fixtures (excluding Tenant's Trade Fixtures),
machinery and equipment which are necessary for the general operation and maintenance of the
Premises.
PA
0) "Law" means any applicable statute, code, ordinance, order, rule and regulation of
any municipal or governmental entity.
(k) "Leasehold Improvements" mean all improvements to the Premises.
(1) "Permitted Use" means general warehouse, office use, and, to the extent Tenant
obtains the necessary approvals for such uses, a gymnastics school and training facility and uses
related to the gymnastics school and training facility, but for no other use or purpose.
(m) "Premises" means the area shown on Exhibit A to this Lease. The Premises are
located in the Building and have a street address of 1920 S. Carboy, Mount Prospect, Illinois.
(n) "Property" means the Building, the land on which the Building is located, the
Common Areas and, at Landlord's discretion, any other land or improvements serving the
Building.
(o) "Rentable Square Footage of the Building" is deemed to be 78,498 square feet.
(p) "Rentable Square Footage of the Premises" is deemed to be 12,177 square feet.
Landlord and Tenant stipulate and agree that the Rentable Square Footage of the Building and
the Rentable Square Footage of the Premises are correct and shall not be remeasured.
(q) "Security Deposit" means $29,427.76.
(r) "Taxes Base Amount" means the aggregate amount of Taxes due and payable in
the calendar year 2017.
(s) "Tenant's Pro Rata Share" means 15.51%, which is the quotient expressed as a
percentage derived by dividing the Rentable Square Footage of the Premises by the Rentable
Square Footage of the Building.
(t) "Tenant's Property" means Tenant's Trade Fixtures and equipment, furniture,
signs, goods and materials owned by Tenant.
(u) "Tenant's Trade Fixtures" mean the trade fixtures installed by Tenant in the
Premises at Tenant's expense, which may be removed without damage to the structure of the
Building.
(v) "Term" means the period commencing on the Commencement Date and, unless
terminated early in accordance with this Lease, ending on the Termination Date.
Notwithstanding the foregoing, the actual Commencement Date shall be the later of July 1, 2017
and the date on which Tenant obtains its CUP and Mount Prospect business license, and the
actual Termination Date will instead be the last day of the Term as determined based upon the
Commencement Date, extended by the number of days necessary to end the Term on the last day
of a month. Tenant's failure to obtain the CUP or Mount Prospect business license by the
anticipated Commencement Date shall not be a default by Tenant. Promptly after the
determination of the actual Commencement Date, if such date is other than July 1, 2017,
Landlord and Tenant shall enter into a commencement letter agreement in the form attached as
Exhibit B,
(w) "Termination Date" means June 30, 2022,.
(x) "Conditional Use Zoning Request" means the conditional use zoning request
made by Tenant to the Village of Mount Prospect, Illinois to obtain village approval of Tenant's
operation of a gymnastics school and training facility in the Premises.
Section 2. Lease Grant.
Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord,
together with the Common Areas.
Section 3. Possession.
(a) Tenant accepts the Premises in its "as is" condition and configuration.
Notwithstanding the foregoing, prior to occupancy, Landlord shall demise the Premises, at its
sole cost and expense, to separate the same from the other portions of the Building, and
Landlord shall ensure that all dock doors, dock levelers, lights and ballasts, and all mechanical
systems are in good working order. By taking possession of the Premises, Tenant agrees that the
Premises are in good order and satisfactory condition and that Landlord has completed all work
required to be completed by Landlord pursuant to this Section 3, Other than as set forth in this
Section 3, Landlord makes no representations or warranties regarding the condition of the
Premises or the Building. If Landlord is delayed in delivering possession of the Premises or any
other space due to the holdover or unlawful possession of such space by any party, Landlord
shall use reasonable efforts to obtain possession of the space, Notwithstanding anything
contained to the contrary in this Lease, if Tenant has (i) been denied a conditional use permit
from the Village of Mount Prospect, Illinois (the "CUP") in response to its Conditional Use
Zoning Request or has been denied or failed to obtain a business license from the City of Mount
Prospect, or (ii) or has not obtained a CUP in response to its Conditional Use Zoning Request
on or before July 31, 2017, then this Lease shall automatically terminate and be of no further
force or effect (the "Early Termination Date"), on the earlier to occur of (y) the date Tenant
notifies Landlord in writing that Tenant has been denied a CUP or Mount Prospect business
license, and (z) August 1, 2017, if by July 31, 2017 Tenant has neither obtained nor been denied
a CUP or a business license from the City of Mount Prospect. As of the Early Termination
Date, neither party shall have any further rights or obligations under the Lease, except those
which by the provisions of this Lease expressly survive the expiration of the Term or except
with respect to obligations and liabilities which accrued prior to the Early Tennination Date. If
the Lease terminates on the Early Termination Date, Landlord shall, no later ten (10) business
days after such date, (i) return the unused Security Deposit to Tenant and, (ii) if the Early
Termination Date is prior to July 1, 2017, return the Base Rent deposited with Landlord by
Tenant at Lease execution for the month of July, 2017. Tenant hereby represents that it has
begun the process with the Village of Mount Prospect to obtain the CUP and Tenant agrees to
provide Landlord with updates, as applicable, on the status of the CUP. Tenant agrees to use its
best efforts to obtain the CUP and the business license from the City of Mount Prospect and
4
shall promptly notify Landlord if it obtains, or is denied, the CUP or the business license.
Landlord and Tenant agree that, subject to the terms of this Lease, the Commencement Date
shall be delayed until Tenant obtains the CUP and Mount Prospect business license.
(b) Subject to Landlord's approval, Tenant shall be permitted to take possession of
the Premises before the Commencement Date, provided that such possession shall be subject to
the terms and conditions of this Lease and Tenant shall pay Rent to Landlord for each day of
possession before the Commencement Date. Notwithstanding the foregoing, except for the cost
of services requested by Tenant, Tenant shall not be required to pay Rent for any days of
possession before the Commencement Date during which Tenant, with the approval of
Landlord, is in possession of the Premises for the sole purpose of performing improvements or
installing furniture, equipment or other personal property.
Section 4. Rent.
(a) 1. _ kt . As consideration for this Lease, Tenant shall pay Landlord, without
any setoff or deduction, the total amount of Base Rent and Additional Rent due for the Term.
"Additional Rent" means all sums (exclusive of Base Rent) that Tenant is required to pay
Landlord. Additional Rent and Base Rent are sometimes collectively referred to as "Rent'.
Tenant shall pay and be liable for all rental, sales and use taxes (but excluding income taxes), if
any, imposed upon or measured by Rent under applicable Law. Base Rent and recurring
monthly charges of Additional Rent shall be due and payable in advance on the first day of each
calendar month without notice or demand, provided that the installments of Base Rent for the
month in which the Commencement Date occurs and the first full calendar month of the Term
(unless the Commencement Date occurs on the I' day of the month in which case only the first
full calendar month of Base Rent is due) shall be payable upon the execution of this Lease by
Tenant. All other items of Rent shall be due and payable by Tenant on or before 30 days after
billing by Landlord. All payments of Rent shall be by good and sufficient check or by other
means (such as automatic debit or electronic transfer) acceptable to Landlord. If Tenant fails to
pay any item or installment of Rent when due, Tenant shall pay Landlord an administration fee
equal to 5% of the past due Rent, provided that Tenant shall be entitled to a grace period of 5
days for the first late payment of Rent in a given calendar year. If the Term commences on a
day other than the first day of a calendar month or terminates on a day other than the last day of
a calendar month, the monthly Base Rent and Tenant's Pro Rata Share of Expenses, Non -Gross
Expenses and Taxes for the month shall be prorated based on the number of days in such
calendar month. Landlord's acceptance of less than the correct amount of Rent shall be
considered a payment on account of the earliest Rent due. No endorsement or statement on a
check or letter accompanying a check or payment shall be considered an accord and satisfaction,
and either party may accept the check or payment without prejudice to that party's right to
recover the balance or pursue other available remedies. Tenant's covenant to pay Rent is
independent of every other covenant in this Lease.
(b) 1!a arrerrt, of ltrse. Tenant agrees to contract and pay for in its own name trash
removal, janitorial, security services and, to the extent separately metered, utilities (which
includes, but is not limited to, gas, electric, and water/sewer) incurred in connection with
operating, maintaining and repairing the Premises. Upon receipt of an invoice from Landlord,
Tenant promptly shall pay Tenant's Pro Rata Share of the total amount by which Expenses for
each calendar year during the Term exceed the Expenses Base Amount. In no event shall the
amount required to be paid by Tenant with respect to Expenses during the Term be less than
zero. Notwithstanding anything in this Lease to the contrary, in the event that the Building is
not fully occupied at any time during the Term, Landlord may adjust the computation of
Expenses for such year so that Expenses shall be computed for the year as though the Building
had been fully occupied during such year, provided that any such adjustment shall apply only to
components of Expenses that could be reasonably expected to vary based upon the level of
occupancy of the Building and shall not apply to components of Expenses that do not vary with
occupancy level (e.g. Taxes).
(c) 1RAYmorrl of NLQIkQpg.Upon receipt of an invoice from Landlord,
Tenant promptly shall pay Tenant's Pro Rata Share of the total amount of charges for snow
removal, and to the extent Tenant is unable to contract for utilities in its own name, the costs of
utilities incurred in connection with operating, maintaining and repairing the Premises, provided
that the amount of such utilities may be reasonably adjusted by Landlord to reflect Tenant's
allocable use.
(d) ' 1new of Tgrxewi. Upon receipt of an invoice from Landlord, Tenant promptly
shall pay Tenant's Pro Rata Share of the total amount by which Taxes payable during each
calendar year during the Term exceed the Taxes Base Amount. In no event shall the amount
required to be paid by Tenant with respect to Taxes during the Term be less than zero. "Taxes"
shall mean: (1) all real estate taxes and other assessments on the Property, including, but not
limited to, assessments for special improvement districts and building improvement districts,
taxes and assessments levied in substitution or supplementation in whole or in part of any such
taxes and assessments and the Property's share of any real estate taxes and assessments under
any reciprocal easement agreement, common area agreement or similar agreement as to the
Property; (2) all personal property taxes for property that is owned by Landlord and used in
connection with the operation, maintenance and repair of the Property; and (3) all costs and fees
incurred in connection with seeking reductions in any tax liabilities described in (1) and (2),
including, without limitation, any costs incurred by Landlord for compliance, review and appeal
of tax Iiabilities. Without limitation, Taxes shall not include any income, capital levy, franchise,
capital stock, gift, estate or inheritance tax. If an assessment is payable in installments, Taxes
for the year shall include the amount of the installment and any interest due and payable during
that year. At Landlord's election, Taxes shall be determined on the basis of the amount so
accrued, assessed or otherwise imposed for the year or on the basis of the amount due and
payable for that year, provided that Landlord's election shall be applied consistently throughout
the Term. If a change in Taxes is obtained for any year of the Term, then Taxes for that year
will be retroactively adjusted and Landlord shall provide Tenant with a credit, if any, based on
the adjustment.
(e) Es,l gul,rt c 1'ayiru nt»s pf,i ,lseul ...... 11 C lea .......E&xp t Taxes.
Notwithstanding the foregoing, at Landlord's option, Landlord may provide Tenant with a good
faith estimate of the total amount of Expenses, Non -Gross Expenses and Taxes for each
calendar year during the Term, along with a determination of Tenant's allocable share of such
estimated Expenses, Non -Gross Expenses and Taxes (the "Monthly Installment"), and
thereafter, on or before the first day of each month, Tenant shall pay to Landlord the Monthly
Installment. If Landlord determines that its good faith estimate was incorrect by a material
amount, Landlord may provide Tenant with a revised estimate. After its receipt of the revised
estimate, the Monthly Installment shall be based upon the revised estimate. If Landlord does not
provide Tenant with an estimate of the total amount of Expenses, Non -Gross Expenses and
Taxes by January 1 of a calendar year, Tenant shall continue to pay Monthly Installments based
on the previous year's estimate until Landlord provides Tenant with the new estimate. Upon
delivery of the new estimate, an adjustment shall be made for any month for which Tenant paid
Monthly Installments based on the previous year's estimate. Tenant shall pay Landlord the
amount of any underpayment within 30 days after receipt of the new estimate. Landlord shall be
required to refund any overpayment to Tenant within 30 days or credit against the next due
future installments of Additional Rent, if any. As soon as is practical following the end of each
calendar year, Landlord shall furnish Tenant with a statement of the actual amount of Expenses,
Non -Gross Expenses and Taxes for the prior calendar year and the actual amount of Expenses,
Non -Gross Expenses and Taxes allocable to Tenant for the prior calendar year. If the estimated
amount of Expenses, Non -Gross Expenses and Taxes paid by Tenant for the prior calendar year
is more than the actual amount of Expenses, Non -Gross Expenses and Taxes allocable to Tenant
for the prior calendar year, Landlord shall apply any overpayment by Tenant against Additional
Rent due or next becoming due, provided if the Term expires before the determination of the
overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount
of Rent due. If the estimated amount of Expenses, Non -Gross Expenses and Taxes paid by
Tenant for the prior calendar year is less than the actual amount of Expenses, Non -Gross
Expenses and Taxes allocable to Tenant for such prior year, Tenant shall pay Landlord, within
30 days after its receipt of the statement of Expenses, Non -Gross Expenses and Taxes, any
underpayment for the prior calendar year.
Section 5. Compliance with Laws; Use.
The Premises shall be used only for the Permitted Use and for no other use whatsoever.
Tenant shall not use or permit the use of the Premises for any purpose which is illegal, dangerous
to persons or property or which, in Landlord's reasonable opinion, unreasonably disturbs any
other tenants of the Building or interferes with the operation of the Building. Tenant shall
comply with all Laws regarding the operation of Tenant's business and the use, condition,
configuration and occupancy of the Premises. Tenant, within 10 days after receipt, shall provide
Landlord with copies of any notices it receives regarding a violation or alleged violation of any
Laws. To the extent any governmental agency requires alterations to the Premises as a condition
to Tenant's occupancy of the Premises, whether such requirement arises before or after the
Commencement Date, Tenant agrees to bear the cost of such alterations. Tenant shall comply
with the rules and regulations of the Building as adopted by Landlord from time to time. Tenant
also shall cause its agents, contractors, subcontractors, employees, customers, and subtenants to
comply with all rules and regulations. Landlord shall not knowingly discriminate against Tenant
in Landlord's enforcement of the rules and regulations.
7
(a) �Secii l�w�)epgq t�. The Security Deposit shall be delivered to Landlord upon the
execution of this Lease by Tenant and shall be held by Landlord without liability for interest
(unless required by Law) as security for the performance of Tenant's obligations. The Security
Deposit is not an advance payment of Rent or a measure of Tenant's liability for damages.
Upon notice to Tenant, Landlord may, from time to time, without prejudice to any other remedy,
use all or a portion of the Security Deposit to satisfy past due Rent or to cure any uncured
default by Tenant. If Landlord uses the Security Deposit, Tenant shall on demand restore the
Security Deposit to its original amount. Landlord shall return any unapplied portion of the
Security Deposit to Tenant within 45 days after the later to occur of. (1) the detenninati.on of
Tenant's Pro Rata Share of Expenses and Taxes for the final calendar year of the Term; (2) the
date Tenant surrenders possession of the Premises to Landlord in accordance with this Lease; or
(3) the Terniination Date. If Landlord transfers its interest in the Premises, Landlord may assign
the Security Deposit to the transferee and, following the assignment, Landlord shall have no
further liability for, the return of the Security Deposit. Landlord shall not be required to keep the
Security Deposit separate from its other accounts. Landlord shall have no fiduciary
responsibilities or trust obligations with regard to the Security Deposit and shall not assume the
duties of a trustee with respect to the Security Deposit.
(b)gqurit wgit ,Reduction. Subject to the remaining terms of this section, and
provided Tenant has timely paid all Rent due under this Lease for the 24 -month period
beginning on the Commencement Date, Tenant shall have the right to reduce the amount of the
Security Deposit so that the new Security Deposit amount will be $14,713.88 effective as of the
first day of the 25th month of the Term of the Lease. If Tenant is entitled to a reduction in the
Security Deposit, Tenant shall provide Landlord with written notice requesting that the Security
Deposit be reduced as provided above (the "Reduction Notice"). If Tenant provides Landlord
with a Reduction Notice, and Tenant is entitled to reduce the Security Deposit as provided
herein, Landlord shall refund the applicable portion of the Security Deposit to Tenant within
thirty (3 0) days of Landlord's receipt of such Reduction Notice.
Section 7. Fixtures and Equipment.
All Fixtures and Equipment shall be owned by Landlord and shall renaai;n on the
Premises, whether such Fixtures and Equipment are owned by Landlord prior to the
Commencement Date, subsequently purchased by Landlord, or purchased by Tenant in
accordance with the provisions of this Lease. Without in any way limiting the generality of the
foregoing, all electric power panels, lighting fixtures, plumbing, pallet racking, heating, air
conditioning and refrigeration equipment shall be considered necessary to the general operation
and maintenance of the Premises, and shall therefore constitute Fixtures and Equipment.
Notwithstanding the foregoing, nothing herein shall give Landlord any interest in Tenant's
Property. Except as otherwise provided herein, on or before the Termination Date, Tenant shall
remove Tenant's Property, provided that if such removal damages any part of the Building,
Tenant shall repair such damage. If Tenant fails to remove any Tenant's Property or perform
related repairs in a timely manner, Landlord, at Tenant's expense, may remove and dispose of
Tenant's Property and perform the required repairs. Tenant, within 30 days after receipt of an
invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord. At the election
of Landlord, any of Tenant's Property which is not removed upon termination of this Lease shall
become the property of Landlord,
Section 8. Leasehold Improvements.
All Leasehold Improvements shall be owned by Landlord and shall remain upon the
Premises without compensation to Tenant. Landlord, by written notice to Tenant within 30 days
prior to the Termination Date, may require Tenant to remove, at Tenant's expense, any Leasehold
Improvements by or for the benefit of Tenant and, in Landlord's reasonable judgment, are of a
nature that would require removal and repair costs that are materially in excess of the removal
and repair costs associated with standard warehouse and office improvements (collectively
referred to as "Required Removables"). Notwithstanding the foregoing, Leasehold
lmprovements shall not include Tenant's Trade Fixtures, provided the removal of Tenant's Trade
Fixtures does not interrupt electrical service to the Premises or other portions of the Building.
The Required Removables designated by Landlord shall be removed by Tenant before the
Termination Date. Tenant shall repair damage caused by the installation or removal of Required
Removables. If Tenant fails to remove any Required Removables or perform related repairs in a
timely manner, Landlord, at Tenant's expense, may remove and dispose of the Required
Removables and perform the required repairs. Tenant, within 30 days after receipt of an invoice,
shall reimburse Landlord for the reasonable costs incurred by Landlord. Notwithstanding the
foregoing, Tenant at the time it requests approval for a proposed Alteration, may request in writing
that Landlord advise Tenant whether the Alteration or any portion of the Alteration will be
designated as a Required Removable, Within 10 days after receipt of Tenant's request, Landlord
shall advise Tenant in writing as to which portions of the Alteration, if any, will be considered to be
Required Removables.
Section 9. Repairs and Alterations.
(a) Tcn;uit'R
, 1mil Qhliggiqjj, At Tenant's sole cost and expense, Tenant promptly
shall perform all maintenance, repairs and replacements to the Premises and shall keep the
Premises in good condition and repair, reasonable wear and tear excepted. Tenant's obligations
include, without limitation, maintenance, repairs and replacements to: (1) Building Systems and
(2) dock doors, man doors, rollup doors and levelers serving the Premises. At Tenant's sole
cost and expense, Tenant shall keep in place a maintenance contract pursuant to which the
HVAC systems in the Premises shall be inspected annually by a qualified engineer or contractor
acceptable to Landlord. Upon request by Landlord, Tenant shall provide Landlord with
evidence of such inspections and repairs. Notwithstanding anything contained to the contrary in
this Section 9(a) or the Lease, provided that Tenant keeps a maintenance contract in place as
required by this Section 9(a), Tenant shall not be responsible for replacing the HVAC system
serving the Premises in the event it cannot be repaired. All work shall be performed in
accordance with the rules and procedures described in Section 9(c) below. If Tenant falls to
make the repairs or replacements required herein for more than 15 days after notice from
Landlord (although notice shall not be required if there is an emergency), Landlord may make
the repairs or replacements, and Tenant shall pay the reasonable cost of the repairs to Landlord
within 30 days after receipt of an invoice, together with an administrative charge in an amount
equal to 10% of the cost of the repairs or replacements.
(b) l s for i." t� t ,1 4 1i9--1-_',1_ tiExcept to the extent directly caused by the acts or
omissions of Tenant, Landlord shapromptly perform all maintenance, repairs and
replacements to the structure of the Building, which shall be deemed to refer to the footings,
foundations, bearing walls, structural columns and beams, roof frame, roof deck and roof
m.enibrane and Building Systems to the point at the Premises where such Building Systems
exclusively serve the Premises, and shall keep the same in good condition and repair, reasonable
wear and tear excepted.
(c) Alturations, Tenant shall not make alterations, additions or improvements to the
Premises, Building or Common Areas (collectively referred to as "Alterations") without first
obtaining the written consent of Landlord in each instance, which consent shall not be
unreasonably withheld or delayed. Notwithstanding the foregoing, Landlord's consent shall not
be required for any Alteration that satisfies all of the following criteria (each, an "Approved
Alteration"): (1) is not visible from the exterior of the Premises or Building; (2) will not affect
the systems or structure of the Building; and (3) does not require work to be performed inside
the walls or above the ceiling of the Premises. Prior to malting any Alteration, Tenant shall
have appropriate insurance coverage, reasonably satisfactory to Landlord and shall furnish
Landlord with plans and specifications reasonably acceptable to Landlord; names of contractors
reasonably acceptable to Landlord (provided that Landlord may designate specific contractors
with respect to Building systems); copies of contracts; necessary permits and approvals;
evidence of contractor's and subcontractor's insurance in amounts reasonably required by
Landlord; and any security for performance that is reasonably required by Landlord. Changes to
the plans and specifications must also be submitted to Landlord for its approval. Alterations
shall be constructed in a good and workmanlike manner using materials of a quality that is at
least equal to the quality designated by Landlord as the minimum standard for the Building.
Landlord may designate reasonable rules, regulations and procedures for the performance of
work in the Building and, to the extent reasonably necessary to avoid disruption to the occupants
of the Building, shall have the right to designate the time when Alterations may be performed.
Tenant shall reimburse Landlord within 30 days after receipt of an invoice for sums paid by
Landlord for third party examination of Tenant's plans for any Alterations which are not
Approved Alterations. In addition, within 30 days after receipt of an invoice from Landlord,
Tenant shall pay Landlord a fee for Landlord's oversight and coordination of any Alterations
which are not Approved Alterations equal to 10% of the cost of such Alterations. Upon
completion, Tenant shall furnish "as -built" plans (except for Approved Alterations), completion
affidavits, full and final waivers of lien and receipted bills covering all labor and materials.
Tenant shall assure that the Alterations comply with all insurance requirements and Laws.
Landlord's approval of an Alteration shall not be a representation by Landlord that the
Alteration complies with Laws or will be adequate for Tenant's use.
(d) ivc hcaci 1prc gn aft iiwyrgq, Landlord will pay up to $5,000.00
("Landlord's Contribution') toward the cost of the planning, design and construction of
Leasehold Improvements. Landlord's Contribution shall be payable solely on account of labor
directly related to the Leasehold Improvements and materials delivered to the Premises in
10
connection with the Leasehold Improvements. Upon completion of the Leasehold
Improvements, Tenant shall famish Landlord with "as -built" plans, completion affidavits, full
and final waivers of lien and receipted bills covering all labor and material expenditures with
respect to the Leasehold Improvements. Upon Landlord's receipt of the foregoing documents
and upon Landlord's satisfactory inspection of the Leasehold Improvements, Landlord promptly
shall pay Landlord's Contribution to Tenant. Tenant shall not be entitled to receive any portion
of Landlord's Contribution not actually expended in the performance of the Leasehold
Improvements, nor shall Tenant have any right to apply any unexpended portion of Landlord's
Contribution as a credit against Rent or any other obligation of Tenant under the Lease. Upon
the earlier of: (a) the date the Leasehold Improvements are completed and (b) April 30, 2018,
any amount of Landlord's Contribution which has not been previously disbursed shall be
retained by Landlord. If the cost of the planning, design and construction of the Leasehold
Improvements exceeds the sum of Landlord's Contribution, the difference shall be borne by
Tenant and paid when due,
(a) Tenant covenants and agrees to pay all utility charges when due and without
offset, whether such charges are billed by Landlord or directly by the applicable utility. Tenant
acknowledges and agrees that Tenant's failure to pay such utility charges when due may cause
Landlord to temporarily close the Premises or the Building if Landlord determines, in its sole
discretion, that there is an imminent danger of significant damage to the Premises or the
Building. Tenant shall indemnify, defend and hold Landlord harmless against and from all
liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, arising
out of or in connection with any such closure of the Premises,
(b) Electrical service to the Property may be famished by one or more companies
providing electrical generation, transmission and distribution services, and the cost of electricity
may consist of several different components or separate charges for such services, such as
generation, distribution and stranded cost charges. Landlord shall have the exclusive right to
select any company providing electrical service to the Property, to aggregate the electrical
service for the Property with other buildings, to purchase electricity through a broker and/or
buyers group and to change the providers and manner of purchasing electricity, Landlord shall
have the right to separately meter electrical usage for the Premises and to measure electrical
usage by survey or other commonly accepted methods.
Section 11. Entry by Landlord,
Landlord, its agents, contractors and representatives may enter the Premises to inspect or
show the Premises, to clean and make repairs, alterations or additions to the Premises, and to
conduct or facilitate repairs, alterations or additions to any portion of the Building, including
other tenants' premises. Except in emergencies, Landlord shall provide Tenant with reasonable
prior notice of entry into the Premises, which may be given orally. If reasonably necessary for
the protection and safety of Tenant and its employees, Landlord shall have the right to
temporarily close all or a portion of the Premises to perform repairs, alterations and additions.
11
Entry by Landlord shall not constitute constructive eviction or entitle Tenant to an abatement or
reduction of Rent.
Section 12. Assignment and Subletting.
(a) Except in connection with a Permitted Transfer, Tenant shall not assign, sublease,
transfer or encumber any interest in this Lease or allow any third party to use any portion of the
Premises (collectively or individually, a "Transfer") without the prior written consent of
Landlord, which consent, in the case of a sublease, shall not be unreasonably withheld if
Landlord does not elect to exercise its termination rights under Section 12(b) below. Without
limitation, it is agreed that Landlord's consent shall not be considered unreasonably withheld if.
(1) the proposed transferee's financial condition does not meet the criteria Landlord uses to
select Building tenants having similar leasehold obligations; (2) the proposed transferee's
business is not suitable for the Building considering the business of the other tenants and the
Building's prestige, or would result in a violation of another tenant's rights; (3) the, proposed
transferee is a governmental agency or occupant of the Building; (4) an Event of Default has
occurred during the Term; or (5) any portion of the Building or Premises would likely become
subject to additional or different Laws as a consequence of the proposed Transfer. Tenant shall
not be entitled to receive monetary damages based upon a claim that Landlord unreasonably
withheld its consent to a proposed Transfer and Tenant's sole remedy shall be an action to enforce
any such provision through specific performance or declaratory judgment. Any attempted
Transfer in violation of this section shall, at Landlord's option, be void. Consent by Landlord to
a Transfer shall not operate as a waiver of Landlord's rights to approve any subsequent
Transfers. In no event shall any Transfer or Permitted Transfer release or relieve Tenant from
any obligation under this Lease.
(b) As part of its request for Landlord's consent to a Transfer, Tenant shall provide
Landlord with financial statements for the proposed transferee, a complete copy of the proposed
assignment, sublease and other contractual documents and such other information as Landlord
may reasonably request. Landlord shall, by written notice to Tenant within 30 days of its receipt
of the required information and documentation, either: (1) consent to the Transfer by the
execution of a consent agreement in a form reasonably designated by Landlord or reasonably
refuse to consent to the Transfer in writing; or (2) exercise its right to terminate this Lease with
respect to the portion of the Premises that Tenant is proposing to assign or sublet. Any such
termination shall be effective on the proposed effective date of the Transfer for which Tenant
requested consent. Tenant shall pay Landlord a review fee of $500.00 for Landlord's review of
any Permitted Transfer or requested Transfer, provided if Landlord's actual reasonable costs and
expenses (including reasonable attorney's fees) exceed $500,00, Tenant shall reimburse
Landlord for its actual reasonable costs and expenses in lieu of a fixed review fee.
(a) Tenant shall pay Landlord 100% of all rent and other consideration which Tenant
receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion
of the Premises and Term covered by the Transfer. Tenant shall pay Landlord for Landlord's
share of any excess within 30 days after Tenant's receipt of such excess consideration. Tenant
may deduct from the excess all reasonable and customary expenses directly incurred by Tenant
attributable to the Transfer (other than Landlord's review fee), including brokerage fees, legal
12
fees and construction costs. If Tenant is in Monetary Default Landlord may require that all
sublease payments be made directly to Landlord, in which case Tenant shall receive a credit
against Rent in the amount of any payments received (less Landlord's share of any excess).
(d) Except as provided below with respect to a Permitted Transfer, if Tenant is a
corporation, limited liability company, partnership, or similar entity, and if the entity which
owns or controls a majority of the equity interests or voting rights in such entity at any time fails
to own or control a majority of the equity interests or voting rights in such entity (including but
not limited to a merger, consolidation or reorganization), such change of ownership or control
shall constitute a Transfer. The foregoing shall not apply so long as Tenant is an entity whose
outstanding stock is listed on a recognized security exchange, or if at least 80% of its voting
stock is owned by another entity, the voting stock of which is listed on a recognized security
exchange,
(e) Tenant may assign its entire interest under this Lease to a successor to Tenant by
purchase, merger, consolidation or reorganization without the consent of Landlord, provided
that all of the following conditions are satisfied (a "Permitted Transfer"): (1) no Event of
Default has occurred diving the Term; (2) Tenant's successor shall own all or substantially all of
the assets of Tenant; (3) Tenant's successor shall have a net worth which is at least equal to the
greater of Tenant's net worth at the date of this Lease or Tenant's net worth as of the day prior
to the proposed purchase, merger, consolidation or reorganization; (4) the Permitted Use does
not allow the Premises to be used for retail purposes; and (5) Tenant shall give Landlord written
notice at least 30 days prior to the effective date of the proposed purchase, merger, consolidation
or reorganization. Tenant's notice to Landlord shall include information and documentation
showing that each of the above conditions has been satisfied. If requested by Landlord,
Tenant's successor shall sign a commercially reasonable form of assumption agreement. The
definition of Permitted Transfer also shall include a transfer of direct or indirect legal or
beneficial interests in Tenant for estate planning purposes or among immediate family members,
provided there is no change in the management and control of Tenant.
Section 13. Liens.
Tenant shall not permit mechanic's or other liens to be placed upon the Property,
Premises or Tenant's leasehold interest in connection with any work or service done or
purportedly done by or for benefit of Tenant. If a lien is so placed, Tenant shall, within 10 days
of notice from Landlord of the filing of the lien, fully discharge the lien by settling the claim
which resulted in the hen or by bonding or insuring over the lien in the manner prescribed by the
applicable lien Law. If Tenant fails to discharge the lien, then, in addition to any other right or
remedy of Landlord, Landlord may bond or insure over the lien or otherwise discharge the lien.
Tenant shall reimburse Landlord for any amount paid by Landlord to bond or insure over the lien
or discharge the lien, including, without limitation, reasonable attorneys' fees (if and to the extent
permitted by Law) within 30 days after receipt of an invoice from Landlord.
13
Section 14. Indemnity and Waiver of Claims.
(a) Except to the extent caused by the gross negligence or willful misconduct of
Landlord or any Landlord Related Parties, Tenant shall indemnify, defend and hold Landlord, its
trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagee
and agents ("Landlord Related Parties") harmless against and from all liabilities, obligations,
damages, penalties, claims, actions, costs, charges and expenses, including, without limitation,
reasonable attorneys' fees and other professional fees (if and to the extent permitted by Law),
which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord
Related Parties and arising out of or in connection with any damage or injury occurring i ' n the
Premises or any acts or omissions (including violations of Law) of Tenant, the Tenant Related
Parties or any of Tenant's transferees, contractors or licensees.
(b) Except to the extent caused by the gross negligence or willful misconduct of
Tenant or any Tenant Related Parties, Landlord shall indemnify, defend and hold Tenant, its
trustees, members, principals, beneficiaries, partners, officers, directors, employees and agents
("Tenant Related Parties") harmless against and from all liabilities, obligations, damages,
penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable
attorneys' fees and other professional fees (if and to the extent permitted by Law), which may be
imposed upon, incurred by or asserted against Tenant or any of the Tenant Related Parties and
arising out of or in connection with the acts or omissions (including violations of Law) of
Landlord, the Landlord Related Parties or any of Landlord's contractors.
(c) Except to the extent caused by the gross negligence or willful misconduct of
Landlord or any Landlord Related Parties, Landlord and the Landlord Related Parties shall not
be liable for, and Tenant waives, all claims for loss or damage to Tenant's business or loss, theft
or damage to Tenant's Property or the property of any person claiming by, through or under
Tenant resulting from: (1) wind or weather; (2) the failure of any sprinkler, heating or air-
conditioning equipment, any electric wiring or any gas, water or steam pipes; (3) the backing up
of any sewer pipe or downspout; (4) the bursting, leaking or running of any tank, water closet,
drain or other pipe; (5) water, snow or ice upon or coming through the roof, skylight, stairs,
doorways, windows, walks or any other place upon or near the Building; (6) any act or omission
of any party other than Landlord, Landlord Related Parties or Landlord's contractors; and (7)
any causes not reasonably within the control of Landlord. Tenant shall insure itself against such
losses under Section 15 below,
Section 15. Insurance.
(a) Tenant shall carry and maintain the following insurance ("Tenant's Insurance"), at
its sole cost and expense: (1) commercial general liability insurance or the equivalent in the
amount of at least $2,000,000, against claims of bodily injury, personal injury or property
damage arising out of Tenant's operations, assumed liabilities, contractual liabilities, or use of
the Building and Common Areas; (2) all risk property/business interruption insurance, including
flood and earthquake, written at replacement cost value and with a replacement cost
endorsement covering all of Tenant's Property and all Alterations; (3) business interruption
insurance in such amounts as reasonably required by Landlord; (4) workers' compensation
14
inSU:rance as reqaired by the stKte in. which the Prendses is located and in arnourits as may be
re(,juired by a1ppli(;able statutc,- mid (5) empioyoxs` liabilicy coverage of at least $1,000,000, per
occurrence, Any, cornpany writiu.g any of Tenant's Insurance shall have an AM, Best rating of
nor, less than A.-Vill., A.H. commercial general policias .ohatl narne'Fenatit as a
natned insured and L,andlord (or any su.cccssor), w..d. its respective members, principals,
beneficiaries, partners, officers, directors, employees., and agurts, and. other desi.j..;i1ees of
Landlord as the interest of such designees shall appear., as additional insureds, Bach f,:)oficy of
Tenm,Cs Insurance shall conWin an endorsernent that reqt1ires the insurer to gdve. Landlord rind
its designees at teast 30 days' advance written notice of any change, canceflation, terininaLion or
lat.ise of insurance. Tenant shall pro -vide Landlord with a cer-ti.ficate of insurance evidencing
Tenant's Insurance prior to the earlier to occur of the C.' arnmen cement Date or the date Teriant is
pr(wided. with possession. of the Prernises for Rny reason, and. upon re.rnewals, at least 15 days,
prior to the expiration,. of the insurance coverage, Alt such insurance may be carried. under
lank.& or unibrelts, nisnrance policies, Except as specifically provid-ed to alae contr',try, the
limits of either- party's insurance shall riot Ifinit such party's liability unrhz this, Lease.
(13) [.,,,.md1c)rd. shall. carry and maintain. ttic Follovang insurance ("L,andlord's
Insurance"): (I) re imd. "aff risk" irisurmice providing coverage in the event of fire, vandalisin,
malicious misebiel' and all otlizrrisks normally covered by "all ride'" policies in the area of the
Buildhag, coverfi-ig dit, Btdiding (excluding the property required to be iir..isured by Tenant
pursuant to S'ection 15(a) in an arnount not less than 95% of die full replacen.i.e.n.A. va-lue (less
cleductibtes) but exettiding.f.oundations,.I'cDot.inI.?,s and other below -grade stntcftirat efernents; arid
(2) conitnerciat guneral. liabfiity insLwairco or die equivalent in. the Eur.tourit of at least $2,000,000,
against claims of bodily injury, personal injury or property damage arising out of Landlord.s
operations, assumed liabilities, contractual habilities, or use of the Building and Corntrian,
Areas, All such insuran.c.- may be carried.'under blew ket or urnbrella insurance policies.
(c) If the actions of Tenant, directly or indirectly, shall lead [o an insurance claim
Under Landlord's Insurance pursuarit to which Landlord sluall be liab!L for th.e mriount of any
deductible under Landlord'sInsuTance, Tenant shallreiaibu.rse Laridlard for the arnmurt ofsuch
deductible, promptly upon Landlord's dernand therefor.
Section 16, Subrogation,
Notwithstanding anyfliing in this LeasT to the cantna.Ky, Landlord and 'Fenant bereby
waive arid slaall. cause their respective itisaretrice cat -Tiers to waive any and all rights of recovtry,
claims., actions or rauses, oC action against the other and thoir respective trustees, principals,
beneficiaries, partners, officers, directors, agents, and ernployecs, for arly loss or dasnage that
inay occur to Landlord or Tenant or any party claiming by, through or orider [,andlord. or Tenant,
as tlic case may be, with respect to t'enant's Property', the Buildir.ig, the Premises, any additions
or irnprovements to the 113uilding or Promises, or any contents thereof, including allrights of
recovery, claims, actions or causes of ach'.OD asising ou:t of the negligetiec, of L,andlord or any
11[,widlord Related Parties or the neglige.nee of "I'mant or zany 'l.'etiarit'belated Parties, which loss or
darnage is (or would have bcan,had. the insurance required by this Lease been canicd) covered
by, insurance.
1.5
I
(a) If all or any part of the Premises is damaged by fire or other casualty, Tenant shall
immediately notify Landlord in writing. During any period of time that all or a material portion
of the Premises is rendered untenantable as a result of a fire or other casualty, Rent shall not
abate. Landlord shall have the right to terminate this Lease if: (1) the Building shall be
damaged so that, in Landlord's reasonable judgment, substantial alteration or reconstruction of
the Building shall be required (whether or not the Premises has been damaged); (2) Landlord is
not permitted by Law to rebuild the Building in substantially the same form as existed before the
fire or casualty; (3) the Premises have been materially damaged and there is less than 2 years of
the Tenn remaining on the date of the casualty; (4) any Mortgagee requires that the insurance
proceeds be applied to the payment of the mortgage debt; or (5) a material uninsured loss to the
Building occurs, Landlord may exercise its right to terminate this Lease by notifying Tenant in
writing within 90 days after the date of the casualty, If Landlord does not terminate this Lease,
Landlord shall commence and proceed with reasonable diligence to repair and restore the
Building and the Leasehold Improvements (excluding any Alterations that were performed by
Tenant in violation of this Lease). In no event, however, shall Landlord be required to spend
more than the insurance proceeds received by Landlord. Landlord shall not be liable for any loss
or damage to Tenant's Property or to the business of Tenant resulting in any way from the fire or
other casualty or from the repair and restoration of the damage. Landlord and Tenant hereby
waive the provisions of any Law relating to the matters addressed in this Section, and agree that
their respective rights for damage to or destruction of the Premises shall be those specifically
provided in this Lease,
(b) If all or any portion of the Premises shall be made untenantable by fire or other
casualty, Landlord shall, with reasonable promptness, cause an architect or general contractor
selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of
time required to substantially complete the repair and restoration of the Premises and make the
Premises tenantable again, using standard working methods ("Completion Estimate"). If the
Completion Estimate indicates that the Premises cannot be made tenantable within 180 days
from the date the repair and restoration is started, then regardless of anything in Section 17(a) to
the contrary, either party shall have the right to terminate this Lease by giving written notice to
the other of such election within 10 days after receipt of the Completion Estimate. Tenant,
however, shall not have the right to terminate this Lease if the fire or casualty was caused by the
negligence or intentional misconduct of Tenant, Tenant Related Parties or any of Tenant's
transferees, contractors or licensees.
Section 18. Condemnation.
Either party may terminate this Lease if the whole or any material part of the Premises
shall be taken or condemned for any public or quasi -public use under Law, by eminent domain or
private purchase in lieu thereof (a "Taking"). Landlord also shall have the right to terminate this
Lease if there is a Taking of any portion of the Property which would leave the remainder of the
Building unsuitable for use as a warehouse building in a manner comparable to the Building's
use prior to the Taking. In order to exercise its right to terminate the Lease, Landlord or Tenant,
as the case may be, must provide written notice of termination to the other within 45 days after
16
the terminating party first receives notice of the Taking. Any such termination shall be effective
as of the date the physical taking of the Premises or the portion of the Property occurs. Rent for
any portion of the Premises taken or condemned shall be abated during the unexpired Term of
this Lease effective as of the date the physical taking of the portion of the Premises occurs. All
compensation awarded for a Taking, or sale proceeds, shall be the property of Landlord, any right
to receive compensation or proceeds being expressly waived by Tenant. However, Tenant may
file a separate claim at its sole cost and expense for Tenant's Property and Tenant's reasonable
relocation expenses, provided the filing of the claim does not diminish the award which would
otherwise be receivable by Landlord.
Tenant shall be considered to be in default of this Lease upon the occurrence of any of the
following events of default (each, an "Event of Default"):
(a) Tenant's failure to pay when due all or any portion of the Rent ("Monetary
Default"),
(b) Tenant's failure (other than a Monetary Default) to comply with any term,
provision or covenant of this Lease, if the failure is not cured within 30 days after written notice
to Tenant, provided that if Tenant's failure to comply cannot reasonably be cured within 30
days, Tenant shall be allowed additional time (not to exceed 60 days) as is reasonably necessary
to cure the failure so long as Tenant diligently pursues such cure. Notwithstanding the
foregoing, if Tenant's failure to comply creates a hazardous condition, the failure must be cured
immediately upon notice to Tenant. In addition, if Landlord provides Tenant with notice of
Tenant's failure to comply with any particular term, provision or covenant of the Lease on 3
occasions during any 12 month period, Tenant's subsequent violation of such term, provision or
covenant shall, at Landlord's option, be an immediate Event of Default.
(c) Tenant files a voluntary petition in bankruptcy or insolvency, or is adjudicated a
bankrupt or insolvent, or files any petition or answer seeking any reorganization, liquidation,
dissolution or similar relief under any present or future federal bankruptcy act or any other
present or future applicable federal, state or other statute or Law, or makes an assignment for the
benefit of creditors or seeks or consents to or acquiesces in the appointment of any trustee,
receiver, liquidator or other similar official for Tenant or for all or any part of Tenant's property.
(d) A court of competent jurisdiction shall enter an order, judgment or decree
adjudicating Tenant bankrupt, or appointing a trustee, receiver or liquidator of Tenant, or of the
whole or any substantial part of its property, without the consent of Tenant, or approving a
petition filed against Tenant seeking reorganization or arrangement of Tenant under the
bankruptcy laws of the United States, as now in effect or hereafter amended, or any state
thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within 60
days from the date of entry thereof,
(e) The leasehold estate is taken by process or operation of Law.
17
(f) Tenant does not take possession of, or abandons or vacates all or any portion of
the Premises.
(g) Tenant is in default beyond any notice and cure period under any other lease or
agreement with Landlord, including, without limitation, any lease or agreement for parking.
Section 20. Landlord's Remedies.
(a) Upon any Event of Default, Landlord shall have the right, without notice or
demand, to pursue any of its rights and remedies at Law or in equity, including any one or more
of the following remedies:
(i) terminate this Lease, in which case Tenant shall immediately surrender the
Premises to Landlord. If Tenant fails to surrender the Premises, Landlord may, in
compliance with applicable, Law and without prejudice to any other right or remedy, enter
upon and take possession of the Premises and expel and remove Tenant, Tenant's
Property and any party occupying all or any part of the Premises. Tenant shall pay
Landlord on demand the amount of all past due Rent and other losses and damages which
Landlord may suffer as a result of Tenant's default, whether by Landlord's inability to
relet the Premises on satisfactory terms or otherwise, including, without limitation, all
Costs of Reletting and any deficiency that may arise from reletting or the failure to relet
the Premises. "Costs of Reletting" shall include all costs and expenses incurred by
Landlord in reletting or attempting to relet the Premises, including, without limitation,
reasonable legal fees, brokerage commissions, the cost of alterations and the value of
other concessions or allowances granted to a new tenant.
(ii) terminate Tenant's right to possession of the Premises and, in compliance
with applicable Law, expel and remove Tenant, Tenant's Property and any parties
occupying all or any part of the Premises. Landlord may (but shall not be obligated to)
relet all or any part of the Premises, without notice to Tenant, for a term that may be
greater or less than the balance of the Term and on such conditions (which may include
concessions, free rent and alterations of the Premises) and for such uses as Landlord in its
absolute discretion shall determine, Landlord may collect and receive all rents and other
income from the reletting. Tenant shall pay Landlord on demand all past due Rent, all
Costs of Reletting and any deficiency arising from the reletting or failure to relet the
Premises. Landlord shall not be responsible or liable for the failure to relet all or any part
of the Premises or for the failure to collect any Rent. The re-entry or taking of possession
of the Premises shall not be construed as an election by Landlord to terminate this Lease
unless a written notice of termination is given to Tenant.
(iii) in lieu of calculating damages under Sections 20(a)(i) or (ii) above,
Landlord may elect to receive as damages the sum of (a) all Rent accrued through the date
of termination of this Lease or Tenant's right to possession, and (b) an amount equal to
the total Rent that Tenant would have been required to pay for the remainder of the Term
discounted to present value at the Prime Rate then in effect, min -us the then present fair
18
rental value of the Premises for the remainder of the Term, similarly discounted, after
deducting all anticipated Costs of Reletting.
(b) Unless expressly provided in this Lease, the repossession or re-entering of all or
any part of the Premises shall not relieve Tenant of its liabilities and obligations under the
Lease. No right or remedy of Landlord shall be exclusive of any other right or remedy. Each
right and remedy shall be cumulative and in addition to any other right and remedy now or
subsequently available to Landlord at Law or in equity, If Landlord declares Tenant to be in
default, Landlord shall be entitled to receive interest on any unpaid item of Rent at a rate equal
to the Prime Rate plus 4%. For purposes hereof, the "Prime Rate" shall be the per annum
interest rate publicly announced as its prime or base rate by a federally insured bank selected by
Landlord in the state in which the Building is located. Forbearance by Landlord to enforce one
or more remedies shall not constitute a waiver of any default.
• � � � , � � � �1�717��ii1f#
Landlord shall not be in default hereunder unless Landlord fails to perform any obligation
required of Landlord under the terms of this Lease within a reasonable time, but in no event later
than 30 days after written notice by Tenant to Landlord, specifying the nature of Landlord's
failure to perform. If, however, the nature of Landlord's obligation is such that more than 30
days are reasonably required for performance, then Landlord shall not be in default hereunder if
Landlord commences performance within such 30 -day period and thereafter diligently prosecutes
such cure to completion. If Landlord at the expiration of such notice and cure period has failed
to cure such default, then, subject to the exculpatory provisions of Section 22, Tenant may pursue
any of its legal or equitable remedies, but Tenant shall have no right to otherwise terminate this
Lease. Notwithstanding the foregoing, nothing contained in this Section shall be deemed to
expand Tenant's remedies under circumstances where particular provisions of this Lease
expressly provide for an available remedy (such as abatement of rent), and where such available
remedies are so set forth they shall be deemed Tenant's exclusive remedy.
Section 22. Limitation of Liability.
• ..a 110 1W INJOKII• •
lut
Section 23, No Waiver.
Either party"s failure to declare a, default irruriediately upon its OCCUITCrIce, or delay. it
taking action for a dc,,fault shall not constitute a waiver of the dehault, nor shall it constitute an
estoppels Hither party's failure to enforce its fights for a default shall riot constitute a waiver of
its riphts regarding any subsequent de.-faudt. Receipt by Landlord of Tenana's keys to the
Premises shall. not constitute an acceptanee or surrender of the Prerriises.
Section 240 Quiet Enjoyment„
Teriant shall, and may peacefully have, hold. and enjoy the Premises, subJect to the terins of
this Lease, provided Teriant pays the Rent and NUy perfori.m.,, all of its covenants and agreements,
`fIris covenant and all other covenants of Landlord. shall. be binding upon. Landlord and its
successors orily during its or their respective period.,., of ownership of ffic Building, and shall not be
a personal covenant of Landlord or the I.,andlord Related Parties,
Section 25, Holding Over,
if "tenant fails to surrender the Prernises at tne expiration or earlier te.rini-nation of this
Lease, occupancy of tile Prerri-ises after the termination or expiration shall be that of a tenan.cy at
sufferance. Tenarifs occupancy of the Premises during the holdover sha.11 be subject to all the
terms and provisions of this .[.,ease and. Tenant shall pay an atriounft (on as per montli basis without
red-uwdon.for partial trionths during the holdover) equal to 200% of the sura. of the Base Rent and
Additional Rerrt due for the period iminediately preceding tht holdover, No holdover by T'enant
or payine.nt by T=. -int after the expiration or early tenninatian r,.)f this Lease shall. be construed to
extend the Terrn or prevent Landlord from immediate recovery of possession of the Premises by
surnmanj proceedings or otherwise. in addition to the payrn.ent of the amounts provided above, if
Landlord is imable to deliver possession of the Promises to as new tenant, or to perforrn
improvements for a new tvrimit, as a result of 'Yenant' s holdover and Tenant fails to vacate the
Prernises within 15 days after Dwdlord notifics., Tonant of Landlord's inability to deliver
possession, or perform irnprovernents, Tan.atrt shall be liable to Lwidlord. for all d-cumtgcs,
including, without limitation, consequential damages, that Laiidlord. SUfferS from the holdover,,
Section 26.. Subordination to Mortgages; Estoppel. Curfificate,
Tenant accepts this Lease subject and subordinate to any mortgage, deed of ti.-ual, ground
lease or other lien now or subsequently arising upan the Property, and to renewals, Modifications,
refinancings and extcnsions thereof (eacli, a "Mortgage"), The party having the benefit of as
Mortgage shall be referred to as a "Mortga-gee", '.Oils clause shall be self -operative, but 41.)on-
request Frorn K Mortgagee, Tenant shall execufte a subordination a.grecTrient in Favor of the
Mortgagee and substantially in.. the fornr reqamd by Mortgagee gee fi-om, ffin-e to time.
INlotwfthstanding the fairegoirig, before any foreclosure sale under. a.Mortgage, or airy deed in lieu
thereof, a Mortgagee shall have the right to subordinate the Mortgage to this Lease and in the
event of a, foreclosure, or any deed in lieu flaercof, this Lease may continue in h-TlI force and
effect, arid Tenant shall attom to and .recognize as its land].ord, die puruha,,,er of Lanfflord.'s
interest under this Lease, Terant slmll., within 10 days after receipt of a written request from
NN
Landlord, execute and deliver an estoppel certificate to those parties as are requested by Landlord
(including a Mortgagee or Prospective purchaser) and such certificate shall be in the form
required by Landlord from time to time,
Section 27. Attorneys' Fees.
If either party institutes a suit against the other for violation of or to enforce any covenant
or condition of this Lease, or if either party intervenes in any suit in which the other is a party to
enforce or protect its interest or rights, the prevaili ag party shall be entitled to all of its costs and
expenses, including, without limitation, reasonable attorneys' fees.
Section 28. Excepted Rights.
This Lease does not grant any rights to light or air over or about the Building. Landlord
excepts and reserves exclusively to itself the use of. (1) roofs, (2) telephone, electrical and
janitorial closets, (3) equipment rooms, risers or similar areas that are used by Landlord for the
provision of Building services, (4) rights to the land and improvements below the floor of the
Premises, (5) the improvements and air rights above the Premises, (6) the improvements and air
rights outside the demising walls of the Premises, and (7) the areas within the Premises used for
the installation of utility lines and other installations serving occupants of the Building. Landlord
has the right to change the Building's name or address. Landlord also has the exclusive right to
change the locks in the Premises, and Tenant shall not change the locks in the Premises without
the prior consent of Landlord. Landlord also has the right to make such other changes to the
Property as Landlord deems appropriate, provided the changes do not materially affect Tenant's
ability to use the Premises for the Permitted Use, Landlord shall also have the right (but not the
obligation) to temporarily close the Building if Landlord reasonably determines that there is an
imminent danger of significant damage to the Building or of personal injury to Landlord's
employees or the occupants of the Building. The circumstances under which Landlord may
temporarily close the Building shall include, without limitation, electrical interruptions,
hurricanes and civil disturbances. A closure of the Building under such circumstances shall not
constitute a constructive eviction nor entitle Tenant to an abatement or red -action of Rent.
Section 29. Surrender of Premises.
At the expiration or earlier termination of this Lease or Tenant's right of possession,
Tenant shall remove Tenant's Property from the Premises, and quit and surrender the Premises to
Landlord, broom clean, and in good order, condition and repair, ordinary wear and tear excepted.
Tenant also shall remove the Required Removables in accordance with Section 8. If Tenant fails
to remove any of Tenant's Property within 2 days after the termination of this Lease or of
Tenant's right to possession, Landlord, at Tenant's sole cost and expense, shall be entitled (but
not obligated) to remove and store Tenant's Property. Landlord shall not be responsible for the
value, preservation or safekeeping of Tenant's Property. Tenant shall pay Landlord, upon
demand, the expenses and storage charges incurred for Tenant's Property. In addition, if Tenant
fails to remove Tenant's Property from the Premises or storage, as the case may be, within 30
days after written notice, Landlord may deem all or any part of Tenant's Property to be
abandoned, and title to Tenant's Property shall be deemed to be irranediately vested in Landlord,
21
Section 30. Right of Renewal.
Tenant shall have the right to renew the Term for all of the Premises for one renewal term
of five (5) years (the "Renewal Term"), which shall commence on the day following the
expiration of the Term and end on the fifth anniversary of the Termination Date, unless the
Renewal Tenn shall sooner terminate pursuant to any of the terms of this Lease or otherwise.
The Renewal Tenn shall commence only if (1) Tenant shall have notified Landlord in writing of
Tenant's exercise of the renewal right not later than six (6) months prior to the Termination Date
and (2) at the time of the exercise of such right and immediately prior to the Termination Date,
no Event of Default shall have occurred and be continuing here -under. Time is of the essence
with respect to the giving of the notice of Tenant's exercise of the renewal option. The Renewal
Term shall be upon all of the agreements, terms, covenants and conditions hereof binding upon
Tenant, except that Base Rent payable during the Renewal Term shall increase by two percent
(2%) annually, which increase shall be applied on the 1" day of the Renewal Term, and Tenant
shall have no further right to renew the Term beyond the Renewal Term. Upon the
commencement of the Renewal Term, (1) the Renewal Term shall be added to and become part
of the Term, (2) any reference to "this Lease", to the "Term", the "term of this Lease" or any
similar expression shall be deemed to include the Renewal Term, and (3) the expiration of the
Renewal Tenn shall become the Termination Date.
Section 31. Notices.
Any notice under this Lease shall be in writing and shall be deemed to have been properly
given only if: (1) hand delivered, (2) sent by commercial overnight courier delivery service, (3)
sent by registered or certified mail, postage prepaid, return receipt requested, or (4) sent by
facsimile transmission (with confirmation of receipt). A notice shall be deemed to have been
received (a) on the day delivered, if hand delivered, (b) in the case of overnight courier delivery,
on the first business day after having been deposited with the courier service, (c) in the case of
registered or certified mail, on the third (3rd) business day after deposit with the U.S. Postal
Service, and (d) on the day transmitted, if sent by facsimile transmission (with a confirmation of
receipt). Notices shall be addressed to the respective parties, as follows:
If for Tenant: Professional Gymnastics Center, Inc,
1920 S. Carboy Road
Mount Prospect, Illinois 60056
Attention: Mr. Denis Belikov
with a copy to: Scott D. Verhey
Attorney At Law
734 North Wells Street
Chicago, Illinois 60654
Facsimile: (312) 873-4790
If for Landlord: 1900 Carboy LLC
9450 W. Bryn Mawr, Suite 750
Rosemont, Illinois 60018
W
Attention: Michael W. Brennan
Facsimile: (847) 257-8888
with a copy to: Brennan Investment Group, LLC
9450 W. Bryn Mawr, Suite 750
Rosemont, Illinois 60018
Attention: Samuel A. Mandarin
Facsimile: (847) 257-8888
Each party hereto may, from time to time, change the address or name specified above for it by
giving notice to the other party (or parties, as the case may be) in accordance with this section.
Section 32. AUscell aneons.
(a) This Lease and the rights and obligations of the parties shall be interpreted,
construed and enforced in accordance with the Laws of the state in which the Building is
located, and Landlord and Tenant hereby irrevocably consent to the jurisdiction and proper
venue of such state. If any term or provision of this Lease shall to any extent be invalid or
unenforceable, the remainder of this Lease shall not be affected, and each provision of this
Lease shall be valid and enforced to the fullest extent permitted by Law. The headings and titles
to the Sections of this Lease are for convenience only and shall have no effect on the
interpretation of any part of the Lease.
(b) Tenant shall not record this Lease or any memorandum without Landlord's prior
written consent.
(c) Landlord and Tenant hereby waive any right to trial by jury in any proceeding
based upon a breach of this Lease.
(d) All amounts payable by Tenant to or on behalf of Landlord under this Lease,
whether or not expressly denominated Base Rent, Additional Rent or Rent, shall constitute rent
for the purposes of Section 502(b)(6) of the United States Bankruptcy Code.
(e) Whenever a period of time is prescribed for the taking of an action by Landlord of
Tenant, the period of time for the performance of such action shall be extended by the number
of days that the performance is actually delayed due to strikes, acts of God, shortages of labor or
materials, wax, civil disturbances and other causes beyond the reasonable control of the
performing party ("Force Majeure"). However, events of Force Majeure shall not extend any
period of time for the payment of Rent or other sums payable by either party or any period of
time for the written exercise of an option or right by either party,
(f) Landlord shall have the right to transfer and assign, in whole or in part, all of its
rights and obligations under this Lease and in the Property referred to herein, and upon such
transfer Landlord shall be released from any further obligations hereunder, and Tenant agrees to
look solely to the successor in interest of Landlord for the performance of such obligations.
23
(g) Tenant represents that it has dealt directly with and only with Tenant's Broker as a
broker in connection -with this Lease. Tenant shall indemnify and hold Landlord and the
Landlord Related Parties harmless from all claims of any other brokers claiming to have
represented Tenant in connection with this Lease. Landlord agrees to indemnify and hold
Tenant and the Tenant Related Parties harmless from all claims of any brokers claiming to have
represented Landlord in connection with this Lease.
(h) Tenant covenants, warrants and represents that: (1) each individual executing,
attesting and delivering this Lease on behalf of Tenant is authorized to do so on behalf of
Tenant; (2) this Lease is binding upon Tenant; and (3) Tenant is duly organized and legally
existing in the state of its organization and is qualified to do business in the state in which the
Premises are located. If there is more than one Tenant, or if Tenant is comprised of more than
one party or entity, the obligations imposed upon Tenant shall be joint and several obligations of
all such parties and entities. Payments and agreements given or made by, with or to any one
person or entity shall be deemed to have been given or made by, with and to all of them.
(i) Time is of the essence with respect to Tenant's exercise of any expansion, renewal
or extension rights granted to Tenant. This Lease shall create only the relationship of landlord
and tenant between the parties, and not a partnership, joint venture or any other relationship.
This Lease and the covenants and conditions in this Lease shall inure only to the benefit of and
be binding only upon Landlord and Tenant and their permitted successors and assigns.
0) The expiration of the Term, whether by lapse of time or otherwise, shall not
relieve either party of any obligations which accrued prior to or which may continue to accrue
after the expiration or early termination of this Lease. Without limiting the scope of the prior
sentence, it is agreed that Tenant's obligations under Sections 4, 8, 14, 20 and 25 shall survive
the expiration or early termination of this Lease,
(k) Landlord has delivered a copy of this Lease to Tenant for Tenant's review only,
and the delivery of it does not constitute an offer to Tenant or an option. This Lease shall not be
effective against any party hereto until an original copy of this Lease has been signed by such
party.
(1) All understandings and agreements previously made between the parties are
superseded by this Lease, and neither party is relying upon any warranty, statement or
representation not contained in this Lease. This Lease may be, modified only by a. written
agreement signed by Landlord and Tenant.
(m) Within 15 days after Landlord's request, Tenant shall provide Landlord with
Tenant's most recent unaudited financial statements, which shall include a balance sheet,
income statement and statement of cash flows. Upon written request by Tenant, Landlord shall
enter into a commercially reasonable confidentiality agreement covering any confidential
information that is disclosed by Tenant.
24
Section 33. Parking.
Except for particular spaces and areas designated by Landlord for reserved parking,
during the Term, Tenant shall have the right to use automobile surface parking spaces serving the
RIVAL*T1
'tz=
bav —Mcmat
tv'��Ie ffi
and location of such spaces shall be designated from time to time by Landlord in its sole
discretion. Landlord shall not be liable for any loss, injury or damage to persons using the
surface parking areas or automobiles or trucks or other property therein, it being agreed that, to
101 NILS) 0109 M165hSNIN FAOI 1020 Or.
Section 34. Signs.
Tenant shall have the right to install and maintain signs or insignias on the Building, the
land on which it is located and the Premises, provided such signs or insignias (a) are Erst
approved in writing by Landlord, in its sole discretion, as to location, design and contents and (b)
comply with applicable Law.
Section 35. Entire Agreement.
This Lease, including the following exhibits and attachments, which are hereby
incorporated into and made a part of this Lease, constitute the entire agreement between the
parties and supersede all prior agrecinents and understandings related to the Premises, including
all lease proposals, letters of intent and other documents: Exhibit A (Premises).
IR
1900 CARBOY LLC,
an Illinois fin Con P 2
By:
Scott ianager
f1mmim
PROFPSSIONAL GYMNASTICS CENTER, INC.,
an Illinois corporation
By: ---- -------
N ame:
"—" -
m!
U X1118IT A
PREMISES
EXHWff B
FORM OF COMMENCEMENT DXrF LET It
Date:
Tenant:
Address:
Re: Commencement Letter with respect to
I"_", _ 'I by and between ........
company, as Landlord, andf.
for rentable square
Dear
that certain Lease Agreement dated as of
an Illinois limited liability
as Tenant,
bet of the Building located at
In accordance with the terms and conditions of the above referenced Lease, Tenant
accepts possession of the Premises and agrees:
1. The Commencement Date of the Lease is
2. The Termination Date of the Lease is
Please acknowledge your acceptance of possession and agreement to the terms set forth
above by sigiiing all 3 counterparts of this Commencement Letter in the space provided and
returning 2 fully executed counterparts to my attention.
Sincerely,
.0
manager
Agreed and Accepted:
Name:
Title:
Date:
,IDE 11UM TO LEASE AGREEMENT" q
1I
THIS ADDENDUM Is incorporated and made a part of the original lease dated M .,_, 2017, by
and between 1900 CARBOY LLC, an Illinois limited liability company ("Landlord") and Professional
Gymnastics Center, Inc., an Illinois Corporation ('Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant previously executed a certain Lease Agreement ("Lease") dated
April, 2017;
WHEREAS, landlord and Tenant desire to allow the Tenant the ability, pursuant to the
requirements of the Village of Mount Prospect, to operate its business by providing access to parking
owned and managed by the Landlord;
NOW, THEREFORE, Landlord and Tenant agree as follows:
1. The foregoing recitals are hereby incorporated Into this Addendum and made a part hereof.
2. The Tenant and Tenant's customers shall have non-exclusive access to an additional sixty (60) off-
site parking spaces at the 2000 Carboy Road property. Tenant represents to Landlord that a large majority
of these parking spaces will only be used during non -business hours, after 5:00 p.m. during business days
and on the weekends and holidays.
3. Landlord, at Tenant's sole cost, shall take steps necessary to restripe 1900 Carboy to provide
eighty-nine (89) parking spaces, Including four (4) handicapped -accessible spaces, including related
handicapped -accessible signage;
4. Landlord, at Tenant's sole cost, shall take steps necessary to restripe 2000 Carboy to provide one
hundred ten (110) parking spaces, including Ove (S) handicapped -accessible spaces, Including related
handicapped -accessible signage.
5. Tenant agrees to pay Landlord, upon demand, for Landlord's costs to restripe the 1900 Carboy
and 2000 Carboy parking areas as provided in Sections 3 and 4 above.
6. All terms and conditions of the Lease shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Addendum to the Lease on the day and
year first above written.
LANDLORD:
1900 CARBOY LLC,
an Illinois llnted liability Ornpany
By.
�Scott McKibben, ..�����„���
manager
TENANT:
PROFESSIONAL GYMNASTICS CENTER, INC.,
an Illinois corporation
Name Lie
Oy'........ _..
wRdilw, President
THE LAW OFFICES OF
Scoivr D. �rrr�ruL�-
734 NORTH WELLS STREET
CHICAGO, ILLINOIS 60654
(312) 255-8333
SCOTT D. VERHEV
June 5, 2017
Via Electronic Mail bcooney@mountprospect.org
William J. Cooney, AICP
Director of Community Development
Village of Mount Prospect
50 S. Emerson Street
Mount Prospect, IL 600S6
OF COUNSEL
LEONARD F. AMARI
Re: Conditional Use Zoning Request -1920 Carboy, Mount Prospect, R
Professions/ Gymnastics Center, Inc.
Dear Mr. Cooney,
I represent the interests of Professional Gymnastics Center, Inc. ("PGC").
The Planning & Zoning Commission recommended approval of PGC's Conditional Use
Zoning Request at 1920 Carboy for use as a gymnastic school by a 6-0 vote. Our request
is scheduled to go before Village Board for the ordinance's first reading on June 20, 2017.
We are requesting that the Village Board waive the second reading, tentatively scheduled
for July 18, 2017, and take final t.io ..r�. at the June 20, 2017 meeting as my client is anxious
to start their new business and must meet certain deadlines pursuant to their lease.
I appreciate your assistance in facilitating this request. As always, if you have any questions
or concerns regarding this application or materials provided in support, please do not
hesitate to contact me at your earliest convenience.
Very truly yours,
Scott D. Verhey ,
SDV/dn
MINUTES OF THE REGULAR MEETING OF THE
PLANNING & ZONING COMMISSION
CASE NO. PZ -09-17
PROPERTY ADDRESS:
PETITIONER:
PUBLICATION DATE:
REQUEST:
MEMBERS PRESENT
MEMBERS ABSENT:
STAFF MEMBERS PRESENT:
INTERESTED PARTIES:
Hearing Date: May 25, 2017
1900-1980 Carboy Road
Professional Gymnastics Center, Inc. (PGC)
May 10, 2017
CU: Gymnastics School
Walter Szymczak
Agostino Filippone
William Beattie
Keith Youngquist
Norbert Mizwicki
Joseph Donnelly, Chair
Sharon Otteman
Thomas Fitzgerald
Consuelo Arguilles- Deputy Director of Community
Development
Jason Shallcross- Development Review Planner
Denis Belikov and Andrey Sovenko
Chairman Donnelly called the meeting to order at 7:32 pm. Commissioner Beattie made a motion
seconded by Commissioner Filippone to approve of the minutes from the Planning and Zoning
Commission meeting on April 27, 2017. The minutes were approved 5-0 with Commissioner Szymczak
abstaining. Chairman Donnelly introduced the first case on the agenda, PZ -09-17 1900-1980 Carboy
Road.
Mr. Shallcross stated that the Subject Property is located on the west side of Carboy Road and includes a
71,000 square foot manufacturing and warehouse building with related improvements. He stated that the
Subject Property is zoned I1 Limited Industrial and is bordered to the north and west by an Il Limited
Industrial PUD and to the south and east by the I1 Limited Industrial District.
Mr. Shallcross stated that a gymnastics school is considered a vocational school and requires conditional
use approval in the I1 District. He stated that the proposed floor plan indicated that the existing office
area would remain unaltered and explained that areas would be dedicated for floor exercise, balance
beams, vaulting, bars (parallel and uneven), young gymnasts, trampoline, and strength and conditioning.
He also stated that a reception/party room is also proposed to be located in the warehouse area.
Mr. Shallcross explained the hours of operation for the gymnastics school, emphasizing that class sizes
will be limited during normal workday hours (8:00 am — 5:00 pm) to twenty (20) students and two (2)
staff members.
Planning and Zoning Commission- May 25, 2017 PZ -09-17
Joseph Donnelly, Chair
Mr. Shallcross explained that class sizes will expand after normal work hours to a maximum of sixty (60)
students and four (4) instructors. He explained that an hour -by -hour breakdown of class times and sizes
was provided in the staff report. Mr. Shallcross explained that four (4) times per year, PGC Inc.
anticipates holding special events and gymnastics meets that are not to have more than eighty (80)
combined students and staff.
Mr. Shallcross explained that based on of the peak number of employees and students, the gymnastics
school will require a total of seventy-nine (79) parking spaces. This is in addition to the forty-two (42)
spaces required by all other current tenants in the multi -tenant building, totaling one hundred twenty-one
(121) required spaces. He indicated that the Plat of Survey that was submitted for review indicated areas
on-site that are not striped and are available to stripe for an additional twenty (20) parking spaces. He
stated that after the striping of these areas for additional parking, 1900 Carboy would have a total of
(eighty-nine) 89 parking spaces, including four (4) accessible parking spaces. He also stated that the
Petitioner has taken steps to obtain the use of an additional sixty (60) parking spaces at the 2000 Carboy
building. This would provide one hundred forty-nine (149) parking spaces when one hundred twenty-one
(12 1) are required.
Mr. Shallcross explained additional staff comments received from Planning, Building, and Fire. The
Petitioner will be required to submit a revised parking lot striping plan, a build out and floor plan, and to
meet all applicable Fire Codes.
Mr. Shallcross explained the conditional use standards and the Petitioner's response to those standards.
He explained that the Petitioner believes that the school will not be a detriment to or endanger the welfare
of the public.
Mr. Shallcross stated that Staff has reviewed the Petitioner's request and is supportive. He stated that
other departments reviewed the Petitioner's proposal and did not object to the use or find that it would
have an adverse impact on the adjacent properties. He stated that conditional uses for gymnastics schools
have been approved for several properties in the Village; most recently at 600 Wheeling Road in 2014
(PZ -23-14).
Mr. Shallcross stated that Staff recommends that the Planning and Zoning Commission recommend
approval of the following motion:
"To approve a Conditional Use permit for a gymnastics school at 1900-1980 Carboy Road, Case No. PZ -
09 -17 subject to the following conditions:
1) The Petitioner must provide a lease agreement that secures an additional sixty (60) off-site
parking spaces at 2000 Carboy.
2) Limiting the peak combined number of staff and students to not more than eighty (80) at any
given time.
3) Restripe 1900 Carboy to provide eighty-nine (89) parking spaces, including four (4)
accessible spaces, including signage.
4) Restripe 2000 Carboy to provide one hundred ten (I 10) parking spaces, including five (5)
accessible spaces, including signage.
5) Compliance with all applicable Village Code requirements, including, but not limited to, fire
code, lighting regulations, sign code regulations, and building regulations."
Mr. Shallcross reiterated that the Village Board's decision is final for this case after noting that two
tenants filed verbal complaints about the current parking situation.
Planning and Zoning Commission- May 25, 2017 PZ -09-17
Joseph Donnelly, Chair
9
Commissioner Youngquist asked Staff if they had any concerns about parking.
Mr. Shallcross responded that parking requirements are high due to the nature of the request. He stated
that because the requirement is related to the peak number of students and staff, that a high number of
stalls are required. He stated that the number of required parking spaces is to accommodate gymnastics
meets and events, not day to day practices. He further stated staff was not concerned about the parking
situation because class sizes would be limited during normal work hours (9:00 am — 5:00 pm) and most of
the children would be under the age of sixteen (16).
Commissioner Mizwicki asked Staff to clarify a conflict between the original operating hours and class
information and the second submittal of operating hours and class information.
Mr. Shallcross explained that the original submittal indicated only the peak numbers, as required by code.
He stated the Petitioner submitted a more detailed explanation of operating hours after Staff voiced
concerns regarding parking.
Chairman Donnelly then swore in Scott Verhey of 734 N. Wells Street in Chicago. Mr. Verhey was
representing the Petitioner, Professional Gymnastics Center, Inc. (PGC), and provided background
information about the owners of PGC, Inc., and detailed their background in gymnastics. He stated that he
and his clients intend to satisfy all conditions of approval for the requested conditional use. He stated that
the parking use is going to be limited during normal operating hours, and informed the Commission that
ninety-five percent (95%) of students will be under the age of sixteen (16) and therefore unable to drive.
He stated that the gymnastics school is not a typical school where a one-to-one ratio of driving to parking
is necessary. He stated that most students will be dropped off by their parents or carpool with other
students and their parents. He reiterated that all high attendance events will be held off hours or on
holidays.
Mr. Verhey stated that all students will be required to sign a contract with PGC, Inc. before participating.
He stated that the contract will include language stating that additional parking is available south of the
building at 2000 Carboy.
Commissioner Beattie asked about the Petitioner's lease terms with regards to parking.
Mr. Verhey stated that the lease is for five (5) years with an additional five (5) year option. He stated that
an addendum was added to the lease that provides an additional sixty (60) parking spaces at 2000 Carboy.
Commissioner Beattie asked if both agreements are for five (5) years.
Mr. Verhey stated that both agreements are for five (5) years as the addendum is part of the lease
agreement.
Commissioner Mizwicki asked about other schools that the Petitioner has participated in. He then asked
where those schools were located and why his clients are moving to Mount Prospect.
Mr. Verhey stated that there must be confusion between the other schools that have opened in the Village,
and that his clients have never owned another gymnastics facility. He stated that there is a draw to the
Midwest, and specifically Mount Prospect, due to its premier location, easy access to transportation, and
that it is centrally located between Chicagoland and southern Wisconsin. He stated that the Carboy
facility would be world class and have a large draw for gymnasts in the region.
Chairman Donnelly closed the case to public comment for further discussion, and then asked for a
motion.
Planning and Zoning Commission- May 25, 2017 PZ -09-17
Joseph Donnelly, Chair
Commissioner Filippone made a motion seconded by Commissioner Beattie to approve the following:
"To approve a Conditional Use permit for a gymnastics school at 1900-1980 Carboy Road, Case No. PZ -
09 -17 subject to the following conditions:
1) The Petitioner must provide a lease agreement that secures an additional sixty (60) off-site
parking spaces at 2000 Carboy.
2) Limiting the peak combined number of staff and students to not more than eighty (80) at any
given time.
3) Restripe 1900 Carboy to provide eighty-nine (89) parking spaces, including four (4)
accessible spaces, including signage.
4) Restripe 2000 Carboy to provide one hundred ten (110) parking spaces, including five (5)
accessible spaces, including signage.
5) Compliance with all applicable Village Code requirements, including, but not limited to, fire
code, lighting regulations, sign code regulations, and building regulations."
UPON ROLL CALL:
AYES: Beattie, Youngquist, Mizwicki, Filippone, Szymczak, Donnelly
NAYS: None
The vote was approved 6-0 with a positive recommendation to the Village Board.
After hearing one more case, Commissioner Filippone made a motion seconded by Commissioner Beattie
to close the hearing and the meeting was adjourned at 9:23 pm.
Jason C. Shallcross
Development Review Planner
Planning and Zoning Commission- May 25, 2017 PZ -09-17
Joseph Donnelly, Chair
ORDINANCE NO.
AN ORDINANCE GRANTING A CONDITIONAL USE TO ALLOW
A GYMNASTICS SCHOOL FOR PROPERTY LOCATED AT
1900-1980 CARBOY ROAD, MOUNT PROSPECT. ILLINOIS
WHEREAS, Professional Gymnastics Center, Inc. (Petitioner), has filed a petition for a
Conditional Use to allow a gymnastics school for property located at 1900-1980 Carboy
Road (Property) and legally described as:
LOT 1 IN DENNES' RESUBDIVISION OF ALL LOTS 11,12, AND 16 AND PART OF LOT 13 IN
ELMHURST ALGONQUIN INDUSTRIAL PARK UNIT NO. 2 BEING A SUBDIVISION IN THE
SOUTHEAST'/o OF SECTION 23, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD
PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
PERMANENT INDEX NUMBER: 08-23-401-039-0000
COMMONLY KNOWN AS: 1900-1980 CARBOY ROAD, MOUNT PROSPECT,
ILLINOIS 60056
WHEREAS, the "Petitioner" seeks a Conditional Use to operate a gymnastics school as
shown on the Floor Plan attached as Exhibit "A" for the property located at 1900-1980
Carboy Road; and
WHEREAS, a Public Hearing was held on the request for a Conditional Use being the
subject of PZ -09-17 before the Planning and Zoning Commission of the Village of
Mount Prospect on the 25th day of May, 2017, pursuant to proper legal notice having
been published in the Daily Herald Newspaper on the 10"' day of May 2017; and
WHEREAS, the Planning and Zoning Commission has submitted its findings and
recommendations to the Mayor and Board of Trustees in support of the request being
the subject of PZ -09-17; and
WHEREAS, the Mayor and Board of Trustees of the Village of Mount Prospect have
given consideration to the request herein and have determined that the request meets
the standards of the Village and that the granting of the Conditional Use to allow a
gymnastics school would be in the best interest of the Village.
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND BOARD OF
TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS
ACTING IN THE EXERCISE OF THEIR HOME RULE POWERS:
SECTION ONE: The recitals set forth hereinabove are incorporated as findings of fact
by the Mayor and Board of Trustees of the Village of Mount Prospect.
SECTION TWO: The Mayor and Board of Trustees of the Village of Mount Prospect
grant a Conditional Use for a gymnastics school at 1900-1980 Carboy Road, subject to
the following conditions:
1. The Petitioner must provide a lease agreement that secures an additional sixty
(60) off-site parking spaces at 2000 Carboy;
2. The peak combined number of staff and students shall not be more than eighty
(80) at any given time;
3. Restripe 1900 Carboy to provide eighty-nine (89) parking spaces, including four
(4) accessible spaces, including signage;
4. Restripe 2000 Carboy to provide one hundred ten (110) parking spaces,
including five (5) accessible spaces, including signage; and
5. Compliance with all applicable Village Code requirements, including, but not
limited to, fire code, lighting regulations, sign code regulations, and building
regulations.
SECTION THREE: The Village Clerk is hereby authorized and directed to record a
certified copy of this Ordinance and Exhibit "A" with the Recorder of Deeds of Cook
County.
SECTION FOUR: This Ordinance shall be in full force and effect from and after its
passage, approval and publication form in the manner provided by law.
AYES:
NAYS:
ABSENT:
PASSED AND APPROVED this 20th day of June, 2017.
Arlene A. Juracek
Mayor
ATTEST:
Karen M. Agoranos
Village Clerk
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