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5.7 A RESOLUTION IN SUPPORT OF CREW OF FIVE HOLDINGS, LLC'S APPLICATION FOR RENEWAL OF A CLASS 7C TAX INCENTIVE FOR 1250 FEEHANVILLE DRIVE
Item Cover Page ,a" wubject A RESOLUTION IN SUPPORT OF CREW OF FIVE HOLDINGS, LLC'S APPLICATION FOR RENEWAL OF A CLASS 7C TAX INCENTIVE FOR 1250 FEEHANVILLE DRIVE Meeting March 2. 2021 - A. MEETING OF THE MOUN PROSPECT VILLAGE BOARD Impact w' I so w Type Consent Information The Village approved a Class 7C property tax incentive for Crew of Five Holdings, LLC (Crew) for the property located in the Kensington Business Center in 2017. Formerly occupied by Toko, Crew purchased and rehabilitated the one-time vacant office/wa rehouse space at a cost of approximately $1.29M in 2017. The building is now occupied by E. A. Langenfeld and the second floor is being sublet to BG Office, LLC (d/b/a The Bricton Group). The Class 7C incentive would be renewed for the approximately 26,000 square footoffice component of • • The Village has granted several Cook County Class 6B tax incentives to attract and retainindustrial w •warehousebusiness._incentiveis similar structure to the Class 6B program, but is designed for qualifying commercial properties in the county and is effective for only 5 years (Class 6B is effective for 12 years) and can be renewed for one additional term if supported by the Village. The Class 7C incentive reduces the assessment level for qualified commercial facilities from 25% to 10% for the first 3 years, 15% for year 4 and 20% in year 5. After year 5, the assessment level returns to the full 25% for the benefiting property. In addition to this property, the Village has granted a 7C for the Mount Prospect Ice Arena, also located in the Kensington Business Center. sales, marketing, and merchandising services to the retail sector. They offer comprehensive sales and marketing support with corporate,, national,, store level, and international sales teams. The 2017 move into this larger space allowed the company to own its own real estate (through Crew) and provided additional space needed for the company. The Bricton Group serves as a leader and innovator in the hospitality industry, specializing in development, ownership, management, and asset management services across a wide variety of hotel brands. As a leading hotel management company for over 25 years, the company has a diverse portfolio of more than 2,500 hotel rooms under management throughout the United States. The two companies employ 65 full and part-time employees at the subject property. Crew is requesting the Class 7C incentive o reduce e property a e to around resolution$3 per square foot for the property. If the extension is not granted they estimate that their tax bill would rise to $5.60 per square foot. Similar properties in nearby Lake and DuPage County range from $2.50 to $3.50 per square foot. Staff has reviewed the petitioner's application and is supportive of the requested renewal. Alternatives 1. Approve a in support of Crew of FiveHoldings,application a renewal of a Class 7C tax incentive ill Drive. 2. Action i ion of the Village Board. Staff Recommendation Approve a resolution in support of Crew of Five Holdings., LLC's application for renewal of a Class 7C tax incentive for 1250 Feehanville Drive. ATTACH M E NTS: Appl ication. pdf Cover Letter. pdf 7C Resolution 1250 Feehanville Crew of FIve.pdf 1250 Feehanville legal. pdf 2 X00 COOK COUNTY ASSESSOR'S OFFICE COOK COUNTY Ass ;;': OR 118 NORTH CLARK STREET, CHICAGO, IL 60602 PHONE: 312.443.7550 FAx: 312.603.6584 FRITz KAEGII 0� VVM.COOKCOUNTYASSESSCSR. COM CLASS 6B/7/8 Control Number RENEWAL APPLICATION 7GO051 A certified copy of the resolution or ordinance obtained from the municipality in which the real estate is located, or from the Cook County Board of Commissioners if located in an unincorporated area, must accompany this Renewal Application. This application, resolution and a filing fee of $500.00 must be filed. For assistance in preparing this Renewal Application, please contact the Cook County Assessor's Office Development Incentives Department at (312) 603-7529. Name: loo3 Telephone:( 773 -8731 hrew PLEMe HP -1d. , , LL 251 Address: 1250 Feehanville Drive,#1 00 City, State: Mount Prospect IL Zip Code: 60056 Email Address: ,-_6W@!n_,h,_Qn_jgy@la%qe J. nt .- COMM .......... . . . 11ame: Gregory".P., Di, MADIP,I)OLI'los, Telephone: ( 312 988-0207 Address: 225 W. Ran,dolph Street,,_�,qite 2950 City, State: ChiclagqJL Zip Code: 60606 EmailAddress: ,,greg@verrosberkshire.com MA t Street address: 1250 Feehanville Drive City, State: Mount Prospect, IL Zip Code: 60056 Permanent Real Estate Index Number (s): 03-35-104-027-0000 Township: Wheeling K III. Identification of Persons, orMlEnti"'ties Hav,*MM an Interest Attach a current and complete list of all owners, developers, occupants and other interested parties (including all beneficial owners of a land trust) identified by names and addresses, and the nature and extent of their interest. Attach legal description, site dimensions and square footage, and building dimensions and square footage. IV. PEoperty V Attach a current and detailed description of the precise nature and extent of the use of the subject property, specifying in the case of multiple uses the relative percentages of each use. If there'have been any changes from the original application, include current copies of materials which explain each occupant's business, including corporate letterhead, brochures, advertising material, leases, photographs, etc. Indicate the nature of the original development receiving the Class 6B/7/8 designation [ ] New Construction [X] Substantial Rehabilitation [X] Occupation of Abandoned Property - No Special Circumstance [ ] Occupation of Abandoned Property - With Special Circumstance vim 9M 12.12Y t How many permanent full-time and part-time employees do you now employ? On -Site: Full-time: 54 Part-time: I I In Cook County: Full-time: 54 Part-time: .11 VII. LocgI.Ap roval A certified copy of a resolution or ordinance from the municipality in which the real estate is located (or the County Board, if the real estate is located in an unincorporated area) must accompany this renewal. The ordinance or resolution must expressly state that the municipality supports and consents to this Class 613/7/8 Renewal and has determined that the industrial use of the property is necessary and beneficial to the local economy. 2 Cl y u x µ P, f fy ti ry hw� Ir'caia►r a that tthat, I have read thl' he . n � s � fd, 1,the under0iinw, Ron w—a A ��66h I Bret are true aidsas" those mrat stated to I r o f and : as to such & � � � n " sin nettlies that ho h i �� a a- o b fr . n Slonat4fre, POO, Steve BA H Nn,,t,,N` e. LLC Manager A� F n 0211t7V2020 p 4 p h gy ro q a 3 [ This page is intentionally blank ] f Sub' C t '11. Deset,intio"no, The subject is a pait one-story and part two-story office and warehouse building commonly known as 1250 Feehanville Drive, Mount Prospect, Illinois 60056. The property 'i's identified by PIN 03-35- 104-027-00000 The land area of the subject is 160,766 square feet. The subject site is improved with an approximately 37,102 square foot office and warehouse building. The original building was built in 1985 and consists of an 18,080 square foot warehouse and office building classified as Class 6-93, Approximately 11,000 square feet ate warehouse space. The two-story addition was built fil 1995 and consists of a 19 ,022 square foot office building classified as Class 5-91 and Class 7-91. The ground floor consists of 8,488 square feet (Class 5-91) and the 2nd floor consists of 10,534 square feet (Class 7-91). The Applicant i's requesting a renewal of the Class 7c on the 2nd Floor of the building, Attached please find the folloWling documents: 9 Legal Description 9 Photographs r -A 1724818077 Pace: 3 of 6 . * I E, IT A Legal Description Lot 303 hi. Kensington Cetitev Itesubdivision VIII as recordud in the office of the Cook County Recorder of Deeds on June A 1982 as Document 26268098, being Resubdivision of Lots 30.3, 305 and 307 in Keiisitigton'Ceilteii-Plistiso'l"liree-A, said Kensington Center-PlimThree- A being a Subdivision and .esubdivision iii part of the Nortllwcst 1/4 and the Northeast 1/4 of Sectioll 35, Towship 42 North, Range 11, East of the, Third Principal Meridian, according to the plat thereof recorded in the Office of the Cook Cowity Recorder of Deeds on May 4, 1981, as Document 25859082, all located hi Cook County, Illinois. P.Mi'so 03-35-104-027-0000 0 Address of Real Property: 1250 Fechanville Di 4, MOLUIt PVOSPCC(, 111 hio is 60056 Improvements Description and Analysis 41 Subject from Southwest SubJe'6t from Northwest Feehanville Drive East Office -Warehouse Property Subject from Southeast Patio along Eastern Elevation Fe'ehanville Drive West Improvements Description and Analysis Firs't Floor Interior First Flo'or Interior First Floor Kitchen/Break Room Office-Warebouse Property EN First Floor Interior First Floor Interior Kitchen First Floor Fitness Room 10 Improvements Description and Analysis 43 First Floor Warehouse Second Floor Interior Office --Warehouse Property Second Floor Interior Second Floor Interior it Applicant/Ownet: Crew of Five Holdings, LLC, an Illinois Limited Liability Company LLC Manager: Steven B, Henley 1250 Feehanville Drive, Suite 100 Mount Prospect, IL 60056 (773) 251-8731 Steven.Flenley@Langenfeld.com Tenant: E.A. Langenfeld Associates, Ltd.., an Illinois Corporation President: Steven B. Henley 1250 Feehanville Drive., Suite 100 Mount Prospect, IL 60056 (773) 251-8731 Steven. Henley@Langenfeld -corn Sub -Tenant: B G Office, LLC LLC Manager: Edward I Doherty 1250 Feehariville Dtive, Suite 200 Mount Prospect, IL 60056 (847) 698-3800 edohetty@bticton,coni 11 D/B/A1' The Bricton Group, LLJ President: Edward J. Doherty 1250 Fechanville Drive, Suite 200 Mount Prospect, IL 60056 (847) 698-3800 e dohetty@bricton. coin Attached please fuid the following documents: * Illinois Secretary of State LLC File Detail Report for Crew of Five Holdings, LLC * Illinois Secretary of State Corporation File Detail Report for E.A. Langenfeld Associates, Ltd. * Illinois Secretary of State LLC. File Detail Report for BG Office, LLC Illinois Sectetary of State Corporation File Detail Report for The Bticton. Group, Inc. ifi 7'R, Ottice of the Secretary of State Jesse White / 1 1 �W1C IIY ��jQ � �mr� �ry1(0''''rrrr I fl,�' 0/.iwpr, EILLIN01S. COM"VA7 ' 'V Corporation/LLC Search/Certificate of Good Standing LLC File Detail Report File Number 06158501 Entity Name CREW of FIVE HOLDINGS, LLC Status ACTIVE p a Entity Information AI of Principal office 1250 FEEHANVILLE DRIVE MT. PROSPECT, IL 600560000 h Entity Type LLC r Type of LLC Domestic Organization/Admission Date Thursday, 23 February 2017 � Jurisdiction IL Duration PERPETUAL u Agent Information Po h Name 13 ti CHADWICK I. BUTTELLo ESQ. Address 200 S WACKER DR STE 2700 CHICAGO , IL 60606 Change Date Thursday, 20 September 2018 fry Annual Report For Year 2021 F11ing Date 00/00/0000 Managers Name Address HENLEY, STEVEN B 1250 FEEHANVI LLE DR. #100 wn MT PROSPECT, IL 60056 Series Name NOT AUTHORIZED TO ESTABLISH SERIES Return to Search File Annual Report Adopting Assumed Name Articles of Amendment Effecting A Name Change . . . . . . ............... . ......... . ......... Change of Registered Agent and/or Registered Office (One Certificate per Transaction) I ddl Office of the Secretary of State Jesse Whi"te COM Corporation/LLC Search/Certificate of Good Standing Corporation File Detail Report File Number 51964241 Entity Name E. A. LANGENFELD ASSOCIATES, LTD. Status ACTIVE Entity Information Entity Type CORPORATION Type of Corp DOMESTIC BCA Incorporation Date (Domestic) Wednesday, 23 January 1980 State ILLINOIS Duration Date PERPETUAL Agent Information Name ALAN B. PATZIK Address 15 200 S WACKER DR STE 2700 CHICAGO , IL 60606 o Change Date Tuesday, 11 September 2018 Annual Report Filing Date Tuesday, 22 December 2020 For Year 2021 Officers President Name & Address STEVEN B HENLEY 1250 FEEHANVI LLE DR #100 NIT PROSPECT IL Secretary Name & Address SAME AS ABOVE60056 L Return to Search File Annual Report Adopting Assumed Name Articles of Amendment Effecting A Name Change Change of Registered Agent and/or Registered Office (One Certificate per Transaction) This Informatlon was printed from www.eyberdrivelilinols.com, the official website of the Illinois Secretary of State's Office. Wed Dec 30 2020 Office of the Secretary of State Jesse White 14 Y V 7 ,M *%CJffiWR,,0,\Y, ELLINVOIS., COM Corporation/LLC Search/Certificate of Good Standing LLC File Detail Report File Number 06378323 Entity Name BG OFFICE, LLC Status ACTIVE Entity Information A Wqv Principal Office ipal f � o M 1250 FEEHANVILLE DR., STE 200 MT, PROSPECT, IL 600560000 ;. Entity Type LLC o ,J. � W Type of LLC Domestic ry ;n 6 4 Organization/Admission Date Tuesday, 26 September 2017 Jurisdiction IL Duration PERPETUAL rt; a u" d Agent Information y Name 17 SUSAN M. DOH ERTY Address 1250 FEEHANVI LLE DR. #200 MT, PROSPECT, IL 60056 Change Date Wednesday, 18 December 2019 For Year 2020 F11ing Date Tuesday, 22 September 2020 Managers ri Name Address DOHERTY, EDWARD 1250 FEEHANVI LLE DR., STE 200 MT. PROSPECT, IL 600560000 Series Name NOT AUTHORIZED TO ESTABLISH SERIES File Annual Report Adopting Assumed Name Articles of Amendment Effecting A Name Change Change of Registered Agent and/or Registered Offic.1 19 (One Certificate per Transaction) 18 w u Office of the Secretary of State Jesse White N C&EM]"YVEILLINO/5. rcwro.q, ,rc Corporation/LLC Search/Certificate of Good Standing Corporation File Detail Report File Number 55700966 Entity Name THE BRICTON GROUP, INC. Status ACTIVE Entity Information Entity Type CORPORATION h Type of Corp DOMESTIC BCA 4 Incorporation Date (Domestic) Monday, 16 October 1989 M State ILLINOIS Duration Date PERPETUAL o Agent Information 1 � a Name LAVELLE LAW LTD. N Address, !y 19 1933 N MEAC HAM RD STE 600 SCHAUMBURG , IL 60173 Change Date Tuesday, 30 October 2018 Annual Report Filing Date Tuesday, 1 September 2020 For Year 2020 President Name & Address EDWARD DOHERTY 1250 FEEHANVILLE RD #200 MT PROSPECT IL 60056 Secretary Name & Address EDWARD DOHERTY 1250 FEEHANVILLE RD #200 MT PROSPECT IL 60056 4 Old Corp Name 12/08/1989 THE APEX HOSPITALITY GROUP, INC. Return to Search File Annual Report Adopting Assumed Name .......... . .. . . ..... Articles of Amendment Effecting A Name Change Change of Registered Agent and/or Registered Office (One Certificate per Transaction) This Information was PrInt6d from www.cyberdrlveillinois.com, the official website of the Illinois Secretary of State's Office. Wed Dee 30 2020 20 Crew of Five Holdings, LLC (the "ApphcanC') owns the property located at 1250 Feehanvillc Drive in die, Village of Mount Prospect, Illinois (PIN 03-35-104-027-0000). The Applicant is a single -purpose entity created to own and rehabilitate the subject property. The LLC Manager is Steven B. Henley, who is also the President of E.A. Langenfeld Associates, Ltd., who leases the entire property and occupies the first floor.. Founded in 1960, E.A. Langenfeld Associates (":SAL") built its reputation serving the retail hardware channel. Since then, EAL has expanded into many other channels to provide sales, marl-ceting and merchandising set -vices. It offers comptchensilre sales and marketing support with corporate, national, store level, and international sales tear s, The company's goal is to be a professional sales and inarketing organization with a focus on influencing the touchpoint, EAL understands that what happens at the store level or on the screen makes all the difference in driving sales and enriching the brands or its customers and clients. EAL has been driving sales and emiching brands for companies both large and small since 1960, Through two subsidiary operations — Langenfeld and TouchPoint 360 — EAL provides a fully integrated service designed to move a diverse range of products through equally diverse channels. :UAL's unique selling process starts with a highly experienced corporate -level sales team possessing a rare Mix of assets that includes indusay relationships, in-depth product knowledge and market expertise. Backing up this group 'is its national field sales team whose primary mission is to produce store level pull-through. Together, they offer an unbeatable one-two sales punch. At the consumer touch -point, EAL offers an unparalleled menu of merchandising services ranging from plan--o-grain sets, to installation and construction, to project management...and everything in between. Small projects or national contracts, its highly trained team of merchandising spe,ciahsts and installers is dedicated to presenting your brands in the best possible light. Channels covered include hardware home centers farm/a 'cultural mass merchant industrial, 3 retail, e-commerce and beyond, So wherever you do business, EAL is ready to support you with exceptional sales and merchandising capabilities. EAL relocated to the subject property from 1471 Business Center Dti:ve; Suite 800, Mount Prospect, Illinois 60056 and has occupied the subject property since November 1, 2017. EAL employs 350 employees, with 65 currently located in the Mount Prospect office (43 full -tie on-site; 11 full-time worldng rernote; and I.I. part-time on-site). Other locations are in the Twin Cities (Rose 4ll.e, MN), Fort Wayne, IN, and Collierville, TN. Continued growth was one of the key reasons for relocation within the Village. In July 2016, EAL acquired an Elmhurst company and absorbed its :17 employees and brought thern to Mount Prospect. More recently, in October 2019 EAL acquired Pacific International Sales & Marketing in Kaneohe, HI and its two (2) employees, who remained assigned to Hawaii. Additionally, on January 3, 2020, EAL acquired Allied Sales and Marketing in Wauconda, IL and its eleven (11) employees. Ten (10) of these employees were relocated to the Mount Prospect location and one (1) was relocated to the Ft. Wayne location. a For additional information regarding E.A. Langetifeld Assocites, Ltd. and its subsidiary operations, please visit the following websites: www.langenfeld.coin w%,V)V,.touchpoint3 60. corn www.icoitisidexom 0� t), 0111.1- - Lt )n R 9ar(111ng,Thg,Br1, IV, Since 1989, the Bricton Group has served as a leader and innovatot in the hospitality industry, specializing in development, ownership, management and asset management services across a Wide variety of hotel brands. As a leading hotel management company for over 25 years, the Bricton Group is committed to delivering unparalleled value and results for its owners by offering products and services designed to exceed its clients' expectations. With a diverse portfolio of more than 2,500 hotel rooms under management throughout the United States, Bricton is coinn-iitted to the highest standards of stewardship, personal responsibility and collaboration in the pursuit of an exceptional guest experience. The Bricton Group has a proven reputation for deliver. ng superior results through scan-iles"I's collaboration and communication. Its Proprietary Technology Platform is a state -of -art communications system.that effortlessly facilitates the exchange of information among its owners, investors and hotel associates. Every Bticton project features a partnership of ideas, concerns and seamless communication with out owners, inNrestors and hotel associates. Its diverse portfolio shares a culture of hospitality that recognizes and respects the synergy betxveen its hotel properties, their guests and their local communities, resulting in exceptional profitability and sustainability. Featuring over 160 years of corabined hospitality management experience, the Bticton Group is a dynamic structure designed to make the complex simple and is exceptionally qualified to assist with all hospitality initiatives. For additional infoin-lar don regarding The Bricton Group, please visit its website at bticton.com, 23 aupp) R THIS SUBLEASE ("Sublease") is made effective as of November 1, 2017 C'EMpt * I Date"), by and between E. A, LANGENFELD ASSOCIATES, LTD., an Illinois corporation and BG OFFICE, LLC., an Illinois limited liability company ("SubJessee"), A. Sublessor is Tenant under that certain Real Estate Lease, dated September 1, 2017 (to be amended as hereinafter referenced, the "Master Lease"), with Crew of Five Holdings, LLC, an Illinoi's limited liability company ("Mastet Laii,dlord"), whereby Master Landlord leased to Sublessor, as Tenant, the building located at 1250 Feehanville Drive, Mount Prospect, Illinois 60056 (the ",Buildiqg�% which Building consists of approximately 26,673 square feet of office space (including the use of all improvements, buildings and facilities located thereto) as further described in the Master Lease (the "Master P1 "Ises, B. Sublessor desires to sublet to Sublessee a portion of the Master Premises (such A portion being herein referred to as the "'S"u,blet Premises"') cons isting of the entire second floor of the Building, commonly referred to as Suite 200 and containing approximately 11,800 square feet of office space, together with the right to utilize limited warehouse and •parking spaces all as shown on the Site Plan attached hereto as Exhibit A. C . Sublessee acknowledges that the Master Lease 'is attached hereto as Exhibit B, that it is familiar with the terms and conditions thereof, and that it agrees to be bound thereby in accordance with the terms and conditions contained in this Sublease. D. Unless otherwise defined in this Sublease, all capitalized terms used herein have the meanings set out for them in the Master Lease. F,A,T,M R DI 3 k1 I DI � 0 1 NOW, THEREFORE, for and 'in consideration of the mutual promises set foi-th herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sublessee and Sublessor• hereby agree as follows: I . Sublet Premises. Sublessor hereby subleases the Sublet Premises to Sublessee, and Sublessee hereby subleases and accepts the Sublet Premises from Sublessor. The Sublet Premises shall include the appurtenant right to the use, in common with Sublessor the lobbies, entrances, fitness room, corridors, drives, sidewalks, parking areas, outdoor patio and other public, portions of the Building, together with the warehouse space for storage, dedicated bays in the dock areas of the Building all as shown on Exhibit A. Sublessor shall include mutually agreed upon signage for Sublessee at the main reception desk to the Building and employees and invitees of Lessee shall have access and right of ingress and egress to the Sublet Premises from such main reception area, The term of this Sublease (the "Sublease "Form" or the "Term") shall be the period commencing on November 1, 2017 (the "Sub" lease Commencei'li,ent NW') and ending PF -S:003450.0067.1701562.5 at midnight on October 31, 2021 (the 11 0 rafion Date"), unless sooner terminated as SUblease Expl, 1 herein provided, 4W lei W W 9 V 9 V 60 4. C2mVfiance----_,. Except as expressly excluded herein, all references in the Master Lease to the obligations of the Tenant thereunder shall be deemed to be the obligations of the Sublessee herein with respect to the Sublet Premises, and all such Sublessee's obligations shall be deemed owed to the Sublessor herein. In ' the event the Master Lease i's cancelled or terminated for any reason whatsoever during the term of this Sublease, then this Sublease shall automatically terminate as of the date of the cancellation or termination of the Master Lease. Sublessee agrees that 'it will do nothing in, on, or about the Project or fail to do anything required which, in either event, would result in the breach by Sublessor of its undertakings and obligations under the Master Lease, 4.1 Sublessee shall only be responsible for insuring all of Sublessee's personal property, fixtures, equipment and tenant improvements for the benefit of Sublessee and for the maintenance of a commercial liability policy of insurance in such amounts as required by Master Landlord under the Master Lease and as set forth below. 4.2 Sublessee shall provide any estoppel certificate requested from it within ten (10) business days after written notice from the requesting party, but Sublessee, shall use good faith, reasonable efforts to provide such estoppel certificate within seven (7) business days N PFS:003450.0067.1701562.5 25 after written notice from the requesting party. The estoppel certificate shall (i) confirm the term of the Sublease and the then current rent, (ii) confirm that, except as set out in detail in the estoppel certificate, neither the Sublessor nor the Sublessee is in default of any obligations under the Lease and (iii) confirm that, except as set out in detail in the estoppel certificate, there are no third patty actions pending or threatened that relate to or that would affect the Sublet Premises. 5. Rt. 5.1 During the Term, Sublessee shall pay to Sublessor a monthly gross rent ("Rent,") as follows: Period. . . . . . ........... . .......... . ..... . .......... .... . . . . . . . ................................ . ---MO,nth,ly_:Rent November 1, 2017 — October 31,,. 201 November 1, 2018 — October 31,2019 November 1, 2019 — October 3 1 ., 2020 November 1, 2020 — October 31, 2021 MEMO $5,596,51 5.2 Sublessee shall pay Rent to Sublessor in advance on the first day of each month during the Sublease Term at the offices of Sublessor identified in Paragraph 14 below or elsewhere as Sublessor shall direct, 5.3 Rent or any other amounts due hereunder shall be paid promptly when due, without notice or demand therefor and without deduction, abatement, counterclaim or - setoff. Rent for any partial month shall be prorated between Sublessor and Sublessee based upon the actual number of days in any such month,, 5.4 Prior to the Sublease Commencement Date, Sublessor shall pay all costs of all separately metered or otherwise calculable and determinable utilities serving the Sublet Premises. Commencing on the Sublease Commencement Date, all costs of Sublessee's electrical, gas, heat, light, power, fiber internet access on Sublessor's line that will be determined based upon users, and other utilities and services which are separately metered and determinable to the Sublet Premises shall be paid by Sublessee. Other than Rent and all separately metered utilities, Sublessee shall have no obligation to pay any other amount to Sublessor or Master Landlord, Except as otherwise set forth hereunder, Sublessee shall not be responsible for contributing to any other costs related to costs for common area maintenance, water, sewer, insurance or read estate taxes. 6. Use. Sublessee shall use and occupy the Sublet Premises only for general office and light warehousing. 7. Sublessee, 1.mrovem,ents. If Sublessee desires to perform improvements mprovements or alterations to the Sublet Premises, Sublessee shall obtain Sublessor's prior written consent and approval with respect thereto, such approval not be unreasonably conditioned, withheld or delayed and, if approved, such improvements or alterations shall be at Sublessee's cost. Sublessor acknowledges, consents and agrees that Articon, LLC, a permitted occupant of the Sublet Premises pursuant to Section 15 hereinbelow, may construct office 'improvements in the space in the Sublet Premises allocated to Articon, LLC by Sublesse, upon the prior written PFS:003450.0067.1701562,5 26 consent and approval of Sublessor with respect thereto, such approval not be unreasonably conditioned, withheld or delayed and, if approved, such improvements or alterations shall be at Articon, LLC's cost, S. Condition of Premises. Sublessor shall deliver and Sublessee hereby accepts the Sublet Premises on the Sublease Commencement Date in "as is/where is" condition. 9. Consents prand ova, Ap 'Is. In any instance when Sublessor's consent or approval is required under this Sublease, such consent shall not be unreasonably conditioned, withheld or delayed. 10. bide mniflication. Each patty hereto (the "Indeninijf, in ParN!,") shall indemnify and hold the other and its directors, shareholders, officers, employees,, attorneys, agents and affiliates (collectively, the "Indemnified Parties") harmless from and against any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, asserted against or sustained by the Indemnified Parties under this Sublease or the Master Lease by reason of any breach or violation by the Indemnifying Party of this Sublease or of the Incorporated Provisions of the Master Lease, including a terminati6n of the Master Lease caused by or resulting from any such breach or violation by the Indemnifying Party. 11. Notic. All notices, consents, approvals, demands and requests which are required or desired to be given by either party to the other hereunder shall be in writing and shall either (i) be personally delivered, or (ii) deposited with a reputable overnight courier delivery service for next business day delivery (iii) or delivered by electronic mail with delivery deemed of have occurred upon transmission. Notices, consents, approvals, demands and requests which are served upon Sublessor or Sublessee in the manner provided herein shall be deemed to have been given or served for all purposes hereunder on the day delivered or refused. All notices, consents, approvals, demands, and requests given to Sublessor or Sublessee shall be addressed as follows: If to Sublessee, to: BG Office, LLC 1250 Feehanville Drive, Suite 200 Mt. Prospect, Illinois 60056 Attention: Edward Doherty Email: cdoherty@bricton.com If to Sublessor, to: E.A. Langenfeld Associates, Ltd. 1250 Feehanville Drive Mt. Prospect, Illinois 60056 Attention: Ronald Burke Email-, Ron.Burke@langenfeld.com with a copy to: Chadwick 1. Buttell Patzik, Frank & Samotny Ltd. ISO South Wacker Drive, Suite 1500 Chicago, Illinois 60606 Email: cbuttell@pfs-law.com 4 PFS:003450.0067.1701562.5 M or to such other address as such party may indicate by a notice given to the other party in accordance with this Paragraph 11. 12. ,Miscellaneous. PFS:003450.0067.1701562.5 28 default hereunder, or Sublessor may terminate this Sublease by reason of any such default not cured within any applicable cure or grace period and retain said funds on account of its damages caused thereby, and such retention shall not be deemed liquidated damages or a penalty. If said sum or any part thereof is used, applied or retained in curing any such default, Lessee shall, upon demand, immediately deposit with Sublessor in cash an amount equal to the amount so used, applied or retained. Default by Sublessee in paying to Sublessor any amount required to restore the Security Deposit after any application thereof shall afford to Sublessor the same remedies as in the case of default in the payment of Rent. Any action taken by Sublessor under this Paragraph shall not be construed to be a waiver of any of its other rights under this Sublease and under the Incorporated Provisions or of its rights, in case of subsequent default, to enforce any remedy available to Sublessor at law or equity or under the provisions of this Sublease and the Incorporated Provisions of the Master Lease, and all remedies granted to Sublessor shall be cumulative. Within fifteen (15) days after the expiration of this Sublease, provided Sublessee shall not be in default hereunder and shall have complied with all of the terms of this Sublease, Sublessor shall return to Sublessee such portion of said Security Deposit then remaining with Sublessor and not applied by Sublessor to cure any default of Sublessee, without interest. 13. Assi lin, entand Stibletti, Sublessee has informed Sublessor that it will be granting certain rights to occupy portions of the Sublet Premises to Articon, LLC and Bricton Group, Inc. and Sublessor hereby acknowledges and consents to and affirms that the Master Landlord consents to such grants provided that as between Sublessor and Sublessee, Sublessee shall be responsible for all uses of the Sublet Premises by such patties and that any sublease or use and occupancy license by and between Sublessee and such parties shall be made available for review by the Sublessor. Except for the grant of rights of occupancy to Articon, LLC and Bricton Group, Inc., Sublessee shall not, by operation of law, merger, consolidation or otherwise, assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest therein, or sublet the Sublet Premises or any part or parts thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Sublet Premises by any person, except with the prior written consent of Sublessor (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, Sublessee may assign this Sublease or sublet all (but not less than all) of the Sublet Premises to any Affiliate (as defined in the following sentence) of Sublessee without the prior written consent of Sublessor, but Sublessee shall give to Sublessor not less than ten (10) days' prior written notice of any such assignment or subletting. As used in the previous sentence, "Affiliate" means any corporation, partnership or other business entity which owns, is owned by, or which is under common ownership with Sublessee. 14. Instirance. Sublessee shall provide and maintain throughout the Sublease Term a policy or policies of comprehensive public liability insurance in standard form naming Sublessor and Master Landlord (and its mortgagee, if any) as additional insureds against liability arising out of the use, occupancy or maintenance of the Sublet Premises and otherwise complying with the insurance requirements of the Master Lease. Certificates of such insurance shall be delivered to Sublessor by Sublessee before the Lease Commencement Date. Sublessee shall procure and pay for renewals or replacements of such insurance from time to time before the expiration thereof, and Sublessee shall endeavor to deliver to Sublessor such renewal or replacement policy or binder or other reasonably satisfactory evidence of such insurance at least twenty (20) days before the expiration of any existing policy. All such policies shall be issued by companies licensed to do business in the State of Illinois, where the Sublet Premises is located, and contain PTS :003450.0067.1701562.5 29 a provision whereby the same cannot be canceled or modified unless Sublessor and Master Landlord are given at least thirty (30) days' prior written notice by certified or registered mail of such cancellation or modification. 150 Kigfit too, Cure Sublessee's Defaults and Darnaiaes. If Sublessee shall at any time fail to make any payment or perform any other obligation of Sublessee hereunder within the applicable cure period (which, except for any shorter or longer period expressly set forth in this Ik Sublease, for all purposes shall be a period of ten (10) days after notice of such failure from Sublessor to Sublessee or if such failure is not capable of cure within such ten (10) day period then such period as necessary to cure such failure provided Lessee promptly commences, and thereafter diligently prosecutes, such cure), if any, then Sublessor shall have the right, but not the obligation, after ten (10) days' notice to Sublessee, or without notice to Sublessee in the case of any emergency, and without waiving or releasing Sublessee from any obligations of Sublessee hereunder, to make such payment or perform such other obligation of Sublessee in such manner and to such extent as Sublessor shall deem necessary, and in exercising any such right, to pay any actual, reasonable, incremental, out of pocket, incidental costs and expenses, employ attorneys, and incur and pay reasonable attorneys' fees. Sublessee shall pay to Sublessor upon demand all sums so paid by Sublessor and all actual, reasonable, incremental, out of pocket, incidental costs and expenses of Sublessor in connection therewith, together with interest thereon at the rate of 1% per calendar month or any part thereof or the then maximum rate of interest which may lawfully be collected from Sublessee, whichever shall be less, from the date of the making of such expenditures. & 11 16. Default- Remed les,. I es,, Upon the breach by Sublessee of any of the terms, covenants or conditions of this Sublease (after expiration of any applicable cure or grace period), Sublessor may exercise any and all rights and remedies against Sublessee in accordance with aplicable law; provided, the rights and remedies of Sublessor in the event of a holdover by Sublessee shall be limited to those provided for in Section 23 hereof. 17.' Surrender. Upon Sublessee's surrender of the Sublet Premises, Sublessee shall return to Sublessor the Sublet Premises in the same condition and repair as of the Sublease Commencement Date, ordinary wear and use excepted. Notwithstanding the foregoing, Sublessee shall not be obligated to remove any improvements approved by Sublessor on terms whereby Sublessee would not be required to remove such 'improvements upon the expiration of this Sublease. Further, Sublessee shall not be obligated to repair any damages to the Sublet Premise's caused by (a) Sublessor's or Master Landlord's negligence, (b) breach by Master Landlord of the Master Lease or breach by Sublessor of this Sublease, or (c) any casualty not caused by it. 18. ',Brol(eM&. Sublessor and Sublessee each represents to the other that no broker or other person had any part, or was instrumental in any way, in bringing about this Sublease. Each party shall indemnify the other against any claims or liabilities arising out of any brokerage commission or finder's fee asserted by any broker or finder based upon, or attributable to, the acts or statements of the indemnifying patty. 19. No Waiver. The failure of Sublessor or Sublessee to insist in any one or more cases upon the strict performance or observance of any obligation of the other hereunder or to h PTs :003450.0067.1701562.5 30 exercise any right or option contained herein shall not be construed as a waiver or relinquishment for the future of any such obligation of or any right or option. Sublessor's receipt and acceptance of Rent, or Sublessor's acceptance of performance of any other obligation by Sublessee, with knowledge of Sublessee's breach of any provision of this Sublease, shall not be deemed a waiver of such breach. No waiver by Sublessor or Sublessee of any term, covenant or condition of this Sublease shall be deemed to have been made unless expressed in writing and signed by Sublessor or Sublessee. 20. tom Iete...A&Keement. There are no representations, agreements, arrangements or understandings, oral or written, between the parties relating to the subject matter of this Sublease which are not fully expressed in this Sublease. This Sublease cannot be changed or terminated orally or in any other manner other than by a written agreement executed by both parties. 21. ,Successors and Asilgns, The provisions of this Sublease, except as herein otherwise specifically provided, shall extend to, bind and inure to the benefit of the parties hereto and their respective personal representatives, heirs, successors and permitted assigns. 22. Int I "'on. Irrespective of the place of execution or performance, this Sublease .L,erpretatl, shall be governed by and construed in accordance with the laws of the State of Illinois. If any provision of this Sublease or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Sublease and the application of that provision to other persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law. This Sublease shall be construed without regard to any presumption or other rule requiring construction against the party causing this Sublease to be drafted, 23. Holding Qvgi A. I :. Provided that no party other than Sublessor shall have the right to occupancy of the Subleased Premises on the day immediately following the Sublease Termination Date, any such holdover will be a month-to-month tenancy, and Sublessee shall pay to Sublessor the same Rent paid under this Sublease as of the last day of the Term of the Sublease for the first thirty (30) days. Thereafter, Rent shall be at 150% of the most recent Rent rate. Sublessee shall otherwise remain responsible for any expenses which are otherwise payable by it hereunder. At the end of the Term, Sublessee shall only be required to remove its freestanding furniture and personal property. Sublessee shall not be required to remove any improvements including, but not limited to, any cables, wires or conduits. 24. Counter 4iarts. This Sublease may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument; provided, however, this Sublease shall not be deemed fully executed and binding until each party has deliver to the other an originally executed counterpart. 25. Sublessor Re �)r esentat * ons, Sublessor represents: (a) that it is the lawful lessee of IW' the Premises; (b) that it has full authority to enter into and perform its obligations under this Sublease; (c) that the Master Landlord has consented to this Sublease and that the entry into this Sublease and the performance by Sublessor of its obligations hereunder will not violate or conflict with any other contractual or other obligation of the Sublessor.; (d) that the Master Lease is in full force and effect, (e) that Sublessee has been provided with a true and complete copy of 91 PFS:003450,0067.1701562.5 31 the Master Lease and all riders and amendments thereto, if any, and (f) that it has no knowledge of any default notices given or received under the Master Lease that have not been remedied in accordance with the provisions thereof. 26. Attorine . ees. In the event either party shall employ attorney(s) to enforce any of the conditions of this Agreement, or to enforce any covenants hereunder, or any rights, remedies, i privileges or options under this Agreement, or at law or n equity, the successful party shall be entitled to reimbursement from the unsuccessful party of all costs and expenses incurred or paid by the successful party, 'including, by way of example but not limitation, all attorneys' fees and costs, all experts fees and costs and all court costs incurred or paid at any time or times in connection therewith, whether the matter is settled privately, or by arbitration or mediation, or by legal action at the trial court level and at any and all appellate court levels. If such prevailing party recovers a judgment in any such action, proceeding or appeal, such costs, expenses and attorney's fees will be determined by the court handling the proceeding and will be included in and as a part of such judgment. 27. Qatialt.y mond If the Sublet Premises or any part of the Sublet Premises is damaged by fire or other casualty, Sublessee will give prompt notice of such damage to Sublessor. Sublessor agrees to repair, or cause to be repaired, the damage within a reasonable period of time, but in any event within ninety (90) days after said fire or casualty., subject to the conditions hereafter set forth. If the Sublet Premises, or any part of the Sublet Premises, is rendered untenantable by reason of the damage, and the damage is not due to the negligence of Sublessee, its agents, contractors, employees, guests, invitees, or licensees, the Rent due under this Sublease, or a proportionate amount of the Rent according to the area of the Sublet Premises rendered untenantable, will be abated for the period of repair of the damage. If the Sublet Premises are totally or substantially damaged or made wholly or substantially untenantable, or if the Building is sufficiently damaged by fire or other casualty that substantial reconstruction of the Building is necessary, and such reconstruction is estimated to take in excess of ninety (90) days following the date of such casually, in Master Landlord's reasonable opinion, then either party may, at its option, terminate this Sublease upon ten (10) business days' notice to the other. If such notice of termination is given, this Sublease and the Term granted under this Sublease shall expire as of the date of the casualty. If this Sublease is terminated under this paragraph, Rent shall be apportioned as of the date of the casualty. Notwithstanding the foregoing, if (a) the damage by fire or other casualty renders in excess of fifty percent (50%) of the Sublet Premises untenantable or substantially unusable for the uses permitted by this Sublease, and (b) Sublessor does not repair the damage within ninety (90) days following the date of the casualty, Sublessee may terminate this Sublease by written notice to Sublessor. If this Sublease terminates pursuant to this paragraph, the Rent previously abated shall be apportioned as of the date of the casualty. 1, (REMAINDER OF PAGE INMNTIONALL Y LEFT BLANK; SiGNA TuRE PA GEf FmLoTms) PFS -,003450.0067,1701562.5 32 M WITNESS WHER[4:0f,", Sublessor and Sublessee have executed this Sublease as of the day and year first above written. E. A. LANGENFELD ASSOCIATES, LTD., ail Iffinois comoration IN M) 611 CM1 0 , Signature Page to Sublease - 1230 Fechuiville Drive IIFS:003450.0067, 1 ?0 1562. 1 33 CONSE NT OF MASTER LANDLORD IN WITNESS WHEREOF, Master Landlord hereby acknowl6dges that it has read this . 1P Sublease, understands and aecqPts its terms and conditions, and conseints to this 8ublease and to all of the provisions herein without waiver of the restriction concerning further subletting as set forth under Section 13 of this Sublease. Master Landlord Consent to Sublease - 1250 Feebanvi Ile Drive PFS:003450-0067,1701562,5 34 EXfHBIT A SITE PLAN PI'S :003450.0067.1701562.5 35 3 f f, I 1 ! n � r M® XX M j * 1 X 1M - Q , Mimi I 1 1 93 1 U 4 b 6-b 164 /IJ9 37 PFS:003450.0067,1701562.5 38 REAL ESTATE LEASE 11 This Lease Agreement C4,111Jease",) is dated September 1, 2017 by and between Crew of Five Holdings, LLC, an Illinois limited liability company ("Landlord"), and E. A. Langenfeld Associates, Ltd., ail Illinois corporation ("Tenant" ). In consideration of the mutual promises and representations set forth in this Lease, the parties agree as follows: PREMISES. The real property legally described on Ex 1 it -A (the "Land"), and all improvements, buildings arid facilities located thereon, and commonly known as 1250 Feehanville Drive, Mount Prospect, Illinois 60056 (collectively, the "Premises Landlord leases to Tenant and Tenant leases from Landlord the Premises for and subject to the terms and provisions set forth in this Lease. COMMENCEMENT DATE,. Upon the purchase of the Premises by Landlord, anticipated to occur on or about September 1, 2017. TERM. The lease term will be eleven (11) years, plus any partial month at the beginning of the term, and ending on the last day of the one hundred thirty-second (132nd) full calendar month following the Commencement Date, MONTHLY BASE RENT. Tenant shall pay to Landlord installments of Monthly Base Rent payable in advance on the first day of each month. If this Lease commences on a date other than the first day of a calendar month, the Monthly Base Rent for that month shall be prorated on a per them basis and be paid to Landlord on or before the Commencement Date. Lease payments shall be made to the Landlord at 1471 E. Business Center Drive, Suite 800, Mt. Prospect, Illinois 60056, at which the address may be changed from time to time by the Landlord. Period Moth!yLpase Rent Commencement Date - 8/31/2018 $23,000.00 9-1/18 — 8/31/19 $23s690.00 9-1/19 — 8/31/20 $241,400.70 9-1/20 — 8/31/21, $252132.72 9-1/21 — 8/3 $25,886.70 9-1/22 — 8/31/23 $26,663.30 9-1/23 — 8/31/24 $271,46120 91/24 — 8/31/25 $28 287.10 91/25 — 8/31/26 $29,135.71 91/26 — 8/31/27 $3009.78 9-1/27 — 8/31/28 $30 910.08 POSSESSION. Tenant shall be entitled to possession on the first day of the term of this Lease, and shall yield possession to Landlord on the last day of the term of this Lease, unless otherwise agreed by both parties in writing. At the expiration of the term, Tenant shall remove its goods and effects and peaceably yield up the Premises to Landlord in good condition, ordinary wear and tear and damage by casualty or condemnation excepted. PFS:003450.0067,1679410.3 39 USE OF PREMISES. Tenant may use the Premises for any lawful purpose. INSURANCE. Tenant, in addition the Monthly Base Rent set forth herein, agrees to pay to Landlord, as additional rent for the Premises, the amount of all costs or expenses paid or incurred by or on behalf of Landlord each calendar, year for owning, managing, operating, maintaining, repairing and restoring the Premises and any or all of Landlord's personal property used in connection with the Premises including* (i) insurance (including but not limited to, fire, "extended coverage," all risk, liability, worker's compensation, and any other insurance carried by Landlord and applicable to the Premises); (ii) deductibles paid by Landlord under any of the insurance policies described above; and (iii) uninsured losses. Tenant is responsible for maintaining casualty insurance on its own. property. MAINTENANCE, REPAIR, AND :REPLACEMENT. Tenant shall, at Tenant's sole cost and expense, pay all charges, costs and expenses for operating, maintaining, and repairing the .property during the term of this Lease, including the costs of all capital improvements to the Property. Landlord shall not be obligated to provide for or pay any of the aforementioned costs and expenses for operating, maintaining, repairing or restoring the .Property under this Lease. UTILITIES. Tenant shall be liable for all utility charges of the Premises. TAXES. Taxes attributable to the Premises or the use of the Premises shall be allocated as follows: REAL ESTATE TAXES. Tenant, in addition the Monthly Base Rent set forth herein, agrees to pay to Landlord, as additional rent for the Premises, the amount of all taxes and assessments, general and special, and all other impositions, ordinary and extraordinary, of every bind and nature whatsoever, which may be or have been levied, assessed or imposed upon the Premises or any part thereof, accruing or becoming due and payable during the term of this Lease (collectively, the"Real Estate, Taxes"). Tenant shall pay Landlord monthly, concurrently with the payment of Monthly Ease .Rent, an amount equal to 1/12 1h of the estimated annual Real Estate Taxes, as estimated and determined by Landlord in Landlord's sole determination. REAL ESTATE TAX RECONCILIATION. Landlord shall deliver to Tenant as soon as practical after the close of each calendar year (including the calendar year in which this Lease terminates) a statement showing the amount of the Real Estate Taxes for such calendar year and the amount of Real Estate Taxes actually paid by Tenant for such calendar year. If the amount of Real Estate Taxes paid by Tenant during any calendar year are less than the actual amount of Real Estate Taxes owed for such calendar year, then Tenant shall pay any deficiency to Landlord as shown by Landlord's statement within fifteen (15) days after Tenant's receipt of Landlord's statement. If the amount of Real Estate Taxes paid by Tenant during any calendar year exceed the actual amount of Real Estate Taxes owed for such calendar year, such excess shall be credited against payments of rent next due under this ;Lease. If no such payments are next due, such excess shall be refunded by Landlord within fifteen (15) days after the due date of such second installment tax bill for such calendar year. PFS :003450.0067.1679410.3 M PERSONAL TAXES. Tenant shall pay all personal taxes and any other charges which may be levied against the Premises and which are attributable to Tenant's use of the Premises, along with all sales and/or use taxes if any) that may be due in connection with lease payments, ABSOLUTE NET LEASE. It is the intention of Landlord and Tenant that this Lease be absolutely net to Landlord except as otherwise expressly provided herein. All costs and expenses relating to the Premises which may arise or become due during the Term shall be paid by Tenant except as otherwise specifically provided herein. TERNUNATION UPON SALE OF PREMISES. Notwithstanding any other provision of this Lease, so long as Crew of Five Holdings, LLC owns the Premises and is the Landlord under this Lease, Crew of Five Holdings LLC may terminate this Lease upon thirty (30) days written notice to Tenant, in the event that Crew of Five Holdings LLC has sold the Premises ("Ear"I Lremi t Right"). The Early Termination Right granted herein shall run only in favor of Crew of Five Holdings LLC, shall not be assignable, and, may not be exercised by any successors in interest or assigns of Crew of Five Holdings LLC. DEFAULTS. Tenant shall be in default of this Lease if Tenant fails to fulfill any lease obligation or term by which Tenant is bound. Subject to any governing provisions of law to the contrary, if Tenant fails to cure any obligation within ten (10) days after written notice of such default is provided by Landlord to Tenant, Landlord may take possession of the Premises without further rovi notice (to the extent permitted by law), and without prejudicing Landlord's rights to damages. In the alternative, Landlord may elect to cure any default and the cost of such action shall be added to Tenant's financial obligations under this Lease. All sums of money or charges required to be paid by Tenant under this Lease shall be additional rent, whether or not such sums or charges are al designated as "additional rent." The rights provided by this paragraph are cumulative in nature and are in addition to any other rights afforded by law. Landlord shall be in default of this Lease if Landlord fails to fulfill any lease obligation or term by which Landlord is bound. If Landlord breaches this Lease, Tenant may seek any relief provided by law. CUMULATIVE R.IGHTS. The rights of the patties under this Lease are cumulative, and shall not be construed as exclusive unless otherwise required by law. REMODELING OR STRUCTURAL fWROVEMENTS. At Tenant's sole expense, and without the prior written consent of Landlord, Tenant may conduct any construction or remodeling or construct any fixtures on or about the Premises that may be required for Tenant's use of the Premises. At the end of the lease term, Tenant shall be entitled to remove (or at the request of Landlord shall remove) such fixtures, and, upon such removal, shall restore the Premises to its condition immediately prior to Tenant's construction of any such fixtures. ACCESS BY LANDLORD TO PREMISES. Subject to Tenant's consent (which shall not be unreasonably withheld), Landlord shall have the right to enter the Premises to make inspections, provide necessary services, or show the unit to prospective buyers, mortgagees, tenants or workers. In the case of an emergency, however, Landlord may enter the premises without Tenant's consent. During the last three months of this Lease, or any extension of this Lease, Landlord shall be allowed to display the usual "To Let" signs and show the Premises to prospective tenants. %--0 PFS :©03450.0067.1+679410.3 a DAMAGE, TO PREMISES. In the event the Premises are damaged by fire, explosion or other casualty, Landlord shall commence the repair, restoration or building thereof as speedily as practicable, subject to insurance proceeds being made available for such restoration. In such event, Tenant shall continue to pay rent as contemplated hereunder. If such fire, explosion or other casualty damages the improvements on the Premises to the extent of fifty percent (50%) or more thereof, Landlord may, in lieu of repairing, restoring or rebuild 'Ing the same, terminate this Lease. In such event, the obligation of Tenant to pay rent shall end as of the date of termination. INDEMNITY REGARDING USE OF PRE, MISES. To the extent permitted by law, Tenant agrees to indemnify, defend, and hold harmless Landlord from and against any and all losses, claims, liabilities, and expenses, including reasonable attorney fees, if any, which Landlord may suffer or incur in connection with Tenant's possession, use or misuse of the Premises, except Landlord's act or negligence, DANGEROUS MATERIALS. Tenant shall not keep or have on the Premises any article or thing of a dangerous, flammable, or explosive character that might substantially increase the danger of -fire on the Premises, or that might be considered hazardous by a responsible insurance company, unless the prior written consent of Landlordis obtained and proof of adequate 'insurance protection is -provided by Tenant to Landlord. COMPLIANCE WITH REGULATIONS. Tenant shall promptly comply with all laws, ordinances, requirements and regulations of the federal, state, county, municipal and other authorities, and the fire insurance underwriters. However, Tenant shall not by this provision be 6 required to make alterations to the exterior of the building or alterations of a structural nature, except to the extent required by Tenant's specific use of the Premises. MECHANICS LIENS. Neither the Tenant nor anyone claiming through the Tenant shall have the right to file mechanics liens or any other kind of lien on the Premises and the filing of this Lease constitutes notice that such liens are invalid. Further, Tenant agrees to (1) give actual advance notice to any contractors, subcontractors or suppliers of goods, labor, or services that such liens will not be valid, and (2) take whatever additional steps that are necessary in order to keep the Premises free of all liens resulting from construction done by or for the Tenant. AC-2!-VVOWLEDGMENT OF ASSIGNMENT. Tenant hereby acknowledges that the Lease has been assigned aursuant to that certain Assignment of Rents and Leases dated as of the day of September, 2017, by Landlord to and for the benefit of Wheaton BMan-k & Trust Company, an Illinois state chartered bank (the Tenant hereby agrees not to look to Wheaton Bank & Trust Company, its successors or assigns, as mortgagee, mortgagee in possession or successor in title to the Premises for accountability for any security deposit required by Landlord under this Lease unless such sums have actually been received in cash by Wheaton Bank & Trust Company, its successors or assigns as security for Tenant's performance under this Lease. ASSIGNABILITY/SUBLETTING. Tenant may assign or sublease any interest in the Premises without Landlord's consent; provided, however, such assignment or sublease shall in no way 0 PFS:003450,0067.1679410.3 �fi relieve Tenant from 'Its obligations hereunder. Tenant may not mortgage or pledge this Lease, withI ut the prior written consent of Landlord. SUBORDINATION. Tenant hereby accepts this Lease subject and subordinate to any mortgage, deed of trust or other lien presently existing or hereafter created upon the Premises, and to any renewals and extensions thereof, but Tenant agrees that any mortgagee shall have the right at any time to subordinate such mortgage, deed of trust or other lien to this Lease, and Tenant shall attorn to any mortgagee or purchaser at foreclosure, sale or any other transferee of the Premises upon request therefor. Tenant shall execute such further instruments subordinating this Lease as Landlord may request, and as Landlord's lender may reasonably require, NOTICE. Notices under this Lease shall not be deemed valid unless given or served in writing and forwarded by mail, postage prepaid, or sent by overnight courier addressed as follows: LAJ1,-DL0RD,: Crew of Five Holdings, LLC 1471 E. Business Center Drive Suite 800 Mount Prospect, Illinois 60056 Attn: Stevibn B. Henley TENANT: Langenfeld Associates, Ltd. 1471 E. Business Center Drive Suite 800 Mount Prospect, Illinois 60056 Attn: Steven B. Henley Such addresses may be changed from time to time by either party by providing notice as set forth above. Notices mailed in accordance with the above provisions shall be deemed received on the third day after posting. Go +' TINGRLAW. This Lease shall be construed in accordance with the laws of the State of Illinois. Mill t ENTIRE AGREEMENUAME NDMENT. This Lease contains the entire agreement of the parties and there are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Lease. This Lease may be modified or amended 0 0 0 in writing, if the writing is signed by the party obligated under the amendment. SEVERABILITY. If any portion of this Lease shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Lease is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited, R PFS :003450.0067.1679410.3 43 WAIVER. The failure of either party to enforce any provisions of this Lease shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Lease, - BINDING EFFECT, The provisions of this Lease shall be binding upon and inure to the benefit of both parties and their respective legal representatives, successors and assigns. COUNTERPARTS. This Lease may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. (REMAINDER OF PAGE 1NT1VVT10X.4'LLj-rLEf FT BLANK; SiGNATupx, PAGE FoLLows) R PFS:003450.0067.1679410.3 Md I LN WITNESS WHEREOF, the parties have duly executed this Lease as 4f the day and year first written above. LANDLORD: TENANT: CREW OF FIVE HOLDINGS, LLMC, an E. A. L ANGE FELD AS S O CIA.TES, Illinois firnited 1 � company LTR, an I e " e -at iel Y By: B y/i • Steven B,14en 'ey its Manager Steven. B, Hee its President (Signature Page to Real Estate Lease >T ON OF Tli',EZRE� LI�1,0' AL DESICRKIPTI i LOT 303 IN I ENSINGSTON CENTER. RESUBDIVISION ,VIII AS RECORDED IN THE OFFICE OF THE COOT . COUNTY RECORDER. OF DEEDS ON .TUNE 22 1982 AS DOCUMENT 262+68098, BEING .A RESUBDIVION OF LOTS 3035 305 AND 307 IN KENSINGTON CENTER -PHASE THREE -A, SAID KENSINGTON CENTER -PHASE THREE -A BEING A SUBDIVISION AND RESU13DIV'I ON IN PART OF THE NORTHWEST 1/4 AND THE NORTHEAST 1/4 OF SECTION 35, TOWNSHIP 42 NORTH RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED IN THE OFFICE OF THE COOK COUNTY RECORDER OF DEEDS O Y 4, 1981 AS DOCUMENT 25859082, ALL LOCATED IN COOK COUNTY, ILLINOIS. PROPERTY ADDRESS: 1250 FEEHANVILLE DRIVE, MOUNT PROSPECT, IL 60059 PROPERTY INDEX 1► 03-35-104-027-0000 PFS:003450.0067. t f 79410.3 A,r T 0 R m E,.,! Y's A "r L, A, W Mayor Arlene A. Juracek Village of Mount Prospect Village Hall 50 S. Emerson Street Mount Prospect, IL 60056 DATE CONCERN PAGE 01.25.21 Class 7c Renewal Application 1/2 Control No. 7CO051 Crew of Five Holdings, LLC 1250 Feehanville Drive, Mount Prospect, IL 60056 Wear Mayor Juracek. On behalf of Crew of Five Holdings, LLC (the "Applicant"), please find enclosed a completed Cook County Class 7c Renewal Application, which was submitted to the Cook County Assessor's Office on December 30, 2020. TOKO America, Inc. was a long-term owner of the property which began moving staff out of the building in 2016 with only a skeleton staff remaining by 2017. The property was listed for sale with Colliers, and the property was placed under contract in March 2017 by an ownership entity including principals of E.A. Langenfeld Associates, Ltd. ("EAL") for $1,425,000. The transaction closed on September 1, 2017 and the property was rehabilitated at a cost of $1,289,020. The property has been occupied by EAL, under a Master Lease, and BG Office, LLC d/b/a The Bricton Group, under a Sublease, since November 1, 2017. The Village President and Board of Trustees of the Village of Mount Prospect passed Resolution No. 41-17, approving a Class 7c real estate tax incentive, on December 5, 2017 and the incentive started with tax year 2018; therefore, tax year 2020 is the third year of the incentive, and we are requesting that the incentive be renewed effective with tax year 2021, for a term of five (5) years. The Applicant requests that the Village Board review the enclosed materials and consider a resolution, which supports and consents to the renewal of the Class 7c, incentive, at an upcoming Village Board meeting. 225 WEST RANDOLPH STREET 312.701,1234 SUITE 2950 312.701,1222 FAX CHICAGO, ILLINOIS 60606 VERROSBERKSHIRE.COIJ M Please do not hesitate to contact me at (312) 988-0207 if you have any questions or if you need any additional information. Thank you for your consideration. Sincerely, Gregory amantopoulos INI= cc: William J. Cooney, Jr., Director of Community Development Michael J. Cassidy, Village Manager Lance Malina, Village Attorney Me RESOLUTION NO. A RESOLUTION IN SUPPORT OF A CLASS 7C REAL ESTATE TAX INCENTIVE RENEWAL FOR THE BENEFIT OF CREW OF FIVE HOLDINGS LLC, LOCATED AT 1250 FEEHANVILLE, MOUNT PROSPECT, ILLINOIS, PURSUANT TO THE COOK COUNTY REAL ASSESSMENT PROPERTY CLASSIFICATION ORDINANCE WHEREAS, the Cook County Board of Commissioners has amended the Cook County Real Property Assessment Classification Ordinance (hereinafter referred to as the "Ordinance") to provide real estate tax incentives to property owners who build, rehabilitate, enhance and occupy property which is located within Cook County and which is used for commercial purposes; a n d WHEREAS, The Class 7C Incentive - Commercial Urban Relief Eligibility (CURE) of the Ordinance (the "Class 7C Tax Incentive") is intended to encourage commercial projects which would not be economically feasible without assistance, and is available to real estate used primarily for commercial purposes, including the buying and selling of goods and services; and WHEREAS, the Village of Mount Prospect (hereinafter referred to as the "Village"), consistent with the Ordinance, as amended, wishes to induce commercial businesses to locate and expand in the Village by offering financial incentives in the form of property tax relief; and WHEREAS, Crew of Five Holdings, LLC (hereinafter referred to as the "Owner") is the owner of 1250 Feehanville Drive, Mount Prospect, Cook County, Illinois (hereinafter referred to as "Subject Property"). The Subject Property is legally described in Exhibit A attached hereto and made a part hereof; and WHEREAS, the Subject Property was approved for a Class 7C Tax Incentive in 2017; and WHEREAS, the Owner has applied to the Office of the Cook County Assessor for a Class 7C Tax Incentive Renewal relative to the Subject Property; and WHEREAS, the Subject Property will continue to be utilized by the Owner for commercial purposes, and the approximately 26,000 square foot office component of the Subject Property; and WHEREAS, the Village President and Board of Trustees of the Village of Mount Prospect, having duly considered the request of the Owner, express their support for and consent to the Class 7C Tax Incentive Renewal for the Subject Property, find and determine that the use of the Subject Property by Owner is necessary and beneficial to the local economy and finds such support and consent to be in the best interests of the Village and its residents and property owners. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COUNTY OF COOK, STATE OF ILLINOIS, AS FOLLOWS: SECTION 1: The President and Board of Trustees of the Village of Mount Prospect find that the Subject Property is appropriate for Class 7C Tax Incentive Renewal benefits pursuant to the Ordinance, as amended; and 7c crew of five renewal 49 SECTION 2: The President and Board of Trustees further finds that the Class 7C Tax Incentive Renewal for the Subject Property commonly known as 1250 Feehanville Drive, Mount Prospect, Cook County, Illinois is necessary to encourage this commercial project which would not be economically feasible without assistance, and is necessary and beneficial to the local economy; and SECTION 3: Pursuant to the Ordinance, as amended, the President and Board of Trustees approve, support and consent to the Class 7C Tax Incentive Renewal application of the Owner for the Subject Property commonly known as 1250 Feehanville Drive, Mount Prospect, Cook County, Illinois; and SECTION 4: The Class 7C Tax Incentive Renewal, pursuant to its terms, shall only be renewed to the Owner of the Subject Property for a one term of five (5) years; and SECTION 5: Owner shall provide the Village Manager of the Village of Mount Prospect, or his or her designee, verification of the costs that Owner has incurred to build, rehabilitate, enhance and occupy the Subject Property, in the form of certified payroll reports, contracts, plans, or other documentation deemed required by the Village Manager during the term(s) of the incentive; and SECTION 6: This Resolution shall be effective immediately upon its passage and approval, or as otherwise provided by law. AYES: NAYES: ABSENT: PASSED and APPROVED this 2nd day of March, 2021 Arlene A. Juracek Mayor ATTEST: Karen Agoranos Village Clerk 7c crew of five renewal 50 1724818077 Pace: 3 of 6 . * I E, IT A Legal Description Lot 303 hi. Kensington Cetitev Itesubdivision VIII as recordud in the office of the Cook County Recorder of Deeds on June A 1982 as Document 26268098, being Resubdivision of Lots 30.3, 305 and 307 in Keiisitigton'Ceilteii-Plistiso'l"liree-A, said Kensington Center-PlimThree- A being a Subdivision and .esubdivision iii part of the Nortllwcst 1/4 and the Northeast 1/4 of Sectioll 35, Towship 42 North, Range 11, East of the, Third Principal Meridian, according to the plat thereof recorded in the Office of the Cook Cowity Recorder of Deeds on May 4, 1981, as Document 25859082, all located hi Cook County, Illinois. P.Mi'so 03-35-104-027-0000 0 Address of Real Property: 1250 Fechanville Di 4, MOLUIt PVOSPCC(, 111 hio is 60056