HomeMy WebLinkAbout8.2 1st Reading of AN ORDINANCE GRANTING A CONDITIONAL USE TO OPERATE A MASSAGE THERAPY ESTABLISHMENT AT THE PROPERTY 1050 SOUTH ELMHURST ROAD (PZ-24-21)Mr�GauC �'d'+rt;�iect
Subject Ist Readinof D
CONDITIONAL USE TO OPERATE
THERAPY PROPERTY
1050 SOUTH ELMHURST ROAD ,
Meeting February 1, 2022 - REGULAR MEETING OF THE MOUNT
PROSPECT VILLAGE BOARD -
Fiscal Impact false
Dollar Amount
Budget Source
Category NEW BUSINESS
Type Action Item
Information
Sunny G Corp. ("Petitioner") proposes to operate a massage therapy
establishment at 1050 South Elmhurst Road ("subject property") with business
hours listed as seven days per week from 9 AM to 9 PM. According to the
Petitioner, the business will operate as a day spa with hair styling, massage,
bodywork, and skin care services provided by three employees. The Petitioner
intends to use the existing floorplan and has not proposed interior or exterior
remodeling at the subject property.
The subject property, located in Golf Plaza II, meets off-street parking
requirements for shopping centers between 30,000 and 150,000 square feet.
Additional parking will not be required for this conditional use. The Petitioner has
submitted a business license application and a massage therapy addendum
according to the requirements of Village Code Chapter 11, Article 39 for Massage
Establishments.
The previous tenants did not have to go through conditional use approval to
operate a massage therapy establishment because the former business was
already operating at the time the code was amended to require conditional use
permits for massage therapy establishments. Because this is a new massage
therapy establishment, conditional use approval is required. Village Staff has
1
reviewed the Petitioner's request and finds that it meets the standards for a
conditional use.
At the Planning & Zoning Commission meeting on January 27th, the Commission
recommended approval of the request by a vote of 4 - 0. No public comment has
been received in support or denial of the request. There were no objectors or
comments received from the public on this item.
The Petitioner has submitted a letter requesting to waive the 2nd reading.
Alternatives
1. To recommend approval of a conditional use permit to operate a massage
therapy establishment at 1050 South Elmhurst Road.
2. Action at the discretion of the Village Board.
Staff Recommendation
Approval of a conditional use permit to operate a massage therapy establishment
at 1050 South Elmhurst Road.
ATTACHMENTS:
PZ-24-21—Staff
Report.pdf
PZ-
24-
21_Ad
m i n i strative_Co me nt. pdf
PZ-24-21_Plans.pdf
PZ-24-21—Minutes-1050
S Elmhurst Rd.pdf
PZ -24
-21
-2nd Reading Waiver Request.pdf
Con Use PZ 24 21 1050 s elmhurst rd_AIL.pdf
2
VILLAGE OF MOUNT PROSPECT 50 S. Emerson Street, Mount Prospect, IL 60056
STAFF REPORT FROM THE DEPARTMENT OF Community Development
William J. Cooney, AICP
Director of Community Development
DATE: January 20, 2022
CASE NUMBER
PZ -24-21
PUBLIC HEARING DATE
January 27, 2022
Antonia Lalagos
Development Planner
APPLICANT/PROPERTY OWNER
Sunny G Corp / Golf Plaza II Shopping Center LLC
PROPERTY ADDRESS/LOCATION
1050 South Elmhurst Road
BRIEF SUMMARY OF REQUEST
The Petitioner is proposing to operate a massage therapy establishment at 1050 South Elmhurst Road, also
known as Golf Plaza II (subject property). Massage therapy businesses must obtain conditional use approval
to operate. The subject property is zoned B-3 Community Shopping. The proposed business meets the
standards for a conditional use and therefore Staff is supportive of the request.
2020 Aerial Image
2021 Village of Mount Prospect Zoning Map
'i . ........ .
p .�
EXISTING EXISTING LAND USE/SITE SURROUNDING ZONING & LAND USE SIZE OF
ZONING IMPROVEMENTS North: B-1 Business Office; R-1 Single -Family PROPERTY
B-3 Community Shopping Center Residence 15.982 Acres
Shopping East: City of Des Plaines
South: R-4 Multi -family Residence; R-1 Single
Family Residence
........ .... _......
West: R-1 Si.n_.g..e...Family Re.si.d.ence ..... .............
..._w__ ........ ..._aaari...........
.
APPROVE
STAFF RECOMMENDATION
APPROVE WITH CONDITIONS
H:\ADMN\BILL\VB agenda pdfs\PZ-24-21 1050 S Elmhurst Rd (CU -Massage Therapy).docx
DENY
1
3
BACKGROUND/PROPERTY HISTORY
The previous tenant at 1050 South Elmhurst Road was a massage therapy establishment. The former
business closed at the end of 2020 and the space has remained vacant to present day.
PROPOSAL
The Petitioner proposes to operate a massage therapy establishment at the subject property with business
hours listed as seven days per week from 9 AM to 9 PM. According to the Petitioner, the business will
operate as a day spa with hair styling, massage, bodywork, and skin care services provided by three
employees. The Petitioner intends to use the existing floorplan and has not proposed interior or exterior
remodeling at the subject property.
The subject property meets off-street parking requirements for shopping centers between 30,000 and
150,000 square feet. Additional parking will not be required for this conditional use. The Petitioner has
submitted a business license application and a massage therapy addendum according to the requirements
of Village Code Chapter 11, Article 39 for Massage Establishments.
COMPREHENSIVE PLAN DESIGNATION
The Village Comprehensive Plan designates the subject property as corridor commercial. The proposed
conditional use is consistent with the Comprehensive Plan as it adds personal care services to an existing
shopping center with a variety of retail and service uses.
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;
• 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 new massage therapy business will continue a use that was previously established by
a former tenant and will not endanger the public health, safety, morals, comfort or general welfare. The
Petitioner maintains that the business will be developed in a way that is not injurious to the use, enjoyment,
or value of other properties in the vicinity or impede the orderly development of those properties, nor will
the business impede the normal and orderly development and improvement of the surrounding property
for uses permitted in the district. The Petitioner states that the existing building is adequately served by
essential public facilities and municipal services, has access from a major intersection, and provides ample
parking. The Petitioner asserts that the business will fill a vacancy and will help achieve the Comprehensive
Plan goals to foster commercial developments and promote cultural diversity.
H:\ADMN\BILL\VB agenda pdfs\PZ-24-21 1050 S Elmhurst Rd (CU -Massage Therapy).docx 2
4
The previous occupants did not have to go through conditional use approval to operate a massage therapy
establishment because the former business was already operating at the time the code was amended to
require conditional use permits for massage therapy establishments. Because this is a new massage therapy
establishment, conditional use approval is required. Village Staff has reviewed the Petitioner's request and
finds that it meets the standards for a conditional use.
Staff finds that the conditional use complies with the standards as listed in the Zoning Ordinance and that
granting such a request would be in the best interest of the Village. Staff recommends that the Planning &
Zoning Commission make a motion to adopt Staff's findings as the findings of the Planning & Zoning
Commission and recommends approval of the following motion:
1. "A conditional use permit to operate a massage therapy establishment at 1050 South Elmhurst
Road."
The Village Board's decision is final for this case.
ATTACHMENTS: ADMINISTRATIVE CONTENT
(Zoning Request Application, Responses to
Standards, etc...) —.00
I concur:
Will11 i 11 am J. ooney, Al
Director of Community evelopment
PLANS
(Plat of Survey, Site Plan, etc.)
H:\ADMN\BILL\VB agenda pdfs\PZ-24-21 1050 5 Elmhurst Rd (CU -Massage Therapy).docx
OTHER
(SuppWmental Information,
Public Comments Received,
etc...)
5
Wage Of MOUnt Prospect
Community Development Department
artment
0 S. Ern rson Street:
Mount Prospect, ect, i3)inois 60056
Phone: (847) 18-5328
Zoning Request Application
Case Number: P&Z-��.� . Date ofSubmission: ��. Hearing Cate:
Project N'arnefAddress;
1, Subject Property
Address(es) 1056 50UTIJ
oning C:`District. (s): re _ w m mm. i roperty Area (Sq F`1 and/or Acreage),
Parcel Index Number(s) (PiN(s) _ Fc Cr
11. Zoning Request(s) (Check all that apply)
:: L candaticnal
Use. For rl a 5A .. S r) 1 1 r, V r _ _.._ ....
F Variation(s): c
Zoning Map Amendment Rezone From _. _ � _ To
Zoning Text Amendment: Section(s)
I IV. Applicant (all correspondence will he sent to the applicant) A
Name: . Corporation:
Address. 1 t, � :,' J Al 1,J CE
City, Mate, ZIP t'"rrde:
Phone Ig LL Emai9: � ° � ar�a� �com
___. ..._ ..__w" _...,._. ......_ .. ..,.,. _ _.,.._...... _w... __....... .... .._.._. ,_ W ...., .u._ . _..
Interest in Property:
__._.._ _r... _._.. _...._.
(e.g. inner, buyer, der>ra� oiler, lessee, architect, etc. �)
.1
ri
V. Property Gwraer
Narne: Ca,P'LJ... �l Corporation:
. . ....... . . . . . .. .....
Address:
W, RcA,
City, State, ZIP Code�
h radii' �-' �(-Cl
Phone: c'j q Ll
In consideration of the Information contained in this petition as Well as all supporting documentation, it is
requested that approval be given to this request. The applicant is the owner or authorized representative of the
owner of the property, The petitioner and the owner of the property grant ernployees of the Village of Mount
-Ctiow
the subject property.
I hereby affirm that all information provided herein and in all materials submitted in association with this
application are true an accurate to the he e.
Applicant: Date:
�16 �ture
126, 6
Tint or Type Nar-ne)
If applicant is not property owner
I hereby designate the applicant to act as my agent for the purpose of seeking the zoning request(s) described in this
application and the associated supporbrig rm,;iterial.
T
As4( Date:
Property Owner
(Signature) Goik?14-2c' TV -jktwl�vwjCevattv"
V-44v%K, cct��Axl
(Print or Type Narne)
E-1
Affidavit of Ownership 0
'Mr
COUN1Y OF COOK
STATE OF ILLANUS
CA c
under oath, state that I am
(print narne)
ttie sole owner of the property
an owner of the property
lKan authorized officer for the owner of the property
commonly described as P ci Z' ci P\, el C 'Vi
(property address and PIN)
E I rvi uv s �- �ZeA' IL, (e0(qS(9
0 o o o
and that such property is owned by
3 �t as of this date,
(print narne)
Signature
Subscribed and sworn to before
r
�j �j
Bite this 1L___ day of
A-1
N a, Public
OFFICIAL SEAL
BARBARA R JOHNSON STENGER
NOTARY PUBLIC, STATE OF ILLINOIS
COOK COUNTY
My COMMISSION EXPIRES 01/14/2024
D]
Quit Claim Deed
Statutory (ILLINOIS)
(Individual to Corporation)
THE GRANTOR, TK Partners VI
Limited Partnership, an Illinois
limited partnership, loo west
Dundee Road, Pa`la'tine, IL 60067,
0020178970
186910169 30 Go! Page i of 4
2002-02-13 14:41=17
Cook County Recorder 27.50
I(The Above Space for Recorders use only)
for and in consideration of Ten and No/100--- --($10.00) DOLLARS, and other
valuable consideration in hand paid, CONVEYS and QUIT CLAIMS to
Golf Plaza II Shopping Center, LLC,
a limited liability company organized and existing under and by virtue of the law, f
the State of Illinois, having its principal office at the following address
100 West Dundee Road, Palatine Illinois 60067
an undivided 46.56* interest in the following described Real Estate situated in the
County of Cook in the State of Illinois, to wit: (See page 2 for legal description.)
Permanent Index Number(s) (PIN):08-14-204-022, 08-14-204-02,3 and 0,8,-14-204-024
Golf Plaza II Shopping Center
Address(es) of Real Estate: 100,0-1080 South Elmhurst Road, Mount Prospect IL
DATED this --Ln-- day of &j0nkA0tn U 1999
-.1
ILLAqE O�F �MO ROSPECT
it I REAL SER TAX It
IR!, 22439s
TK Partners VVI Limi d Partnership,
L Partnership,
n,,a'41inois limi p rtnership
-'e
(SEAL)
AnthonyP
LM not
Mucci,
Anthony P. ucci, not indi-
vidually but Solely as Trustee
of the Anthony P. DiMucci
Revocable Trust Number Ten,
its General Partner
State
A
of
'v* of SOS. I, the undersigned, a Notary
SEAL" Public in and for said County, in the State aforesaid,
LYNN KF:NNEDY DO HEREBY CERTIFY that Anthony P. DiMucci,
Wary PL�MpW personally known to me to be the same person whose
name is subscribed to the foregoing instrument, appeared
My co-qmissiSEFAtes C,61200 before me this day in person
and acknowledged that he
signed, sealed and delivered the said instrument as his
free and voluntary act as Trustee, the General Partner as
aforesaid, for the uses and purposes therein set forth.
Given under my hand and official seal, this day of ZAA, 1999
Commission expires 6 ;.4
Notary Afiblic —
This instrument was prepared by: Jerry H. Biederman Neal Gerber & Eisenberg, Two N.
LaSalle, Suite 2100 Chicago,—Ill-in is 60602
Page 1
St A ERR 0. C 1p 'Ii„s T �'I"�2r���7/
Dj
';:�U-7-
Alp
10
Legal Description 20 78970
of Premises commonly known as Golf Plaza IT Shopping Center
1000-1080 South Elmhurst Road, Mt. Prospect. Illinois
SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF.
THIS TRANSACTION EXEMPT UNDER THE
PROVISIONS OF PARAGRAPH (e) OF SECTION
31-45 OF THE REAL ESTATE TRANSFER TAX LAW.
, , 44- 7vo/cfol
Agent Ili bate
SEND SUBSEQUENT TAX BILLS TO:
Neal Gerber & Eisenberg Golf Plaza II
Attention: Jerry H. Biederman Shopping Center LLC
Mail to: Two North LaSalle Street
Suite 2100 100 West Dundee Road
Chicago, Illinois 60602
Palatine, IL 60067
Or: Recorder's Office Box No. 26
C:\56951\7351N\SEITLEMS\GOI,PPLZA,001
11
201789'70
EXHIBIT A
Legal Description for Golf PIaza II Sho_P acing Coter
LOTS 1, 2 AND 3 IN DIMUCCI'S RESUBDIVISION OF LOTS 3 THROUGH 7, BOTH
INCLUSIVE, IN JUIINKE'S SUBDIVISION OF PART OF THE NORTHEAST 1/4 OF SECTION
14, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN,
ACCORDING TO THE PLAT THEREOF REGISTERED IN THE OFFICE OF THE REGISTRAR
OF TITLES OF COOK COUNTY, ILLINOIS ON FEBRUARY 27, 1979, AS DOCUMENT
NUMBER 3077963.
PINS: 08-14-204-022, 08-14-204-023 and 08-14-204-024
F:\USERS\STH(>MAS1SCOTPZIMUCCI\EXCHANGE\LEGALS\GOLFPL 2.WPD
12
STATEMENT BY GRANTOR AND GRANTEE Z0178!1-74
The Gr-.ntor or his agent affirms that, to the best of his knowledge, the name of the Grantee
shown on the deed or assignment of beneficial interest in a land trust is either a natural person, an
Illinois corporation or foreign corporation authorized to do business or acquire and hold title to real
estate in Illinois, a partnership authorized to do business or acquire and hold title to real estate in
Illinois, or other entity recognized as a person and authorized to do business or ac title t real
estate under the laws of the State of Illinois.
SUBSCRIBED AND SWORN TO before
me by the said
this -RL day of slaivay4 1999
Grantor or
"OPPICIAL SEAL"
87'EPHAIVIE
Notary Public H- -FHOMAS
M State
Y 'o"Mission Of Illinois
0*40+0 Expires 10128101
The Grantee or his agent affirms and verifies that the name of the Grantee shown on the deed
or assignment of beneficial interest in a land trust is either a natural person, an Illinois corporation
or foreign corporation authorized to do business or acquire and hold title to real estate in Illinois, a
partnership authorized to do business or acquire and hold title to real estate in Illinois, or other entity
recognized as a person and authorized to do business or acquire title to real estate under the laws of
the State of Illinois.
Dated:-3cLr)uamt, 7:�j 1999
113 GqvAe'e' or Agent
SUBSCRIBED AND SWORN TO before
me by the said L, t -
this -.) o day of .73ckEAL
n LA -0 rL 15 1999.
r---0—iFFF-1C-1AL 8
MARYC. DON H UE
NOTARY PUBLIC, STATE 0 ILLINOIS IS
MYCOMMISSION EXPIRES 3-16�2002
J
NOTE: Any person who knowingly submits a false statement concerning the identity of a grantee shall be
guilty of a Class C misdemeanor for the first offense and of a Class A misdemeanor for subsequent offenses.
13
2020 Second Installment Property Tax Bill - Cook County Electronic Bill
MISCELLANEOUS TAXES
Northwest Mosq Abatement Dist Wheeling
1,047.61
0,010
0.12%
1,376.58
Metro Water Reclamation Dist of Chicago
39,599.47
0.378
4.38%
4,399.94
53548,77
Mt Prospect Park District
58,037,32
0,554
6.42%
5,447.54
75,298,66
Miscellaneous Taxes Total
98,684.40
0.942
10.92%
130,224.01
SCHOOLTAXES
Harper College Comm College 512 Palatine
42,847.04
0A09
4,74%
55,475.98
Township [IS District 214 (Arlington Hts)
249,539.51
2,382
27.61%
8,904.64
324,321 .09
Community Consolid. SID 59 Arlington Fits
286,519.97
2.735
31.70%
8,799.88
378,695.81
School Taxes Total
578,906.52
5.526
64,05%
758,492.88
MUNICIPALITY1TOWNSHIP TAXES
Mount Prospect Spec Sery Area 5
0.00
0,000
0.00%
0.00
Mount Prospect Library Fund
62,122.98
0:593
6.87%
82,456.135
Village of Mount Prospect
102,455.77
0,978
11,34%
38,237.58
136,005.62
Road & Bridge Elk Grove
1,361.89
0.013
0.15%
1,927.21
General Assistance Elk Grove
1,152.37
0.011
0.13%
1,514.23
Town of Elk Grove
5,552.31
0.063
0.61%
7,571.16
Municipality/Township Taxes Total
172,645.32
1.648
19.10%
229,475.07
COOK COUNTY TAXES
Cook County Forest Preserve District
6,076.11
0,058
0,67%
209.52
8,121.79
Consolidated Elections
0.00
0.000
0.00%
4,129.73
County of Cook
28,494.83
0.272
3.16%
9,114.16
37,855.80
Cook County Public Safety
13,828,39
0.132
1,53%
18,446.11
Cook County Health Facilities
5,133.26
0.049
0.57%
6,194.59
Cook County Taxes Total
53,532,59
0.511
5.93%
74,748.02
(Do not pay these totals)
903,768.83
8.627
100.00%
1,192,939.98
2019 Assessed Value
2020 Assessed Value
2020 State Equalizer
4,720,766 2020 Total Tax Before Exemptions
903,768.83
Homeowner's Exemption .00
- Senior Citizen Exemption .00
3,250,000 Senior Freeze Exemption .00
X 12234
2020 Equalized Assessed Value (EAV)
10,476,050 2020 Total Tax After Exemptions
903,768.83
2020 Local Tax Rate X8.627% First Installment 656,116.99
2020 Total Tax Before Exemptions Second Installment + 247,651.84
903,768.83 Total 2020 Tax (Payable in 2021)
903,768.83
GOLF PLAZA 11
1024 S ELMHURST AVE 285 W DUNDEE RD
MOUNT PROSPECT IL 60056 4240 PALATINE IL 600742699
*** Please see 2020 Second Installment Payment Coupon next page ***
14
!, • • � ;r "` ! •' ill
Pursuant to Cook County Ordinance 07-0-68, if you are a mortgage lender, loan servicer, or agent of any entity within the
meaning of 35 IL.CS 200120-12, you may not pay using a downloadable tax bill unless you pay the $5 duplicate bill fee.
Internal use only
rr I rr rr r: r r rrrr.11:- rrrrlrrrrrrrrrrrrrrrrrrrlrlrrrrrrrrrrrrrrlrl
This is an Official Downloadable Tax Bill Payment Coupon. COOK COUNTY TREASURER
Please process this coupon along with payment presented. PO BOX 805436
CHICAGO IL 60680-4155
1: 1 r 1111 1 1 1111111111
SUMMARY OF LEASE TERMS
(No Percentage Rent)
THIS SUMMARY OF LEASE TERMS (this "Summary") is attached to and an integral part of the
Shopping Center Lease ("Lease") dated as of °31 October, 2021, by and between Golf Plaza 11 Shopping
Center, LLC., an Illinois limited liability company, as landlord ("Landlord"), and Sunny G Corp an Illinois
corporation and individually, collectively as tenant ("Tenant"). In the event of any conflict and/or ambiguity
between the terms of this Summary and the terms of the Lease, the terms of the Lease shall prevail. Capitalized
terms used but not defined in this Summary shall have the meanings ascribed thereto in the Lease.
SHOPPING CENTER: Golf Plaza 11 Shopping Center
SWC Golf Road & Elmhurst Road
Mount Prospect, Illinois 60056
LEASED PREMISES: Space No. 1050 S. in the Shopping Center, consisting of approximately 5,000
sq. ft. and commonly known as 1050 South Elmhurst Road Mount Prospect,
Illinois 60056.
TERM: Five (5) years, with Two (2) options to renew for Five (5) years each.
TARGET DATE: November 1", 2021, subject to the provisions of Section 1.5 of the Lease,
COMMENCEMENT
DATE: November V, 2021.
RENT
COMMENCEMENT
DATE: Payment of Cam, Taxes, and Insurance shall commence on December 1, 2021
Payment of full rent (Base Rent, Cam, Taxes and Insurance) shall commence
March 1, 2022.
EXPIRATION
DATE: 11:59 p.m. on the last day of the calendar month in which the fifth
anniversary of the Rent Commencement Date occurs, subject to extension as
provided in Section 1.4 of the Lease.
BASE RENT
(including Extensions):
rs
L
Total Square
........."..
Annual
�t
Monthly
In�eLe
'�Yea" �
Feet
B R
Base Rent
Per Sc. Ft
Initial
Term
1
5000
$70,000.00
$5,833.33
$14.00
2
5000
$71,750.00
$5,979.17
$14.35
3
5000
$73,543.75
$6,128.65
$14.71
4
5000
$75,382,34
$6291.86
$15.08
5
5000
$77,266,90
$6.438.91
$15.45
Option
Period 1
6
5000
$79,198.57
$6,599.88
$15.84
7
5000
$81,178.54
$6,764.88
$16.24
8
5000
$83,208.00
$6,934.00
$16.64
9
5000
$85,288.20
$7,107.35
$1206
10
5W0
$87,420.41
$7,285.03
$17.48
Option
Period2
11
5000
$89,605.92
$7,467,16
$17.92
12
5000
$91,846.07
$7,653.84
$18.37
13
5000
$94,142.22
$7,845.18
$18.83
14
5000
$96,495.77
$8,041.31
$19.30
SECURITY DEPOSIT: $10,000.00
PERMITTED USE: A retail store providing services of personal hair cutting & coloring,
manicures, pedicures, facials, massages, tanning and selling related products
and services normally found in a Massage Spa & Salon.
NOTICE ADDRESSES:
16
Tenant: Sunny G Corp.
AM: George, Lal Kirn
201 Peregrine Ln.
Hawthorn Woods, it, 60047
Email: gkim220@),gmai1.corn
Telephone: (847) 774-0357
Facsimile: (630) 477-0357
Landlord: Golf Plaza 11 Shopping Center, L.L.C.
285 West Dundee Road
Palatine, Illinois 60074
Email: Leasing@dirnuccixurn
Telephone: (847) 9914400
Facsimile: (947) 991-9729
affiamm
GOLF PLAZA It SHOPPING , CENTER, LLC,
art Illinois limited liability company
Joseph DiMurci Grantor Trust, a% Manager
By
Trus e
Dated: /0 -3
-2-
SUNNY G CORP.
all Illinois oorporatioll
By:
.. ...... .
George Lin Kim
Officer
Dated:,.,j.,0-ZA-2..L„„!;ul
17
SHOPPING CENTER LEASE
(No Percentage Rent)
THIS SHOPPING CENTER LEASE (this "Lease") is made and entered into as of the , day of
October 2021 , by and between Golf Plaza 11 Shopping Center, LLC., an Illinois limited liability company, as
landlord ("Landlord"), and Sunny G Corp all Illinois corporation and individually, collectively as tenant
("Tenant").
RECITALS:
WHEREAS, Landlord owns certain real property in the city of Mount Prospect, Cook County, Illinois,
legally described on Exhibit A (the "Land"), together with all buildings and other improvements now or hereafter
existing thereon (collectively, the "Improvements"); and
WHEREAS, Landlord desires to lease to Tenant and Tenant desires to lease from Landlord that portion of
the Land and/or Improvements shown on the site plan attached hereto as Exhibit -B, (the "Site Plan"), subject to and
in accordance with the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the foregoing Recitals (which are incorporated herein by this
reference), the mutual covenants and conditions set forth below and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
ARTICLE I
DEFINITIONS; LEASED PREMISES; TERM
1.1 Definitions. Certain capitalized terms used but not defined herein shall have the meanings
ascribed thereto on Exhibit C.
1.2 Demise, Landlord hereby leases to Tenant, and Tenant hereby accepts from Landlord, for the
Term, that portion of the Shopping Center highlighted on the Site Plan, together with all appurtenances specifically
granted in this Lease, subject, however, to the Permitted Exceptions (the "Leased Premises"). provided, however,
that Landlord expressly reserves the right to install, use, maintain, repair and replace pipes, duct work, conduits,
utility lines and wires through hung ceiling space, column space and partitions in or beneath the floor slab or
subflooring and all other parts of the Shopping Center.
1.3 Term. The term of this Lease (the "Term") shall commence on the Commencement Date, and
shall expire on the Expiration Date, unless extended or terminated earlier in accordance with the terms and
conditions of this Lease.
1.4 Extension 0lAion,. Tenant shall be entitled to extend the Term of this Lease (the "Extension
Option") for the number of additional consecutive periods set forth in the Summary (each of which is referred to
herein as an "Extension Term"), subject to and in accordance with the following terms and conditions:
(a) Tenant shall exercise an Extension Option, if at all, by delivering written notice thereof
(an "Extension Notice") to Landlord not less than six (6) months and not more than nine (9) months prior
to the then -current Expiration Date.
(b) Any Extension Notice shall be void and automatically deemed withdrawn by Tenant if, as
of either the date thereof or as of the date of the commencement of the Extension Tenn, an Event of Default
exists under this Lease.
(c) All of the terms and conditions of this Lease shall remain in full force and effect during
the Extension Term, except that (i) the phrase "Term" shall mean the Tenn as extended by the Extension
Term, (ii) the phrase "Expiration Date" shall mean the Expiration Date as extended by the Extension
Term, and (iii) "Base Rent" shall mean the amount set forth in the Summary with respect to such
Extension Term.
1.5 Landlord' AWArk. Landlord shall cause the Landlord's Work to be completed in a good and
workmanlike manner on or before the Commencement Date. Landlord shall use reasonable efforts to cause all of
Landlord's Work to be substantially completed and the Leased Premises to be delivered to Tenant in a broom -clean
condition on or before the Target Date, but Landlord shall in no way be liable to Tenant for any delay in delivery of
the Leased Premises to Tenant beyond the Target Date and pursue its remedies tinder this Lease or applicable law;
or (b) accept possession of the Leased Premises and complete all work necessary to bring the Leased Premises into
the required condition. If Tenant elects to proceed under the foregoing subsection (b), then Landlord shall reimburse
Tenant for the actual cost of such work, plus an administrative surcharge of fifteen percent (15%) to compensate
Tenant for its employees' time, within thirty (30) days of receipt of an invoice for such sums. Tenant's and its
contractor's determination of the cost of such work shall be final and binding on Landlord and Landlord
acknowledges that Landlord can control the cost by performing the work under this Article in a timely manner. If
Landlord does not reimburse Tenant as required by this Section, then Tenant may offset such sum against Base Rent
and all other charges until such sum has been fully recouped
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1.6 Tenant's Work. Except for any improvements included within Landlord's Work, Tenant shall be
solely responsible for all design and construction of the Leased Premises required to enable Tenant to conduct its
business at the Leased Premises in accordance with the terms and conditions of this Lease (the "Tenant's Work"),
Tenant's Work shall be undertaken in accordance with the terms and conditions of Exhibit D.
1.7 Delays. If any party is prevented from complying with its obligations hereunder because of delays
caused by strikes, riots, fire or other casualty, acts of God, governmental intervention, acts or omissions of another
party hereto, or any other similar act or omission which results in a time delay beyond the reasonable control of such
party (referred to herein as a "Force Majeure"), then the time for performance of such party's obligation shall be
extended on a day for day basis.
1.8 Addendum. Within thirty (30) days after the Commencement Date, Landlord and Tenant shall
enter into an addendum to this Lease setting forth the actual Commencement Date, Rent Commencement Date and
Expiration Date.
ARTICLE 11
RENT
2.1 Payment o t. In consideration of this Lease and the use of the Leased Premises, Tenant shall
pay Rent to Landlord in accordance with the terms and conditions of this Lease. All installments of Rent shall be
paid to Landlord without deduction, setoff or demand (other than as expressly provided herein) on or before the due
date thereof at the address set forth in Section 11.1 hereof for delivery of notices to Landlord, or at such other
address as Landlord may from time to time direct in writing. Except as may otherwise be expressly provided in this
Lease, Tenant's covenant to pay Rent shall be independent of each and every other covenant of this Lease and shall
survive the expiration or earlier termination of this Lease with respect to Rent due and payable during the Term.
2.2 Base Rent. Commencing on the Rent Commencement Date Lessee shall pay CAM and Taxes
and continuing on the first day of each calendar month thereafter until April 1, 2022 thereafter and until the
Expiration Date, Tenant shall pay to Landlord Base Rent, without deduction or offset. If the Rent Commencement
Date is any day other than the first day of a calendar month, or the Expiration Date any day other than the last day
of a calendar month, then Base Rent with respect to such partial calendar month shall be prorated on the basis of a
thirty (30) day month times the actual number of days in such calendar month which are included in the Term. If the
Commencement Date is any day other than the first day of calendar month, then, for purposes of determining when
increases in Base Rent (if any) take effect, the first year of the Term of this Lease shall be deemed to commence on
the Rent Commencement Date and end on the last day of the calendar month in which the first anniversary of the
Rent Commencement Date occurs.
2.3 Intentionally Deleted
2.4 Intentionally Deleted
2.5 Taxes and CAM Kjiatq!jeI.Jenant shall pay to Landlord, as Additional Rent hereunder, Tenant's
Prorata Share of Taxes and of CAM Expenses incurred by Landlord with respect to the operation, maintenance,
repair and/or replacement of the Common Areas of the Shopping Center. Landlord may make reasonable estimates,
forecasts and/or projections of each component of CAM Expenses and Taxes expected to be incurred with respect to
each calendar year, and Tenant shall pay one -twelfth (1/12th) of Tenant's Prorata Share thereof concurrently with
the payment of each installment of Base Rent payable hereunder.
2.6 Adjustment of CAM ExAle nses. As soon as is reasonably practicable after the end of each
calendar year, Landlord shall deliver to Tenant a statement setting forth the actual CAM Expenses for the
immediately preceding calendar year, Tenant's Prorata Share of such CAM Expenses, and the amount Tenant has
already paid toward's Tenant's Prorata Share. Ifthe amount already paid by Tenant exceeds Tenant's Prorata Share,
the ensuing installments of Tenant's Prorata Share of CAM Expenses shall be adjusted to reflect such overpayment;
provided, however, that any overpayment with respect to the last year of the Term shall be refunded to Tenant
within ten (10) days after all amounts due and owing by Tenant to Landlord with respect to the Term have been
finally calculated and paid in full. If the amount actually paid by Tenant is less than the actual amount of Tenant's
Prorata Share of CAM Expenses, Tenant shall pay such deficiency within ten (10) days after delivery of Landlord's
statement of CAM Expenses, Tenant shall be liable for its Prorata Share of CAM Expenses from the
Commencement Date through and including the Expiration Date (whether by lapse of time or otherwise), and
Tenant's obligation to pay its Prorata Share of CAM Expenses with respect to the Term shall survive the expiration
or earlier termination of the Term. No more frequently than once during any twelve (12) month period and within
two (2) years of the expiration of the period for which a statement of actual CAM expenses has been furnished,
Tenant upon ten days prior written notice given to Landlord, may examine and audit all books and records of
Landlord pertaining to CAM expenses for the purpose of investigating and verifying the accuracy of the CAM
expense statement for the subject period. Any such inspection shall be limited to the above stated two year period.
All statements of CAM expenses issued prior to the two year period shall be deemed "accepted" by Tenant as
accurate.
2.7 Aldi,u,ls,tm,,en,t,o,,f-Taxes. As soon as is reasonably practicable after Landlord's receipt of final Tax
bill with respect to all or any part of any calendar year within the Term, Landlord shall deliver to Tenant a statement
setting forth the final amount of Taxes with respect to such year, Tenant's Prorata Share thereof, and the amount
Tenant has already paid towards Tenant's Prorata Share of such Taxes. If the amount already paid by Tenant
-4-
19
exceeds Tenant's Prorata Share, the ensuing installments of Tenant's Prorata Share of Taxes shall be adjusted
accordingly; provided, however, that if the Term has expired or otherwise terminated and all other amounts due and
owing by Tenant to Landlord under this Lease with respect to the Term have been finally calculated and paid in full,
then Landlord shall refund such overpayment to Tenant within ten (10) days after delivery of Landlord's statement
of Taxes. Tenant acknowledges that Taxes are billed and payable in arrears, and it is the intent of Landlord and
Tenant that Tenant be liable for and pay its Prorata Share of Taxes which are assessed with respect to, and not
necessarily payable during, the Term. Tenant's obligation to pay its Prorata Share of Taxes with respect to the Tenn
shall survive the expiration or earlier termination of the Term.
2.8 Late Fees --
and Other Charges. If Tenant fails to pay any installment of Rent within five (5) days
Late — - - — -----
of the due date thereof, then Tenant shall pay to Landlord as Additional Rent a late charge of one hundred and
No/100 Dollars ($100.00) to reimburse Landlord for the extra expense incurred in handling such delinquent
payment, which late charge shall be paid without demand concurrently with the late installment of Rent. In addition,
if any installment of Rent is not paid within ten (10) days after the same is due, then such installment shall bear
interest at the Default Rate from the due date thereof until paid. Landlord's acceptance of any delinquent
installment of Rent which does not include any applicable late charge or interest shall not be deemed a waiver of
Landlord's right to collect or Tenant's obligation to pay such late charge or interest. If any installment of Rent is
paid by check and such cheek is not paid upon presentation for any reason whatsoever (including, without limitation,
insufficient funds), then Tenant shall pay to Landlord, in addition to any applicable late charge and/or interest, a
returned check fee in the amount of One Hundred and No/100 Dollars ($100.00). If Tenant's check is returned two
(2) or more times during the Term, Landlord shall have the right to require all future installments of Rent to be paid
in cash or with other immediately available funds. Any installment of Rent which is wrongfully withheld from
Landlord or withheld under color of this Lease but determined after the exercise of any legal remedy to have been
wrongful or a breach of this Lease by Tenant shall be deemed late or delinquent.
2.9 Se uritv De osit. In order to secure the obligation of Tenant to pay Rent and to perform the other
obligations of Tenant hereunder, Tenant is paying the Security Deposit to Landlord concurrently with Tenant's
execution and delivery of this Lease. The Security Deposit may be applied by Landlord to cure any Event of
Default under this Lease and, within ten (10) days after Tenant's receipt of a notice from Landlord stating that all or
any part of the Security Deposit has been applied to cure such Event of Default, Tenant shall restore the Security
Deposit to the full amount required hereunder. Within forty-five (45) days after full satisfaction of all of Tenant's
obligations tinder this Lease (including, without limitation, final payment of Tenant's Prorata Share of CAM
Expenses and Taxes and vacation of the Leased Premises in the condition required by this Lease), Landlord shall
return to Tenant the balance, if any, of the Security Deposit, together with a detailed statement of any deductions
therefrom. In no event shall the Security Deposit be deemed either an advance payment of Rent, a payment of the
last installment of Rent, the measure of damages for any Event of Default, or a bar or defense to any action which
Landlord may at any time commence against Tenant or any Guarantor. Landlord shall not be liable for the payment
of interest on the Security Deposit, and, so long as Landlord sends the balance of the Security Deposit (if any), or
any other amounts due and owing by Landlord to Tenant upon the satisfaction of all of Tenant's obligations
hereunder, to Tenant at the last address known to Landlord, Landlord shall be deemed to have satisfied its
obligations hereunder whether or not Tenant actually receives such funds.
2.10 Intangible
Taxes. Tenant shall pay promptly, as and when the same become due and payable, all
intangible, documentary, personal property and other taxes imposed upon the Rent and upon or with respect to
Tenant's business operations and all personal property and equipment now or hereafter located on the Leased
Premises.
2.11 Utilities. Tenant shall pay promptly, as and when the same become due and payable, all water and
sewer, rents, rates and charges and all charges for electricity, gas, heat, steam, hot and/or chilled water, air
conditioning, ventilation, lighting systems, sprinkler systems and other utilities supplied to the Leased Premises.
Landlord shall have no liability to Tenant for disruption of any utility service, and in no event shall any such
disruption constitute an eviction, constructive or otherwise, or entitle Tenant to an abatement of Rent.
2.12 Utility Derel
ion. If, as a result of the deregulation of any utility, Landlord believes that a
change in Service Provider will result in a decrease in CAM Expenses, then Landlord shall have the right to change
a Service Provider. Tenant shall cooperate with Landlord in connection with a change in any Service Provider and
shall allow Landlord and any Service Provider to have reasonable access to the Leased Premises (including, without
limitation, electric lines, leaders, risers, wiring and any other systems, equipment and machinery) at all times as may
be reasonably necessary to accommodate a change in the Service Provider. Landlord shall in no way be liable or
responsible for any loss, damage or expense that Tenant or any Tenant Party may sustain or incur by reason of any
change, failure, interference, disruption or defect in the supply or character of the utility furnished to the Leased
Premises as a result of any change in the Service Provider, and no such change, failure, interference, description or
defect shall constitute an eviction, constructive or otherwise, or entitle Tenant to an abatement of Rent.
ARTICLE III
CONDITION AND USE OF PREMISES
3.1 Condition,,,, Leased Premises, Tenant acknowledges that it has examined and inspected the
. . . ................. ___ Premises, __
Leased Premises, is familiar with the physical condition thereof, and accepts the Leased Premises "AS IS",
"WHERE IS" and "WITH ALL FAULTS", subject only to the completion of Landlord's Work in accordance with
the provisions of Section 1.5 hereof. Tenant further acknowledges that Landlord has not made, and does not hereby
make, any representations or warranties, express or implied, regarding the physical condition of the Leased Premises
511
20
and/or the Shopping Center, and any such representations and/or warranties are hereby expressly released and
waived.
3.2 Use of Leased Premises. Tenant shall use the Leased Premises solely for the Permitted Use and
for no other purpose. Tenant's use of the Leased Premises and the Common Areas shall comply at all times with all
Applicable Laws and with all rules and regulations governing use thereof which Landlord may from time to time
adopt, including, without limitation, those set forth on Exhibit H; provided, however, that, in the event of any
conflict between the terms and conditions of this Lease and the rules and regulations adopted by Landlord from time
to time, the terms and conditions of this Lease shall prevail. Landlord reserves the right to amend and/or supplement
such rules and regulations from time to time. Notice of such rules, regulations, additions, amendments and
supplements shall be given or otherwise made available to Tenant, and Tenant agrees to thereafter comply with and
observe all such rules, regulations, additions, amendments and supplements. Tenant expressly covenants and agrees
that it has been advised of, is familiar with, and shall not violate the exclusive use rights granted to other tenants of
the Shopping Center and described on Exhibit F attached hereto and made a part hereof or of which Tenant is
notified subsequent to the date hereof. Any violation by Tenant of the provisions of this Section 3.2 shall constitute
an immediate Event of Default hereunder.
3.3 Continuous Orerations.Tenant shall conduct its business and shall continuously and without
interruption operate in all of the Leased Premises at least six (6) days per calendar week. In order to provide for
uniform operation of the Shopping Center, Landlord reserves the right to designate opening and closing hours for all
businesses operated at the Shopping Center, including Tenant's business, so long as such hours are established and
uniformly adopted for all tenants of the Shopping Center; provided, however, that pharmacy and grocery tenants
may be permitted to operate on a 24-hour or other extended hours basis, notwithstanding any other operating hours
imposed on the remaining tenants of the Shopping Center. A vacation of premises or other cessation of business by
any other tenant(s) of the Shopping Center shall not in any way release Tenant from any of its obligations under this
Lease, each of such obligations being independent covenants of this Lease. Any violation by Tenant of the
provisions of this Section 3.3 shall constitute an immediate Event of Default hereunder. Notwithstanding anything
herein to the contrary Tenant may cease operations twice annually for a period not to exceed 14 consecutive days
3.4 Obliaximize.Bu..s.iness. Tenant shall conduct its business diligently, efficiently and
continuously throughout the Tenn, using the entire Leased Premises and carrying at all times in the Leased Premises
a stock of merchandise of appropriate size, character and quality in such manner as shall be reasonably designed to
maximize Business from the Leased Premises, Except with respect to any business of Tenant existing as of the date
hereof or as Landlord may otherwise agree in writing, Tenant covenants and agrees that it will not, at any time
during the Term, directly or indirectly engage in any business similar to or in competition with the Permitted Use
within a three (3) mile radius of the Shopping Center, and any violation of this provision shall constitute an
immediate Event of Default hereunder. Landlord agrees that so long as the Permitted Use is conducted on the
Leased Premises, the Landlord will not lease space in the Shopping Center to another Tenant engaged in the same
use.
3.5 S!X9!sdA".ingsM. and, Landlord may erect and maintain such signs, awnings and
"I . . -
canopies as Landlord may, in its sole discretion, deem appropriate to advertise the Shopping Center. Tenant shall
not place or maintain, or permit to be placed or maintained, on any door, window or exterior wall of the Leased
Premises any sign, awning, canopy or other advertising, notice, announcement, decoration, lettering or other
material of any kind or nature without Landlord's prior written consent. Tenant shall submit to Landlord for review
and approval detailed drawings (and, if applicable, plans and specifications) of any of the foregoing prior to
erecting, installing or posting the same. Any such materials approved by Landlord shall be maintained in good
condition, operating order and repair at all times. All signs of Tenant visible from the Common Areas shall be
aesthetically compatible with and shall at all times conform to the standards of design, motif and decor from time to
time established by Landlord for the Shopping Center, including, without limitation, the criteria set forth in Exhibit
G attached hereto and made a part hereof.
3.6 C.9m.mon._Are.as. All Common Areas made available by Landlord in or about the Shopping
Center shall be subject to the exclusive control and management of Landlord. Landlord expressly reserves the right
to erect, install and maintain within, and to remove from, the Common Areas any and all kiosks, planters, pools,
sculptures, free standing buildings, additions to buildings (both horizontally and vertically), sidewalks, parking areas
and fixtures, and to increase or decrease the size of the Common Areas, all as Landlord may desire in its sole
discretion, Landlord shall operate, manage, equip, illuminate and maintain the Common Areas in such manner as
Landlord may from time to time elect in Landlord's sole discretion. Tenant is hereby granted a non-exclusive
license to use during the Term, in common with all other persons to whom Landlord has or may hereafter grant a
right to use, the Common Areas as they may now or at any time during the Term exist. Tenant hereby
acknowledges, consents to and agrees that any and/or all services, facilities, and public access to the Leased
Premises and/or to the Shopping Center may be suspended in whole or in part as may be reasonably necessary to
preclude any portion of the Common Areas from being deemed dedicated or to otherwise perform Landlord's rights
and obligations with respect to the Shopping Center. The exercise of the landlords rights herein will not
unreasonably impair customer access to the Leased Premises or Tenant's ability to engage in the Permitted Use and
occupancy of the Leased Premises
ARTICLE IV
MAINTENANCE, REPAIRS AND ALTERATIONS
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4.1 Landlord's O_blikations.
Landlord shall keep and maintain the Common Areas and the structural
components of the Leased Premises in good condition and repair, except that Landlord shall not be required to make
any repairs which become necessary as a result of any act or omission of Tenant or any Tenant Party. Tenant shall
give Landlord prompt written notice of any repair which is obligated to be made by Landlord hereunder. For
purposes of this Lease, structural components shall mean the foundations, exterior walls and roof of the Leased
Premises.
4.2 Tenant's ' ' 0 ' b ' ligngqn. Tenant shall, at Tenant's sole cost and expense, maintain, replace and
keep in good operating condition and repair, and in a reasonably satisfactory condition of cleanliness, the Leased
Premises and all parts thereof, including, without limitation, all fixtures, furnishings, equipment, interior walls,
partitions, doors, exterior entrances, moldings, glass (including plate glass), floor coverings, floor surfaces and
subflooring, and all air conditioning, ventilating, plumbing, sprinkler, heating and electrical systems and
installations serving the Leased Premises. Tenant shall also cause the Leased Premises to conform and comply with
all Applicable Laws. If Tenant makes penetrations to the roof, or if the roof warranty is otherwise voided in whole
or in part as a result of the acts of Tenant or any Tenant Party, then any repair required as a result of such act shall be
at the sole cost and expense of Tenant.
4.3 Failure .... .... .. ._Rq)air. If Tenant does not make repairs as required hereunder and to the reasonable
satisfaction of Landlord, or if Landlord determines, in its reasonable discretion that emergency repairs are
necessary, or if repairs or replacements to the Shopping Center or any part thereof (including, without limitation, the
Common Areas and the Leased Premises) are made necessary by any act or omission of Tenant or any Tenant Party
then in any of such events Landlord may make such repairs without liability to Tenant for any loss or damage that
may occur to Tenant's merchandise, fixtures or other property or to Tenant's business by reason thereof. Tenant
shall pay as Additional Rent hereunder, upon presentation of a bill therefor, any and all costs incurred by Landlord
in making such repair, including, if Landlord shall administer such repair or replacement, the direct or allocable
overhead expense, and interest on such amounts at the Default Rate.
4.4 Alterations ' " By_ja!ldl2j�4. Landlord shall have the right, at any time and from time to time, to
erect additional structures, add to existing structures, enclose open courts and malls, reconfigure the Common Areas
and/or the Shopping Center, reduce or expand the Common Areas and/or the Shopping Center, and make such other
additions, alterations and/or changes to the Shopping Center as Landlord may in its sole discretion desire. Tenant
hereby acknowledges the foregoing right, consents to any such action(s) by Landlord, and acknowledges that
Tenant's Prorata Share shall change in proportion to any change in the total square footage of the Shopping Center.
Tenant agrees that no such change(s) shall affect Tenant's obligations under this Lease, including, without
limitation, the obligation to pay Rent.
4.5 Alterations By Tenant. Tenant shall not make any alterations, additions or improvements to the
Leased Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld so
long as the proposed alteration, addition, or improvement does not affect any structural component of the Leased
Premises or any building systems and no Event of Default exists hereunder, Otherwise, Landlord may withhold
consent in its sole discretion. Any alteration approved by Landlord or otherwise permitted hereunder shall be done at
the sole cost and expense of Tenant and performed in a good and workmanlike manner in compliance with all
Applicable Laws by a duly licensed contractor pursuant to plans and specifications approved by Landlord. If the
total cost of any such alteration, addition or improvement is reasonably estimated to exceed Ten Thousand and
No/100 Dollars ($10,000.00), then Landlord may, as a condition to approving such alteration, addition or
improvement, require Tenant to comply with the provisions of Exhibit hereof.
4.6 Title ... to Alterations. All alterations, additions, improvements and fixtures, other than Tenant's
............... . -
trade fixtures, which may be made or installed by either Landlord or Tenant upon the Leased Premises shall be the
property of Landlord and shall remain upon and be surrendered with the Leased Premises as a part thereof, without
disturbance, molestation or injury, at the expiration of the Term, whether by lapse of time or otherwise, all without
compensation or credit to Tenant; provided, however, that Landlord may require Tenant to remove all or any part of
the additions, alterations and/or improvements made by or on behalf of Tenant upon the expiration of the Term,
whether by lapse of time or otherwise. All trade fixtures that are attached to the Leased Premises shall be and
remain the personal property of Tenant (subject to the provisions of Sections 2.15 and 9.10 hereof) and shall be
removed by Tenant at the expiration or earlier termination ofthe Term.
4.7 IMEtc§qq. Landlord or its agents may enter the Leased Premises during normal business hours,
or at any other time upon reasonable notice to Tenant commensurate with the circumstances, in order to inspect the
Leased Premises and to confirm Tenant's performance of its obligations under and compliance with the terms and
conditions of this Lease; provided, however, that no prior notice to or consent of Tenant shall be required as a
condition precedent to either entry onto the Leased Premises by Landlord or repair by Landlord of any portion of the
Leased Premises which is Tenant's obligation to repair hereunder in the event such action is necessary to prevent
imminent or further damage to the Leased Premises or imminent injury or death to any person, so long as Landlord
uses reasonable efforts to notify Tenant as soon as is reasonably practicable under the circumstances,
4.8 HVAC Maintenance. Tenant covenants and agrees that, throughout the Term, at Tenant's sole
cost and expense, Tenant shall employ a suitable contractor to perform maintenance of the heating, cooling and
ventilating units serving the Leased Premises in accordance with the manufacturer's recommendations therefore
pursuant to a written maintenance contract acceptable to Landlord. Such maintenance shall include at least semi-
annual inspections and cleaning of said units, together with such adjustments and servicing as each such inspection
discloses to be required or recommended and, in addition, all repairs, testing and servicing as shall be necessary or
reasonably required by Landlord or Landlord's insurance underwriter. A suitable contractor shall be one who is
22
reliable and capable of performing Tenant's obligations hereunder and approved by Landlord. If replacement of any
such equipment, units, systems or appurtenances of the same quality and compatible with the existing equipment,
units, systems and appurtenances, and repair all damages done in or by such replacement. However, Tenant,
throughout the Term, has the option to participate in the Landlord's HVAC program. Under the terms of this
program the landlord shall be responsible for all maintenance, repair and replacement of the HVAC system except in
the case of gross negligence of the tenant that results in the damage or destruction of the HVAC system. The cost of
the tenant's participation in the program is a $ 150.00 per month per HVAC unit located at the Leased Premises, The
monthly fee shall be paid to Landlord at the same time and the same manner as the monthly rent..
ARTICLE V
INSURANCE AND INDEMNIFICATION
5.1 Ten nt's Insurance. Tenant, at Tenant's sole cost and expense, shall obtain, on or before the
earlier to occur of the Commencement Date or entering onto the Leased Premises by Tenant or any Tenant Party for
any reason whatsoever, and shall maintain and keep in full force and effect throughout the Term, the insurance
coverage specified on Exhibit 1.
5.2 Waiver of Subrogjtirm. Landlord hereby releases Tenant and the Tenant Pat -des, and Tenant
hereby releases Landlord and the Landlord Parties, from liability or responsibility (by way of subrogation or
otherwise) for any loss or damage to property covered by valid and collectible insurance, but only to the extent of
amounts actually recovered from an insurance company. This release shall apply even if the liability arises as a
result of the act or omission of a party or anyone for whom a party may be responsible, but only if the loss or
damage occurs during a time when the relevant insurance policies contain a clause or endorsement providing that the
foregoing release shall not adversely affect or impair the policies or prejudice the right of a party to recover
thereunder.
5.3 Tenant's Indemnity,. Unless arising from an act or omission or tinder the direction of the landlord,
Tenant hereby indemnifies, defends and holds harmless Landlord and the Landlord Parties from and against
any and all losses, costs, claims, demands, suits, proceedings, actions, causes of action, judgments, executions and
other liabilities of any nature whatsoever, including, without limitation, attorneys' fees and costs, incurred by or
asserted against Landlord arising out of or resulting in or from (i) the Tenant's possession the use, occupancy,
management, repair, maintenance or control of the Leased Premises or any part thereof, (ii) any act or omission of
Tenant or any Tenant Party, (iii) any default, breach, violation or non-performance by Tenant of this Lease or any
provision thereof, whether or not the same constitutes an Event of Default hereunder, or (iv) injury to person or
property or loss of fife sustained in the Leased Premises. Tenant shall, at Tenant's sole cost and expense, defend
Landlord and the Landlord Parties with counsel reasonably acceptable to Landlord, and shall promptly pay, satisfy
and discharge any judgment, order or decree which may be entered against Landlord or any Landlord Party, The
obligations of Tenant under this Section 5.3 shall survive the expiration or earlier termination of the Term.5.4
Disclaimer. Landlord shall not be responsible to Tenant or any Tenant Party for any loss or
damage caused by the acts or omissions of any persons occupying any space adjoining or adjacent to the Leased
Premises, nor for any loss or damage incurred by Tenant or any Tenant Party as a result of water, gas or steam or the
bursting, stoppage or leakage of any pipes or other conduits.
ARTICLE VI
CASUALTY AND CONDEMNATION
6.1 Material Casunk-k. If all or substantially all (as reasonably determined by Landlord) of the
Leased Premises or the Shopping Center is damaged or destroyed by fire or other casualty (a "Material Casualty"),
Landlord may terminate this Lease by delivering written notice thereof to Tenant within sixty (60) days after the
date of such Material Casualty, in which event this Lease shall terminate and Rent shall abate as of the date of such
Material Casualty, and neither party shall have any further rights, obligations or liabilities hereunder other than the
Surviving Obligations. I£ Landlord does not so terminate this Lease, then Landlord shall estimate the length of time
necessary to restore the Shopping Center or Leased Premises, as the case may be. If such restoration is estimated to
exceed two hundred seventy (270) days from the date of the Material Casualty, then Landlord shall deliver written
notice to Tenant of the estimated period of restoration within sixty (60) days after the date of the Material Casualty,
and Tenant may terminate this Lease by delivering written notice thereof to Landlord within ten (10) days after the
date of Landlord's notice, in which event this Lease shall terminate, Rent shall abate as of the date of Material
Casualtyand neither party shall have any further right, obligation or liability hereunder other than the Surviving
Obligations. If this Lease is not terminated pursuant to this Section 61, then the Lease shall remain in full force and
effect, except as otherwise expressly provided herein.
6.2 Partial Casualty. If the Leased Premises or the Shopping Center is damaged by fire or other
casualty which does not constitute a Material Casualty, as reasonably determined by Landlord and Landlord will
provide timely notice of its determination, and this Lease shall continue in full force and effect, except as otherwise
expressly provided herein. and Landlord shall promptly commence to repair, restore or rebuild the Leased Premises
and/or the Shopping Center in accordance with and subject to the terms and conditions of this Lease.
6.3 Restoration B31 Landlord. Landlord's obligation to restore the Leased Premises and/or the Shopping
r-.............
Center is expressly subject to and contingent upon the availability of insurance proceeds, and Landlord's restoration
obligations shall be limited to the insurance proceeds actually received by or made available to Landlord, If
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23
insurance proceeds aren't available and the Landlord elects not to restore the Premises to the level it existed at
Commencement Date, Tenant has the fight to void the lease. Subject to the foregoing, Landlord shall repair, restore
and/or rebuild the Leased Premises and/or Shopping Center as soon as reasonably practicable following the
occurrence of the event giving rise to such restoration obligation and shall diligently prosecute the same to
completion. Landlord's obligation to repair, restore and/or rebuild the Leased Premises shall be limited to restoring
the same to the condition thereof as existed on the date hereof and to perform any Landlord's Work required
hereunder. Landlord shall have no obligation to repair, restore or rebuild any improvements, fixtures, alterations, or
decorations (including, without limitation, Tenant's Work) installed by or on behalf of Tenant, other than Landlord's
Work.
6.4 Tenant's Restonatirm-Oblig 191 Upon completion of the restoration work required of
---.1.111-1-1-1-1111-1.1 Restoration _41�
Landlord, Landlord shall deliver the Leased Premises to Tenant and Tenant shall, at Tenant's sole cost and expense,
promptly perform all work necessary to place the Leased Premises in the same or better condition as existed
immediately prior to the occurrence of the event giving rise to restoration of the Leased Premises, including, without
limitation, Tenant's Work. Tenant shall also replace its stock in trade, fixtures, firmishings, floor coverings and
equipment, and all other improvements required by Tenant's Work. All such repair, restoration and rebuilding shall
be done by Tenant in accordance with the Final Plans, as amended or modified by any subsequent alterations
consented to by Landlord in accordance with the terms and conditions of this Lease, and in accordance with the
standards and requirements set forth in this Lease with respect to Tenant's Work. Tenant covenants and agrees to
reopen for business within thirty (30) days after possession of the Leased Premises is delivered to Tenant. However,
if Tenants Work can't be reasonably completed and an occupancy permit is required of Tenant can't be reasonably
be obtained within the 30 day period, Tenant's obligation to re -open shall be extended for a period in which the
Tenant will diligently pursue and obtain an occupancy permit,
6.5 Abatement of Rent. In the event the Leased Premises shall be untenantable, then Rent shall abate
............ __11-1111
from the date of the event causing such untenantability until thirty (30) days after the date possession of the Leased
Premises is delivered to Tenant, but only to the extent of rent loss proceeds actually received by Landlord. As used
in this Lease, the term "untenantable" means reasonably incapable of being occupied for its intended use due to
damage to the Leased Premises or Shopping Center, as determined by Landlord in the exercise of reasonable
business judgment. The Leased Premises shall not be deemed untenantable if either (i) Landlord has no obligation
to repair, restore or rebuild the same (ii) if Tenant continues to actually occupy the Leased Premises, or (iii) the
event giving rise to the obligation to restore is the result of any act or omission of Tenant or any Tenant Party.
6.6 Condemnation. If all or substantially all, as reasonably determined by Landlord, of the Leased
Premises or the Shopping Center is appropriated or taken under the power of eminent domain by any public or
quasi -public authority, or conveyance shall be made in lieu thereof, then this Lease shall terminate and Rent shall
abate effective as of the date of such taking, and neither party shall have any further right, obligation or liability
hereunder other than the Surviving Obligations, If less than all or substantially all of the Leased Premises or
Shopping Center is so taken, or conveyance made in lieu thereof, then Landlord may terminate this Lease upon not
less than thirty (30) days' prior written notice to Tenant, in which event this Lease shall terminate and Rent shall be
prorated as of the effective date set forth in such notice, and neither party shall have any further right, obligation or
liability hereunder other than the Surviving Obligations. If this Lease is not so terminated, then Base Rent and
Tenant's Prorata Share shall be ratably adjusted in proportion to the square footage of the Leased Premises and/or
Shopping Center so taken or conveyed in lieu thereof. Landlord and Tenant shall each perform their respective
restoration obligations as set forth in Sections 6.3 and 6.4 hereof, provided, however, that Landlord's obligation to
restore the Leased Premises and/or the Shopping Center to a complete architectural unit shall be limited to the net
proceeds of any condemnation award actually received by Landlord,
6.7 Awards, Any compensation or other award payable in connection with a taking, or conveyance in
lieu thereof, of all or any part of the Shopping Center (including, without limitation, the Leased Premises) shall be
the sole and exclusive property of Landlord. To the extent provided by Applicable Law, Tenant may petition for a
separate award provided that the same does not decrease any award payable to Landlord.
6.8 No Taking. Notwithstanding anything else to the contrary contained in this Lease, Landlord and
Tenant each acknowledge and agree that (i) any reduction in the parking area and/or tire number of parking spaces in
the Shopping Center, and/or any restriction on the number of motor vehicles that may enter the Shopping Center, by
action or order of any governmental or quasi -governmental authority and/or by any court of competent jurisdiction,
shall not constitute a taking or condemnation that would entitle Tenant to terminate this Lease unless the restriction
or reduction in spaces reduces the number of parking spaces to a number that is below the minimum number of
parking spaces required (ii) any environmental condemnation and/or compliance by Landlord with any order, rule
or regulation of any such authority, judicial decree and/or future law shall not constitute a default by Landlord under
this Lease which entities Tenant to terminate this Lease, and (iii) Tenant shall not be a third -party beneficiary of any
such order, rule, regulation, judicial decree or law.
6.9 Termination p JX!Lts. Notwithstanding anything else contained in this Article VI to the contrary:
(a) Landlord may terminate this Lease upon not less than thirty (30) days' prior written
notice to Tenant if (i) the Leased Premises and/or the Shopping Center is damaged or destroyed as a result
of an event which is not covered by Landlord's insurance, (ii) any Mortgagee retains all or any substantial
portion of insurance proceeds or a condemnation award for application against amounts due and payable by
Landlord to such Mortgagee, (iii) the Leased Premises and/or the Shopping Center suffer a Major Casualty
during the last one (1) years of the Term, or (iv) all or any portion of the Common Areas are damaged,
destroyed or taken (or conveyed in lieu thereof) to such an extent that, in the sole judgment ofLandlord, the
24
Shopping Center cannot be operated as an economically viable unit or operation of a shopping center is no
longer the best and highest use of the Land; and
(b) If the Leased Premises and/or the Shopping Center is damaged or destroyed during the
last year of the Term, then either Landlord or Tenant may terminate this Lease by delivering written notice
thereof to the other within thirty (30) days after the date of such damage or destruction.
Any termination of this Lease pursuant to the provisions of this Section 6.9 shall be effective, and Rent shall abate,
as of the termination date set forth in any notice of termination, and neither party shall have any further right,
obligation or liability hereunder other than the Surviving Obligations.
6.10 Notice. Tenant shall give to Landlord and any Mortgagee identified by Landlord prompt written
notice of any damage to or destruction of the Leased Premises, whether or not such damage or destruction
constitutes a Major Casualty,
ARTICLE VII
ENVIRONMENTAL MATTERS
7.1 Environmental Covenants, Tenant hereby represents and warrants to, and covenants with,
Environmental ... . ......
Landlord as follows:
(a) Tenant shall not cause or permit to occur at, on, in, about or under the Leased Premises or
the Shopping Center any violation of any Environmental Law.
(b) Tenant shall not cause or permit any Hazardous Material to be brought upon, stored, used
or disposed of in, on, about or tinder the Leased Premises or the Shopping Center.
(c) Tenant shall not incorporate or pen -nit or suffer to be incorporated into the Leased
Premises any material containing asbestos, whether or not such material is considered a Hazardous
Material.
(d) If any governmental authority requires or demands that a clean-up plan be prepared and
undertaken because of any deposit, spill, discharge or other release of any Hazardous Material for which
Tenant is responsible pursuant to this Lease, then Tenant shall, at Tenant's sole cost and expense, prepare
and submit the required plans and all related bonds and other financial assurances, and otherwise perform
all work required to obtain a "no further action" letter or other evidence reasonably acceptable to Landlord
that such clean-up has been performed to the satisfaction of the applicable governmental authority
(e) Tenant shall, at Tenant's sole cost and expense:
(i) comply with all Environmental Laws
(ii) make all submissions to, provide all information required by, and
comply with all requirements of, all governmental authorities under all
Environmental Laws;
(iii) remove prior to the expiration or earlier termination of the Term all
Hazardous Materials introduced into the Leased Premises and/or the
Shopping Center during the Term or from Tenant's use or occupancy of
the Leased Premises prior to or after the Term, including, without
limitation, any Hazardous Material existing as a result of any deposit,
spill, discharge, disposal or other release of any Hazardous Materials.
(iv) Tenant shall, promptly upon request of Landlord, provide all
information regarding the use, generation, storage, transportation or
disposal of any Hazardous Materials to, at or from the Leased Premises.
7.2 Permitted Hazardous Materials. Notwithstanding anything contained in this Article VII to the
contrary, Tenant shallbe 4fedto —Hazardous Material typically found or used in general office
applications, provided that:
(a) any such Hazardous Materials, and any equipment which generates such Hazardous
Material are maintained only in such quantities as is reasonably necessary for Tenant's operation of its
business in the Leased Premises consistent with the Permitted Use:
(b) such Hazardous Material is used strictly in accordance with the manufacturer's
instructions thereof and all Environmental Laws:
(c) such Hazardous Material is not disposed of in, on, under or about the Shopping Center in
a manner which would constitute a release or discharge thereof, and
25
(d) all such Hazardous Materials, and any equipment which generates such Hazardous
Materials, are removed from the Shopping Center by Tenant prior to the expiration or earlier termination of
the Term.
7.3 Violation. Upon any violation of the representations, warranties and/or covenants of this Article
Vil, Tenant shall, at Tenant's sole cost and expense, clean-up and remove from the Shopping Center all Hazardous
Materials introduced into the Shopping Center by Tenant, any Tenant Party, or any other person or entity for whom
Tenant is responsible. Such clean-up and removal shall include all testing and investigation required by any
governmental or quasi -governmental authority having jurisdiction and the preparation and implementation of any
required or recommended remedial action plan. All such clean-up and removal activities of Tenant shall, in each
instance, be conducted to the satisfaction of Landlord and all governmental and quasi -governmental authorities
having jurisdiction. The breach by Tenant of any of the covenants and/or conditions of this Article VII shall
constitute an immediate Event of Default, without any notice, grace period or opportunity to cure, and Landlord
shall be entitled to exercise all remedies available to Landlord at law or in equity, whether or not any one or more of
such remedies is expressly permitted by this Lease. Without limiting the generality of the foregoing, Tenant
expressly agrees that, upon any such breach, Landlord may, but shall not be obligated to, either immediately
terminate this Lease or continue this Lease in effect until compliance by Tenant with its obligations hereunder,
notwithstanding any earlier expiration of the Term. No action by Landlord hereunder shall be deemed a waiver of
or release from any obligation of Tenant pursuant to this Article VII.
7.4 Indemnification. Tenant shall indemnify, defend and hold harmless Landlord and all Landlord
Parties from and against any and all losses, costs, expenses, claims, demands, damages, actions, causes of action,
proceedings and other liabilities of any nature whatsoever (including, without limitation, attorneys' fees and costs)
incurred by or asserted against Landlord and/or any Landlord Party as a result of (i) the introduction of any
Hazardous Material in, on, under or about the Shopping Center or any part thereof by Tenant or any Tenant Party,
whether or not such Hazardous Material is permitted Linder the provisions of Section 7.2 hereof, (ii) the
transportation, use, storage, maintenance, generation, disposition, discharge, release or other disposal of any
Hazardous Material in, on, under, about, to and/or from the Shopping Center by Tenant or any Tenant Party, (iii)
any injury to or death of any person, or damage to or destruction of any property, resulting from the transportation,
use, introduction, maintenance, storage, generation, disposition, discharge, release or other disposal of any
Hazardous Material in, on, under, about, to and/or from the Shopping Center by Tenant or any Tenant Party, and (iv)
any breach by Tenant or any Tenant Party of any of the covenants and/or conditions of this Article VII.
7.5 Release. Tenant acknowledges that it has conducted its own examination of the Leased Premises
and the Shopping Center with respect to Hazardous Materials and confirms that the Leased Premises and the
Shopping Center are acceptable to Tenant in all respects. Tenant expressly releases and waives any and all claims
against Landlord and the Landlord Parties with respect to any losses, costs, and damages which may be incurred by
or asserted against Tenant or any Tenant Party as a result of any Hazardous Material located on, at, in, under or
about the Leased Premises or the Shopping Center as of the date hereof. There no outstanding open environmental
incidents applicable to the Shopping Center or Leased Premises. Any such prior incidents, if any, have been
remediated in accordance with all applicable laws, statutes and ordinances.
7.6 Survival. The provisions of this Article VII shall survive the expiration or earlier termination of
the Term.
ARTICLE VIII
FINANCING MATTERS
8.1 Subordination. Tenant hereby acknowledges and agrees that this Lease is and shall at all times
be subject and subordinate in all respects to the lieu of any and all Mortgages now or hereafter granted by Landlord
to any Mortgagee with respect to the Shopping Center or any part thereof which includes the Leased Premises.
Upon request of Tenant, Landlord shall use reasonable efforts to cause each Mortgagee to enter into a written
agreement with Tenant pursuant to which such Mortgagee agrees not to disturb the Tenant's possession of the
Leased Premises so long as Tenant shall faithfully and in a timely manner discharge and perform the obligations of
Tenant under this Lease. This Section 8.1 shall be self -operative and no further instrument of subordination shall be
required; provided, however, that Tenant agrees to execute and deliver any separate subordination agreement
requested by any Mortgagee within ten (10) days of demand by Landlord.
8.2 Attornment. In the event that any Mortgagee forecloses its Mortgage or accepts a deed in lieu of
such foreclosure, Tenant agrees to aftorn to such Mortgagee and any successor or assign of such Mortgagee or any
other purchaser at foreclosure, and agrees to execute any instrument confirming such attornment within ten (10)
days after written request therefor.
8.3 Es olipcl Certificate. Tenant covenants and agrees to execute, acknowledge (as appropriate) and
deliver, at any time and from time to time within ten (10) days after request therefor, a written statement certifying,
except as expressly set forth in such statement, (i) that this Lease is unmodified and in full force and effect, (ii) that
no Event of Default exists hereunder and no act or event has occurred or failed to occur which, with the passage of
time and/or the giving of notice, would constitute an Event of Default hereunder, (iii) as to the amount of Rent, the
date through which Rent has been paid, and that no installment of Rent has been paid more than thirty (30) days
prior to the due date thereof, (iv) that there are no renewal, extension, right of first refusal, right of first offer, or
other options, and (v) as to such other matters as may be reasonably requested. It is the intent of Tenant that any
such statement delivered pursuant to this Section 8.3 may be relied upon by anyone to whom such statement is
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26
properly delivered. If Tenant fails to deliver any such statement within ten (10) days after request therefor, such
failure shall be an immediate Event of Default under this Lease, without notice, grace or any opportunity to cure,
and, in addition to any and all other remedies afforded Landlord under this Lease, Tenant shall be deemed to have
appointed Landlord as Tenant's attorney-in-fact, coupled with an interest, for purposes of executing the statement
contemplated hereby on behalf of Tenant, and Tenant shall be conclusively bound by the terms and conditions of
any such statement executed by Landlord as Tenant's attorney-in-fact, absent fraud.
8.4 Lease Revisions. Tenant agrees, within tell (10) days after written notice, to enter into such
amendments oft is Lease as any Mortgagee may reasonably require as a condition to any financing secured by a
Mortgage, in whole or in part, so long as such amendments do not change the amount of Base Rent, the size and/or
location of the Leased Premises, the duration and/or commencement of the Term, or the Landlord's and Tenant's
Work. If Tenant fails to execute and deliver or cause to be executed and delivered to Landlord any amendment or
guaranty required under this Section 8.4, or if for any other reason Landlord cannot obtain the financing required by
Landlord, then Landlord may terminate this Lease on not less than sixty (60) days' prior written notice to Tenant, in
which event this Lease shall terminate and Rent shall be prorated as of the date set forth in Such notice and neither
party shall have any further right, obligation or liability hereunder other than the Surviving Obligations.
8.5 Additional Documents. Tenant shall, upon the request of Landlord and/or any Mortgagee,
execute, acknowledge (as appropriate)—""""—and deliver such other documents and instruments as may be reasonably
necessary to make this Lease subordinate or superior to any Mortgage and/or to confirm Tenant's attornment to any
Mortgagee or other purchaser as a result of any foreclosure sale or any conveyance in lieu of foreclosure.
8.6 Notice to Mortgagees. Upon the request of any Mortgagee, Tenant shall give prompt written
notice to such Mortgagee of any default by Landlord hereunder, and Tenant shall allow such Mortgagee a
reasonable length of time (but not less than sixty (60) days) in which to cure such default on behalf of Landlord
before Tenant exercises any remedies as a result of such default.
ARTICLE IX
V41,114111 441Z V1
9.1 Termination Notice. In addition to any other remedies available to Landlord hereunder, upon the
occurrence of an Event of Default Landlord may give Tenant a notice of intent to terminate Tenant's right to
possession of the Leased Premises, or to terminate this Lease (in either case, a "Termination Notice"), upon the
expiration of five (5) days from the date of delivery of such notice in which event Tenant shall quit and surrender the
Leased Premises to Landlord and Tenant shall have no further right, title or interest under this Lease; provided,
however, that (i) if Tenant's right to possession is terminated without terminating this Lease, then Tenant shall be
liable for the performance of all of Tenant's obligations under this Lease (including, without limitation, the
obligation to pay Rent), and (ii) if this Lease is terminated, Tenant's obligation to pay Rent shall continue, in either
case notwithstanding such termination and surrender or any reentry, repossession or dispossession by Landlord
under the provisions of this Article IX.
9.2 Damages. Upon the occurrence of any Event of Default and the delivery of Termination Notice,
Tenant shall pay to Landlord either Agreed Current Damages or Agreed Final Damages, as determined by Landlord
in its sole discretion and specified in the Termination Notice as provided herein.; provided, however, that if such
election is not specified in the Termination Notice, then Tenant shall pay Agreed Current Damages to Landlord.
Agreed Current Damages shall be paid monthly in arrears on the last day of each calendar month, based on the
amount of Agreed Current Damages incurred by Landlord with respect to such month. Any proceeding brought by
Landlord to enforce collection of Agreed Current Damages for any one month shall not prejudice Landlord's right to
enforce collection of Agreed Current Damages for any subsequent month. Landlord may, in the Termination Notice
or at any time after delivery thereof, elect to collect Agreed Final Damages by delivering written notice thereof (if
such election is not set forth in the Termination Notice) to Tenant. Upon Tenant's payment of Agreed Final
Damages, this Lease shall terminate and neither party shall have any further right, obligation or liability hereunder
other than the Surviving Obligations.
9.3 Intentionally Omitted.
9.4 Reletting. Upon the delivery of a Termination Notice, Landlord may relet all or any portion of
the Leased Premises for the account of Tenant and at Tenant's sole cost and expense (which costs and expenses shall
be included in Agreed Current Damages) for all or any portion of the unexpired Term or for any longer period.
Landlord may accept any rental then obtainable, grant any rent concessions, and agree to paint or make any other
repairs, alterations and decorations for any new tenant as Landlord may deem advisable in its sole and absolute
discretion. Landlord shall be under no obligation to relet or to attempt to relet the Leased Premises, and if Landlord
elects to relet or attempt to relet the Leased Premises, Landlord shall have no obligation to make the Leased
Premises available until all other portions of the Shopping Center have been leased.
9.5 Right of_R.eentry. Upon the expiration or earlier termination of the Term, or the expiration of
Tenant's right to possess the Leased Premises, Landlord and the Landlord Parties shall have the right, exercisable
immediately or at any time thereafter, to reenter, repossess and enjoy the Leased Premises, and to remove from the
Leased Premises Tenant, any Tenant Party and any of its or their property. Such reentry and removal rights may be
effected by summary dispossess proceedings, by any other suitable action or proceeding at law or in equity, by force
or otherwise, it being the intent of the parties that Landlord shall be entitled to the benefit of all laws providing for
the speedy recovery of lands and tenements held over by Tenant, including, without limitation, proceedings in
27
forcible entry and defamer. Tenant expressly waives any right afforded by any Applicable Law to receive notice of
Landlord's intention to reenter the Leased Premises, other than as expressly provided for in this Lease. Landlord
shall not in any way be liable to Tenant or any Tenant Party as a result of any action taken by Landlord or any
Landlord Party pursuant to this Section 9.5.
9.6 Landlo'rd's ' ' " " � Rkh!1q_C9jrt. Upon the occurrence of an Event of Default, Landlord shall have the
right, but not the obligation, to cure such Event of Default for the account of Tenant. All costs and expenses
incurred by Landlord in effecting such cure shall be the responsibility of Tenant, shall constitute Additional Rent
hereunder, and shall be due and payable by Tenant to Landlord on demand, together with interest thereon at the
Default Rate from the date incurred by Landlord through and including the date of payment thereof to Landlord.
9.7 Additional, ' ' Remedies. The rights and remedies of Landlord expressly set forth herein shall be in
addition to, and not a limitation of, any and all other rights and remedies now and/or hereafter available at law and in
equity. All such rights and remedies shall be cumulative and not exclusive of each other, and Landlord may exercise
such rights and remedies at any time, in any order, to any extent and as often as Landlord deems necessary or
advisable upon the occurrence and during the continuance of any Event of Default, without regard to whether the
exercise of any single right or remedy precedes, succeeds or is concurrent with the exercise of any other right or
remedy. A single or partial exercise of any right or remedy shall not preclude the further exercise thereof or the
exercise of any other right or remedy from time to time.
9.8 Waivers. No delay or omission by Landlord in the exercise of any right or remedy shall exhaust
or impair the same or constitute a. waiver of, or acquiescence to, any Event of Default. No waiver of any Event of
Default shall be effective unless it is in writing, nor shall the written waiver of an Event of Default extend to or
affect a subsequent or any other Event of Default or impair any tight or remedy with respect thereto.
9.9 Right _A_Redemption. To the fullest extent permitted by Applicable Law, Tenant hereby
expressly waives, for itself and all Tenant Parties, any right of redemption of the Leased Premises or for restoration
of this Lease upon the curing of any Event of Default in the event Landlord elects to terminate this Lease or
Tenant's possession of the Leased Premises as a result of any Event of Default.
9.10 Distraint. From and after and during the continuance of any Event of Default, Landlord shall
have, to the fullest extent permitted by Applicable Law, a right of distraint for Rent and a lien on all of Tenant's
fixtures, merchandise and equipment in the Leased Premises and any other part of the Shopping Center as additional
security for the payment of Rent and the performance of all other obligations of Tenant hereunder. Such right of
distraint shall be in addition to all other rights and remedies afforded to Landlord hereunder.
9.11 Bankruptcy. If Tenant becomes bankrupt, the bankruptcy trustee shall not have the right to
assume or assign this Lease unless such trustee complies with all requirements of the United States Bankruptcy
Code, and Landlord expressly reserves all of its rights, claims and remedies thereunder.
9.12 Alt.oOeM,'I.fees. If an Event of Default occurs hereunder and Landlord deems it necessary or
advisable to commence legal proceedings to enforce its rights hereunder, then Landlord shall be entitled to recover
from Tenant all attorneys' fees, court costs, expert fees, fees and charges of consultants, and all other costs and
expenses incurred by or asserted against Landlord as a result of such Event of Default, whether such proceedings are
settled or pursued to any judgment in favor of Landlord.
ARTICLE X
ASSIGNMENTS AND SUBLEASES
10.1 Prohibitions. Except as expressly provided herein, Tenant shall not (i) assign, transfer, mortgage,
pledge, hypothecate or encumber, or subject to or permit to exist upon or be subjected to any lien or charge, this
Lease or any interest hereunder (ii) allow to exist or occur any transfer of or lien upon this Lease or Tenant's interest
herein by operation of law, (iii) sublet the Leased Premises or any part thereof, or (iv) permit the use or occupancy
of the Leased Premises or any part thereof for any purpose other than the Permitted Use or by anyone other than
Tenant and Tenant's employees. Landlord has the absolute right to withhold its consent to any of such acts without
giving any reason whatsoever, except as otherwise expressly provided herein. In no event shall this Lease be
assigned or assignable by voluntary or involuntary bankruptcy proceedings or otherwise, except as provided by
Applicable Law, and in no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under
any bankruptcy, insolvency or reorganization proceedings, except as provided by Applicable Law. Any of the
foregoing performed or attempted in violation of the provisions of this Article X shall be null and void and shall be
an immediate Event of Default without notice, a grace period or any opportunity to cure.
10.2 Continuing Liability. No assignment, subletting, use, occupancy, transfer or encumbrance by
Tenant shall operate to relieve Tenant or any Guarantor from any covenant, liability or obligation hereunder except
to the extent, if any, expressly provided for in any written consent of Landlord to the foregoing, and none of the
foregoing, and no consent to any of the foregoing, shall be deemed to be a consent to or relieve Tenant from the
obligation to obtain Landlord's consent to any subsequent assignment, subletting, use, occupancy, transfer or
encumbrance. Tenant shall pay all of Landlord's costs, charges and expenses, including, without limitation,
attorneys' fees and expenses, not to exceed $1500,00) incurred in connection with any assignment, subletting, use,
occupancy, transfer or encumbrance made or requested by Tenant, whether or not the same is consented to or
otherwise approved by Landlord
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10.3Notice of Proll2sed Assil nmegt ar SubleaseIA"p �tn!e. Tenant shall, by notice in writing, advise Landlord
of: Tenant's ..........
s intention from, on and after a stated date (which shall not be less than ten (10) Business Days nor more
than thirty (30) days after the date of the giving of Tenant's notice to Landlord) to assign this Lease or sublet all or
any part of the Leased Premises for the balance or any part of the Term, and, in such event. Landlord shall have the
right, to be exercised by giving written notice to Tenant within seven (7) Business Days after its receipt of Tenant's
notice, to consent or refuse to consent to the proposed assignment or sublease. Tenant's notice shall include the
name and address of the proposed assignee or subtenant, a true and complete copy of the proposed assignment or
sublease and sufficient information, as Landlord deems reasonably necessary, to permit Landlord to determine the
financial responsibility and character and the nature of the business of the proposed assignee or subtenant.
10.4 Intentionally Omitted.
10.5 Excess. Rent tiryrilient. _If Tenant (as Tenant or debtor-in-possession) shall assign this Lease or
sublet the Leased Premises, or any part thereof, at a rental or for other consideration in excess of the Rent or prorata
portion thereof due and payable by Tenant under this Lease, then Tenant shall pay to Landlord as Additional Rent
one-half (1/2) of any such excess rent or other consideration within five (5) Business Days after receipt tinder any
such assignment or, in the case of a sublease, (i) on the first day of each month during the term of any sublease, one-
half (1/2) of the excess of all rent and other consideration payable by the subtenant for such month over the Rent
then payable to Landlord pursuant to the provisions of this Lease for said month (or, if only a portion of the Leased
Premises is being sublet, one-half (1/2) of the excess of all rent and other consideration due from the subtenant for
such month over the portion of the Rent then payable to Landlord pursuant to the provision, of this Lease for said
month which is allocable on a prorata basis to the space sublet), and (ii) within five (5) Business Days after the
receipt thereof, one-half (1/2) of any other consideration realized by Tenant front such subletting. Landlord shall not
be responsible for any deficiency if Tenant shall assign this Lease or sublet the Leased Premises or any part thereof
at a rental less than that provided for herein. Whenever reference is made to the "excess" of rent or other
consideration, such excess shall be reduced by charging (on an amortized basis over the term of the sublease or
assignment) against the rent or other consideration paid by such assignee or subtenant reasonable brokerage
commissions, leasehold improvements including the proceeds of sale of the business assets of the Tenant including
tangible and intangible assets and other concessions or out of pocket costs which Tenant has paid or given in
connection with assigning the Lease or subleasing the applicable portion of the Leased Premises
10.6 !�Lse AsV ion engq.A!!9niw_nt. If Tenant shall assign this Lease, then, as a
_Tl!!L _L5!111t_
condition to the effectiveness thereof, the assignee shall expressly assume all of the obligations of Tenant hereunder
in a written instrument mutually acceptable to Landlord and such assignee, with an unexecuted copy thereof being
delivered to Landlord not later than ten (10) days prior to the effective date of the assignment and an executed copy
thereof being delivered to Landlord not later than five (5) days after the effective date thereof. If Tenant shall
sublease any part of the Premises, then, as a condition to the effectiveness thereof, Tenant shall obtain and furnish to
Landlord, not later than ten (10) days prior to the effective date of such sublease and in form reasonably satisfactory
to Landlord and such subtenant, an unexecuted copy of the proposed written agreement of such subtenant to the
effect that the subtenant will attom to Landlord, in Landlord's sole discretion and written request, if this Lease
terminates before the expiration of the sublease, with an executed copy of such written agreement being delivered to
Landlord not later than five (5) days after the effective date of such sublease. Tenant shall, not later than five (5)
days after the effective date of any such assignment or sublease, deliver to Landlord a certified copy of the
instrument of assignment or sublease.
10.7 ..Transfers, If Tenant is a
corporation, any transaction or series of transactions (including, without limitation, any dissolution, merger,
consolidation, acquisition or other reorganization of Tenant, or any issuance, sale, gift, transfer or redemption of
any capital stock of Tenant, whether voluntary, involuntary or by operation of law, or any combination of any of the
foregoing transactions) resulting in the transfer of control of Tenant shall be deemed to be a voluntary assignment of
this Lease by Tenant subject to the provisions of this Article X. If Tenant is a partnership or limited liability
company, any transaction or series of transactions (including, without limitation, any withdrawal or admission of a
partner or member or any change in any partner's or member's interest in Tenant, whether voluntary, involuntary or
by operation of law, or any combination of any of the foregoing transactions) resulting in the transfer of control of
Tenant, shall be deemed to be a voluntary assignment of this Lease by Tenant subject to the provisions of this
Article X. The term "control" as used in this Lease means the power to directly or indirectly direct or cause the
direction of the management and policies of Tenant, whether through the ownership of voting securities or beneficial
interests or otherwise.
ARTICLE XI
MISCELLANEOUS
11.1 Notices. All notices and other communications required or permitted hereunder shall be in writing
and shall be deemed received (i) upon receipted delivery, if sent by messenger or personal courier, (ii) one (1)
Business Day after being deposited with a nationally recognized overnight courier service, (iii) three (3) Business
Days after being deposited in the U.S. Mail, registered or certified, return receipt requested, in any case with
postage/delivery prepaid or billed to sender and sent to the address for notices set forth in the Summary or (iv) via e-
mail Either party may change its address for purposes of notice hereunder by delivering written notice thereof to
the other party in the manner set forth above
11.2 Landlord Liability. As used herein, the term "Landlord" shall mean the owner, ground lessee or
mortgagee -in -possession of the building in which the Leased Premises is located. Upon the sale or other transfer by
-14-
29
Landlord of such building or Landlord's interest therein, the transferring Landlord shall be and hereby is entirely
freed from and relieved of all obligations of Landlord accruing from and after the effective date of such transfer.
Notwithstanding anything contained herein to the contrary, Tenant expressly acknowledges and agrees that Landlord
shall have no personal liability with respect to any of the terms, covenants, conditions and other provisions of this
Lease. Tenant agrees to look solely to the estate and property of Landlord comprising the Shopping Center for the
collection of any judgment (or other judicial process) requiring the payment of money by Landlord to Tenant,
subject, however, to the rights of any Mortgagee, and no other assets of Landlord shall be subject to levy, execution
or other judicial process for the satisfaction of any judgment or settlement obtained by Tenant against Landlord.
11.3 Surrender of Premises. Upon the expiration or earlier termination of this Lease, whether by
1----_.- ............. - -
lapse of time or otherwise, Tenant shailf�i_) surrender the Leased Premises to Landlord in broom clean condition and
in the same condition as when delivered to Tenant, reasonable wear and tear excepted, subject, however, to the
provisions of Sections 4.6 and 6.11 hereof, (ii) remove any and all trade fixtures, equipment and other moveable
items owned by Tenant in the Leased Premises, and (iii) repair any damage to the Leased Premises caused by
removal of such fixtures, furnishings and equipment; provided, however, that Tenant shall not remove any plumbing
or electrical fixtures or equipment, heating or air conditioning equipment, floor coverings (including, without
limitation, wall-to-wall carpeting), walls, ceilings or any other item in the Leased Premises which may be deemed to
constitute a part of the freehold and/or leasehold estate of Landlord, nor shall Tenant remove any fixtures or
machinery (including replacements thereof) furnished or paid for by Landlord, whether directly or with the proceeds
of any tenant allowance.
11.4 Holdover. If Tenant remains in possession of the Leased Premises or any part thereof after the
.............. _—,
expiration or earlier termination of the Tenn, whether by lapse of time or otherwise. Tenant shall be deemed to be
occupying the Leased Premises from month to month at a monthly rental rate in an amount equal to (i) two (2) times
the monthly installment of Base Rent payable with respect to the last calendar month of the Term,plus (ii) one -
twelfth (1/12) of the 'Faxes payable by Tenant with respect to the last full calendar year of the Term, plus (iii) one -
twelfth (1/12) of the CAM Expenses payable by Tenant with respect to the last full calendar year of the Term,plus
(iv) the cost of any insurance Tenant is obligated to carry hereunder, unless the policies or certificates of insurance
most recently delivered to Landlord by Tenant remain in effect. Such holdover tenancy shall be subject to all other
terms and conditions of this Lease.
11.5 Q!!iet �EqjqArne!. So long as Tenant observes and performs all of its obligations under this
Lease in a timely manner, Tenant shall peaceably and quietly have, hold, occupy and enjoy the Leased Premises for
the Term, without hindrance from Landlord or any Landlord Party, except as otherwise expressly permitted
hereunder.
11.6 No Broker. Tenant represents, warrants and covenants with Landlord that, no broker, finder or
other intermediary was involved on Tenant's behalf in negotiating or consummating this Lease. Tenant shall
indemnify, defend and hold harmless Landlord and the Landlord Parties from and against any and all losses, costs,
claims, demands, actions, causes of action, proceedings, damages and other liabilities of any nature whatsoever
(including, without limitation, attorneys' fees and costs) incurred by or asserted against Landlord or any Landlord
Party as a result of any breach of the foregoing representation, warranty and covenant. Landlord shall pay the
Broker a commission pursuant to a separate agreement between Landlord and Broker
11.7 CPM,991.s. Any consent or approval required of Landlord hereunder shall be made in Landlord's
sole and unfettered discretion unless the relevant provision expressly states otherwise. With respect to any provision
of this Lease which provides or is deemed to provide that Landlord's consent or approval shall not be unreasonably
withheld or delayed, Tenant shall not be entitled to, and hereby expressly waives, any claim for damages, it being
understood and agreed by Landlord and Tenant that Tenant's sole remedy in such event shall be an action for
specific performance.
11.8 Memorandum -of Lease. Upon the request of Landlord, Tenant shall execute with Landlord a
short form lease or memorandum of lease in recordable form setting forth the Commencement Date, the Expiration
Date, any exclusive uses granted to Tenant and any other provision of this Lease deemed relevant by Landlord for
public notice, other than the specific agreements regarding payment of Base Rent, and Additional Rent.
11.9 Entire AlEtement. This Lease contains all of the agreements between Landlord and Tenant with
respect to the Leased Premises and supersedes all other agreements, written and oral, between the parties as of the
date hereof. This Lease shall not be amended or modified except by a written instrument executed by Landlord and
Tenant. This Lease and the terms, covenants and conditions hereof shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, administrators, executors, personal representatives, permitted successors
and assigns, except as may otherwise be expressly provided in this Lease.
11.10 RellatioqiUi Nothing contained in this Lease shall be deemed or construed as
creating any relationship between the parties hereto other than that of a landlord and a tenant, it being understood
and agreed that neither the method of computing Rent nor any other provision of this Lease nor any acts of the
parties hereto shall be deemed to create a partnership, joint venture, agency or any other relationship except for that
of landlord and tenant.
11.11 Severability.
eVerabL@ty_. If any term or condition of this Lease or the application thereof to any person or
circumstance is or is held to be invalid or unenforceable in any respect, the remainder of this Lease, and the
application of such term or condition to persons or circumstances other than those as to which it is held to be invalid
30
or unenforceable, shall not be affected thereby, and each term and condition of this Lease shall be valid and enforced
to the fullest extent permitted by Applicable Law,
11.12 For
. .... �E Majeure. Whenever a period of time is provided in this Lease for Landlord to do or
perform any act or thing, Landlord shall not be liable for any delay due to Force Majeure, in which event such time
period shall be extended on a day -for -day basis.
11.13 C,a tILt�ns. The Article and Section headings and captions contained in this Lease are for
convenience of reference only and shall not be deemed a part of this Lease or construed as limiting or amplifying in
any manner the provisions of this Lease to which such headings and captions relate.
11.14 Exhibits. Each Exhibit attached hereto is a part hereof.
11.15 Applicable Law. This Lease and the performance of the obligations of Landlord and Tenant
hereunder shall be governed by and construed in accordance with the internal laws of the State of Illinois.
11.16 OFAC. Tenant represents to Landlord that as of the date hereof, Tenant is not, and
promises that throughout the term of this Lease, Tenant will not become, an OFAC Prohibited Person nor
is Tenant acting as agent or nominee in connection with this transaction on behalf of an OFAC Prohibited
Person. Tenant agrees to provide Landlord at any time and from time to time during the term of this Lease
and at any time thereafter, with such information as Landlord determines appropriate to comply with the
Anti -Money Laundering Laws and similar laws and respond to requests for information concerning the
identity of Tenant's association with OFAC Prohibited Persons. If Tenant becomes an OFAC Prohibited
Person (e.g., by inclusion Tenant's name or Tenant's principal on a list maintained under the Anti -Money
Laundering Laws), Landlord shall be entitled to terminate this Lease in compliance with the Anti -Money
Laundering Laws and other applicable laws, and have the Security Deposit paid to Landlord as liquidated
damages, provided, however, that the foregoing shall not limit Tenant's obligations to indemnify
Landlord Linder this Lease, nor shall it limit Landlord's right to recover any reasonable attorneys' fees and
costs, or other remedies available to it herein which survive the termination of this Lease. Landlord
represents to Tenant that as of the date hereof, Landlord is not, and promises that throughout the term of
this Lease, Landlord will not become, an OFAC Prohibited Person nor is Landlord acting as agent or
nominee in connection with this transaction on behalf of an OFAC Prohibited Person. Landlord agrees to
provide Tenant at any time and from time to time during the term of this Lease and at any time thereafter,
with such information as Tenant determines appropriate to comply with the Anti -Money Laundering
Laws and similar laws and respond to requests for information concerning the identity of Landlord's
association with OFAC Prohibited Persons, If Landlord becomes an OFAC Prohibited Person (e.g., by
inclusion of Landlord's name or Landlord's principal on a list maintained under the Anti -Money
Laundering Laws), Tenant shall be entitled to terminate this Lease in compliance with the Anti -Money
Laundering Laws and other applicable laws, and have the Earnest Money paid to Tenant. "Anti -Money
Laundering Laws" means the USA Patriot Act of 2001, the Bank Secrecy Act, Executive Order 13324 —
Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or
Support Terrorism, and other federal laws and regulations and executive orders administered by the
United Statements Department of the Treasury, Office of Foreign Assets Control ("OFAC"), as
respectively amended, prohibiting, among other things, the engagement in transactions with, and
providing services to, certain foreign countries, territories, entities and individuals (such individuals
include specially designated nationals, specially designated narcotics traffickers and other parties subject
to OFAC sanctions and embargo programs), and such additional laws and programs administered by
OFAC that prohibit dealing with individuals or entities in certain countries regardless of whether such
individuals or entities appear on any of the OFAC lists. "OFAC Prohibited Person" means, a country,
territory, individual, entity, or organization (a) listed on, included within, or associated with, any of the
countries, territories, individuals, entities, or organizations referred to on OFAC's List of Specially
Designated Nationals and Blocked Persons or any other prohibited person list maintained by government
authorities, or otherwise included within or associated with any of the countries, territories, individuals,
entity, or organization referred to in, or prohibited by, OFAC or any other Anti -Money Laundering Laws,
or (b) that is obligated, or has any interest to pay, donate, transfer, or otherwise assign any property,
money, goods, services, or other benefits from the Membership Benefits directly or indirectly, to any
countries, territories, individuals, organizations, or entities on or associated with anyone on such list or in
the Anti- Money Laundering
11.17 WAIVER OF JURY TRIAL��E. TENANT HEREBY EXPRESSLY WAIVES ALL,
RIGHTS TO A fid;d,_Bf'JURY i_N_�ANY CLAIM, ACTION, PROCEEDING OR COUNTERCLAIM BY
EITHER LANDLORD OR TENANT AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR
IN ANY WAY CONNECTED WITH THIS LEASE ANDYOR TENANT'S USE OR OCCUPANCY OF THE
LEASED PREMISES. ANY ACTION BROUGHT BY LANDLORD OR TENANT IN CONNECTION
WITH THIS LEASE SHALL BE BROUGHT IN THE FEDERAL COURTS LOCATED IN CHICAGO,
ILLINOIS, OR STATE COURTS LOCATED IN COOK COUNTY, ILLINOIS. LANDLORD AND
TENANT CONSENT TO THE JURISDICTION OF SUCH COURTS AND EXPRESSLY WAIVE ANY
RIGHT TO HAVE SUCH ACTION TRANSFERRED FROM SUCH COURTS ON THE GROUNDS OF
IMPROPER VENUE OR INCONVENIENT FORUM.
-16-
31
[Remainder of Page Intentionally Left Blank]
-17-
W 11
IN WITNESS WHEREOF, this SHOPPING CENTER LEASE has been executed mid delivered by
Landlord and Tenant as of the date first written above,
LANDLORD:
GOLF PLAZA 11 SHOPPING CENTER, LLC.
an Illinois limited liability company
Joseph DiMucci Grantor Trust, as Manager
B�y . . .........
I soph )iMucci,
,=" �)iMn
Trih, Ile
Dated:
Exhibit A - Land
Exhibit B - Site Plan
Exhibit C - Definitions
Exhibit D - Construction Matters
Exhibit E - Landlord's Work
Exhibit F - Exclusive Uses
Exhibit G - Signago Criteria
Exhibit H - Rules and Regulations
Exhibit 1- Tenant's Insurance
-18-
TENANT:
SUNNY G Corp.
an Illinois 14=1 11-H 1115 69111poy
A P a P- A 7-1 B. -i
By:..— I
. . ........ .
M840""" GeOe6e /C/AA
AAaeoget PA ESN 4A3r
Dated:_,_,. /.d..
Y–AqAl
33
04 -I----.- /411 1-496 r. N/ U4 F-793
EXHIBIT A
LOTS 1, 2 AND 3 IN DB4UCCI'S RESUBDIVISION OF LOTS 3 THROUGH 7, BOTH
INCLUSIVE, IN X794M'S SUBDIVISION OF PART OF THE NORTHEAST 1/4 OF SECTION
14, TOWNSHIP 41 NORTH, RANGE 11. EAST OF THE THIRD PRINCIPAL ?4ERII)LkN,
ACCORDING TO THE PLAT THEREOF REGISTERED IN THE OFFICE OF THE REGISTP-,kR
Of TITLES OF COOK COUNTY, ILLINOIS ON FEBRUARY 27, 1979, AS DOCUMENT
NUMBER 3077963.
PINS; 08-14-204-022,08-14-204-023AA408-14-204-024
F,IUSERSISTliDMAS,SCOrrOlMUCCNXCHmr,MEGwLSWLm_,I wM
34
EXHIBIT A
Legal Description
35
EXHIBIT B
Site Plan
See attached
-20-
36
LE
GOLF ROAD (Rt. 58)
1111111 Hill I I
EX.HIBIT.0
Definitions
Additional_ Rent shall mean any and all amounts, other than Base Rent due and payable by Tenant to or for
the benefit
oTUndiordat any time and from time to time, pursuant to the terms and conditions of this Lease,
whether or not expressly stated to be Additional Rent.
Agreed _Current _D n1a
A �t shall mean an amount calculated on a monthly basis as follows:
(a) the sum of (i) Base Rent and Additional Rent payable from the date that the Lease, or
Tenant's right to possession of the Leased Premises, is terminated pursuant to a Termination Notice,
through and including the Expiration Date, plus (ii) all amounts due and owing to Landlord as of the date of
termination pursuant to such Termination Notice,plus (iii) expenses incurred by Landlord in reentering and
repossessing the Leased Premises, including, without limitation, all attorneys' fees and court costs incurred
by Landlord in connection therewith,plus (iv) expenses incurred by Landlord in reletting the Leased
Premises, including, without limitation, painting, altering or dividing the Leased Premises, combining the
Leased Premises with any adjacent space, repairing, protecting and preserving the Leased Premises by
placing watchmen and caretakers therein, attorneys' fees and costs, and brokerage fees, plus (v) any
expenses incurred by Landlord during the occupancy of any new tenant of the Leased Premises which are
not recovered by Landlord from such new tenant; minus
(b) any proceeds of reletting the Leased Premises actually received by Landlord.
Ar,r"q D!!4! Damages shall mean an amount equal to all Base Rent and Additional Rent payable by
Tenant to Landlord from the date of Landlord's election to accept Agreed Final Damages through the Expiration
Date, plus all Rent due and owing to Landlord by Tenant as of the date of Landlord's election.
AnnualwRg cart intentionally deleted
Applicable Law shall mean any and all laws, statutes, ordinances, rules, regulations, codes, covenants,
conditions and restrictions applicable to the person, place or circumstance in question, whether existing as of the
date hereof or hereafter enacted.
Base Rent shall mean the amounts set forth in the Summary.
Broker shall mean
Busines�� Day shall mean any day other than a Saturday, Sunday or legal holiday on which commercial
banks in
,,,,,u es,,
Illinois, . .. . .. are required or authorized to close for the conduct of regular banking business.
CAM .IAL)eqsts shall mean all costs and expenses paid or incurred by Landlord in connection with the
operation, maintenance, repair, replacement, administration and management of the Common Areas or otherwise in
providing services to the tenants and occupants of the Shopping Center, including, without limitation, license, permit
and inspection fees; electricity, gas, fuel, steam, heat, light, power, water, sewer, and other utilities; all costs, charges
and expenses incurred by Landlord in connection with any change in a Service Provider, including, without
limitation, maintenance, repair, installation and service costs associates therewith, whether or not such costs are
deemed capital in nature; management fees; expenses and overhead; administrative fees, security guards,
extermination, water treatment, garbage and waste disposal, recycling, rubbish removal, plumbing and other
services; insurance premiums and other charges for all property, earthquake, flood, loss of rental income, business
interruption, liability and other insurance relating to the Shopping Center; supplies, tools, materials and equipment;
accounting and other professional fees and expenses; maintaining and repairing the exterior walls, foundations and
roof of the Improvements, the parking and loading areas, sidewalks, landscaping, and other parts of the Shopping
Center; costs and expenses required by or resulting from compliance with any Applicable Law; and costs and
expenses of contesting by appropriate proceedings any matter concerning the management, operation, maintenance
or repair of the Shopping Center, or the validity or applicability of any law, ordinance, rule, regulation or order
relating to the Shopping Center. CAM Expenses shall not include Taxes, personal property or other taxes payable
by any particular tenant or occupant of the Shopping Center, depreciation, brokers' commissions, interest, capital
costs, or any costs incurred for goods or services provided or made available on an exclusive basis to one or more
(but less than all) tenants or occupants of the Shopping Center
Commencement Date shall have the meaning ascribed thereto in the Summary.
Common Areas shall mean and consist of all elements of the Shopping Center, whether now existing or
hereafter installed, rmodified or altered, which are not dedicated to the sole and exclusive use by Tenant or any other
tenant or occupant of the Shopping Center but are made available by Landlord for the common and joint use and
benefit of Landlord, Tenant and other tenants and occupants of the Shopping Center and their respective employees,
agents, subtenants, licensees, concessionaires, customers and invitees, including, without limitation, all areas
exterior to the demising walls of tenant spaces throughout the Shopping Center, sidewalks, corridors, risers, shafts,
lobbies, stairways, elevators, arcades, canopies, directory and directional signage, driveways, parking areas,
landscaping, plantings and materials, and electrical, plumbing, heating, ventilating, air conditioning,
telecommunication and other mechanical and utility systems, and shall include any and all additions thereto and
deletions therefrom as provided for in Sections 3.6 and 4.4 hereof
-21-
38
Completion Date shall mean the date on which Landlord's Work is substantially completed and the Leased
Premises are delivered to Tenant.
CPA shall mean an independent certified public accountant which has not acted in a professional capacity
on behalf of the party whose books, record, and/or accounts are to be reviewed or audited for a period of at least
three (3) years prior to the accounting period to be covered by such review or audit.
Default - Rate shall mean an annual rate of interest equal to the prime rate announced from time to time in
The WalfStreet'
- --" . .... ...... Street joyMal plus five percent (5%), as the same may change from time to time; provided, however, that
if such rate of interest should ever be deemed unlawful or usurious, then the "Default Rate" shall mean the
maximum legal rate which may be paid by such party.
Environmental Law shall mean and include, without limitation, any federal, state or local law, statute,
regulation, rule or ordinance, now or hereafter enacted, promulgated or issued, regulating or relating to any
Hazardous Material or pertaining to health, safety, hygiene or the environment, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601 el
seq.. the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. §6901 el seq.; the Toxic
Substances Control Act, as amended, 42 O.S.C. §7401 ei seq.; the Federal Water Pollution Control Act, as amended,
33 U.S.C. §1251 et seq.; the Federal Hazardous Materials Transportation Act, as amended, 49 U.S.C. §5101 et seq,;
and the rules, regulations and ordinances of the U.S. Environmental Protection Agency, the Illinois Environmental
Protection Agency, and any other governmental or quasi -governmental authority having jurisdiction.
Event of Default shall mean the occurrence of any one or more of Che following:
(a) If Tenant shall fail to pay any installment of Rent, or any other amount required to be
paid by Tenant hereunder, within five (5) days after the same shall become due and payable,
(b) If Tenant shall fail or refuse to take possession of the Leased Premises on the Completion
Date;
(c) If Tenant shall vacate the Leased Premises prior to the expiration or earlier termination of
the Term, or abandon the Leased Premises, or shall permit the Leased Premises to be unoccupied and/or
unattended for more than three (3) consecutive days;
(d) If Tenant or any Guarantor shall make an assignment for the benefit of creditors;
(e) If Tenant or any Guarantor shall generally not pay its debts as they become due;
(0 If Tenant or any Guarantor shall file or acquiesce to a petition seeking an order for relief
in any court (whether pursuant to any state or federal statute or common law) in any bankruptcy,
reorganization, liquidation, composition or insolvency proceedings;
(g) If Tenant or any Guarantor shall make an application for, or acquiesce to, tile
appointment of a United States trustee, examiner, receiver or other custodian for it or all or any portion of
its property, or if any other person or entity shall make such an application without Tenant's or such
Guarantor's acquiescence and such application is not dismissed, discontinued or vacated within thirty (30)
days;
(h) If any petition is filed against Tenant or any Guarantor (whether pursuant to any state or
federal statute or common law) seeking reorganization, liquidation or insolvency proceedings and such
petition is not dismissed, discontinued, or vacated within thirty (30) days;
(i) If Tenant assigns this Lease or any interest of Tenant herein, or subleases all or any part
of the Leased Premises, in contravention of Article X hereof-, or
0) If Tenant shall fail to perform or observe any of its other obligations under this Lease and
such failure shall continue for a period of twenty (20) days, or for such longer or shorter period of time as
may be expressly provided in this Lease as to any particular obligation.
Exgiratian Date shall have the meaning ascribed thereto in the Summary.
Extension Notice shall have the meaning ascribed thereto in Section 1.4(a) hereof.
Extension A!
ion 0 on shall have the meaning ascribed thereto in Section 1.4 hereof.
.
......... . . . -----
Extension Term shall have the meaning ascribed thereto in Section 1.4 hereof.
...... ............. .
Force Majeure shall have the meaning ascribed thereto in Section 1.7 hereof.
Gross Sales Intentionally Deleted,
Guarantor, shall mean any person or entity who guarantees the payment of Rent and/or the performance of
Tenant's obligations under this Lease.
-22-
39
Hazardous Material shall mean and include, without limitation, any and all petroleum based products,
pesticides, paints and solvents, polychlorinated biphenyls, lead, cyanide, DDT, acids, ammonium compounds and
other chemical products, asbestos, and any other material or substance defined or designated as hazardous, special
waste, toxic or similar term by any Environmental Law.
Improvements shall have the meaning ascribed thereto in the first Recital and shall include any and all
additions thereto or deletions therefrom as provided for in Section 4.4 hereof.
Land shall have the meaning ascribed thereto in the first Recital and shall include any and all additions
thereto or deletions therefrom as provided for in Section 4.4 hereof.
Landlord, shall mean the party identified as such in the introduction of this Lease and such party's
successors and assigns, subject, however, to the provisions of Section 11 .2 hereof.
Landlord Parties shall mean Landlord's officers, directors, shareholders, partners, members, employees,
agents, contractors, ground lessors, mortgagees and any other party claiming by, through or under Landlord, but
expressly excluding Tenant, any Tenant Party, and any other tenant or occupant of the Shopping Center.
Landlord's,_ Work shall mean the leasehold improvements to be constructed by Landlord with respect to
the Lease7d�rei��s;-e—s.a'-s'-more particularly described on Exhibit E attached hereto and made a part hereof.
Lease shall mean this Shopping Center Lease, including the Summary, as the same may from time to time
be amended, modified, and/or restated.
Leased Premises shall have the meaning ascribed thereto in Section 1.2 hereof.
MaterialCasuals shall have the meaning ascribed thereto in Section 6.1 hereof.
... .—
M,onthlye Lort Intentionally Deleted.
_4A _
Mortgage shall mean any mortgage, deed of trust, trust deed, ground lease or other security interest at any
time granted by Landlord at any time to any Mortgagee and placed against the Shopping Center or any part thereof
which includes the Leased Premises.
Mortgagee shall mean any lending institution or other person or entity who at any time holds a Mortgage
against the Shopping Center or any part thereofwliicli includes the Leased Premises.
Permitted Ex e it o shall mean, collectively, (i) all matters of public record as of the Commencement
D -aiii .................... . . . ... K- I Ps
Date, (ii) use restrictions and/or limitations affecting the Shopping Center as of the Commencement Date which,
if not of public record, have been disclosed to Tenant by Landlord, (iii) Taxes, (iv) any and all Mortgages, and (v)
any and all other matters superior to the interest of Tenant in and to the Shopping Center or any part thereof of
which Tenant has notice.
Permitted Use shall mean the use of the Leased Premises for the purpose(s) set forth in the Summary, and
for no other purpose.
Preliminan Plaps shall have the meaning ascribed thereto in Exhibit -D hereof.
Prorata Share shall mean a percentage obtained by dividing the total rentable square footage ofthe Leased
Premises by the total rentable square footage of the Shopping Center. The initial Prorata Share may be changed
from time to time in the event of a change in the total rentable square footage of the Shopping Center as
contemplated by the provisions of Section 4.4 hereof or in the event of a change in the total rentable square footage
ofthe Leased Premises.
Relocated Premises shall have the meaning ascribed thereto in Section 1.4(b) hereof.
Relocation Costs shall have the meaning ascribed thereto in Section 1.4(b) hereof.
Relocation Notice shall have the meaning ascribed thereto in Section 1.4(b) hereof.
Rent shall mean, collectively, Base Rent, Percentage Rent and Additional Rent, together with all other
amounts due and payable by Tenant to Landlord pursuant to the terms and conditions of this Lease.
Rent Commencement Date shall mean the date set forth in the Summary.
Security Nl!qjt shall mean the amount set forth in the Summary.
............................ .. 1
Service Provider shall mean any company which provides one or more utilities to the Shopping Center.
Shopping Center shall mean, collectively, the Land and the Improvements identified by its common name
and address in the Summary.
-23-
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Site Plan shall have the meaning ascribed thereto in the first Recital, together with any and all additions
thereto and deletions therefrom as provided for in Section 4.4 hereof.
Summm.y shall mean the Summary of Lease Terms of even date herewith executed by Landlord and
Tenant and incorporated into this Lease by this reference.
Su �rvivi t)bli aatiaIs shall mean any and all obligations under this Lease which expressly provide for
survival of the expiration or earlier termination of the Term.
Tar get Date shall have the meaning ascribed thereto in the Summary.
Taxes shall mean all taxes, assessments, excises, levies, fees and charges (and any tax, assessment, excise,
levy, fee or other charge levied in lieu thereof, in whole or in part, or as a substitute therefor or in addition thereto)
of every kind and description, general or special, ordinary or extraordinary, foreseen or unforeseen, secured or
unsecured, whether or not now customary or within the contemplation of Landlord and Tenant, that are levied,
assessed, charged, confirmed or imposed by any public or governmental authority on or against, or otherwise with
respect to, the Shopping Center or any part thereof or any personal property used in connection therewith, and costs
and expenses of contesting by appropriate proceedings the amount or validity of any of the foregoing, with respect
to the Term or any part thereof. Taxes shall not include net income (measured by the income of Landlord from all
sources or from sources other than solely rent) or franchise taxes of Landlord.
Tenant shall mean the party identified as such in the introduction to this Lease and such party's heirs,
administrators, personal representatives, and permitted successors and assigns.
Tenant Parties shall mean Tenant's officers, directors, shareholders, partners, members, employees,
agents, contractors, subtenants, licensees, concessionaires, customers, guests, invitees, and any other person or entity
claiming by, through or under Tenant.
Tenant's Work shall have the meaning ascribed thereto in Section 1.6 hereof.
Term shall have the meaning ascribed thereto in Section 1.3 hereof.
Termination Notice shall have the meaning ascribed thereto in Section 9.2 hereof.
-24-
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EXHIBIT D
Construction Matters
Prior to the commencement of Tenant's Work, Tenant shall deliver or cause to be delivered to Landlord a
preliminary set of drawings, plans and specifications for Tenant's Work (the "Preliminary Plans"). Landlord shall
have a period often (10) Business Days after receipt thereof to approve the Preliminary Plans, and any objections of
Landlord with respect thereto shall be communicated to Tenant within said ten (10) Business Day period. If the
changes proposed by Landlord are acceptable to Tenant, then Tenant shall cause such changes to be incorporated
into the Preliminary Plans and deliver a revised set of the Preliminary Plans to Landlord for approval within ten (10)
days after receipt of Landlord's proposed changes. If the changes proposed by Landlord are not acceptable to
Tenant, Tenant shall so notify Landlord within five (5) days after receipt of the proposed changes, and Landlord and
Tenant shall thereafter have a period of thirty (30) days to resolve their differences and reach agreement regarding
changes to the Preliminary Plans. If such differences have not been resolved within said thirty (30) day period, then
either party shall have the right to terminate this Lease by delivering written notice thereof to the other within ten
(10) days after expiration of said thirty (30) day period. If this Lease is not so terminated, then the Preliminary Plans
shall be revised as proposed by Landlord and such revised Preliminary Plans shall be submitted to the appropriate
governmental authorities for approval in accordance with the provisions of Applicable Law; provided, however, that
in no event shall Tenant incorporate into the Preliminary Plans any material changes proposed by governmental
authorities, or any changes which would be inconsistent with the aesthetics of the Shopping Center, without the prior
approval of Landlord. If Landlord refuses to consent to any mandatory changes to the Preliminary Plans required by
governmental authorities, then Tenant may terminate this Lease and neither party shall have any further rights,
obligations or liabilities hereunder other than the Surviving Obligations. The Preliminary Plans, after incorporating
such changes as may be agreed to by Landlord, Tenant and the relevant governmental authorities, are hereinafter
referred to as the "Final Plans". A copy of the Final Plans shall be delivered to Owner on or before the
Commencement Date, and Tenant shall not make or approve any material changes to the Final Plans without the
prior written approval of Landlord.
Tenant's Work shall not be commenced unless and until Landlord issues a written authorization to proceed.
Tenant shall cause Tenant's Work to be conducted in a timely, diligent, good and workmanlike manner, in
accordance with the Final Plans and all Applicable Laws, free and clear of all liens and encumbrances and using
only new and good grades of materials. All of Tenant's Work shall be performed by a general contractor licensed to
do business in the State of Illinois and County of Cook pursuant to a written no -lien construction contract in form
and substance acceptable to Landlord, a copy of which shall be delivered to Landlord prior to the commencement of
Tenant's Work together with a list of all subcontractors, suppliers and materialtrien performing all or any part of
Tenant's Work. Either Tenant or the general contractor shall provide to Landlord prior to the commencement of
Tenant's Work a performance and completion bond in an amount and form reasonably satisfactory to Landlord
covering all of the costs of constructing Tenant's Work, including, without limitation, costs for permits, licenses and
other soft costs related to the performance of Tenant's Work. At the request of Landlord, the entire amount to be
paid for Tenant's Work shall be deposited in and disbursed through a construction escrow with a title company
acceptable to Landlord, all costs and expenses of which shall be the sole responsibility of Tenant. Payments from
the construction escrow shall be made only to the general contractor pursuant to sworn contractors' and owners'
statements, a copy of each of which shall be delivered to and approved by Landlord prior to disbursement of any
such payment. The final payment shall not be made to the general contractor unless and until Tenant delivers (or
causes the general contractor to deliver) to Landlord, at Tenant's sole cost and expense, a final lien waiver covering
all costs of the construction of Tenant's Work and, at the request of Landlord, a title report or other evidence
satisfactory to Landlord showing that no liens or claims for liens have been filed against the Shopping Center or any
part thereof as a result of or in connection with 'Tenant's Work. Prior to commencement of Tenant's Work, Tenant
shall deliver to Landlord evidence of builders' risk and similar insurance required by and satisfactory to Landlord in
connection with the construction of Tenant's Work.
-25-
42
-Tenant to take space "AS -IS".
EXHIBIT E
Landlord's Work
-26-
43
EXHIBIT F
Exclusive Uses
-27-
44
W
EXHIBIT G
Sign Criteria
GENERAL
1.1 This Exhibit shall govern the design, construction and installation of all signs to be installed by the
Tenant at any time in conjunction with the provisions of the Lease to which this Exhibit is
attached. Landlord shall make all final and controlling determinations concerning any questions
of interpretation of any provision of this Exhibit,
1.2 It is intended that the signing of stores in the Shopping Center shall be designed and executed in a
manner to result in an attractive and coordinated total effect. Lettering shall be well proportioned,
and its design, spacing and legibility shall be a major criterion for approval.
1.3 Tenant shall be required to identify the Leased Premises by erecting two (2) signs which shall be
attached directly to the building fascia and canopy soffit, respectively, as hereinafter described.
Where the Leased Premises is a comer store, the Tenant may install a fascia sign on each fascia
when the parallel lease frontage exceeds fifteen (15) feet, and the criteria shall govern each
frontage respectively,
1.4 Landlord shall supply and install a uniform identification sign oil the Tenant's service door at the
Tenant's expense. Tenant shall not post any additional signs in the service area.
1.5 The content of Tenant's identification signs shall be limited to the store name and shall not include
crests, shield, logo or names of items for sale.
1.6 All lines of lettering shall run horizontally,
1.7 All letters shall be tipper case or lower case block type letters of combinations thereof. Script shall
not be allowed, except as the Landlord shall otherwise determine.
1.8 Moving, rotating, flashing, noise -making or odor -producing signs, shall not be allowed.
1.9 The names, stamps or decals of manufacturers of installers shall not be visible except for technical
data (if any) required by governing authorities.
1.10 All signs shall be fabricated and installed by a single company selected by competitive bidding as
determined by the Landlord. Tenant shall order signs from and make payment directly to the sign
company.
1.11 Signs shall be mounted and located as determined by the Landlord and shown on the Landlord's
Tenant Sign Location Drawing.
CRITERIA FOR BUILDING FASCIA SIGNS
2.1 Letters shall be individual and individually mounted to the fascia material with minimum practical
sized, non -corrosive, concealed fastenings weather -sealed at the point of fascia penetration.
2.2 Length of signs shall be limited to forty percent (40%) of the Leased Premises frontage except as
otherwise provided in this Exhibit. The assigned position for each Tenant sign shall be as close to
a center -of -frontage location as possible subject to allowance for positioning comer store signs
and suitable space between adjacent tenant signs, as determined by the Landlord and shown on the
Landlord's Tenant Sign Location Drawing.
23 The principle base of all sign letters shall be aligned on a base line located as determined by the
Landlord for each Tenant sign and shown on the Landlord's Tenant Sign Location Drawing.
2.4 The maximum height and maximum total area of letters shall be limited as shown in the following
chart. Total area of letters shall be computed on the basis of a single rectangle enclosing all sign
letters. Total area permitted shall be computed as one square foot of sign surface area for each one
foot(]') of business site frontage up to a minimum of one hundred twenty (120) square feet of
sign surface area.
Leas F
.!
Total,.
Up to 15 feet
24"
15 SF
Up to 20 feet
24"
20 SF
Up to 22.5 feet
24"
22.5 SF
Up to 30 feet
24"
30 SF
Up to 90 feet
30"
90 SF
Up to 200 feet
60"
150 SF
-28-
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over 200 feet 70" 150 SF
2.5 Letters shall be of minimum practical depth. Maximum depth shall be 8-1/2".
2.6 Letters shall be channel type formed of steel or aluminum back and sides with porcelain or baked
enamel exterior finish to match Standard Dark Bronze. Open end of the channel shall be glazed
with a color to be approved by LandITrcF__'_
2.7 Sign letters shall be self -illuminated. Internal and backlit illumination shall be provided by neon -
type tubing with wiring and transformers concealed behind the fascia construction. Electrical
penetrations of the fascia shall be of minimum practical size and number, non -corrosive,
concealed and weather -scaled at point of fascia penetration. Landlord shall provide an access
panel in the canopy soffit to the sign wiring area.
III. CRITERIA FOR CANOPY SOFFIT SIGNS
3.1 Landlord may establish a design for a standard canopy soffit sign (if permitted by Landlord) with
space for Tenant identification of standard size and color. Signs shall be double-faced with single -
face area not exceeding an area of 2.5 square feet.
3.2 All canopy soffit signs if required by Landlord shall be fabricated and installed by a single sign
company selected by competitive bidding as determined by the Landlord. Tenant shall order sign
from and make payment directly to the sign company.
IV, CRITERIA FOR STORE FRONT SIGNS
4,1 Tenant may install not more than a total of one identification sign on the doors, windows or
sidewalk returns of the storefront. Signs shall be non -illuminated, shall not exceed 4" in height
and letters shall be either painted, or cut from self -adhering vinyl fabric.
4.2 Tenant shall not apply any other signs to the interior or exterior face of the storefront glass or other
material.
V APPROVAL OF LOCAL GOVERNMENTAL AUTHORITIES
5.1 Tenant shall be responsible for complying with all Applicable Laws governing the installation and
maintenance of signs of governmental authorities having jurisdiction of the Leased Premises.
Application for necessary permits and the payment of fees shall be directed to the appropriate
governmental authorities at Tenant's sole cost and expense.
V1. PROCEDURE AND SCHEDULE FOR COMPLETION OF SIGN DRAWINGS
6.1 Prior to awarding a contract for fabrication and installation, Tenant shall submit reproducible
drawings and specifications, including samples of materials and colors, for all its proposed
building fascia, canopy soffit and storefront sign work. The drawings shall clearly show location
of sign and indicate graphics color, materials, construction and attachment details. Landlord shall
return one (1) set to Tenant with its required modification and/or approval.
6.2 Tenant shall not be allowed to open for business without approved required signs in place. Failure
to open for this reason shall not excuse the Tenant from the performance of its obligations under
the Lease.
-29-
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EXHIBIT H
EXHIBIT —1
Rules and Regulations
I Tenant shall keep the show windows in the Leased Premises and permitted illuminated signs well -lighted
during any hours when the Leased Premises are open for business during each and every business day of
the Term.
2. Tenant shall not obstruct walkways, entrances, passages, courts, corridors, vestibules, halls and stairways in
or adjoining the Leased Premises. Walkways, stone vestibules or common areas shall not be used for any
purpose other than ingress to and egress from the Leased Premises. Tenant shall not use the walkways,
store vestibules or common areas in the Leased Premises for business purposes, nor keep or display any
merchandise thereon.
3. Tenant shall not install any sign or signs on the outside of the exterior wall or roof ofthe Leased Premises
without first obtaining the written consent of the Landlord, which consent (as to Tenant's primary
storefront identification sign) shall not be unreasonably withheld provided said sign complies with all
applicable laws, ordinances, and regulations, as well as Landlord's sign criteria for the Shopping Center.
4. In advertising or other publicity pertaining to the Leased Premises, Tenant shall use the address of the
Leased Premises as the address of the business conducted on the Leased Premises.
5. Tenant shall not place any objects on the ledges or other parts of the exterior of the Leased Premises, not
permit anything to be thrown or dropped from the roof or windows of the Leased Premises.
6. Tenant shall have full responsibility for protecting the Leased Premises and the property located therein
from theft and robbery, and shall keep all doors, windows and transoms securely fastened when not in use.
7. Blinds, shades, awnings (except awning frames), window ventilators and other similar equipment visible
from outside of the Leased Premises shall be installed by Tenant only with the prior written approval of
Landlord.
8. Tenants shall not install or maintain machinery or mechanical devices in the Leased Premises without the
prior written consent of Landlord, unless otherwise permitted elsewhere in the Lease.
9. Tenant shall not use any space in the Leased Premises for living quarters, whether temporary or permanent.
10. Tenant shall not keep on the Leased Premises flammables, such as gasoline, kerosene, naphtha and benzine,
or explosives, or any other articles of an intrinsically dangerous nature.
11. Tenant shall not place unsightly objects against glass partitions, windows or doors.
11 Tenant shall not place any radio or television antenna, loud -speakers or similar devices on the roof or
exterior of the Leased Premises.
13. Tenant shall keep the Leased Premises free and clear from rodents, bugs and vermin. Tenant shall use, at
Tenant's cost, such pest extermination contractor as Landlord may direct and at such intervals as Landlord
may require.
14. Tenant shall not bum any trash of any kind in the Leased Premises. All garbage and refuse shall be kept in
the kind of container specified by Landlord and the local municipality. Tenant shall pay the cost of
removal of any of Tenant's refuse or rubbish.
15. Tenants shall not use any loud -speakers, or similar noise -making devices in its advertising in a manner to
be heard outside the Leased Premises.
16. Tenant shall not make or permit any objectionable noise or odor to emanate from the Leased Premises or
do anything therein tending to create or maintain a nuisance. Tenant shall not disturb, solicit or canvass
anyone or any entity within the Shopping Center or do any act tending to injure the reputation of the
Shopping Center.
IT The plumbing facilities within the Leased Premises shall not be used for any other purpose than that for
which they are constructed and no foreign substance of any kind shall be thrown therein. The expense of
any breakage, stoppage or damage resulting from a violation of this provision shall be home by Tenant if
Tenant or any of its employees, agents or invitees shall have caused such breakage, stoppage or damage.
18. All deliveries and shipments into and out of the Leased Premises, including the loading and unloading of
any merchandise, supplies, fixtures, furniture or other articles, shall be done only at such times and using
only such entrances as are designated in writing from time to time by Landlord and then any movement of
any such item or items through the Leased Premises shall only be along such routes as are designated in
writing by Landlord from time to time. All damage done to the Leased Premises or any other part of the
Shopping Center by moving or maintaining any such furniture, freight or other articles shall be repaired by
or at the direction of Landlord and at Tenant's sole cost and expense.
-30-
47
19. Tenant shall not sell any merchandise from a vending machine or allow any coin or token operated vending
or gaining machine or other device of any sort on the Leased Premises.
20. Tenant shall not conduct auction, fire, bankruptcy or "going out of business" sales in or about the Leased
Premises.
No sign, advertisement, notice, placard, name insignia, trademark, descriptive material, ornamentation,
decoration or display of any kind or nature (other than Tenant's merchandise, together with price tags of a
modest and tasteful size, character and design) shall be affixed upon, or within 48 inches of, the interior
side of any perimeter door or window to the Leased Premises such that it is visible from the exterior of the
Leased Premises, without first obtaining Landlord's prior written consent thereto. No flashing or moving
illuminated signs shall be placed anywhere in the Leased Premises which are visible from the exterior of
the Leased Premises without first obtaining Landlord's prior written consent thereto. Landlord shall have
the right, after reasonable notice to Tenant, without any liability to Tenant, to immediately remove any
items from the Leased Premises which are not in compliance herewith.
22. Tenant shall be responsible for the observance of these Rules and Regulations by Tenant's employees,
agents, clients, customers, invitees, guests, and all other Tenant Parties.
23. Tenant and Tenant's employees shall park their cars or other vehicles only in those portions of the parking
area of the Shopping Center designated for that purpose by Landlord Tenant shall furnish vehicle license
numbers for all of its vehicles as well as those of its employees within five (5) days of taking possession
and shall thereafter notify Landlord of any changes in said license numbers within five (5) days of their
occurrences. Landlord may fine Tenant if any of such vehicles are parked Outside of the designated area.
24. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant
or tenants, but no such waiver by Landlord shall be construed as a waiver of these Rules and Regulations in
favor of any other tenant or tenants nor prevent Landlord from thereafter enforcing any such Rules and
Regulations against any or all of the tenants of the Shopping Center.
25. Landlord reserves the right to make such other rules and regulations as in its judgment may from time to
time be needed for the safety, care and cleanliness of the Shopping Center and for the preservation of good
order therein,
48
EXHIBIT I
Tenant's Insurance
Insurance coverage to be maintained by Tenant:
(a) Comprehensive General Liability Insurance, with contractual liability endorsement
relating to the Leased Premises and its appurtenances, on an occurrence basis with a minimum single limit
of One Million and No/I 00 dollars ($1,000,000.00);
(b) Fire and Lightning, Extended Coverage, Vandalism and Malicious Mischief in an amount
adequate to cover the replacement cost of all personal property, decorations, trade fixtures, furnishings,
equipment, leasehold improvements and betterments, alterations, and all contents oftbe Leased Premises;
(c) Business Interruption Insurance in an amount adequate to cover at least six (6) months of
Rent with resect to the Leased Premises; and
(d) such other insurance as Landlord may reasonably require Tenant to carry with respect to
the Leased Premises and the operation of Tenant's business.
If it becomes customary for shopping center tenants to provide liability insurance policies with coverage limits
greater than the minimum amount set forth above, then Tenant shall, within thirty (30) days after receipt of written
notice from Landlord, obtain such additional coverage and provide evidence thereof to Landlord in the manner
required tinder Paragraph 3 hereof. Landlord shall not require such an increase in coverage more often than once
each five (5) year period during the Term.
2. Tenant shall keep all plate glass in the Leased Premises insured against all risks in such amount as
may be acceptable to Landlord.
3. All insurance required hereunder shall be written by one or more insurance companies satisfactory
to Landlord and licensed to do business in the State of Illinois, with Landlord and any Mortgagee identified by
Landlord named as additional insureds (other than with respect to any workers' compensation insurance). Tenant
shall obtain a written obligation on the part of each insurance company to notify each additional named insured at
least thirty (30) days prior to any change in or cancellation of such insurance. Each policy, or a duly executed
certificate of such policy, shall be delivered to Landlord prior to the Commencement Date, and renewal or
replacement policies or certificates shall be delivered to Landlord at least thirty (30) days prior to the expiration of
the policy being renewed or replaced. Each insurance policy required hereunder shall include a clause or
endorsement waiving the insurer's right of subrogation; provided, however, that if such waiver is not obtainable at a
reasonable cost, then Tenant shall notify Landlord of the cost of such waiver and Landlord may, but shall not be
obligated to, pay such additional cost. If Landlord does not elect to pay such additional cost, then the waiver of
subrogation shall not be required and the provisions of Section 5.2 of the Lease shall be null and void.
-32-
49
GUARANTY
IN CONSIDERATION of the execution and delivery of the foregoing Shopping Center Lease by Golf Plaza II
Shopping Center, L.L.C., as Landlord, and Sunny G Corp- as Tenant, the undersigned, _George Lin
—
Kim ("Guarantor"), having a principal place ofbiisiness at 1050 S Elmhurst Rd. Mt. Prospect, IL 60056, does
hereby guarantee to Landlord, its successors and assigns the payment or Rent and all other amounts payable by
Tenant under the terms and conditions of the Least and the performance by Tenant of all of Tenant's covenants and
agreements in the Lease. Guarantor hereby expressly waives notice of all defaults, and hereby waives all suretyship
defenses. Guarantor agrees that the waiver of any rights Landlord may have against Tenant arising out of defaults
by Tenant under the Lease shall not in any way modify or release the obligations of Guarantor.
This Guaranty shall be effective as to the Lease and any and all modifications and/or amendments thereof,
whether or not Guarantor is a party thereto or otherwise approves or acknowledges the same. This Guaranty shall
inure to the benefit of Landlord and its heirs, legal representatives, successors and assigns, and shall be binding upon
the Guarantor and its heirs, legal representatives, successors and assigns.
IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed and delivered as of the
day of October 2021.
Ry:
George Lin Kim
-33-
50
NNY 'i CORP
November 27, 2021
Village of Mount Prospect
Community Development Dept
50 S. Emerson St.
Mount Prospect, IL 60056
RE: 1050 South Elmhurst Rd., Mount Prospect, IL
Response to Conditional Use Standards
Dear Sir or Madam,
2,01 Peregrine tone, Hawthorn Woods, IL 60047
Tek 847-774-217 Fay,°, ZZ_Q.
I�rra�ad�.
Below are the comments to the Response for Conditional Use Standards:
1. 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;
Comment: The proposed Day Spa business repurposes and continues an existing business.
The proposed Day Spa will not be detrimental to, or endanger the public health, safety,
morals, comfort, or general welfare.
2. 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;
Comment: The proposed Day Spa will not redevelop the existing vacant building in a way
to 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. The proposed Day Spa does not plan to alter
the building's exterior.
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;
Comment: The proposed Day Spa will not impede the normal and orderly development
and improvement of the surrounding property for uses permitted in the district.
4. That adequate public utilities, access roads, drainage and/or necessary facilities have been
or will be provided;
Comment: The existing building is adequately served by essential public facilities and
services through property access from the major intersection, on 900+ car parking in the
51
NNY 'i CORP
2,01 Peregrine tone, Hawthorn Woods, IL 60047
Tek 847-774-217 Fay,°, ZZ_Q.
I�rra�aii.
front, and municipal services. Staff does not feel that the proposed Day Spa will alter the
existing service of this property.
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;
Comment: The proposed Day Spa will have plenty of parking and over 10 shopping center
access off the major intersection. Staff feels that the proposed parking and access to the site
is sufficient during normal operations.
6. That the proposed conditional use is not contrary to the objectives of the current
Comprehensive Plan for the Village;
Comment: The proposed Day Spa continues an existing business in the same vacant
building, which helps to achieve the goal of the Comprehensive Plan to foster and improve
commercial developments. This proposal can also provide another asset to the community
through the promotion of cultural diversity, which the Comprehensive Plan strives to
preserve and foster.
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.
Comment: The proposed Day Spa will comply and 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.
Sincerely,
George Kim / President
52
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MINUTES OF THE REGULAR MEETING OF THE
PLANNING & ZONING COMMISSION
CASE NO. PZ -24-21 Hearing Date: January 27, 2022
PROPERTY ADDRESS: 1050 South Elmhurst Road
PETITIONER: Sunny G Corp
PUBLICATION DATE: January 12, 2022
REQUEST: CU — Massage Therapy Establishment
MEMBERS PRESENT: William Beattie
Lisa Griffin
Walter Szymczak
Joseph Donnelly
MEMBERS ABSENT: Donald Olsen
Thomas Fitzgerald
Norbert Mizwicki
STAFF MEMBERS PRESENT: Connor Harmon —Senior Development Planner
Antonia Lalagos — Development Planner
INTERESTED PARTIES: George S Kim
Chairman Donnelly called the meeting to order at 7:01 PM. Commissioner Beattie made a motion
seconded by Commissioner Griffin to approve the minutes from the Planning and Zoning Commission
meeting on December 9, 2021. The minutes were approved 4-0.
Chairman Donnelly introduced case PZ -24-21: 1050 South Elmhurst Road, a request for a conditional use
permit to operate a massage therapy establishment at the subject property. The Village Board's decision
is final for this case.
Ms. Lalagos described the existing conditions of the subject property. She reported that the previous
tenant at 1050 South Elmhurst Road was a massage therapy establishment, the former business closed
at the end of 2020, and the space has remained vacant to present day. Ms. Lalagos stated that the
subject property meets off-street parking requirements for shopping centers between 30,000 and
150,000 square feet, and that additional parking will not be required for this conditional use. She
relayed the petitioner's proposal to operate a massage therapy establishment with business hours listed
as seven days per week from 9 AM to 9 PM. Ms. Lalagos reported the petitioner's business plan to
operate as a day spa with hair styling, massage, bodywork, and skin care services provided by three
employees. She stated that the petitioner intends to use the existing floorplan and has not proposed
interior or exterior remodeling at the subject property. Ms. Lalagos noted that the petitioner has
submitted a business license application and a massage therapy addendum according to the
requirements of Village Code Chapter 11, Article 39 for Massage Establishments.
Planning & Zoning Commission Meeting — January 27, 2022 PZ -24-21
56
Ms. Lalagos reported that staff found that the proposal meets the conditional use standards and
recommends approval of the following motion:
"A conditional use permit to operate a massage therapy establishment at 1050 South Elmhurst Road."
Ms. Lalagos stated that the Village Board's decision is final for this case.
Chairman Donnelly swore in the petitioner, George S Kim of 201 Peregrine Lane in Hawthorn Woods.
Mr. Kim reported that his wife wanted to open a day spa, so they looked in the Mount Prospect area for
vacant spaces. He said over a year ago he and his wife noticed a vacant storefront at Golf and Elmhurst,
so they contacted the agent. Mr. Kim said at the time, the space had been vacant for six months. He
noted there was a lot of work to be done but it was the perfect setting and location for what they
wanted to do. Mr. Kim stated he and his wife pursued the property for some time and finally at the end
of 2021 they were able to secure the space. He reported that the business license procedure was new to
him, but with staff's help he was able to get everything submitted. Mr. Kim reported that to this day he
and his wife are still cleaning and getting the place ready.
Chairwoman Griffin asked the petitioner to describe the services they will offer.
Mr. Kim stated that his wife is a licensed cosmetologist and massage therapist with the State of Illinois.
He said the layout by the previous owner was perfect for their services, which will include hairstyling,
skin care, body waxing, and massage therapy sessions. Mr. Kim stated that their focus is not on massage
therapy but on the overall day spa; the space has locker rooms, and totally separate men's and women's
sides with a steam room and sauna. He noted that the layout of the location was more than what they
initially imagined for their business but they were excited to turn this into a total day spa for their
clientele.
Chairman Beattie asked if the space is turnkey and set up to go as -is.
Mr. Kim replied yes, except for a lot of cleaning. He noted that for over a year and a half the space was
sitting collecting dust, and they had to scrub the floors many times.
Hearing no further comments or questions, Chairman Donnelly closed the hearing and asked for a
motion. Commissioner Beattie made a motion seconded by Commissioner Szymczak to approve the
following motion:
"A conditional use permit to operate a massage therapy establishment at 1050 South Elmhurst Road."
UPON ROLL CALL AYES: Beattie, Szymczak, Griffin, Donnelly
NAYS: None
The motion was approved by a vote of 4-0, with a positive recommendation to the Village Board for the
scheduled meeting on February 1, 2022.
Planning & Zoning Commission Meeting — January 27, 2022
PZ -24-21
57
Commissioner Beattie made a motion seconded by Commissioner Griffin and the meeting was
adjourned at 7:12 PM.
Antonia Lalagos
Development Planner
Planning & Zoning Commission Meeting — January 27, 2022
PZ -24-21
58
201 Peregrine tone, Hawthorn ids, IL 60,047
Tek 7-774-72« 1 Fac ZR
Email: gkWRftMqdaM
January 27, 2022
William I Cooney, AICP
Director of Community Development
Village of Mount Prospect
50 S. Emerson St.
Mount Prospect, IL 60056
Via email: bcooney@mountprospect.org
Dear Mr. Cooney,
The Planning & Zoning Commission recommended approval of our Massage Therapy
Establishment by a 4 - 0 vote. Our request is scheduled to go before the Village Board for the
ordinance's first reading on February 1, 2022.
We are requesting that the Village Board waive the second reading, tentatively scheduled for
February 15, 2022, and take final action at the February I st meeting because we are anxious to
open our business as soon as possible.
I appreciate your assistance in facilitating this request. Should you have any questions, feel free to
contact us at 847-774-2121.
Sincerely,
George Kim
1050 South Elmhurst Rd., Mount Prospect, IL 60056
59
ORDINANCE NO.
AN ORDINANCE GRANTING A CONDITIONAL USE PERMIT TO OPERATE A MASSAGE THERAPY
ESTABLISHMENT AT
1050 SOUTH ELMHURST ROAD, MOUNT PROSPECT, ILLINOIS
WHEREAS, Sunny G. Corp. ("Petitioner'), has filed a petition for a Conditional Use to operate a
massage therapy establishment at 1050 South Elmhurst Road ("Property') and legally described as:
LOTS 1, 2 AND 3 IN DIMUCCI'S RESUBDIVISION OF LOTS 3 THROUGH 7, BOTH INCLUSIVE, IN
JUHNKE'S SUBDIVISION OF PART OF THE NORTHEAST 1/4 OF SECTION 14, TOWNSHIP 41 NORTH,
RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF
REGISTERED IN THE OFFICE OF THE REGISTRAR OF TITLES OF COOK COUNTY, ILLINOIS ON
FEBRUARY 27, 1979, AS DOCUMENT NUMBER 3077963.
Property Index Numbers: 08-14-204-022-0000
08-14-204-023-0000
08-14-204-024-0000; and
WHEREAS, the Petitioner proposes to operate as a day spa with hair styling, massage, bodywork and
skincare services using the existing floorplan;
WHEREAS, a Public Hearing was held on the request for a Conditional Use permit being the subject of
PZ -24-21 before the Planning and Zoning Commission of the Village of Mount Prospect on the 27th day
of January, 2022, pursuant to proper legal notice having been published in the Daily Herald
Newspaper on the 121h day of January, 2022; and
WHEREAS, the Planning and Zoning Commission has submitted its findings and recommendations to
the President and Board of Trustees in support of the request being the subject of PZ -24-21; and
WHEREAS, the President and Board of Trustees of the Village of Mount Prospect have given
consideration to the request herein and have determined that the same meets the standards of the
Village and that the granting of the proposed Conditional Use permit would be in the best interest of
the Village.
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE
OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS ACTING IN THE EXERCISE OF THEIR HOME RULE
POWERS:
SECTION ONE: That the recitals set forth hereinabove are incorporated herein as findings of fact by
the President and Board of Trustees of the Village of Mount Prospect.
SECTION TWO: The President and Board of Trustees of the Village of Mount Prospect grant a
Conditional Use permit to operate a massage therapy establishment.
SECTION THREE: This Ordinance shall be in full force and effect from and after its passage, approval
and publication in pamphlet form in the manner provided by law.
AYES:
NAYS:
PASSED and APPROVED this 1st day of February, 2022.
Paul Wm. Hoefert
Mayor
ATTEST:
Karen M. Agoranos
Village Clerk