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2007-0051/31/2007 0 ORDINANCE NO. 2007 - 5 0 AN ORDINANCE APPROVING A SPECIAL USE IN THE INDUSTRIAL DISTRICT VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS The Sports Academy Northwest, LLC 355. Hastings Drive Chevy Chase Business Park West WHEREAS, the Village of Buffalo Grove is a Home Rule Unit by virtue of the Illinois Constitution of 1970; and, WHEREAS, the real property legally described in EXHIBIT A ( "Property ") attached hereto is zoned in the Industrial District pursuant to Ordinance No. 97 -82; and, WHEREAS, 351 Hastings LLC is the owner of the Property; and, WHEREAS, The Sports Academy Northwest, LLC. (hereinafter referred to as the "Petitioner ") proposes to lease a space of 23,991 square feet at 355 Hastings Drive for the purpose of operating a facility for sports training, including volleyball and baseball, and; WHEREAS, said recreational facility requires approval as a special use in the Industrial District; and, WHEREAS, the proposed facility would be developed and operated in accordance with and pursuant to the following exhibits: EXHIBIT A Legal Description EXHIBIT B Petitioner's Acceptance and Agreement concerning special use EXHIBIT C The Sports Academy Northwest Program Overview (one page, not dated) EXHIBIT D Site data sheet (one page, not dated) 0 Pa • EXHIBIT E Site plan (11 x 17 inches, not dated) EXHIBIT F Floor plan (81/2x14 inches, not dated) EXHIBIT G Parking analysis (one page, not dated) EXHIBIT H Parking analysis spreadsheet (one page, 8%2x14 inches, not dated) WHEREAS, notice of the public hearing concerning the petition for approval of the Special Use was given and the public hearing was held by the Buffalo Grove Plan Commission; and, WHEREAS, the Plan Commission determined that the criteria for a Special Use as set forth in Section 17.28.040 of the Village's Zoning Ordinance have been met and development of the Property as proposed would be compatible with adjacent properties; and, WHEREAS, the President and Board of Trustees after due and careful consideration have concluded that the development of the Property on the terms and conditions herein set forth would enable the Village to control development of the area and would serve the best interests of the Village. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS: Section 1. This ordinance is made pursuant to and in accordance with the Village's Zoning Ordinance, Development Ordinance and the Village's Home Rule powers. The preceding Whereas clauses are hereby made a part of this Ordinance. Section 2. The Corporate Authorities hereby adopt a proper, valid and binding ordinance approving a special use for operation of a sports training facility pursuant to EXHIBITS C, D, E, F, G and H for the Property legally described in EXHIBIT A attached hereto, subject to the following conditions: A. The special use zoning approval does not become effective until The Sports Academy Northwest, LLC executes a lease for the space at 355 Hastings Drive, and provides a copy of said fully executed lease to the Village. B. If said fully executed lease is not provided to the Village by April 1, 2007, the Village may, in its sole discretion, void the special use approval. C. The special use is granted to The Sports Academy Northwest, LLC, does not run with the land, and is not assignable. D. The Petitioner shall submit the executed Petitioner's Acceptance and Agreement attached hereto and incorporated herein as Exhibit B by April 1, 2007. E. The facility shall be used for individual and team training as represented in the Exhibits hereto presented by the Petitioner. The facility shall not be used for large group activities, including but not limited to, award dinners and sports combines. Section 3. This Ordinance shall be in full force and effect upon the submittal of the fully executed lease and the executed Petitioner's Acceptance and Agreement as set forth in Section 2 of this Ordinance. This Ordinance shall not be codified. AYES: 4 — Braiman, Berman, Trilling, Hartstein NAYS: 0 — None ABSENT: 3 — Glover, Kahn, Rubin PASSED: February 5, 2007 APPROVED: February 5, 2007 ATTEST: APP V D: illage Clerk ELLIOTT HARTSTEIN, Village President E • 0 EXHIBIT A Legal Description The Sports Academy Northwest, LLC 355 Hastings Drive Chevy Chase Business Park West SUBJECT PROPERTY LEGAL DESCRIPTION: Lot 2 of the Missner Hastings Subdivision, being a subdivision of part of the north 1/z of the southwest 1/a of Section 34, Township 43 North, Range 11 East of the Third Principal Meridian, in the Village of Buffalo Grove, in Lake County, Illinois. SUBJECT PROPERTY COMMON DESCRIPTION: 355 Hastings Drive, Buffalo Grove, IL PIN: 15 -34- 315 -031 RR011' : FAQ; HO. Feb. 1-3 2007 11= :.38AM P? EXHIBIT B Tke Sports Academy Northwest, LLC 3" Rastit V Drive Ckevy Cbme Busing park West 1. 77 7 - ,7 Ali. 1__ il-i_ ' The Sports Ac nay Northwest, LLC data hMby aooept artd aVvm to 4bide by and be bound by eaalx of the tMs, conditions WW liutitatims so fourth in Oed& No. 2007» 05 duty passed and approved by the Vi1ige of Buffalo Grave, EL graft the special uw cot forth in said Ordinance. The Spouts Academy Northwest, LLC ackwW1e40a that it b8s resd And a deitstands all ofthe terms and provisions of said Buda Grove Ordiname No. 2007- 05, and does hereby acknowledge and consent to each and all of the provisions, ructions, od Conditions of said Ordinance. TXSA + Ncrith LLC le The undersigmd owner acknowledges that it l3as read and undcrstauds all of the terms and provisions of said Rufto Urove Ordinance No. 2007, 05, Owner, 351 U d 6 v c��o..t J7rc SUBLEASE AGREEMENT This Sublease Agreement (the "Sublease ") is made and entered into as of the 16th day of February, 2007, by and between BANNER PLUMBING SUPPLY COMPANY, INC., an Illinois corporation ( "Sublessor "), and THE SPORTS ACADEMY NORTHWEST, LLC, an Illinois limited liability company ( "Sublessee ") (Sublessor and Sublessee are hereinafter sometimes collectively referred to as the 'Parties "). WITNESSETH RECITALS: WHEREAS, Sublessor, as tenant, and HASTINGS BUILDING LLC, as successor to 351 HASTINGS LLC, as successor to HD, L.L.C., as landlord ( "Lessor "), have heretofore entered into a certain Lease Agreement, dated on or about July 1, 1999, ( "Lease ") as amended by — that certain Amendment to Industrial Space Lease entered into during the month of October, 2003, ( "First Amendment "), and further amended by that certain Second. Amendment to Industrial Space Lease dated February 24, 2004 ( "Second Amendment" and together with the First Amendment and Lease shall collectively be referred to herein as the "Master Lease "), providing for the leasing of certain space, totaling approximately 52,433 rentable square feet, and improvements therein, known as 353 -355 Hastings Drive, Buffalo Grove, Illinois and more particularly described in the Master Lease (collectively the 'Premises ") for a lease term commencing on July 1, 1999 and terminating on September 30, 2009; and WHEREAS, Sublessor desires to sublease a portion of the Premises to Sublessee, and Sublessee desires to sublease a portion of the Premises from Sublessor, upon the terms and subject to the conditions hereinafter set forth. COVENANTS: NOW, THEREFORE, in consideration of the foregoing Recitals, the payment of Ten Dollars ($10.00) by Sublessee to Sublessor, the occupancy of the Premises by Sublessee pursuant to the terms hereof, the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby covenant, acknowledge, represent and agree as follows: 1. TERM /SUBLEASED PREMISES/PARKING SPACES. Sublessor hereby subleases a portion of the Premises to Sublessee, and Sublessee hereby subleases approximately 23,991 square feet of the Premises from Sublessor, to be used for an athletic training facility and general office purposes, as depicted on the floor plan attached hereto as Exhibit A ( "Subleased Premises "), for a term commencing on March 1, 2007, (the "Commencement Date ") and expiring on September 30, 2009, (the "Expiration Date "), or on such later date or earlier date upon which said term may expire or terminate pursuant to any of the conditions of limitation or other provisions of the Master Lease or this Sublease. The full term of this Sublease shall be referred to herein as the "Sublease Term." Except as provided below, Sublessee and Sublessor agree that no extension rights or renewal options have been granted to Sublessee. The Parties hereto contemplate that (i) provided Sublessee has delivered to Sublessor the required Security Deposit and first month's rent and (ii) provided Sublessor has vacated the Subleased Premises, as detailed in Paragraph 3, below, then Sublessee may take possession of the Subleased Premises on February 20, 2007 ( "Move in Date "). Provided that Sublessee is not in default hereunder, Sublessee shall peaceably and quietly, have, hold, and enjoy the Subleased Premises, subject to the provisions of the Master Lease governing Sublessor's right of possession. Sublessor hereby agrees that it shall give Sublessee notice, within twenty -four (24) hours of receiving notice of any claim, event or circumstance that would cause the Sublease to be terminated. Sublessee shall have the right to use up to twenty -four (24) parking spaces. The parking spaces shall not be designated for Sublessee's exclusive use. 2. RENT. Sublessee shall pay Sublessor, at Sublessor's address as set forth herein paragraph 18, or as directed from time to time pursuant to Sublessor's written notice to Sublessee: (a) Base Rent ( "Rent ") as follows: 3/1/07 through 2/29/08 $9,996.25 per month 3/1/08 through 2/28/09 3/1/09 through 9/30/09 (b) Additional Rent $11,995.50 per month $13,994.75 per month (i) Real Estate Taxes. Sublessee shall pay to Sublessor, as Additional Rent (the "Additional Rent "), Sublessee's Proportionate Share of all real estate taxes which may be levied or assessed by any lawful authority against the Premises in excess of the real estate taxes assessed for the year 2006, which are payable in 2007 (i.e., a base year of 2006). An accounting to include a copy of the paid tax bills and the calculation of Sublessee's share, shall be made promptly after receipt by Sublessor of such tax bills for each year at which time Sublessee shall pay any additional real estate taxes due (which obligation shall survive the expiration or termination of this Sublease). In any event, upon notice by Sublessor, Sublessee shall pay any additional real estate taxes due within thirty (30) days after receipt of said notice. Sublessor shall have the same rights and remedies for Sublessee's failure to pay real estate taxes as Sublessor has for Sublessee's failure to pay Rent. The defined terms used herein shall have the same meaning as set forth in the Master Lease. Sublessee's Proportionate Share is 46 %. (ii) Operating Expenses. Sublessee shall pay to Sublessor, as Additional Rent (the "Additional Rent "), Sublessee's Proportionate Share of all operating expenses incurred with regard to operating the Premises in excess of the operating expenses incurred for the year 2006, (i.e., a base year of 2006). An accounting to include the calculation of Sublessee's share, shall be made on a monthly basis at which time Sublessee shall pay any additional operating expenses due (which obligation shall survive the expiration or termination of this Sublease). In any event, upon notice by Sublessor, Sublessee shall pay any additional operating expenses due within seven (7) days after receipt of said notice. Sublessor shall have the same rights and remedies for Sublessee's failure to pay operating expenses as Sublessor has for Sublessee's failure to pay Base Rent. The defined terms used herein shall have the same meaning as set forth in the Master Lease. Sublessee's Proportionate Share is 46 %. Sublessee shall be responsible for the payment of its own utility expenses separately metered to the Subleased Premises. (c) Sublessee shall pay to Sublessor, in equal monthly installments, the Rent in effect from time to time, on or before the first day of each full calendar month during the Sublease Term. In the event the Sublease Term commences or expires on any day other than the first or last day of a month, respectively, then the Rent for such a month shall be paid for the fraction of the month during which a portion of the Sublease Term exists. Notwithstanding the above referenced schedule, the Parties hereto hereby acknowledge that if Sublessor has not delivered the Subleased Premises to Sublessee, on or before the Move -in Date, the rental schedule shall be adjusted and rent shall be prorated according to the actual delivery date. 3. SECURITY DEPOSIT. Contemporaneously with the execution of this Sub- lease, Sublessee has delivered to Sublessor a security deposit (the "Security Deposit ") in the amount of Nineteen Thousand Nine Hundred Ninety -Two and 501100 Dollars ($19,992.50). The Security Deposit shall be held by Sublessor as security for the payment by Sublessee of all sums required to be paid by Sublessee hereunder, and for the due and faithful performance by Sublessee of all of the other terms, provisions, covenants and conditions of this Sublease, and may be applied, at Sublessor's option towards the curing of any default (as such term is defined in Section 15 of this Sublease) without limiting Sublessor's right to pursue any and all other rights and remedies available to it against Sublessee. In the event the Security Deposit shall not be utilized for any of the purposes set forth herein, the same shall be returned by Sublessor to Sublessee, without the payment of any interest thereon, within thirty (30) days following termination or expiration of the term of this Sublease, whether by lapse of time or otherwise, provided the outstanding balance of Rent, if any, have been paid to Sublessor in full. Should all or any part of the Security Deposit, be applied by Sublessor in accordance with the terms hereof to the curing of any Default, Sublessee immediately shall pay Sublessor a sufficient sum in cash to restore the Security Deposit to its Sublease amount. 4. ASSIGNMENT: SUBLETTING. Sublessee will not sublet the Subleased Premises, or any portion thereof, or assign this Sublease in whole or in part, for collateral purposes or otherwise,. or permit use or occupancy of the Subleased Premises, or any portion thereof, by others without the prior written consent of Sublessor in each instance being first obtained, which consent may not be unreasonably withheld. In the event Sublessor shall consent to any specific assignment, subletting, or occupancy, such consent shall not be construed as relieving Sublessee from any liability under this Sublease or from responsibility for obtaining Sublessor's prior written consent to any further assignment, subletting or occupancy. 5. REFERENCE TO MASTER LEASE; SUBORDINATION• ESTOPPEL. Sublessee hereby acknowledges that it has received and fully reviewed a copy of the Master Lease. Sublessee further acknowledges and agrees that this Sublease is, and at all times shall be, expressly subject and subordinate to the Master Lease, and all present or future (i) ground and underlying leases of all or any portion of the Subleased Premises, (ii) mortgages or trust deeds which affect all or any portion of the Subleased Premises, (iii) advances under such mortgages or trust deeds and (iv) renewals, modifications, replacements and extensions of any such lease, mortgage or trust deed. Sublessee furthermore hereby agrees to fully adhere to and comply with all applicable provisions of the Master Lease; provided that, notwithstanding any other provision of this Sublease, Sublessee shall only be responsible for the Subleased Premises and shall not have duplicative obligations under She Master Lease and this Sublease. Upon the request of Sublessor, Sublessee shall execute and deliver, within ten (10) days after receipt of the request, such certificates of subordination and estoppel as reasonably may be requested by Sublessor, or Lessor under the Master Lease, to evidence the subordination set forth above and provide information concerning the status of this Sublease. Sublessor represents to Sublessee that to the best of its knowledge, Sublessor is not in default under any of the material terms contained in the Master Lease and all payments required to be made by Sublessor have been made to Lessor. 6. INDEMNIFICATION. Sublessee hereby indemnifies and agrees to defend and hold Sublessor and Lessor harmless from and against any and all costs, claims, actions, damages, demands, expenses (including attorney's fees), injuries, judgments, liabilities, losses and suits, suffered, sustained or incurred by Sublessor and Lessor in connection with or as a result of any accident, act or omission, claim, hazard, injury, violation of any health, fire, zoning, building or safety code, ordinance or regulation including, without limitation, the Americans with Disabilities Act, death or damage to person or property arising, directly or indirectly, in whole or in part, out of the business conducted in, or the use or occupancy of the Subleased Premises, by Sublessee or its licensees, servants, agents, employees or contractors, or occurring in, on or about the Premises or Subleased Premises, or any portion thereof, or arising, directly or indirectly, in whole or in part, from any act or omission of Sublessee or its licensees, servants, agents, employees or contractors or the breach or default by Sublessee of any term, provision, covenant, or condition contained in the Master Lease or this Sublease. The scope of this indemnification shall, at Sublessor's option, include, but not be limited to, defending or resisting, with attorneys satisfactory to Sublessor, any action, suit, claim or proceeding that may be filed, instituted or brought against Sublessor or to which Sublessor may be made a parry, which is covered in the foregoing indemnification. In addition, Sublessee also hereby indemnifies Sublessor and Lessor and agrees to defend and hold Sublessor and Lessor harmless from and against any and all actions, claims, costs, damages, demands, expenses (including attorneys' fees), injuries, judgments, liabilities, losses and suits of any and every kind, whatsoever paid, sustained, suffered or incurred, including all foreseeable and all unforeseeable damages arising out of or in connection with, or as a direct or indirect result of, Sublessee's or its agents', suppliers', guests', employees', invitees' or contractors' use, manufacture, generation, storage, disposal, release or presence, on or under the Premises or the Subleased Premises, or Sublessee's or its agents', suppliers', guests', employees', invitees' or contractors' transportation to, across, or from the Premises or the Subleased Premises, of any hazardous material (as defined herein), or the escape, seepage, leakage, spillage, discharge, emission, discharging or release of any hazardous material from the Premises or Subleased Premises, caused by Sublessee or its agents', suppliers', guests', employees', invitees' or contractors'. As used herein, the term "hazardous material" shall mean petroleum or any fraction thereof, natural gas, liquefied synthetic gas, any mixture of natural and synthetic gas, and asbestos, and any material defined as "hazardous substances," "hazardous waste," "hazardous constituents, „„ solid waste, "" hazardous materials, "" extremely hazardous waste, „ or "toxic substances,” or words of similar meaning or import in any federal, state or local statute, rule or regulation, as they may be amended, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of -1980, as amended, 42 U.S.C. Section 9601, et sea., and the Hazardous Materials Transportation Act, 49 U.S.C. Section 6901 et se q., and in the regulations adopted and publications promulgated pursuant to said laws (the "Environmental Laws "). 7. INTENTIONALLY OMITTED. MAINTENANCE AND REPAIR. (a) With respect to the Subleased Premises, Sublessee agrees to do the following at its sole cost and expense:. (i) Make all repairs necessitated by the negligence of or abuse by Sublessee, its agents and employees; (ii) Make all repairs to the interior of the Subleased Premises necessary to keep them in good condition, excepting reasonable wear and tear; and (iii) Comply with all rules and regulations governing the use and occupation of the Subleased Premises now existing or hereafter promulgated by Sublessor or Lessor. Sublessor hereby agrees to provide a copy of such rules, if any, to Sublessee. 9. LATE CHARGES. If Sublessee fails to make any payment of Rent or Additional Rent hereunder when due, Sublessee shall pay, and be liable to Sublessor for interest on any such delinquent amount, calculated at the rate of twelve percent (12 %) per annum or the highest rate permitted by law, whichever is higher, from and after the due date of said payment until paid in full, without regard to whether Sublessor has incurred or paid any late charges or penalties under the Master Lease. 10, CONDITION AND USE OF SUBLEASED PREMISES. SUBLESSEE ACKNOWLEDGES THAT AS OF THE MOVE IN DATE, IT HAS FULLY INSPECTED THE SUBLEASED PREMISES, THAT IT IS SATISFIED WITH THE CONDITION THEREOF AND THAT IT IS TAKING THE SUBLEASED PREMISES IN AN "AS IS" CONDITION. Except as provided herein and as provided in Paragraph 11 (b), below, no promise of Sublessor to alter, remodel or improve the Subleased Premises, or any portion thereof, and no repre- sentation respecting the condition of the Subleased Premises, or its compliance with the Americans with Disabilities Act, has been made by Sublessor or any employee, agent or representative of Sublessor to_ Sublessee. Sublessee's taking of possession of the Subleased Premises shall constitute an unconditional acceptance by it of the condition thereof. Notwithstanding any provision of the Master Lease to the contrary, Sublessee hereby agrees that the Subleased Premises shall at all times be used and occupied for an athletic training facility and for general office purposes and for no other use or purpose whatsoever. Notwithstanding anything contained in this Sublease to the contrary, Sublessor shall, for a period of thirty (30) days, commencing on the Move in Date, repair, if necessary, any of the existing mechanical, plumbing, electrical and HVAC servicing the Subleased Premises, provided Sublessee did not take any action or inaction which would cause the necessity of those repairs. Subsequent to the expiration of the thirty (30) day period, Sublessee shall be solely responsible for the maintenance, repair and replacement of the mechanical, plumbing, electrical and HVAC servicing the Subleased Premises. Provided Sublessor utilizes maintenance agreements for the maintenance, repair and replacement of the mechanical systems servicing the Premises, then Sublessee shall reimburse Sublessor, on a monthly basis, for its Proportionate Share of the cost of the maintenance agreements. 11. ALTERATIONS; IMPROVEMENTS. (a) Sublessor acknowledges that Sublessee desires to make certain alterations and improvements to the Subleased Premises. Prior to making any alterations or improvements, Sublessee shall provide Sublessor with its proposed plans for Sublessor's consent, which shall not be unreasonably withheld. Sublessee shall complete all such alterations and improvements in a good and workmanlike manner in accordance with all applicable laws and regulations and at Sublessee's sole cost and expense. Sublessee shall provide Sublessor with all appropriate lien waivers, demonstrating that all costs and expenses incurred by Sublessee have been paid in full by Sublessee and no liens will attach to the Premises. Sublessee contemplates installing volleyball poles in the Leased Premises and shall be responsible, upon the expiration of the term of this Sublease, to remove the poles and repair all holes, resulting therefrom, to Sublessor's satisfaction. (b) Sublessor shall, at its cost, provide the following improvements to the Subleased Premises: (i) Construct separation walls necessary to demise the Subleased Premises from the Premises; and (ii) Cause the existing plumbing, electrical and HVAC systems to be separated in order to independently service the Subleased Premises; and (iii) Close the existing pass - through and provide repairs necessary to maintain required fire rating standards. 12. INSURANCE. (a) - Liability and Property Damage Insurance. Sublessee shall, at its sole cost and expense, obtain and maintain in effect during the Sublease Term, with a reputable and financially sound company reasonably acceptable to Sublessor and-Lessor, comprehensive general liability of $3,000,000 and property damage /casualty insurance for the Subleased Premises of $1,000,000 insuring Sublessee (and naming Lessor, Sublessor and the holder of any mortgage or trust deed on the Subleased Premises as additional insureds, with a severability of interest endorsement) for each occurrence. The aforesaid insurance policy shall not be subject to cancellation except after at least thirty (30) days prior written notice to Sublessor, Lessor and the holder of any mortgage or trust deed on the Subleased Premises. An original certificate of insurance evidencing coverage, or at Sublessor's request, original duplicate insurance policies, in compliance with this Paragraph 12 shall be deposited with Sublessor simultaneously with the execu- tion of this Sublease, and Sublessee shall deliver to Sublessor original certificates of renewal or replacement policies or original duplicate insurance policies, if requested, not less than thirty (30) days prior to the expiration of any such insurance coverage. (b) Sublessee agrees that it shall pay any increase in Lessor's or Sublessor's insurance premiums caused by Sublessee's occupancy of the Subleased Premises. 13. WAIVER OF CLAIMS. Sublessee hereby waives any claim which may arise against Lessor or Sublessor during the Sublease Term for any loss or damage to any of Sublessee's property or the property of any of its agents, employees or invitees, located upon or constituting a part of the Subleased Premises, or for any liability relating to personal injury or death in or about the Subleased Premises which loss, damage or liability is covered by valid and collectible fire and extended coverage, personal property or public liability coverage under insurance policies. Inasmuch as the aforesaid waiver will preclude the assignment of any such claim by way of subrogation or otherwise to an insurance company or any other person, Sublessee agrees to give each insurance company which has issued fire and extended coverage, personal property, property or public liability coverage, written notice of the terms of said waiver immediately and shall have said insurance policies properly endorsed with a waiver of subroga- tion. Evidence of said waiver shall be forwarded to Sublessor upon request. 14. COMPLIANCE WITH LAWS; NO ABATEMENT. (a) Sublessee shall, throughout the Sublease Term, at Sublessee's sole cost and expense, promptly comply or cause compliance with, and in any event shall not commit any act or omission within Sublessee's control which would result in any breach or violation of, any and all laws including, without limitation, the Americans with Disabilities Act, as applicable to the Subleased Premises. (b) Except as expressly provided in the Master Lease, no abatement, diminution or reduction in Rent or any other charges required to be paid by Sublessee shall be claimed by or allowed to Sublessee for any reason whatsoever, including but not limited to any inconvenience or interruption, cessation, or loss of business caused directly or indirectly by any present or future Laws including, without limitation, the Americans with Disabilities Act, or by priorities, rationing or curtailment of labor or materials, or by war, civil commotion, strikes or riots, or any manner of thing resulting therefrom, or by any other cause or causes beyond the control of Sublessor or Sublessee, nor shall this Sublease be affected by any such causes; and no diminution in the amount of the space used by Sublessee caused by legally required changes in the construction, equipment, fixtures, motors, machinery, operation or use of the Subleased Premises shall entitle Sublessee to any abatement, diminution or reduction of the rent or any other charges re- quired to be paid by Sublessee pursuant to the terms of this Sublease. 15. DEFAULT.— For purposes of this Sublease, the notice requirements and Sublessee's cure periods for a default shall be the same as those provided in the Master Lease with respect to a default by the Sublessee thereunder. If Sublessee shall default in the fulfillment of any of its covenants and agreements set forth herein, and Sublessee shall fail to cure the default within the applicable cure period, such failure shall constitute an Event of Default, and Sublessor shall have the same rights and remedies with respect to such Event of Default as provided to Landlord under the Master Lease. In addition to the foregoing, and not in limitation thereof Sublessor shall have the right, but shall not be obligated, to cure any breach or default of Sublessee under this Sublease, upon providing at least three (3) business days written notice to Sublessee, and any and all costs incurred by Sublessor in connection with the curing any such breach or default, together with interest at the rate of twelve percent (12 %) per annum or the highest rate permitted by law, whichever is higher, calculated from the date of payment thereof by Sublessor to the date of reimbursement thereof from Sublessee to Sublessor, shall become immediately due and payable to Sublessor. In the event Sublessor fails to make any required payment to Lessor, then Sublessee may, at its election and with Lessor's consent, make all payments required to be made pursuant to the terms of this Sublease Agreement directly to Lessor and with the consent of Lessor, remain in the Subleased Premises. 16. NON - WAIVER. Failure of Sublessor to declare any default immediately upon occurrence thereof, or delay in taking any action in connection therewith, shall not waive such default, but Sublessor shall have the right to declare any such default at any time and take such action in law or in equity, as might be lawful or authorized hereunder. No waiver by Sublessor of a default by Sublessee shall be implied, and no express waiver by Sublessor shall affect any default other than the default specified in such waiver and then only for the time and extension therein stated. All rights and remedies specifically granted to Sublessor herein, shall be cumulative and not mutually exclusive. 17. SURRENDER. Upon expiration of the Sublease Term hereof, or if, at any time prior to expiration of the term this Sublease shall be terminated as a result of the Sublessee's default hereunder or otherwise, Sublessee shall immediately quit and surrender up to. Sublessor possession of the Subleased Premises, and all of Sublessor's furnishings and items of property therein, in a broom -clean condition and in good order and repair, ordinary wear and tear excepted, and Sublessee shall remove all of its property therefrom, and at the option of and upon written notice from Sublessor, any alterations or improvements made by or on behalf of Sublessee. Sublessee's obligation to observe or perform this covenant shall survive the expiration or termination of this Sublease. 18. NOTICES. Any notice required or permitted hereunder shall be in writing and shall be given by personal delivery or three (3) days after deposit in the U.S. mail, by certified or registered mail, postage prepaid, return receipt requested, addressed to the parry to receive same at the address of such party shown below or such other address as such parry may, by notice, hereafter furnish to the other; If to Sublessor: If to Sublessee: With Copy to Lessor: 19. REAL ESTATE BROKERS. Each of Sublessor and Sublessee represent and warrant to each other that it has not dealt with any real estate broker, agent or salesperson in connection with this Sublease, except Equis and Cushman & Wakefield of Illinois, Inc., (the "Brokers "). Sublessor hereby agrees that Sublessor shall pay the Brokers for services rendered in connection with the negotiation and execution of this Sublease. Sublessee shall indemnify and hold Sublessor harmless from and against all claims of all real estate brokers, agents and salespersons claiming any compensation in connection with this Sublease by, through or under Sublessee, except the Brokers, and Sublessor shall indemnify and hold Sublessee harmless -from and against all claims of all real estate brokers, agents and salespersons claiming any compensation in connection with this Sublease by, through or under Sublessor. 20. MISCELLANEOUS. (a) This Sublease constitutes the entire agreement of the Parties relative to the subject matter hereof, and all prior negotiations, conversations, representations, agreements and understandings are specifically merged herein and superseded hereby. This Sublease may be modified only by a written instrument executed by the Parties hereto. This Sublease is the result of the prior negotiations, conversations, representations, agreements and understandings of the Parties and is to be construed as the jointly prepared product of the Parties. (b) The terms and provisions of this Sublease shall inure to the benefit of and shall be binding upon the Parties and their respective successors, representatives and assigns (subject to the provisions of Paragraph 4 hereof). (c) In the event of a conflict between the terms of this Sublease and the terms of the Master Lease as to and between the Parties hereto, the terms of this Sublease shall control. (d) Time is of the essence of this Sublease. (e) This Sublease shall be construed in accordance with and governed by the laws of the State in which the Subleased Premises are located. (f) The paragraph headings used in this Sublease have been inserted for convenience and reference only and should not be construed to limit or restrict the terms and provisions, covenants and conditions hereof. (g) If any term or provision of this Sublease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Sublease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each remaining term and provision of this Sublease shall be valid and be enfiarced to the fallest extent permitted by law. (h) This Sublease and any modifications or amendments thereof shall not take effect and be binding upon Sublessor until Sublessor obtains the approval or consent of the Lessor under the Master Lease, IN WITNESS WHEREOF, the Parties have executed this Sublease as of the date set forth above, SUBLESSOR: BANNER PLUMBING SUPPLY INC.. an Illin i corporation By: Name: Title: Ulm ei(e,skda,,+ Date: ?'tz) APPROVAL. LESSOR: HASTfNGS,,BUILDING LLC, an By: Name: 1 71 V, 11'� 414Z'o iel Title. Date: SUBLESSEE: The Sports Academy Northwest, LLC an Hlinw* limited liability ipany By: Name. MX, Z C A . 9R N,1- A Title: e- Date: Y ,2 o '� .20 0 7 t2. PERSONAL GUARANTY We, the undersigned, jointly and severally, guaranty each and every term, provision and condition contained in that certain Sublease, of which this Guaranty is attached, dated February lb, 2007, between Banner Plumbing Supply Company, Inc., Sublessor, and The Sports Academy Northwest, LLC, Sublessee, and that the undersigned guarantors, shall pay all of the Sublessor's expenses, including reasonable attorney's fees, incurred by Sublessor and Lessor in enforcing said obligations or incurred by Sublessor and Lessor in enforcing this personal guaranty. Dated: February 17, 2007 M { rignola ell i g , Pasquale rignola Buck Black EXHIBIT A SUBLEASED PREMISES a STATE OF ILLINOIS) ss. COUNTY OF COOK ) CERTIFICATE I, Janet M. Sirabian, certify that I am the duly elected and acting Village Clerk of the Village of Buffalo Grove, Cook and Lake Counties, Illinois. I further certify that on February 5, 2007, the Corporate Authorities of the Village passed and approved Ordinance No. 2007 -05 entitled: An Ordinance Approving a Special Use in the Industrial District Village of Buffalo Grove, Cook & Lake Counties, Illinois, The Sports Academy Norhtwest LLC, provided by its terms that it should be published in pamphlet form. The pamphlet form of Ordinance No. 2007 -05, including the Ordinance and a sheet thereof, was prepared, and a copy of such Ordinance was posted in and at the Village Hall commencing on February 5, 2007 and continuing for at least ten days thereafter. Copies of such Ordinance were also available for public inspection upon request in the Office of Village Clerk. Dated at Buffalo Grove, Illinois, this 6th day of February, 2007. Villa Clerk By 1/31/2007 ORDINANCE NO. 2007 - 5 AN ORDINANCE APPROVING A SPECIAL USE IN THE INDUSTRIAL DISTRICT VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS The Sports Academy Northwest, LLC 355 Hastings Drive Chevy Chase Business Park West WHEREAS, the Village of Buffalo Grove is a Home Rule Unit by virtue of the Illinois Constitution of 1970; and, WHEREAS, the real property legally described in EXHIBIT A ( "Property ") attached hereto is zoned in the Industrial District pursuant to Ordinance No. 97 -82; and, WHEREAS, 351 Hastings LLC is the owner of the Property; and, WHEREAS, The Sports Academy Northwest, LLC. (hereinafter referred to as the "Petitioner ") proposes to lease a space of 23,991 square feet at 355 Hastings Drive for the purpose of operating a facility for sports training, including volleyball and baseball, and; WHEREAS, said recreational facility requires approval as a special use in the Industrial District; and, WHEREAS, the proposed facility would be developed and operated in accordance with and pursuant to the following exhibits: EXHIBIT A Legal Description EXHIBIT B Petitioner's Acceptance and Agreement concerning special use EXHIBIT C The Sports Academy Northwest Program Overview (one page, not dated) EXHIBIT D Site data sheet (one page, not dated) 2 EXHIBIT E Site plan (11 x 17 inches, not dated) EXHIBIT F Floor plan (8%2x14 inches, not dated) EXHIBIT G Parking analysis (one page, not dated) EXHIBIT H Parking analysis spreadsheet (one page, 81/2x14 inches, not dated) WHEREAS, notice of the public hearing concerning the petition for approval of the Special Use was given and the public hearing was held by the Buffalo Grove Plan Commission; and, WHEREAS, the Plan Commission determined that the criteria for a Special Use as set forth in Section 17.28.040 of the Village's Zoning Ordinance have been met and development of the Property as proposed would be compatible with adjacent properties; and, WHEREAS, the President and Board of Trustees after due and careful consideration have concluded that the development of the Property on the terms and conditions herein set forth would enable the Village to control development of the area and would serve the best interests of the Village. ` NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS: Section 1. This ordinance is made pursuant to and in accordance with the Village's Zoning Ordinance, Development Ordinance and the Village's Home Rule powers. The preceding Whereas clauses are hereby made a part of this Ordinance. Section 2. The Corporate Authorities hereby adopt a proper, valid and binding ordinance approving a special use for operation of a sports training facility pursuant to EXHIBITS C, D, E, F, G and H for the Property legally described in EXHIBIT A attached hereto, subject to the following conditions: A. The special use zoning approval does not become effective until The Sports Academy Northwest, LLC executes a lease for the space at 355 Hastings Drive, and provides a copy of said fully executed lease to the Village. B. If said fully executed lease is not provided to the Village by April 1, 2007, the Village may, in its sole discretion, void the special use approval. C. The special use is granted to The Sports Academy Northwest, LLC, does not run with the land, and is not assignable. D. The Petitioner shall submit the executed Petitioner's Acceptance and Agreement attached hereto and incorporated herein as Exhibit B by April 1, 2007. E. The facility shall be used for individual and team training as represented in the Exhibits hereto presented by the Petitioner. The facility shall not be used for large group activities, including but not limited to, award dinners and sports combines. Section 3. This Ordinance shall be in full force and effect upon the submittal of the fully executed lease and the executed Petitioner's Acceptance and Agreement as set forth in Section 2 of this Ordinance. This Ordinance shall not be codified. AYES: 4 — Braiman, Berman, Trilling, Hartstein NAYS: 0 — None ABSENT: 3 — Glover, Kahn, Rubin PASSED: February 5, 2007 APPROVED: February 5, 2007 ATTEST: t illage Clerk ELLIOTT HARTSTEIN, Village President F 11 EXHIBIT A Legal Description The Sports Academy Northwest, LLC 355 Hastings Drive Chevy Chase Business Park West SUBJECT PROPERTY LEGAL DESCRIPTION: Lot 2 of the Missner Hastings Subdivision, being a subdivision of part of the north 1/2 of the southwest I/4 of Section 34, Township 43 North, Range 11 East of the Third Principal Meridian, in the Village of Buffalo Grove, in Lake County, Illinois. SUBJECT PROPERTY COMMON DESCRIPTION: 355 Hastings Drive, Buffalo Grove, IL PIN: 15 -34- 315 -031 FROM' FAX, t 10. Feb. 13 200 ; 1 2 : 3RiM P2 EXHIBIT R The Sports Ataderay Northwest, LLQ 355 kings Drive Chevy Cbme Business Park West i The Sports Academy Northwest, LLC dM hMby accept and a 0 amide by and be bound by each of the toMa, c og&tions sold linlitatim wt forth in OWirua* No. 2007.05 duly passed and approved by the Villtrge of B"a Glmve, IL grantitl$ the special use sot forth in said (ndinawe. The Sparta Academy Northwest, LLC acUowledges that it has rcad and understands all ofthe terms and pmviai oaS of said bUfWo Grove OMin No. 2007- 05, and does hereby acknawledgc and cos t to each and all of the provisions, reetiodons, ad conditiono of said On inane. 'rX11A 'y l�Tot4lz �� LLC The undersigmd Owner acknowl0t1W that it )m react and understauds all of the tenns and provisions cif said Bubo Clrove Ordinance No. 2007.05. Owner, 351 x_ ca��`cofa7/els: a+ W W --i 1= L, Ln m ov-0 rt 0O o m < vn D — < O � N N : � Z O l0 O rt W 3 k rt PRODUCED BY AN AUTODESK EDUCATIONAL PRODUCT Vol— > ��. � �` a m IU�OJm "< i -a o b� CD fill ?"1101H