2001-23RESOLUTION 2001- 23
A RESOLUTION AUTHORIZING THE EXECUTION OF A LEASE BETWEEN THE
VILLAGE OF BUFFALO GROVE AND PROGRESSIVE MANAGEMENT SERVICES, LLC
WHEREAS, the Village of Buffalo Grove is a Home Rule Unit pursuant to the
Illinois State Constitution of 1970; and
WHEREAS, it has determined that it is in the best interest of the Village
to lease the restaurant and beverage services at the Arboretum Golf Course; and
WHEREAS, the Village of Buffalo Grove approved a Term Sheet on Monday,
February 13, 2001 proposing to lease to Progressive Management Services, LLC to
provide food and beverage services at the Arboretum Golf Course beginning as of
January 1, 2003 although occupancy could occur at an earlier as contemplated
under the terms of the proposed Lease.
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS that:
Section 1. The Village President and Clerk are hereby authorized to
execute the attached lease entitled "Operating Lease Between the Village
of Buffalo Grove and Progressive Management Services, LLC" dated as of the
21st day of May, 2001.
Section 2. Village staff is hereby directed to insure that this lease is
implemented in order for full service to commence at the Arboretum Golf
Course approximately January 1, 2003.
AYES: 6 - Marienthal Braiman Glover Berman Johnson Kahn
NAYES: 0 - None
ABSENT:— 0 —None
PASSED: May 21 ,2001. APPROVED: May 21 ,2001.
Village President Vil ge Clerks
r
OPERATING LEASE
Between
THE VILLAGE OF BUFFALO GROVE
and
PROGRESSIVE MANAGEMENT SERVICES, LLC
Dated: May 21, 2001
May 24, 2001
Operating Lease Between The Village of
Buffalo Grove and Progressive Management Services, LLC
THIS OPERATING LEASE (the "Lease ") is made and entered into as of the
day of May, 2001, by and between the Village of Buffalo Grove, an Illinois ome
Rule Municipality (the "Landlord "), and Progressive Management Services, LLC,
an Illinois limited liability corporation (the "Tenant ").
ARTICLE 1
PURPOSE OF LEASE
1.1 The Landlord is the current legal title owner of record of the real
estate commonly known as the Village of Buffalo Grove Arboretum Golf Course
which contains approximately 119 acres (the "Property "). The Property has
currently existing thereon: (i) an 18 hole golf course, (ii) a maintenance building
(iii) a golf course club house building and (iv) and certain other structures. The
Landlord intends to demolish the existing maintenance building, and club house
and construct new facilities to replace same. Within the new golf course club
house facility (the "Club House ") the Landlord desires to lease certain facilities
(the "Premises" hereinafter defined) to Tenant so that Tenant may conduct on
the Premises restaurant and banquet facilities that are open to the public. The
Landlord shall require of the Tenant the operation of the newly constructed
restaurant and banquet facilities in a professional manner as further set forth in this
Lease.
1.2 It is the further intent of the parties hereto, that the primary purpose
for the Property and the Premises is to serve any and all golfing functions that may
be scheduled by the Landlord for the Property and Tenant for the Premises.
ARTICLE 2
GRANT OF LEASE
2.1 Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the premises outlined in the sketch attached hereto and incorporated
herein as Exhibit A (the "Premises ") which includes the banquet and restaurant
facilities of the Arboretum Golf Course Club House located at 401 Half Day Road,
Buffalo Grove, Illinois 60089.
2.2 Landlord hereby -grants to Tenant the exclusive right to Tenant to
operate a restaurant and banquet facilities on the Premises and Property.
2.3 Landlord hereby grants to Tenant the non - exclusive right to occupy
certain dedicated portions of the Club House and adjacent areas to conduct
restaurant, food service and banquet operations.
2.4 Landlord hereby g rants to Tenant the non - exclusive right to access
other areas around the Club House including but not limited to patios and golf
course grounds, for purpose of providing beverage cart service and outside delivery
of food and beverages.
2.5 Opening Schedule. The Club House to be constructed by the
Landlord is expected to be completed in the third quarter of calendar year 2002.
Both Landlord and Tenant, upon execution of this Lease, shall jointly create a
"Transition Schedule" to facilitate operation of the Premises as soon as practical
after issuance of either a Certification of Occupancy or final completion of the Club
House.
2.6 Identity of Interest. The execution of this Lease or the performance
of any act pursuant to the provisions thereof shall not be deemed or construed to
have the effect of creating between Landlord and Tenant the relationship of
principal or agent or of partnership or of joint venture and the relationship between
them shall be that only of Landlord and Tenant.
ARTICLE 3
TERM; POSSESSION
3.1 Term. The term (the "Term ") of this Lease is ten (10) Lease Years,
ending December 31, 2012, unless sooner terminated as provided herein. The term
"Lease Year" is defined as that 12 month period commencing on January 1, and
ending on December 31, of each calendar year. The first Lease Year shall
commence on January 1, 2003, provided the Premises is ready for occupancy, and
end on December 31, 2003. The initial occupancy of the Premises by the Tenant
through December 31, 2002 shall not be considered a Lease Year although all
terms conditions, rights and responsibilities within this Lease shall apply from the
date of occupancy to both Landlord and Tenant.
3.2 Option To Extend. Tenant shall have the option to renew this Lease
for two (2) additional five (5) year terms upon such terms and objective conditions
as are mutually greed upon between Landlord and Tenant. enant shall give
written notice o Landlord of intent to extend the Lease not less than one year
prior to the termination of the previous term. By way of example, written notice
shall be given by Tenant to Landlord by January 1, 2012 of its intent to extend
said Lease as of January 1, 2013. Unless waived by Landlord, any option to
extend shall not be granted if Tenant is in default on any of the terms, conditions,
rights and responsibilities set forth in this Lease.
3.3 Possession. Tenant shall be allowed to have possession of the
Premises pursuant to the Transition Schedule as set forth in section 2.5 hereof.
Said Transition Schedule shall be developed to permit Tenant to have limited
possession of the Premises, only with Landlord's written permission, for the
purpose of installing equipment and furnishings prior to the initiation of business.
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3.4 De osits. Tenant agrees that in the final year of the initial Term of
this Lease (201 , i
as well as the final year of any option periods (2017 and 2022),
that any deposits made for any banquet events to occur n the first six (6) months
of the calendar years 2013, 2018 and 2023 shall be placed in an escrow account
under the 'oint control of both Tenant and Landlord in order to protect the interests
of both Tenant and Landlord in the execution of their individual responsibilities
under the terms of this Lease.
ARTICLE 4
RENT: UTILITIES
4.1 Waiver Of Rent. No rent shall be due or payable to the Landlord
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from the Tenant or the 'time period from when Tenant takes possession of the
Premises through March 31, 2003, provided building possession has been given to
Tenant.
4.2 Percentage Rent. Beginning with the commencement of the 2003
golf season as determined by the Landlord's Director of Golf Operations (no later
than April 1, 2003) and every January 1 thereafter, Tenant shall pay Landlord, as
a percentage rental in any Lease Year, five percent (5%) of the first $2,000,000 of
the total Adjusted Gross Receipts (as hereinafter defined collected by the Tenant
from the operation of the Premises. In addition to said five (5 %) percentage rent,
should the Adjusted Gross Receipts exceed $2,000,000.00 in any Lease Year, the
Tenant shall ay the Landlord two and one -half percent (2.5 %) of the excess over
$2,000,000.0.
4.3 Adjusted Gross Receipts. The term "Adjusted Gross Receipts"
shall mean the dollar amount of all sales of merchandise and services and all
revenues of every kind and character derived from, arising out of or payable on
account of the operation of the Premises by the Tenant, including but not by way
of limitation, all gross food, beverage and banquet sales delivered on the Premises
regardless of where such sales may be booked or reserved. Adjusted Gross
Receipts shall not include sales tax, gratuities, service charges, over- rings,
discounts, comped meals or beverages or refunds. Additionally, for the purpose of
calculating "Adjusted Gross Receipts" any deposits or advance payments to- 'Tenant
shall be considered sales or revenue at the time they are applied against the cost of
the event for which paid.
4.4 Manner Of Payment. All rent due from Tenant to Landlord shall be
due on the first day o the second month after the month for which accounting is
made. Tenant shall submit to the Landlord along with said rent payment, certified
sales figures along with an operating statement to support the rent remittance
which identifies Adjusted Gross Receipts. By means of example, rent due the
Landlord for July 2004 will be due, with applicable reporting to support the
remittance by September 1, 2004. Failure to remit rent by the due date shall subjject
Tenant to a late penalty fee equal to the equivalent of one and a half percent (1. J %)
per month, or portion thereof, until rent is paid to Landlord.
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4.5 Utilities: Landlord and Tenant shall share on a square footage
basis the cost of a utilities including electricity, gas and water for the Club House
facility only. All bills for same shall be . Landlord's name and Tenant shall pay
same as additional rent. Landlord shall invoice Tenant, with copies of original
utility bills to support invoiced charges, the pro -rated charge to be determined as
per Exhibit "A" hereto. Tenant shall pay Landlord within thirty (30) days after
receipt of the invoiced pro-rated share of utilities. Landlord shall provide a record
of computation used in determining utility charges due. Landlord and Tenant shall
work together to maintain practices that will minimize the cost of utilities to both
parties of this Lease.
Additionally, Landlord will maintain the current telephone service for the
Premises and Tenant will be invoiced monthly based on actual usage and
line /service related charges for those lines /numbers assigned to Tenant, but only if
service is billed as part of the Village's phone billing charges. Landlord shall
provide a record of computations used in determining telephone charges due.
Failure to remit utility invoices by the due date shall subject Tenant a late
penalty fee equal to the equivalent of 1.5% per month, or portion thereof, until said
invoices are paid to Landlord.
4.6 Audit Rights. For the purpose of ascertaining the amount of rent
to be paid pursuant to this Lease, Tenant agrees to prepare and keep during the
Term of this Lease adequate records including but not by way of limitation,
Tenants Illinois Department of Revenue Sales Tax Return Form ST -1, which
show Adjusted Gross Receipts on or from the Premises by Tenant. Upon
reasonable request, Tenant shall make said records available for review and
copying by Landlord's authorized agent or representative(s). Landlord shall
exercise any ri hts to review records for any given Lease Year within 180 days
after the end o�said Lease Year and only for that Lease Year. An exemption shall
be granted to review records for prior Lease Years if there is evidence of fraud
identified as part of any review. Landlord will pledge to keep such records
confidential and not open to any public inspection if not in violation or contrary to
any laws.
ARTICLE 5
USE OF PREMISES;
TERMS AND CONDITIONS
5.1 Permitted Use. Tenant shall use and operate the Premises as a
first -class sit -down type of restaurant and banquet facility bearing in mind that the
Premises is part of a mixed use building which includes a golf course operation.
Tenants services shall be provided year around on the Premises. The Tenant will
support golf outings with food and beverage service throughout the golf season and
Tenant shall provide appropriate and competitive pricing for said events.
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5.2 Operational Standards. Landlord and Tenant shall Jointly develop
written "Operational Standards" for Tenant's operation of the Premises. Said
Operational Standards shall insure the operation of the Premises as a high quality
restaurant and banquet facility. The Operational Standards shall be attached hereto
as Exhibit B. Landlord reserves the right to approve Operational Standards that
provide that banquets, outings and community based events are accommodated on
he Premises. Tenant hereby warrants that it will operate the Premises as a
restaurant and banquet facility throughout the full term otthis Lease.
5.3 Compliance with Laws and Insurance. Tenant will not make or
permit to be made any use of the Premises which, directly or indirectly, is
forbidden by public law, ordinance or governmental regulation, which may be
dangerous to persons or property or which may invalidate or increase the premium
cost of any policy, of insurance carried on the Club House or the Property or
covering its operations; provided that if any increase in insurance premiums is
caused by Tenant's occupancy or use of the Premises, Tenant shall pay to Landlord
said additional amounts. Tenant shall not do, or permit to be done, any act or thing
upon the Premises which will be in conflict with or a violation of any fire
insurance policies covering the Club House. Tenant, at its sole expense, shall
comply with all rules, regulations or requirements of governmental and quasi -
governmental authorities applicable to the Premises, and shall not do, or permit
anything to be done, upon the Premises or the Club House, or bring or keep
anything thereon in violation of rules, regulations or requirements of the Village of
Buffalo Grove, and any other governmental or quasi - governmental authority
having jurisdiction. Tenant shall be responsible for obtaining and maintaining all
permits and approvals required in connection with the improvements to be made
by Tenant and for the operation of Tenant's business on the Premises including
but not by way of limitation, Illinois liquor license and Village of Buffalo Grove
liquor and business licenses.
5.4 Hours of Operation. Notwithstanding the provisions of any
state statute or Vill4-g—eo-FB-uffalo Grove ordinance, Tenant's hours of operation
shall be approved in advance by the Landlord which approval shall not be
unreasonably withheld. The hours of operation shall be esta- blished between the
Landlord and Tenant based upon responsible service standards, customer
expectations, and the Tenant's business development objectives contained in the
Annual Service Plan (as hereinafter defined). Landlord shall give reasonable
consideration to changes of hours of operation based on seasonal considerations.
However, any change in the hours of service will require a ten (10) day notice to
Landlord prior to taking effect.
5.5 Contractual Relations. Tenant shall also include within any standard
form of contract between it-s-el-f-a-HU their clients that the Landlord does not have
any contractual obligations or responsibilities regarding said contract between
Tenant and client.
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ARTICLE 6
SECURITY DEPOSIT
6.1 Securily Deposit. Tenant shall provide to Landlord a Letter of
Credit, in a orm satis actory to the Landlord's counsel, in the sum of Ten
Thousand and No /100 ($10,000.00), Dollars as security for the full and faithful
performance of the provisions of this Lease to be performed by Tenant. If Tenant
defaults with respect to any provision of this Lease, including, but not limited to,
the provisions relating to the payment of Rent, Landlord may use, apply or retain
all or any part of said Letter of Credit for the payment of any Rent and any other
sum with respect to which Tenant is in Default, or for the payment of any other
amount which Landlord may spend or become obligated to spend by reason of
Tenant's Default, or to compensate Landlord for anyy other loss or damage which
Landlord may suffer by reason of Tenant's Default. If any portion of said Letter of
Credit is to be used or applied, Tenant, within five (5) days after written demand
therefor, shall restore the Letter of Credit to its on final amount and Tenant's
failure to do so shall be a material breach of this Lease. If Tenant fully and
faithfully performs every provision of this Lease to be performed by it, said Letter
of Credit shall be returned to Tenant within thirty (30) days after the expiration of
the Term or any extension thereof and Tenant's vacation of the Premises.
ARTICLE 7
CLEANING
7.1 Cleaning. Tenant shall maintain, clean and keep in good repair all
areas related to the restaurant and banquet facility within the Club House and
adjacent areas where food and beverage services will be provided from time to
time, including the washrooms. Tenant shall coordinate with the Landlord's
Director of Golf Operations to develop an acceptable level of service and standards
for the cleaning of washroom areas. Tenant shall not be responsible for the
cleaning of the locker room areas within the Club House unless circumstances
require Tenant access to such areas.
Tenant shall maintain, clean and keep in good repair all kitchen and
beverage dispensing equipment including but not limited to, walk -in coolers
freezers, ran es, and stoves and outside garbage /refuse and storage areas. Daily
cleaning shaIl be concluded prior to opening on a daily basis. Landlord shall be
responsible for maintaining and cleaning all other outside areas (including parking
lots)) along with those portions of the Club House and adjacent areas committed to
golf play. Tenant's area shall be maintained in a condition acceptable to Landlord's
Health Officer. If Tenant receives violations from the Health Officer and does not
take corrective action within the time limits prescribed within such violation, then
Landlord may correct same and invoice Tenant for the costs to correct the
violation(s). Failure to comply with the terms of this section will constitute a
condition of default under this Lease.
As part of cleaning the Premises, Tenant shall maintain a posted ledger in a
form acceptable to the Landlord's Health Officer denoting periodic cleaning to
public places such as washrooms, bar and restaurant areas.
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ARTICLE 8
MAINTENANCE
8.1 Maintenance. Maintenance, replacement, repairs, upkeep and
disposal of equipment and furnishings shall be the obligation of the Tenant.
Tenant shall maintain a record of any and all maintenance performed on all
equipment and furnishings that will be available at all times to Landlord.
Landlord shall be notified prior to the disposal or removal of any equipment
that is not goingg to be replaced by similar equipment. If equipment is not to be
replaced, or shaIl be replaced with dissimilar equipment, approval shall be required
of Landlord and said approval shall not be unreasonably withheld. All equipment
that is installed by Tenant from time to time as replacement items equipment and
furnishings shall also be maintained and repaired by Tenant.
Landlord shall maintain all other of the areas of the Property in good repair
including, but not limited to, sewers, utilities, heating and air conditioning systems.
It is expressly understood by the parties hereto that notwithstanding anything
to the contrary, the Tenant shall not be responsible for making any repairs to the
parking lot on the Property.
If Landlord should be required to repair any damage caused to Premises that
is a direct result of the Tenant's operations, Tenant will be invoiced for the cost to
perform such repairs.
ARTICLE 9
KITCHEN EQUIPMENT AND FIXTURES
9.1 Kitchen E ui ment and Fixtures. Tenant, at its sole cost and
expense, shall equip mises the itchen on the Pre including but not limited to, walk -
in freezer(s), walk -in coolers, stoves, ovens, storage room fixtures and kitchen
serving items. Tenant shall submit to Landlord for its approval, as 0iibit C to this
Lease, a listing of all kitchen equipment and fixtures to be provided. Exhibit C
shall contain the description of the item, manufacturer and cost estimate. Exhibit C
will be completed after the execution of this Lease but before Tenant's occupancy
of the Premises.
ARTICLE 10
DINING ROOM, BAR AREA AND KITCHEN
10.1 Landlord's Work- Dining Room. Landlord shall be required to
finish the dining room area on the Premises ( "Landlord's V6Tork "). Landlord shall
establish a maximum budget that it will contribute to the dining room finishes for
the following:
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(a) Floor covering and carpeting grade
(b) Wall covering and finishes
(c) Electrical service connections, basic interior lighting system,
and reasonable custom ceiling lighting to accommodate
Tenant's lighting and layout plans
(d) Wood trim doors, casement and completion of a basic bar
system.
(e) Grade and performance of room dividers
(f) Sound and audio /video system
(g) Grade and performance of window coverings
(h) Ceiling
Attached hereto as Exhibit D is a listing further defining Landlord's Work- Dining
Room.
10.2 Landlord's Work- Kitchen. Landlord shall be required to construct
and/or install the following in the kitchen on the premises:
(a) Wall coverings
(b) Tile flooring
(c) Ceiling coverings
(d) Utility stubs, to the identified point(s) of connection
(e) Lighting
(f) Range Hood
Attached hereto as Exhibit D is a listing further defining Landlord's Work -
Kitchen.
10.3 Tenant's Work. Tenant, at its sole cost and expense, shall be
required to construct and equip the dining room and bar areas as follows
( "Tenant's Work "):
(a) Upgrades to the Landlord's work
(b) Specialty lighting fixtures
(c) Bar upgrades, back bar, equipment for bar, and service bars
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(d) Tables and seating, patio seating and tables /umbrellas
(e) Hospitality items such as dishes, flatware, glassware, linens,
table treatments and other serving appurtenances.
(f) Connection to utilities
Attached hereto as Exhibit E is a listing further defining Tenant's Work.
10.4 Dining Layout and Finishes. Tenant, at no cost to the Landlord,
shall work in cooperation wit the Landlord's design professional(s) to provide
opinions on the design of all dining spaces to maximize functionality and
efficiency as well as aesthetics. The facilities will be complimentary to both the
golfing and general public. The Tenant will be required to approve of any and all
design plans that are developed b both Tenant and Landlord to indicate
acceptance of the general layout and finishes. Not withstanding the foregoing, final
wapproval of space design shall be retained by Landlord. Both Tenant and Landlord
ill approve the final selection of hospitality items such as dishes, flatware,
glassware, linens, table treatments and other items of a similar nature. All of the
above shall be done as expeditiously as possible and the Landlord's approval shall
not be unreasonably withheld.
ARTICLE 11
RIGHTS OF FIRST REFUSAL
11.1 Ac uisition of Assets. Upon termination of this Lease, and
providing that t e Tenant has not exercised its option to extend Landlord reserves
the right of first refusal to acquire any and all assets provided by the Tenant, as
identi -fed on Exhibits C and E hereto, and as said assets may be amended from
time to time due to the disposal, removal and replacement of equipment and
furnishings, at the fair market value. In addition to the foregoing assets any and all
hospitality items (as identified in Section 10.4) shall also be considered assets for
the purpose of this Section.
Landlord has the right to have any values reviewed by it's independent
accountants to affirm valuation. If both Tenant and Landlord cannot agree to a fair
market value, such value shall be determined through an appraisal of such
equipment, furnishin s and fixtures to be conducted by an appraiser to be retained
by Landlord who shall conduct such appraisal and shall be paid by Landlord. Any
appraiser shall not be denied access to review any and all equipment, furnishings
and fixtures on the Premises for the purpose of determining their fair market value.
Except for Tenant's default, the Landlord's right of first refusal shall be exercised
by Landlord within one - hundred eighty (180) days prior to the termination of this
Lease.
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ARTICLE 12
ALTERATIONS
12.1 Alterations. After completion of the Landlord's Work and the
Tenant's Work, Tenant shall make no alterations, additions or improvements to the
Premises without the prior written consent of Landlord. All approved alterations,
additions or improvements shall be at Tenant's expense. Any approved capital
improvement alterations, additions or improvements shall become part of
Landlord's property.
ARTICLE 13
REPLACEMENT SCHEDULE
13.1 Replacement Schedule. Landlord shall establish a replacement
schedule for carpeting, wall coverings, woodwork and finishes and window
coverings. All replacement items shall be coordinated in color and quality with the
entire premises.
Tenant shall provide to Landlord a statement within the Annual
Service Plan as to how a replacement schedule or program shall be undertaken for
hospitality tems as well as how the performance of equipment and furnishings are
evaluated for the purposes of upgrade or replacement.
ARTICLE 14
OUTSIDE LIGHTING AND SIGNS
14.1 Outside Lighting. Any outside lighting of the Premises shall be done
at Landlord's sole discretion and cost. Any outside lighting of exterior signage
shall be done at Tenant's cost, unless waived or shared with the Landlord.
14.2 Signs, Tenant will cooperate with Landlord's Director of Golf
Operations in designing and erecting signage. The Landlord's signage program
will identify both the Arboretum Golf Course and the dining /banquet facilities.
Any requests for additional signage will be reviewed by the Landlord.
Tenant shall pay for the construction of any individual signs. Landlord and
Tenant shall develop a budget and share costs in an equitable manner on joint
signage. At termination of this Lease, any such signage shall become the
ford's
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ARTICLE 15
ASSIGNMENT AND SUBLETTING• CHANGE OF CONTROL
15.1 Assi nment and Sublettin . Tenant, without the prior written
consent of Landlord in its sole discretion) in each instance shall not (i) assign,
transfer, mortgage, pledges hypothecate or encumber or be su ;jected to any lien or
charge, this Lease or any interest under it, (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 Premises or any art thereof, or (iv) permit the use or occupancy of the
Premises or any part thereo -, other than to conduct the operations of the Premises,
by an other than Tenant and Tenant's agents and employees. In no event shall
this Lease be assigned or assignable by voluntary or involuntary bankruptcy
proceedings or otherwise, 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.
15.2 Right to Terminate. Landlord shall have the option to terminate this
Lease in the event Gregory Lundgren, Phyllis Dewey or John Green do not
cumulatively have a majority ownership interest in Tenant.
ARTICLE 16
ANNUAL SERVICE PLAN
16.1 Annual Service Plan. On or before December 1, 2002 and on or
before December 1, of each Lease Year thereafter, Landlord and Tenant shall
jointly prepare aplan for service ( "Annual Service Plan ") that will be applicable to
the forthcoming Lease Year. The Annual Service Plan, shall include by not by way
of limitation the following:
(a) areas of service and maintenance on the Premises that need to be
addressed;
(b) procedures which coordinate in- season Saturday and Sunday service
levels that meet or exceed the needs of golf and non -golf clientele recognizing that
the primary emphasis will be on maintaining an acceptable, non- diminished,-level
of service to the golfing public during these time frames;
(c) procedures that will minimize any adverse impact that use of the
Premises by Tenant might have on adjacent residential structures, including
without limitation, any excessive noise and disruption to the tranquility of the
neighborhood;
(d ) a demonstration that Tenant can maintain a reasonable and adequate
level of capitalization at all times in order to secure the financial and operational
terms of this Lease;
(e) review of the Operational Standards;
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(f) review of service menus and pricing.
ARTICLE 17
GENERAL CONDITIONS
17.1 Insurance. Tenant shall (during the Term and any extension hereof)
maintain, at it's so Tecost, insurance acceptable to Landlord and such insurance
shall be in the following minimum amounts:
(a) Worker's Compensation at the required statutory levels.
(b) Dram Shop ($1,000,000) with Landlord named as an additional
insured therein.
(c) General Liability ($1,000,000/$2 000,000 bodily injury and
property damage). Landlord shall be named as an additional insured as its interest
appears. Tenant shall not provide insurance to cover the parking lot.
(d) Landlord shall provide fire and extended coverage on the Club
House and Landlord's contents.
Tenant will be responsible for .providing its own insurance covering the
Premises equipment and inventory. Evidence of such insurance shall o furnished
to Landlord prior to taking possession of the Premises. Tenant shall in addition to
providing certificates of insurance to Landlord for the above named coverages,
name the Village of Buffalo Grove as an additional insured on all coverages.
Tenant does hereby indemnify and hold harmless the Landlord, its employees,
officers and agents from any and all causes of action, claims, losses, injury,
damages, legal expenses, fees and other costs that may arise from the operation of
Premises, use of the Premises, and execution of this Lease by the Tenant.
17.2 Landlord Em to ee Discount. Tenant shall provide a ten percent
(10 %) discount only on the sale o restaurant food and beverages to Village of
Buffalo Grove employees and appointed and elected officials. Said discount shall
also be provided to said employees' and officials' immediate families but only
when dining with said employees and officials. Landlord will be responsible to
issue identification to such employees and officials in a form acceptable to Tenant.
17.3 Gambling and Card Playing . All forms of gambling are prohibited
on the Premises except those allowed under the Illinois Charitable Games Act.
This includes all card playing, betting and other wagering activities which are
deemed by Landlord to be not of suitable character and are prohibited from taking
place within or upon the Premises. Any violation of this provision may be grounds
for termination of this Lease.
17.4 Authorized Representatives. The only authorized agent of the
Landlord shall be the Landlord's Village Manager, or designee, unless so noted
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elsewhere in this Lease. The authorized agent of the Tenant shall be Gregory
Lundgren, or any other person(s) he may designate in writing.
17.5 Liability. No personal liability shall attach to any person executing
this Lease.
17.6 Removal of Personal Property. Tenant shall retain all rights to any
business names, concepts or other proprietary interests established during the term
of this Lease, and Landlord herein waives any claims to such interests.
17.7 Advertising and Marketing. Tenant will develop and maintain a
program with Landlord to coordinate and prepare appropriate advertising and
marketing program to promote both the Arboretum Golf Course as well as the
Tenants restaurant and banquet services. This program will not preclude the
Tenant from engaging in its own advertising and marketing program and any
independent program will be reviewed by the Landlord as a matter of information.
Landlord will as a part of the annual operating budget for the Arboretum Golf
Course, include funding for appropriate marketing and advertising programs.
17.8 Dietary Requests. Tenant shall provide for any reasonable dietary
needs as might be requested as an essential element of any banquet operation.
17.9 Coin Operated Amusement Machines & Tobacco Sales. No fixed
coin operated amusement devices or tobacco product vending machines shall be
allowed within the Premises. Tenant shall have the right to dispense tobacco
products from service carts and bar(s) upon application and receipt of a Village of
Buffalo Grove tobacco license. The Landlord shall review the need for any coin
operated vending machines which will be incorporated into the Landlords golf
operations (Pro shop or locker room). Any vending machines installed shall be
subject to Landlord's licensing practices and ordinances. Landlord shall not install
vending machines that dispense food or beverage products that may be in conflict
with similar products to be sold by Tenant.
ARTICLE 18
RIGHTS RESERVED TO LANDLORD
18.1 Ri hts Reserved To Landlord. Landlord reserves the following
rights, exercisable without notice and without liability to Tenant for damage or
injury to property, person or business and without effecting an eviction or
disturbance of Tenant's use or possession or giving rise to any claim for setoff or
abatement of Rent or affecting any of Tenant's obligations under this Lease:
(a) To change the name of the Arboretum Golf Course
(b ) To retain at all times, and to use after notice or in emergencies, pass
keys tot the Premises, or in the event Tenant requests that Landlord not retain a pass
key, Landlord shall have the right to use force to gain access to the Premises in the
13
event access is required in case of emergency, in which case the cost of repair shall
be paid by Tenant;
(c To exhibit the Premises at reasonable hours after prior notice to Tenant
and to ecorate, remodel, repair, alter or otherwise prepare the Premises for re-
occupancy at any time after Tenant vacates or abandons the Premises;
(d) To enter the Premises at reasonable hours for reasonable puKposes,
including inspection and supplying services, if any, to be provided to Tenant
hereunder;
_(e) To regulate access to telephone, electrical and other utility closets in the
Club HHouse and to require use of designated contractors for any work involving
access to the same;
(f) To control and to prevent access to common areas and other non -
generall public areas of the Club House and the Property;
(g) Provided that reasonable access to the Premises is maintained and the
business of Tenant is not interfered with unreasonably, to rearrange, relocate,
enlarge, reduce or change corridors, exits, entrances in or to the Club House and to
decorate and, at its own expense, to make repairs, alterations, additions and
improvements, structural or otherwise, in or to the Club House or any part thereof,
including for the purpose of connection with or entrance into or use of the Club
House in conjunction with any adjoining or adjacent building or buildings,
hereafter constructed, and may for such purposes erect scaffolding nd other
structures reasonably required by the character of the work to be performed, and
during such operations may enter upon the Premises and take into and upon or
through any part of the Club House, including the Premises, all materials that may
be required to make such repairs, alterations improvements or additions, and in
that connection Landlord may temporarily close public entry ways, other _public
spaces, stairways or corridors and interrupt or temporarily suspend any services or
facilities agreed to be furnished by Landlord, all without the same constituting an
eviction of Tenant in whole or in part and without abatement of Rent by reason of
loss or interruption of the business of Tenant or otherwise and without in any
manner rendering Landlord liable for damages or relieving Tenant from
performance of Tenant's obligations under this Lease. Landlord, at its option, may
make any repairs, alterations, improvements and additions in and about the Club
House and the Premises during ordinary business hours and, if Tenant desires to
have such work done at times other than business hours, Tenant shall pay all
overtime and additional expenses resulting therefrom. Notwithstanding anything in
this paragraph to the contrary, except as may be required by governmental
authorities or to restore the Club House in the event of fire or other casualty,
Landlord will not make any alterations or changes to the Premises, and will not
make any changes in the Club House or Real Property that would change Tenant's
entrances or exits, temporarily close access during Tenant's business hours,
interrupt or suspend Tenants services or unreasonably interrupt Tenant's ability to
operate the restaurant and banquet facilities. Any of the foregoing shall only take
place after reasonable notice has been provided to the Tenant along with a schedule
14
of repairs or modifications to be undertaken, which further denote a approximation
as to time of completion.
(h) From time to time to make and to adopt such reasonable rules and
regulations, for the protection and welfare of the Property, as Landlord may
determine, and Tenant agrees to abide by and comply with all such rules and
regulations.
ARTICLE 19
DEFAULT
19.1 Events of Default. The occurrence of any one or more of the
following matters constitutes a Default by Tenant under this Lease:
(a) Failure by Tenant to ay any Rent or any other sums due hereunder
within five (5) days after notice of -failure to pay the same on the due date;
(b) Failure by Tenant to observe or perform any of the covenants with
respect to assignment set forth in this Lease;
(c) Failure by Tenant to cure, immediately after receipt of notice from
Landlord, any hazardous condition which Tenant has created in violation of law or
of this Lease;
(d) Failure by Tenant to observe or perform any other covenant,
agreement, condition or provision of this Lease, if such failure continues for thirt y
(30 days after notice thereof from Landlord to Tenant; provided however, if such
default of a nature which can not be cured within the thirty 30 clay period, Tenant
shall have a reasonable time period, not to exceed ninety (90�. days, to cure such
default so long as Tenant commences to cure such default during the initial thirty
(30) day period and diligently proceeds to cure such default;
(e) The levy upon, under writ of execution or the attachment by legal
process of, the leasehold interest of Tenant;
Tenant vacates or abandons the Premises (the transfer of a substantial
part o the operations, business and personnel of Tenant to some other location
being deemed, without limiting the meaning of the term "vacates or abandons," to
be a vacation or abandonment within the meaning of this clause);
Tenant becomes insolvent or bankrupt or admits in writing its inability
to pay its debts as they mature, or makes an assignment for the benefit of creditors,
or applies for or consents to the appointment of a trustee or receiver for Tenant or
for the major part of its property;
(h) A trustee or receiver is appointed for Tenant or for the major part of
its property and is not discharged within sixty (60) days after such institution.
15
(i) Failure to maintain all permits and licenses required in Section 5.3
Failure of Tenant to conduct its business in accordance with the
Operating Standards established from time to time and as set forth in Exhibit B to
this Lease.
Landlord shall provide notice to Tenant upon the occurrence of an Event of
Default.
Notwithstanding anything to the contrary contained herein, Landlord shall
not be obligated to provide the notices referred to in this Lease more than two (2)
times durin any calendar year or ten (10) times during the term as they apply to
matters in Ution 19.1 (a). At Landlord's election, such failure to pay shall
become a non - curable default.
19.2 Ri hts and Remedies of Landlord. If a Default occurs Landlord
shall have the rights and remedies herein a er set forth which shall �e distinct,
separate and cumulative and shall not operate to exclude or deprive Landlord of
any other right or remedy allowed it by law:
(a) Landlord may terminate this Lease by giving to Tenant notice of
Landlord's election to do so, in which event the Term of this Lease shall end, and
all right, title and interest of Tenant hereunder shall expire, on the date stated in
such notice;
(b) Landlord may terminate the right of Tenant to possession of the
Premises without terminating this Lease by giving notice to Tenant that Tenant's
right to possession shall end on the date stated in such notice whereupon the right
of Tenant to possession of the Premises or any part thereof sUl cease on the date
stated in such notice;
(c) Landlord may enforce the provisions of this Lease and may enforce
and protect the rights of Landlord hereunder by a suit or suits in equity or at law
for the specific performance of any covenant or agreement contained herein, or for
the enforcement of any other appropriate legal or suitable remedy, including
recovery of all moneys due or to become due from Tenant under any of the
provisions of this Lease; and
(d) Landlord shall have the right of first refusal to assume both ownership
of, and any outstanding debt on, equipment, furnishings and fixtures within the
kitchen and dining/banquet area. For debt to be assumed, Tenant and Landlord
shall cause a fair appraisal of all equipment and furnishings to be conducted by an
appraiser retained and paid for by Landlord. The amount of any debt assumed
shall not exceed the fair market value of equipment and furnishings. Tenant shall
remain obligated for the balance of any outstanding debt and shall provide
evidence, as a condition of Landlord assuming any debt, that said balance not
assumed by Landlord has been retired so that all Landlord's equipment and
furnishings are free and clear of any liens or encumbrances.
16
If such debt is assumed, the surrender of all assets will be considered
liquidated damages as a result of said default. Any loan obligation or other
financing document executed in connection with the purchase of financing of
equipment, furnishings and fixtures shall contain express terms requiring that the
Landlord receive reasonable notice of any default and allowing a reasonable time
for Landlord, at its sole discretion, to assume all rights and obligations under the
instrument, without penalty or charge.
19.3 Right to Re- Enter. If Landlord exercises either of the remedies
provided in Sections 19.2 a and (b), Tenant shall surrender possession and vacate
the premises and immediate y deliver possession thereof to Landlord, and Landlord
may, after prior notice, re -enter and take complete and peaceful possession of the
Premises, without process of law full and complete license to do so being hereby
granted to Landlord, and Landlord may remove all occupants and propert
therefrom, using such force as may be necessary, without being deemed guilty in
an manner of trespass, eviction or forcible entry and detainer and without
relinquishing Landlord's rigght to Rent or any other right given to Landlord
hereunder or by operation oflaw.
ARTICLE 20
RETURN OF PREMISES
20.1 Surrender of Possession. At the termination of this Lease by lapse
of time or of erwise or upon termination of Tenant's right of possession without
termination of this Lease, Tenant shall surrender possession of the Premises to
Landlord and deliver all keys to the Premises to Landlord and make known to
Landlord the combination of all locks of vaults then remaining in the Premises,
and, shall return the Premises and all equipment and fixtures of Landlord therein to
Landlord in as good condition as when Tenant originally took possession or,
ordinary wear, loss or damage by fire or other insured casualty, and damage
resulting from the act of Landlord or its employees and agents excepted, failing
which Landlord may restore the Premises and such equipment and fixtures to such
condition and Tenant shall pay the cost thereof to Landlord on demand. Landlord
reserves the right to demand that all Tenant's equipment, furnishings and fixtures
be removed, at Tenants sole cost and expense, upon termination of this Lease.
None of Tenant's equipment, furnishings or fixtures shall be removed from the
Premises without prior notice to Landlord.
20.2 Survival. All obligations of Tenant under this Article shall survive
the expiration of the Term or earlier termination of this Lease.
ARTICLE 21
HOLDING OVER
21.1 Tenant shall pay Landlord for each day Tenant retains possession of
the Premises or any part thereof after termination of this Lease, by lapse of time or
17
otherwise, $500.00 per day and Tenant also shall pay all damages, consequential as
well as direct, sustained by Landlord by reason of such retention. Acceptance by
Landlord of rent after such termination shall not constitute of itself a renewal.
Nothing contained in this Section shall be construed or shall operate as a waiver of
Landlord's right of reentry or any other right or remedy of Landlord.
ARTICLE 22
NONWAIVER
22.1 No waiver of any condition expressed in this Lease shall be implied
by any neglect of Landlord to enforce any remedy on account of the violation of
such condition whether or not such violation is continued or repeated subsequently,
and no express waiver shall affect any condition other than the one specified in
such waiver and that one only for the time and in the manner specifically stated.
Without limiting Landlord's rights under this Lease, it is agreed that no receipt of
moneys by Landlord from Tenant after the termination in any way of the Term or
of Tenanf s right to possession hereunder or after the giving of any notice shall
reinstate, continue or extend the Term or affect any notice given to Tenant prior to
the receipt of such moneys. It is also agreed that after the service of notice or the
commencement of a suit or after final judgment for possession of the Premises,
Landlord may receive and collect any moneys due and the payment of said
moneys shall not waive or affect said notice, suit or judgment.
ARTICLE 23
NOTICES
23.1 All notices and demands required or desired to be given by either
part y to the other with respect to this Lease or the Premises shall be in writing and
shall be delivered personally, sent by overnight courier service, prepaid, or sent .
United States registered or certified mail, return receipt requested, postage prepaid,
and addressed as herein provided. Notices to or demands upon Tenant shall be
addressed to Tenant at the Premises 401 Half Day Road Buffalo Grove, Illinois
60089. Notices to or demands upon Landlord shall be addressed to Landlord attn.
Village Manger at 50 Raupp Boulevard, Buffalo Grove, IL 60089. Notice's and
demands shall be deemed given and served (a) upon receipt or refusal, if delivered
personally, (b) one (1) business day after deposit with an overnight courier service,
or �c) three ()) business days after deposit in the United States mails via certified
mail. Either party may change its address for receipt of notices by giving notice of
such change to the other party in accordance herewith. Notices and demands from
Landlord to Tenant may be signed by Landlord, or its agents.
ARTICLE 24
HAZARDOUS SUBSTANCES
11:
24.1 Defined Terms.
(a) "Claim" shall mean and include any demand, cause of action,
proceeding or suit for any one or more of the following: (i) actual or punitive
damages, Losses, injuries to person or property, damages to natural resources, fines,
fpenalties,, interest, contribution or settlement (ii) the costs of site investigations,
easibility studies, information requests, health or risk assessments, or Response
(as hereinafter defined) actions, and (iii) enforcing insurance, contribution or
indemnification agreements.
(b) "Environmental Law" shall mean and include all federal, state
and local statutes, ordinances, regulations, and rules relating to environmental
quality, health, safety, contamination and clean -up, including, without limitation,
the Clean Air Act, 42 U.S.C. Section 7401 et sue.; the Clean Water Act, 33 U.S.C.
Section 1251 et sew, and the Water Qualify Act of 1987; the Federal Insecticide
Fungicide, and Rodenticide Act ('FI RA' ), 7 U.S.C. Section 136 et seq.; the
Marine Protection, Research, and Sanctuaries Act, 33 U.S.C. Section 1401 et sec .;
the National Environmental Policy Act, 42 U.S.C. Section 4321 et se.; the Noise
Control Act, 42 U.S.C. Section 4901 et seq.; the Occupational Safety and Health
Act, 29 U.S.C. Section 651 et seg.; the Resource Conservation and Recovery Act
Olid RCRA "), 42 U.S.C. Section 6901 et sew., as amended b�y the Hazardous and
Waste Amendments of 1984; .the Safe Drinking Water Act, 42 U.S.C.
Section 300f et sec.�.z•, the Com teauthorization ehensive Environmental Response, Compensation
and Liability Act (' I ERCLA" 42 U.S.C. Section 9601 et seq., as amended by the
Superfund Amendments and Act, the Emergency Planning and
Community Right -to -Know Act, and Radon Gas and Indoor Air Quality Research
Act; the Toxic Substances Control Act ( "TSCA "), 15 U.S.C. Section 2601 et sec .;
the Atomic Energy Act, 42 U.S.C. Section 2011 et sea.. and the Nuclear Waste
Policy Act of 1982, 42 U.S.C. Section 10101 et seq.; and the Environmental
Protection Act of Illinois (IEPA ), 415 ILCS 5/1 et sec., and state superlien and
environmental clean -up statutes, with implementing regulations and guidelines, as
amended from time to time. Environmental Laws shall also include all state,
regional, county, municipal and other local laws, regulations and ordinances
insofar as they are equivalent or similar to the federal laws recited above or purport
to regulate Hazardous Materials (as hereinafter defined).
(c) "Hazardous Materials" shall mean and include the following,
including mixtures thereof. any hazardous substance, pollutant, contaminant,
waste, by- product or constituent regulated under CERCLA; oil and petroleum
products and natural gas, natural gas liquids, liquefied natural gas and synthetic gas
usable for fuel; pesticides regulated under the FIFRA; asbestos and asbestos -
containing materials, PCBs, and other substances regulated under the TSCA;
source material, special nuclear material, by- product material and any other
radioactive materials or radioactive wastes, however produced, regulated under the
Atomic Energy Act or the Nuclear Waste Policy Act; chemicals subject to the
OSHA Hazard Communication Standard, 29 C.F.R. § 1910.1200 et seq.; and
industrial process and pollution control wastes, whether or not hazardous within
the meaning of RCRA.
19
(d) "Manage" or "Management" means to generate, manufacture,
process, treat, store, use, re -use, refine, recycle, reclaim, blend or burn for energy
recovery, incinerate, accumulate speculatively, transport, transfer, dispose of, or
abandon Hazardous Materials.
(e) "Release" or "Released" shall mean any, actual . or threatened
spilling, leaking, pumping, pouring emitting, emptying, discharging, injecting,
escaping, leaching, dumping or Isposin of Hazardous Materials into the
environment, as "environment' is defined in ERCLA.
(f) "Response" or Respond" shall mean action taken in compliance
with Environmental Laws to correct, remove, remediate cleanup, prevent,
mitigate, monitor, evaluate, investigate, assess or abate the Release of a Hazardous
Material.
24.2 Tenant's Obligations With Respect to Environmental Matters.
During the term of this Lease, (a ) Tenant shall comply at its own cost with—all
Environmental Laws; (b) Tenant shall not Manage,, or authorize the Management
of, any Hazardous Materials on the Premises, including installation of any
underground storage tanks, without prior written disclosure to and approval by the
Landlord; (c) Tenant shall not take any action that would subject the Premises to
permit requirements under RCRA for storage, treatment or disposal of Hazardous
Materials; (d) Tenant shall not dispose of Hazardous Materials in dumpsters
provided by Landlord for tenant use; (e) Tenant shall not discharge Hazardous
Materials into Project drains or sewers; (f) Tenant shall not cause or allow the
Release of any Hazardous Materials on, to or from the Property; and (g) Tenant
shall arrange at its own cost for the lawful transportation and off -site disposal of all
Hazardous Materials that it generates.
24.3 Copies of Notices. During the term of this Lease, Tenant shall
provide Landlord promptly with copies of all summons, citations, directives,
information inquiries or requests, notices of potential responsibility, notices of
violation or deficiency, orders or decrees, Claims, complaints, investigations,
judgments, letters, notices of environmental liens or Response actions in progress,
and other communications, written or oral, actual or threatened, from the United
States Environmental Protection Agency, Occupational Safety and Health
Administration, Illinois Environmental Protection Agency, or other federal, state or
local agency or authority, or any other entity or individual, concerning (a) any
Release of a Hazardous Material on, to or from the Premises; (b) the imposition of
any lien on the Premises; or (c) any alleged violation of or responsibility under
Environmental Laws. Landlord and Landlord's beneficiaries, agents and
employees shall have the right to enter the Premises and conduct appropriate
inspections or tests in order to determine Tenant's compliance with Environmental
Laws.
24.4 Tests and Reports. Upon written request by Landlord, Tenant shall
provide Landlord with the results of appropriate reports and tests, with
transportation and disposal contracts for Hazardous Materials, with any permits
issued under Environmental Laws, and with any other applicable documents to
►W
demonstrate that Tenant complies with all Environmental Laws relating to the
Premises.
24.5 Tenant's Obligation to Respond. If Tenant's Management of
Hazardous Materials at the Premises a) gives rise to liability or to a Claim under
any Environmental Law, (b) causes a significant public health effect, or (c) creates
a nuisance, Tenant shall promptly take all applicable action in Response.
24.6 Indemnification. Tenant shall indemnify, defend and hold harmless
Landlord, its beneficiaries, its lenders, any managing agents and leasing agents of
the Premises, and their respective a ents, partners, officers, directors and
employees from and against any and all Maims arising from or attributable to any
breach b Tenant of any of its warranties representations or covenants in this
Article. enant's obligations hereunder shad survive the termination or expiration
of this Lease.
Landlord shall indemnify, defend and hold harmless Tenant, its
beneficiaries, its lenders, any managing agents, partners, officers, directors and
employees from and against any and all Claims arising from or attributable to any
Landlord's actions.
24.7 Landlord's Notice. Landlord represents to Tenant that Landlord has
received no notice of any violations of Environmental Laws relating to the
Premises.
ARTICLE 25
TITLE AND COVENANT AGAINST LIENS
25.1 (a) Landlord's title is paramount and always shall be paramount to the
title of Tenant and nothing contained in this Lease shall empower Tenant to do any
act which can, shall or may encumber the title of Landlord. Tenant covenants and
agrees not to suffer or to permit any lien of mechanics or materialmen to be placed
upon or against the Premises,, the Club House, the Property or against Tenant's
leasehold interest in the Premises and, in case of any such lien attaching, to pay
and remove the same within thirty (30) days. Tenant has no authority or power to
cause or to permit any lien or encumbrance of any kind whatsoever, whether
created by act of Tenant, operation of law or otherwise, to attach to or be placed
upon the Premises, the Club House or the Property, and any and all liens and
encumbrances created by Tenant shall attach only to Tenant's interest in the
Premises. If any such liens so attach and Tenant fails to pay and remove the same
within thirty (3 0) days, Landlord, at its election, may pay and satisfy the same and
in such event the sums so paid by Landlord, gay from the date of
Landlord's payment thereof at the rate of 1.5% er month for amounts owed to
Landlord by Tenant, shall be deemed to be additional rent due and payable by
Tenant at once without notice or demand.
(b) Landlord acknowledges that the Tenant may obtain financing
which would require a secured interest in certain assets. Tenant's shall provide
Landlord with evidence of financing which shall acknowledge the Landlord's right
of first refusal.
21
ARTICLE 26
EXTERMINATOR SERVICE AND CERTAIN MAINTENANCE
26.1 Without limiting Tenant's obligations under Article 7 or 8 of this
Lease, throughout the Term, Tenant shall cause extermination services, including
treatment for insects, spiders, rats, mice, moles and other rodents, to be provided to
the Premises by a reputable exterminator on a monthly basis, or more often as
Landlord, in Landlord's reasonable discretion, may require, at Tenant's expense.
26.2 Without limiting Tenant's obligations under Article 7 or 8 of this
Lease, the kitchen waste and exhaust systems, including the grease trap and all
risers, piping and fans used in connection with such waste and exhaust systems,
whether located in or outside of the Premises, and all other pipes or ducts used b
Tenant, shall be maintained in good repair, and so as to meet the highest standards
of cleanliness and health, in a manner consistent with the operation of a first -class
restaurant and banquet facilities in accordance with all applicable laws, codes and
regulations of any governmental authority having jurisdiction, at Tenant's expense.
26.3 Without limitation of any of the foregoing, Tenant, at it's expense,
shall perform routine maintenance in order to properly maintain the grease trap and
basin to prevent, at all times, any overflow or discharge of grease at the surface of
the grease trap manhole. Plumbing pipes from the Club House to the grease
trap /basin shall be rooted and cleaned regularly by Tenant as often as necessary to
prevent clogging or discharge into the basement of the Club House. In the event of
any such overflow or discharge, Tenant shall be responsible for all costs of cleanup
of the overflow or discharge, including all costs of repair, restoration or
replacement of property damaged by such overflow or discharge, unless such
overflow or discharge is caused by a third party and such costs are not covered by
insurance carried or required to be carried b Tenant. Landlord shall be
responsible to maintain and correct any structural by to the grease trap/basin as
well as the sanitary sewer line from the grease trap /basin to the sewer main.
Tenant shall be responsible for any charges incurred by Landlord to clear any
blockage caused by -failure to maintain grease trap/basin that may develop between
grease trap/basin and sewer main.
26.4 Tenant shall clean the grease pans on a regular basis. Tenant shall
cause the exhaust fan if any, to be maintained in a good state of condition and
repair so as to provide the air flow velocities required b applicable codes and
regulations. Landlord shall cause all fire detection and f re suppression systems
and mechanisms to be maintained in accordance with all applicable laws, codes
and regulations and the requirements of all applicable policies of insurance and
insurance inspectors. Notwithstanding the foregoing, Tenant shall maintain the
range hood fire suppression system.
26.5 Landlord shall maintain in good working order and condition and in
accordance with the rules and regulations of all appropriate insurers and all
M
applicable laws, codes and regulations of any governmental authority, all fire
extinguishing systems in the Premises.
26.6 Within ten (10) days after Tenant's execution of any maintenance or
extermination contracts, or after Landlord's request therefor at any time during the
Term, Tenant shall furnish to Landlord copies of all such contracts. Tenant, within
ten 410) days of Landlord's request therefor, shall also provide evidence to
Landlord of payment for services performed under such contracts. If Tenant fails
to enter into extermination and maintenance contracts reasonably cceptable to
Landlord under which services are provided to Landlord's satisfaction, without
limitation of Landlord's other rights under this Lease, Landlord shall have the right,
at Tenant's sole cost and expense, to contract and to pay for such services to be
performed on behalf of Tenant. Tenant shall reimburse Landlord for one hundred
ten percent (110 %) of costs, expenses and damages incurred by Landlord in
connection with any failure by Tenant to perform its obligations under this Article.
ARTICLE 27
GARBAGE
Tenant shall be responsible for wrapping, covering and otherwise securing
garbage and transporting such garbage to the dumpster area frequently enough so
that it will not accumulate in the Premises, for arranging for a dumpster to be
located where designated by Landlord from time to time and for frequent removal
of garbage from the dumpster so long as such removal complies with applicable
codes and requirements of the Village of Buffalo Grove; provided, however in the
event of complaints by neighbors which are not resolved, such removal shall be
daily. Tenant shall be responsible for repairing and paying for any damage to
walls or other parts of the Club House caused in transporting garbage and shall
immediately clean up any spilled refuse.
ARTICLE 28
GENERAL REQUIREMENTS
All services to the Premises by Tenant shall be provided by a contractor or
contractors reasonably satisfactory to Landlord capable of working in harmony
with contractors retained by Landlord to rovide services to or perform work in the
Club House, whose union affiliations shall not result in labor
claims or disputes with contractors emp oyed by Landlord an shall not result in
any labor actions being filed against Landlord or the Club House, and whose
presence in the Club House shall not create security or coordination problems with
Landlord or its respective agents, contractors, employees, licensees and invitees.
23
ARTICLE 29
ODORS
Tenant shall use every effort to prevent odors from the Premises from
emanating to any part of the Club House or outside of the Premises; other than
normal and customary odors that result from cooking exhaust, including mesquite
wood grilling which is hereby approved by Landlord.
ARTICLE 30
MISCELLANEOUS
30.1 Modifications in Writing. No modification, waiver or amendment of
this Lease or of any o its conditions or provisions shall be binding upon Landlord,
or Tenant unless in writing signed by Landlord and the Tenant.
30.2 Headings. The headings of Articles and Sections are for convenience
only and do not 1— imi expand or construe the contents of the Articles and Sections.
30.3 Time of Essence. Time is of the essence of this Lease and of all
provisions hereoF
30.4 Severability. The invalidity of an provision of this Lease shall not
impair or affect in any manner the validity, en ay or effect of the rest of
this Lease.
30.5 Entire Agreement. All understandings and agreements, oral or
written, previously made between the parties hereto are merged in this Lease,
which alone fully and completely expresses the agreement between Landlord and
Tenant. This Lease cannot be amended or modified except by a written instrument
executed by Landlord and Tenant.
30.6 Force Majeure. If Landlord or Tenant fails to perform timely any of
the terms, covenants or conditions of this Lease to be performed by Landlord or
Tenant and such failure is due in whole or in part to any strike, lockout, labor
trouble, civil disorder, inability to procure materials, failure of power, restrictive
governmental laws or regulations, riots, insurrections, war, fuel shortages,
accidents, casualties, acts of God, acts caused directly or indirectly either party, or
by their agents, employees, contractors licensees or invitees, or any other cause
beyond the reasonable control of Landlord, or Tenant then Landlord or Tenant
shall not be deemed in default under this Lease as a result of such failure and any
time for performance by Landlord or Tenant provided for herein shall be extended
by the period of delay resulting from such cause.
30.7 Shareholder of Tenant. Notwithstanding anything to the contrary
contained herein or any law, Landlord shall not be entitled to seek and/or secure a
personal or deficiency judgment against tsha�, officers o y of
Tenant., �t rHtb e,r� qha Pr j
OZ1
30.8 Exhibits. It is hereby acknowledged by and between the parties that
the Exhibits rye lected in the Lease agreement have not been created and are
therefore not attached to the Lease. The parties agree to work together within a
reasonable time frame to reach agreement on said Exhibits. The Lease is
conditioned upon and subject to the arties reaching agreement on the Exhibits;
and the inclusion of the Exhibits into the Lease agreement. There shall be mutual
agreement on all Exhibits hereto (Exhibits A -E) prior to Tenant's scheduled
possession of the Premises.
IN WITNESS WHEREOF, the parties hereto have caused this Lease
to be executed as of the date first above written.
LANDLORD:
VILLAGE OF BUFFALO GROVE
Vi lage President
ATTEST:
Vil age Clerk
Af aly-
TENANT:
PROGRESSIVE MANAGEMENT
SERVICES, LLC
Presi ent
ATTEST:
25
S etary
EXHIBIT A
SKETCH OF THE PREMISES
(To be inserted )
26
EXHIBIT B
OPERATIONAL STANDARDS
(TO BE INSERTED)
27
EXHIBIT C
KITCHEN EQUIPMENT LIST
Manufacturer Description Cost
1.
(to be inserted)
EXHIBIT D
LANDLORD'S WORK
LANDLORD'S WORK- DINING ROOM
(TO BE INSERTED)
LANDLORD'S WORK - KITCHEN
(TO BE INSERTED)
29
EXHIBIT E
TENANT'S WORK
(TO BE INSERTED)
30