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Packet - 04/15/2019 - City Council
AMENDED AGENDA REGULAR CITY COUNCIL MEETING City Council Chambers, 333 S Green Street Monday, April 15, 2019 1. Call to Order. 2. Roll Call. 3. Pledge of Allegiance. 4. Proclamation: Proclaiming April 26, 2019 as Arbor Day. 5. Public Comments: Any member of the public wishing to address the Council is invited to do so by signing in at the meeting entrance and, when recognized, stepping to the podium. Opportunities for Public Comment are also provided under each Individual Action Item. 6. Consent Agenda: Motion to Approve the Following Consent Agenda Items: A. Appointment of Ann Buss to fill a vacant Trustee position on the McHenry Police Pension Board; B. Boone Creek Dredging Spoil Hauling Contract Award to Sunset Logistics, LLC of Crystal Lake, Illinois in an amount not to exceed $216,000; C. Parks & Recreations Facilities Alcohol and Special Use Permit Request; D. April 1, 2019 City Council Meeting Minutes; E. Issuance of Checks in the amount of $207,155.95. F. As needed Checks in the amount of $119,031.56; 7. Individual Action Item Agenda. A. Motion to approve an Ordinance authorizing the Mayor's execution of an Economic Incentive Agreement between the City of McHenry and RR McHenry LLC. B. Motion to accept the surrender of the Class A liquor license from the McHenry Country Club and grant the issuance of a Class A liquor license to Food For Thought McHenry Country Club LLC d/b/a Metalwood Grille pending approval of its application. C. Motion to adopt an Ordinance amending Chapter 9 of the City of McHenry Code to Prohibit Sweepstakes Machines. 8. Discussion Only Items. A. Discussion Regarding the FY2019/2020 Proposed Budget 9. Executive Session. The City of•SIcIlenry is dedicated to providing its citizens, businesses, and visitors with the highest quality of prograrns and services ill a custorner-oriented, efficient, andfiscally responsible nurnner. Mcs' 10. Staff Reports. 11. Mayor and City Council Comments. 12. Adjourn. The complete City Council packet is available for review online via the City website at wwi��.ci.rrtcJterary.il.ars. For further information, please contact the Office of the City Administrator at 815-363-2108. The proceedings of the City Council meeting are being video -recorded and every attempt is made to ensure that they are posted on the City of McHenry, IL "YouTube" channel within twenty-four (24) hours of the meeting adjournment. NOTICE: In compliance with the Americans with Disabilities Act (ADA), this and all other City Council meetings are located in facilities that are physically accessible to those who have disabilities. If additional accommodations are needed, please call the Office of the City Administrator at 815-363- 2108 at least 72 hours prior to any meeting so that accommodations can be made. PROCLAMATION WHEREAS, in 1872, J. Sterling Morton proposed to the Nebraska Board of Agriculture that a special day be set aside for the planting of trees; WHEREAS, this holiday, called Arbor Day, was first observed with the planting of more than a million trees in Nebraska; WHEREAS, Arbor Day is now observed throughout the nation and the world; WHEREAS, trees can reduce the erosion of our precious topsoil by wind and water, cut heating and cooling costs, moderate the temperature, clean the air, produce oxygen and provide habitat for wildlife; WHEREAS, trees are a renewable resource, enhance property values and the economic vitality of business areas, beautify our community, and are a source of joy and spiritual renewal; WHEREAS, the City of McHenry has been recognized as a Tree City USA for 25 consecutive years by the Arbor Day Foundation and desires to continue its tree -planting ways. NOW, THEREFORE, BE IT RESOLVED, I Wayne Jett Mayor of the City of McHenry and the McHenry City Council do hereby proclaim April 26, 2019 as Arbor Day in the City of McHenry and urge all citizens to celebrate Arbor Day and support the protection of our trees and woodlands. FURTHER, we urge all citizens to plant and care for trees to gladden the heart and promote the well-being of future generations. Mayor Office of the Mayor Wayne Jett, Jr. McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2100 www.ci.mchenry.il.us CONSENT AGENDA SUPPLEMENT TO: City Council FROM: Wayne Jett, Mayor FOR: April 15', 2019 Regular City Council meeting RE: McHenry Police Pension Board of Trustees Appointment Agenda Item Summary: In October of 2018 the Mayor's Office was notified that Ormel Prust would be stepping down from his appointed position on the McHenry Police Pension Board. Ann Buss is being presented for appointment to fill the vacant Board position with the advice and consent of the City Council. Background: In October of 2018 the Mayor's Office was notified that long standing McHenry Police Pension Board Member, Ormel Prust would be stepping down before the end of 2018. Mr. Prust's current term as a board member was set to expire on April 30", 2019. With this vacancy the Mayor's Office began to look at replacement options. Through this process, Ann Buss expressed an interest in filling the vacancy and was met with by Mayor Jett, Pension Board Member Jeff Foerster and Chief Birk. Analysis: Ann Buss has been employed by First Midwest Bank since 1991 and has extensive experience in the bank industry. She holds an executive level position at First Midwest Bank (Assistant Vice President) and will make a good fit to fill the vacant position on the Police Pension Board. Ann is a lifelong McHenry resident who has played an active role in our community for years. Recommendation: A motion establishing City Council consent and approval of Mayor Jett's appointment of Ann Buss to the vacant McHenry Police Pension Board of Trustees position which is will expire on April 30th, 2019 and to renew her position for the new term which begins on May 15t, 2019 and expires on April 301h, 2021. Department of Public Works Jon M. Schmitt, Director 1415 Industrial Drive McHenry, Illinois 60050 Phone: (815) 363-2186 Fax: (815) 363-2214 www.ci.mchenry.il.us CONSENT AGENDA SUPPLEMENT DATE: April 15, 2019 TO: Mayor and City Council FROM: Jon M. Schmitt, Director of Public Works RE: Boone Creek Dredging Spoil Hauling Services Bid Award ATT: Bid Tabulation AGENDA ITEM SUMMARY: The purpose of this agenda item is for Council to consider awarding the bid for the Boone Creek Dredging Spoil Hauling Services Contract to Sunset Logistics, LLC of Crystal Lake, Illinois. BACKGROUND: At the November 26, 2018 City Council Meeting, City Council authorized the execution of an Intergovernmental Agreement (IGA) between the City of McHenry and the Fox Waterway Agency (FWA) for the dredging of Boone Creek from the Fox River to the Green Street Bridge. Pursuant to the agreement the FWA will provide equipment and staff to perform the dredging operations. The City's responsibility will be to provide spoil hauling services as well as storage and/or disposal of the dredged materials. As the City is not capable of providing the necessary trucking to haul such volumes, staff publicly bid a contract for the performance of spoil hauling services to support the FWA's dredging operation between the months of May and November of this year. On March 29, 2019 three (3) bids were received for the Boone Creek Dredging Spoil Hauling Services Contract. Bids ranged from $216,000.00 to $295,200.00. The Estimate of Cost for this contract was $160,000. ANALYSIS: Staff has analyzed and checked the bids for accuracy and recommends awarding the contract to Sunset Logistics, LLC of Crystal Lake, Illinois. This is a unit price contract and the final cost of construction will be based upon final documented quantities. The City of McHenry is dedicated to providing the citizens, businesses and visitors of McHenry with the highest quality of programs and services in a customer -oriented, efficient and fiscally responsible manner. RECOMMENDATION: Therefore, if Council concurs, it is recommended to award the bid to Sunset Logistics, LLC of Crystal Lake, Illinois for the Boone Creek Dredging Spoil Hauling Services Contract in the amount of $216,000.00 (actual amount may vary based on quantities used). If approved, the FY19/20 Budget will include a budget amount of $216,000 instead of $160,000 for this project. The City of McHenry is dedicated to providing the citizens, businesses and visitors of McHenry with the highest quality of programs and services in a customer -oriented, efficient and fiscally responsible manner. Tabulation of Bids Date: 3/29/2019 Time: 10:00 AM City of McHenry Public Works Department Boone Creek Dredging, Spoil Hauling Services * CITY OPTION (PRICING ONLY) Name of Bidder. DK Contractors, Inc. Sunset Logistics, LLC. Tonyan Bros., Inc. 11073 122nd Street 1320 S. Virgina Road 5101 N Richmond Road Pleasant Prairie, WI 53158 Crystal Lake, IL 60014 Ringwood, IL 60072 Proposal Guarantee: Bid Bond Security Check Security Check Unit Price Total Unit Price Total Unit Price Total $ 176.29 $ 264,435.00 $ 140.00 $ 210,000.00 $ 157.00 $ 235,500.00 $ 26.71 $ 8,013.00 $ 20.00 $ 6,000.00 $ 199.00 $ 59,700.00 $ 1,680.00 NA NA Total Bid: As Read: $ 272,448.00 $ 216,000.00 $ 295,200.00 As $ 272,448.00 $ 216,000.00 $ 295,200.00 LOW BID AL +:4 McHenry Bill Hobson, Director of Parks and Recreation McHenry Recreation Center 3636 Municipal Drive McHenry, Illinois 60050 Phone: (815) 363-2160 Fax: (815) 363-3119 www.ci.mchenry.il.us/park_recreation CONSENT AGENDA SUPPLEMENT DATE: April 15, 2019 TO: Mayor and City Council FROM: Bill Hobson, Director of Parks and Recreation RE: McHenry Parks & Recreation Facilities Alcohol & Special Use permit requests ATT: Permit List and Applications All fees and documentation have been satisfactorily submitted for the attached McHenry Parks & Recreation Facilities Alcohol & Special Use permit requests. If Council concurs, then it is recommended a motion is considered to approve the attached McHenry Parks & Recreation Facilities Alcohol & Special Use permit requests. The 06- of rlleHenrl, is dedicated to providing its cilizens, businesses, and visitors with the highest tlrtalit), of prngratns and services in a castonter-oriented, cfficienl, and iscallp responsihk manner. FOR COUNCIL MEETING ON APRIL 15, 2019 Shelter Rental Alcohol Permits These are alcohol permit requests associated with shelter rentals Date Applicant Address Park Purpose None Special Use Permits These are special use permit requests associated with shelter rentals Date Applicant Address Park Special Use 05/18/19 Salvatore DiRubbo 5104 Sandburg Dr PP Beach R/C Club 6/29/19 Sarah Pigman 4704 Glen brook Tri Veterans Bounce House Recreation Center Room Rental Alcohol Permits These are alcohol permit requests associated with Recreation Center room rentals or programs. Date Applicant Address Rec Center Purpose 05/19/18 Justina Ndu 4306 W Shamrock Ln Rooms A/B/C Graduation Party 06/30/19 Stephanie Bruenning 2922 Lincoln Ave Room A Bridal Shower AL McHenry Parks & Recreation Shelter, Alcohol & Special.Use Permit Application --- -- Application Date: l I1z� Rental Date: � t-y Rental (vj -' c ' 6 Name of Applicant: A7 0 Rr<;. K (t _ Date of Birth: Group/Organization (tf applicable):.-.I•t r r.�- - _ � . Address:_ '_'/l) <1 S_/� hl i) i (.t. R f� i R _,City/StatefZlp:1` 10 lt' tir Rif ( rr�U 0 1 O Home Phone: _ .__. EventAtle/Activity: PI/C IA 1) (,-� (. A I fc' C. RA 1*7 F4 `/ l ,)G-I�gttendance: -��" 7 t� List all activities to be held: %'Ly(ht h P PL/10CS l_Y(llli:'1 `tttlTU['fl/..:'11 SHELTER. to Knox Shelter A a Petersen ShelterA o Petersen Shelter C a Knox Shelter B o Petersen Shelter 8 ❑ Veterans Gazebo WEDDING; ❑ Rails removed at Veterans Memorial Park ($25 fee) BEERNNM (at least 4 weeks notice needed) a Veterans Shelter tu,Other, � CA C)-� Type of Alcohol to be Served: Oone o Wlne o Beer NO OTHER ALCOHOL ALLOWED Amount of Alcohol: Wine Bottles # Beer Cases # Beer Kegs CI SPECIAL USE: (at least 4 weeks notice needed) - Equipment provided by renter (� a Tent ❑ Bounce House Lddatlon:_ ` A-Z � � S �� Y> 0 eA 1,A. Applicant to call JULIE (1-800-892-otz3) forstaking of Tents and Bounce Houses a Tables# ❑ Chairs# — o Benches# o WeddingArch a Performer ❑ Catered Pig Roast o Other OTHERt Groups over 5 DAMAGE DEP; Credit Card Nt Signature:—' ❑ Music: o DJ a Band o Carnival Rldes o Animals Approval will be based on the items listed above. Any other requests are subject to further approval. If applicable, health perm Its are required by lawforconcesslons and catering. Please make arrangements to obtain perntlts, McHenry County Department of Health: 815 334-4585 1 agree ail alcohol containers will be removed by opplicant or placed In proper containers on site on the rental date and that no underage or Intoxicated person will be allowed to consume any alcohol brought Into City of McHenry property under this permit. I agree that none of the alcohol allowed in City of McHenry property, pursuantto this applkatlon will be sold, It being understood that the sale of alcohol underthlspermit Issued pursuant to this appAcatlon Is expressly prohibited. I also understand that not complyingwith the rules will result In loss of deposit, I agree to hold the City of A4cHenry, Its employees and agents harmless, and Indemnlfysamefrom any and all liability of injury to person or property occurring as a result of the activity sponsored by permittee and said person shall be liable to the City of McHenryfor any and all damage to parks, recreation facilities and equipment owned by same, which results from or during the activity of permlttee or Is caused by participant in said activity. Ali persons agreato comply with the City of McHenry Municipal Code and all Parks 8, Recreation regulations. I have read and fully understand the McHenry Recreation ShelterCuldellnes. Signature._, . f t r2• �/ � �-�jU nn+,a. r3 1 2, X SHELTER: I3 Knox Shelter A n Petersen ShelterA n Petersen Shelter C X Veterans Shelter o Knox Shelter B d Petersen Shelter B o Veterans Gazebo ❑ Other WEDDING: ❑ Ralls removed atVeterans Memorial Park 025 fee) BEERIWiNEt (at least weeks notice needed) Type of Alcohol to be Served: o None n Wine Beer NO OTHER ALCOHOL ALLOWED Amount of Alcohol: Wine Bottles # Beer Cases # Z Beer Kegs # SPECIAL USE: (at least} weeks notice needed)— Equipment pr vldecl by renter a Tent :;Bounce House Lodation: ', os LVA Applicant• to call JULIE (1-800-892-0123) for staking of Tents and Bounce Houses o Tables # ❑ Chairs # a Benches # ❑ Wedding Arch _ Li Performer o Music: o DJ ❑ Band ❑ Carnival Rides o Animals o Catered Pig Roast o Other OTHER: Groups over 5 DAMAGE DEP: Credit Card Ni Signature:. Approval wig be based on the items ustea aoove. Any other requests aresubject to further approval. If applicable, health permits are required bylaw for concessions and catering. Please make arrangements to obtain permits. McHenry County Department of Health: 815 334-4585 1 agree all alcohol containers will be removed by applicant or placed In proper containers on site on the rental data and that no underage or intoxicated person will be allowed to consume any alcohol brought into City of McHenry property under this permit. I agree that none of the alcohol allowed In City of McHenry property, pursuantto this application will be sold, It being understood that the sale of alcohol under this permit issued pursuant to this application is expresslyprohlbfted. I also understand that not complyingwItli the rules wig result In loss of deposit. I agree to hold the City of McHenry, Its employees and agents harmless, and indemnify same from any and all liability of injury to person or property occurring as a result of the activity sponsored by permittee and said person shall be liable to the City of McHenry for any and all damage to parks, recreation facilities and equipment owned by same, which results from or during the activity of permlttee or is caused by participant in said activity. All persons agree to comply with the City of McHenry Municipal Code and all Parks & Recreation regulations. I have read and fully understand the McHenry Itecreatlop ShelterCukiellnes. rr' I Signature: y_ n.+A• '? � Z_ r _O (" 1 McHenry 0 maRrt.Mb4ft".vn Rental D, Name of -Iq--p7 Group/Organization (if applicable):____ McHenry Recreation Center Facility Rental Permit Application Application Date: '3 -- i 'dZ---- ) 1 3 -- Time (Include set-up/clean-up): Date of Birth: Address ^4020�', W1 SHA-rnRdclL 14WZ3 W94 City/State/zip: x V YL-- Ova se) Home Phone:_ Tltle/Activlty:....._�S�TC�a.... -..... ....... -......................... Attendance: l LC) -- ROOM:')0 A o Kitchen SET-UP: Banquet TABLES/CHAIRSi ci Round #_ VB ❑ Studio ❑ Board Room u Rectangle C o Classroom o Chairs # _ D Theater BEERIWINE: (at least 4 weeks notice needed) Type of Alcohol to be served: u None Wine N Beet NO OTHER ALCOHOL ALLOWED Amount of Alcohol: Wine Bottles # a Beer Cases #y Beer Kegs # SPECIAL USE: (at least 4 weeks notice needed) — Equipment provided by renter o None ❑ Caterer: Name ❑ DJ/Band/Performer: Name _ ❑ Tent ❑ Bounce House Location: Applicant to call JULIE 0-800•892-0123} for staking of Tents and Bounce Houses a Other DAMAGE DEPOSIT: Credit Card Signature: Approval will be based on the items listed above. Any otherrequests are subject to further approval. if applicable, health permits are required by law for concessions and catering. Please make arrangements to obtain permits. McHenry County Department of Health: 815-334-4585 1 agree all alcohol containers will be removed by applicant or placed in proper containers on site on the rental date and that no underage or Intoxicated person will be allowed to consume anyalcohol brought into City of McHenry property under this permit. I agree that none of the alcohol allowed in Clty of McHenry property, pursuant to this application will be sold, It being understood that the sale of alcohol under this permit Issued pursuant to this application Is expressly prohibited. I also understand that not complying with the rules will result In loss of deposit. I agree to hold the City of McHenry, Its employees and agents harmless, and Indemnify same from any and all liability of injury to person or property occurring as a result of the activity sponsored by permittee and said person shall be liable to the City of McHenryfor any and all damage to parks, recreation facilities and equipment owned by same, which results from or during the activity of permittee or Is caused by participant In said activity. All persons agree to comply with the City of McHenry Municipal Code and all Parks & Recreation regulations. I have read and fully understand the McHenry Recreation Center Rental Guidelines. Signature:__ � Date• McHenr0 M4tf Htmrtr� dawc..gas Rental Date:_ Name of Applicant: Group/Organization (if Home PF Personal Event Tit ROOM: �A XKltchen a B n Studio aC McHenry Recreation Center Facility Rental Permit Application Application Date: �12.1Z.01 j —�Rental Time (Include set•up/clean-up): LAW — 3 Owl n yi, ` �� IC _Date of Birth: � - SET -UPC XBanquet TABLES/CHAIRSi d'Round # r. ❑ Board Room j(f Rectangle H. ❑ Classroom YChalrs #�� o Theater BEER/WINE: (at least 4 weeks notice needed) Type of Alcohol to be Served: a None IkWlne t)(Beer NO OTHER ALCOHOL ALLOWED Amount of Alcohol: Wine Bottles hrm—la Beer Cases #—L— Beer Kegs # SPECIAL USE: (at least 4 weeks notice needed) -- Equipment provided by renter i None o Caterer: Name a DJ18and/Performerl Name a Tent u Bounce House Location: Applicant to call JULIE (1-800-892-0123) for staking of Tents and Bounce Houses o Other, DAMAGE DEPo Credit i Slgnatt "t'PrOYda.ni..�..vxv o..ai.ay....u�.w..w......yu...�..�yw+............,,.�..v.v..............................vu.y..w...... y...........� required by law forconcesslons and catering, Please make arrangements to obtain permIts. McHenry County Department of Health; 8i5.334.4585 I agree all alcohol containers"be removed by applicant or placed in proper containers on site on the rental date and that no underage or Intoxicated person will be allowed to consume any alcohol brought Into City of McHenry property under this permit. I agree that none of the alcohol allowed In City of McHenry property, pursuant to this application will be sold, It being understood that the sale of alcohol under this permit issued pursuant to this application Is expressly prohibited.I also understand that notcomplyingwlth tare rules will result In loss of deposit. I agree to hold the City of McHenry, Its employees and agents harmless, and Indemnify same froin any and all liability of Injury to person or property occurring as a result of the activity sponsored by permittee and said person siwll be liable to the Clty of McHenry for any and all damage to parks, recreation facilities and equipment owned by some, which results from or during the activity of permittee or is caused by participant In said activity. All persons agree to comply with the City of McHenry Municipal Code and all Parks & Recreation regulations. I have read and folly understand Ole McHenry Recreation Center Rental Guidelines, J Signature: —Date: --' r 2 ZUI �7 City Council Meeting Minutes April 1, 2019 Page 1 City Council Meeting April 1, 2019 Call to Order Mayor Jett called the regular meeting scheduled for April 1, 2019 of the McHenry City Council to order at 7:00 pm in the McHenry City Council Chambers, 333 S. Green Street, McHenry, IL. Roll Call Deputy Clerk Meadows called the roll. Roll call: Members present: Alderwoman Condon, Alderman Devine, Alderman Mihevc, Alderman Curry, Alderman Schaefer, Alderman Glab, and Alderman Santi. Others present: Attorney McArdle, Administrator Morefield, Director of Public Works Schmitt, Director of Community Development Polerecky, Finance Director Lynch, Director of Parks and Recreation Hobson, Director of Economic Development Martin and Chief of Police Birk. Pledge of Allegiance Mayor Jett proceeded to lead those present in the Pledge of Allegiance. Public Comment Mayor Jett asked if anyone in the audience wished to address the Council Members at this time. Those in attendance offered no comments. Consent Agenda: Motion to Approve the Following Consent Agenda Items: A. Ordinance authorizing the Disposal of Surplus Property owned by the City of McHenry; B. Curran Road Highway Safety Improvement Program (HSIP) IDOT Agreements; C. Pearl Street Illinois Transportation Enhancement Program (ITEP) IDOT Agreements; D. 2019 Hot Mix Asphalt (FOB) Materials Contract Award to Peter Baker and Son Company in the amount of $41.00 per ton for HMA Surface Mixture and $34.00 per ton for HMA Binder Mixture; E. March 18, 2019 City Council Meeting Minutes; F. Issuance of Checks in the amount of $191,030.49. Mayor Jett asked the Council Members if there were any items listed on the consent agenda they wished to remove for separate consideration. The Council Members offered no comments. A Motion was made by Alderman Curry and seconded by Alderman Santi to approve the consent agenda items A-F as presented. Mayor Jett asked if the Council Members had any other comments regarding the consent agenda items. Alderman Santi asked Director Schmitt with respect to agenda item S.D. what was the difference between the HMA Surface Mixture and the HMA Binder Mixture. Director Schmitt reported that the surface mixture is used for the initial roadway repairs followed by the binder sealer. Alderman Santi thanked Director Schmitt for his response. City Council Meeting Minutes April 1, 2019 Page 2 Roll call: Vote: 7-ayes: Alderman Curry, Alderman Santi, Alderman Glab, Alderman Schaefer, Alderman Mihevc, Alderman Devine and Alderwoman Condon. 0-nays, 0-abstained. Motion carried. Individual Action Item Agenda Motion to approve a Sign Variance to D.R. Horton to allow off -site advertising signage at the southeast corner of Veteran's Parkway and South Route 31 for a period not to exceed two years, or when the final certificate of occupancy is issued for the Oaks at Irish Prairie Subdivision. Director Polerecky provided the Council Members with an overview of the sign variance request that the department had received to allow an offsite development sign for the Oaks at Irish Prairie Subdivision. He continued on to report that D.R. Horton and the property owner, Prairie Pointe Land Development Corporation, have an agreement in place to allow for the development sign pending City Council approval. Alderman Santi asked if the development sign would be lit. Director Polerecky replied no. Alderman Santi questioned if there were variance application fees and permit fees associated with the sign variance request. Director Polerecky replied yes, and the sign variance application fees had been paid. Mr. Hoffman, Land Acquisitions Director for D. R. Horton approached the podium. He reported that the reasoning behind the sign variance request was directional in nature due to the fact that their development is not located off of any major City intersections. Alderman Santi questioned if D.R. Horton had considered using a billboard sign. Mr. Hoffman replied yes, however billboard signage is very costly. Alderman Glab stated he had no issues with the variance request. However, he was questioning the term of the variance. He went on to question the reasoning behind the expiration date of either two -years or when the last certificate of occupancy is issued. Director Polerecky noted that D.R. Horton builds spec homes and that the subdivision could be built -out without all the spec homes being sold. In his opinion the term not to exceed two years or when the final occupancy is issued protects both the City and the Developer. Mayor Jett asked if those in attendance had any questions regarding the matter under consideration. Those in attendance offered no comments. There being no further discussion on the motion, a Motion was made by Alderman Mihevc and seconded by Alderman Sant! to approve a Sign Variance to D.R. Horton to allow off -site advertising signage at the southeast corner of Veterans' Parkway and South Route 31 for a period not to exceed two years, or when the final certificate of occupancy is issued for the Oaks at Irish Prairie Subdivision. City Council Meeting Minutes April 1, 2019 Page 3 Roll call: Vote: 7-ayes: Alderman Mihevc, Alderman Santi, Alderwoman Condon, Alderman Devine, Alderman Curry, Alderman Schaefer and Alderman Glab. 0-nays, 0-abstained. Motion carried. Motion to table consideration of an Incentive Agreement between the City of McHenry and Blue Stone Single Tenant Properties, LLC to the April 15, 2019 City Council Meeting. Mayor Jett reported that the representatives from Blue Stone Single Tenant Properties, LLC has been unavailable to discuss this matter. However, he does have a call scheduled for Wednesday, April 10th with the developer. He recommended the Council Members consider tabling this matter until the April 151h City Council meeting. There being no further discussion on the motion, a Motion was made by Alderwoman Condon and seconded by Alderman Curry to table consideration of an Incentive Agreement between the City of McHenry and Blue Stone Single Tenant Properties to the April 15 2019 City Council Meeting. Roll call: Vote: 7-ayes: Alderwoman Condon, Alderman Curry, Alderman Devine, Alderman Mihevc, Alderman Schaefer, Alderman Glab and Alderman Santi. 0-nays, 0-abstained. Motion carried. Discussion Only Items Process for Filling the City Clerk Vacancy Attorney McArdle discussed various options in which the City Council Members could proceed with filling the vacant City Clerk's position. He discussed the following options: 1. The Mayor would appoint a person to fill the vacancy through 2021 (with or without an appointed Deputy Clerk). 2. The Mayor could choose to leave the Deputy Clerk in the position without appointing anyone to fill the vacant City Clerk position. 3. The City Council could choose to place a referendum on the 2020 ballot to have the position no longer elected. 4. The City Council could choose to leave the City Clerk position vacant until spring of 2021. A lengthy discussion ensued with respect to the options regarding filling the City Clerk's position. Alderman Curry noted that in his opinion it was unfair to the voters not to be given an opportunity to elect a City Clerk as provided by ordinance. Alderwoman Condon agreed with Alderman Curry. Attorney McArdle will draft an amendment to Ordinance No. MC-18-1162 which was passed on February 5, 2018 to reflect the City' current operations and this matter will be brought back to the full City Council for a continued discussion in the near future. Executive Session There were no matters brought forward to discuss in executive session. Staff Reports The Staff Members offered no reports. City Council Meeting Minutes April 1, 2019 Page 4 Mayor and City Council Comments Mayor Jett wished Alderwoman Condon a belated Happy Birthday. Alderman Santi reported that the Public Works Committee has a committee meeting scheduled for Tuesday, April 9th at 6:00 p.m. Alderwoman Condon reported that the Community Development Committee is scheduled to meet on Monday, April 81h at 7:00 p.m. Adjournment. There being no further public business to discuss, a Motion was made by Alderman Santi and seconded by Alderman Glab to adjourn from the public meeting at 7.40 p.m. Roll call: Vote: 7- ayes: Alderman Santi, Alderman Glab, Alderman Schaefer, Alderman Curry, Alderman Mihevc and Alderman Devine and Alderwoman Condon.0-nays, 0-abstained. Motion carried. Respectfully submitted, Debra Meadows Mayor Deputy Clerk .= wP—m—r McHenry, IL Vendor Name Payable Number Vendor. AMA - ILLINOIS PUBLIC SERVICE INSTITUTE APWA- ILUNOIS PUBLIC IPS12019 Vendor: AQUA ILLINOIS - PA AQUA ILLINOIS - PA MS-20S4293 Vendor: BARTA, RON BARTA, RON INV0007949 Vendor. BAXTER & WOODMAN BAXTER & WOODMAN 020SO70 Vendor. BLIDIM BUDDYZ P19-03-013 Vendor: CENTEGRA OCCUPATIONAL MEALT14 CENTEGRA OCCUPATIONAL 223385 CENTEGRA OCCUPATIONAL 223385 CENTEGRA OCCUPATIONAL 223662 CENTEGRA OCCUPATIONAL 223779 Vander: 04FATOPMM DAVID CHRISTOPHER, DAVID INY0007838 Vendor: COMED COMED INV0007839 COMED WV0W7939 COMED INVOW7839 COMED INV0007540 COMED WV0007W COMED IN4007840 COMED INV0007840 Vendor: CONDUENT HR CONSULTING LLC CONDUENTHRCONSULTING 2414289 Vendor: CONSTELLATION NEWVMUWY INC CONSTELLATION NEWENERGY MNV0W7841 CONSTELLATION NEWENERGY WitOW7841 CONSTELLATION NEWENERGY INVOW7941 CONSTELLATION NEWENERGY INV00D7341 CONSTELLATION NEWENERGY WV0007841 CONSTELLATION NEWENERGY LNVOW7841 CONSTELLATION NEWENERGY INVO007842 Vendor: CURRAN CONTRACTING COMPANY CURRAN CONTRACTING 16123 Vendor. DIRECT ENERGY BUSINESS DIRECT ENERGY BUSINESS INV0007843 4/10/2019 11:22:44 AM Expense Approval Register List of Bills Council Meeting 4-15-19 Post Date Description (Item) Account Number Amount 04/15/2019 IPSI M LANGE 2019 510-35-5430 100.00 Vendor APWA - ILLINOIS PUBLIC SERVICE INSTITUTE Total: 100.00 04/15/2019 MCH SNORES $10-32-5110 425.60 Vendor AQUA ILLMOLS - PA Total: 425.60 04/15/2019 UNIFORM REIMB 500-33-4530 450.00 Vendor BARTA, RON Total: 450.00 04/15/2019 MEYER MAT RECL RET PERS 740-MS220 150.00 Vendor BAXTER & WOODMAN Total: 150.00 04/15/2019 TEMP SIGN REF 1OD-M3410 30.00 VedorBUDDYZTotak w00 0411S/2019 TESTING 100-05-5110 329.00 04/15/2019 TESTING 610-00.6940 $0.00 04/1S/2019 A MEARS 100-M-3110 35.00 04/15/2019 BANSELL 1OD-0S-5110 35.00 Vendor CENTEGRA LICCUPATWNAL HEALTH Total: 47940 04/15/2019 UNIFORM REIMS 100.33-4510 226.74 Vender CNRI6TOPM P, DAVID Toted: 226.74 04,/1S/2019 UTIL 1OD-01-WJLO 25&89 04,/15/2019 UTIL 100-45-5510 1 ".51 04/1J/' 2A19 UTIL 4004X0-5510 4488.75 04/15/2019 UTIL 510.31-5510 1,766.43 0411S/2019 UTIL 310-31-5510 2,267.10 04/15/2019 UTA 510-32-SS10 8,637.24 04/15/2019 U71L 510-32-%10 2,247.31 Vendor COMED Total: 26,796.23 04/15/2019 FES 2019 SYS FEES BCBS 6004*-6m 45.00 Vendor CONDUENT MR CONSULTING LLC Total: 45M OVIS/2019 UnL 200-33-5520 4918E 04/15/2019 UTIL 100-33-SS20 23,900.08 04/1S/2019 UTIL IOD-42-SS10 142.89 04/15/2019 UTIL 100-44-SS10 28.26 04/1S/2019 UTIL 10D-4S-SS10 129.79 j 04/15/2019 Unl. 100-46-SSID 2S.S0 04/15/2019 UTIL 510.32-SS10 28.26 Vendor CONSTELLATION NEWENERGY INC Total: 24,746.66 04/15/2019 SURF MIX 100-33-6110 1,864.90 Vendor CURRAN CONTRACTING COMPANY Total: 1,864.80 04/15/2019 LFnL 510-31-5510 5,235.99 Expense Approval Register Vendor Name Payable Number DIRECT ENERGY BUSINESS INV0007843 Vendor: ETTEN, CHRISTOPHER ETTEN, CHRISTOPHER INV0007850 Vendor: HRGREEN HRGREEN 125239 HRGREEN 125245 HRGREEN 125294 HRGREEN 125301 HRGREEN 125302 Vendor: HUB MARKET HUB MARKET P19-03-022 Vendor: ILLINOIS AUDIO PRODUCTIONS ILLINOIS AUDIO PRODUCTIONS 111296 Vendor: ILLINOIS STATE POLICE ILLINOIS STATE POLICE 0400202/2019 Vendor: IMPACT NETWORKING LLC IMPACT NETWORKING LLC 1385195 IMPACT NETWORKING LLC 1385195 IMPACT NETWORKING LLC 1385195 IMPACT NETWORKING LLC 1385195A IMPACT NETWORKING LLC 1385195A Vendor: LEXISNEXIS LEXISNEXIS 1236684-20190331 Vendor: LORENZ, K LORENZ, K INV0007844 Vendor: MCHENRY COUNTY DIV OF TRANSPORTATION MCHENRY COUNTY DIV OF 2-47 Vendor: MCHENRY COUNTY RECORDER OF DEEDS MCHENRY COUNTY RECORDER MAR 2019 STMT MCHENRY COUNTY RECORDER MAR 2019 STMT Vendor: NAPA AUTO PARTS MPEC NAPA AUTO PARTS MPEC 1370 13/ 19 STMT NAPA AUTO PARTS MPEC 1370 13/ 19 STMT NAPA AUTO PARTS MPEC 1370 13/ 19 STMT NAPA AUTO PARTS MPEC 1370 13/ 19 STMT NAPA AUTO PARTS MPEC 1370 13/ 19 STMT NAPA AUTO PARTS MPEC INV0007845 NAPA AUTO PARTS MPEC INV0007845 NAPA AUTO PARTS MPEC INV0007845 Vendor: PITNEY BOWES INC PITNEY BOWES INC 1011830891 4/10/2019 11:22:44 AM Packet: APPKTO1453 - 4-15-19 AP CKS Post Date Description (Item) Account Number Amount 04/15/2019 UTIL 510-32-5510 14,390.14 Vendor DIRECT ENERGY BUSINESS Total: 19,626.13 04/15/2019 UNIFORM REIMB 100-45-4510 450.00 Vendor ETTEN, CHRISTOPHER Total: 450.00 04/15/2019 PEARL LINCOLN ITEP 100-33-5110 2,595.00 D4/15/2019 HOME/RAMBLESSEW IMPR 100-01-8900 4,329.75 04/15/2019 SPEEDWAY RET PERS 740-00-5220 5,535.00 04/15/2019 BV RD-MCHENRY BP RET PERS 740-00-5220 861.75 04/15/2019 PAT EST 2014 740-00-5220 630.00 Vendor HRGREEN Total: 13,951.50 04/15/2019 TEMP SIGN REF 100-00-3410 30.00 Vendor HUB MARKET Total: 30.00 04/15/2019 QTRLY SVS 620-00-5110 135.00 Vendor ILLINOIS AUDIO PRODUCTIONS Total: 135.00 04/15/2019 MCH LIQ CONTROL COMM 1DO-01-5110 84.75 Vendor ILLINOIS STATE POLICE Total: 84.75 04/15/2019 COPY PAPER 100-00-6210 91.50 04/15/2019 COPY PAPER 100-22-6210 183.00 04/15/2019 COPY PAPER 100-33-6210 61.00 04/15/2019 COPY PAPER 510-32-6210 61.00 04/15/2019 COPY PAPER 510-35-6210 61.00 Vendor IMPACT NETWORKING LLCTotal: 457.50 04/15/2019 MTHLY PHONE SEARCHES 100-22-5110 141.00 Vendor LEXISNEXIS Total: 141.00 04/15/2019 MEAL REIMB 100-22-5420 8.00 Vendor LORENZ, KTotal: 8.00 04/15/2019 MC RIDE 100-01-5110 8,435.00 Vendor MCHENRY COUNTY DIV OF TRANSPORTATION Total: 8,435.00 04/15/2019 REC FEES 510-31-6940 34.00 04/15/2019 REC FEES 510-32-6940 136.00 Vendor MCHENRY COUNTY RECORDER OF DEEDS Total: 170.00 04/15/2019 PARTS 100-03-5370 95.09 04/15/2019 PARTS 100-22-5370 -167.08 04/15/2019 PARTS 100-33-5370 453.51 04/15/2019 PARTS 100-33-6110 399.58 04/15/2019 PARTS 100-45-5370 414.85 04/15/2019 PARTS 510-31-5370 344.37 04/15/2019 PARTS 510-32-5380 88.29 04/15/2019 PARTS 510-35-5370 2,056.25 Vendor NAPA AUTO PARTS MPEC Total: 3,684.86 04/15/2019 SUPPLIES 100-04-6210 178.47 Vendor PITNEY BOWES INC Total: 178.47 Expense Approval Register Vendor Name Payable Number Vendor: PRATHER, JAIMIE PRATHER,JAIMIE INV0007848 Vendor: REINWALL MARINE SERVICE INC REINWALL MARINE SERVICE 3/29/19 SVS Vendor: SEMROW JR, HARRY H SEMROW JR, HARRY H MARCH 2O19 SEMROW JR, HARRY H MARCH 2O19 Vendor: SMALE, GUY SMALE, GUY INV0007846 Vendor: TEREX UTILITIES INC TEREX UTILITIES INC 90946355 Vendor: UPS UPS 60X485139 UPS 6OX485139 Vendor: WATKINS, DAVID WATKINS, DAVID INV0007847 Vendor: WESTECH WESTECH 71717 Vendor: WINNEBAGO LANDFILL CO WINNEBAGO LANDFILL CO 3846 Vendor: WORKPLACE SOLUTIONS WORKPLACE SOLUTIONS INV16801 4/10/2019 11:22:44 AM Packet: APPKTO1453 - 4-15-19 AP CKS Post Date Description (Item) Account Number Amount 04/15/2019 MEALRIEMB 100-22-5420 6.67 Vendor PRATHER, JAIMIE Total: 6.67 04/15/2019 REPAIR 590-00-5110 4,375.00 Vendor REINWALL MARINE SERVICE INC Total: 4,375.00 04/15/2019 LEGEAL03/19 100-03-5110 48.75 04/15/2019 LEGEAL03/19 100-22-5110 438.75 Vendor SEMROW JR, HARRY H Total: 487.50 04/15/2019 BOOT REIMB 100-03-4510 107.49 Vendor SMALE, GUY Total: 107.49 04/15/2019 FREIGHT 100-33-5370 720.00 Vendor TEREX UTILITIES INC Total: 720.00 04/15/2019 SHIP 100-04-5310 10.72 04/15/2019 SHIP 100-22-5310 9,71 Vendor UPS Total: 20.43 04/15/2019 BOOT REIMB 100-03-4510 114.99 Vendor WATKINS, DAVID Total: 114.99 04/15/2019 FREIGHT 510-31-6110 114.08 Vendor WESTECH Total: 114.08 04/15/2019 SLDG 510-32-5580 2,303.64 Vendor WINNEBAGO LANDFILL CO Total: 2,303.64 04/15/2019 EAP SVS APRIL 2019 100-01-5110 450.42 Vendor WORKPLACE SOLUTIONS Total: 450.42 Grand Total: 111,366.46 Expense Approval Register Fund Summary Fund 100-GENERAL FUND 400 - RECREATION CENTER FUND 510- WATER/SEWER FUND 590 - MARINA OPERATIONS FUND 600- EMPLOYEE INSURANCE FUND 610 - RISK MANAGEMENT FUND 620- INFORMATION TECHNOLOGY FUND 740- RETAINED PERSONNEL ESCROW Expense Amount 47,769.26 11,488.75 40,296.70 4,375.00 45.00 80.00 135.00 7,176.75 Grand Total: 111,366.46 Packet: APPKT014S3 - 4-1S-19 AP CKS Expense Approval Register . .^ McHenry, IL #2 List of Bills Council Meeting 4-15-19 Vendor Name Payable Number Post Data Description (Item) Account Number Amount Vendor. ADAMS ENTERPRISES INC. R A ADAMS ENTERPRISES INC, RA J002070 04/15/2019 800 510-35-5370 261.04 ADAMS ENTERPRISES INC, RA S008109 04/15/2019 405 100-33-5370 149.32 Vendor ADAMS ENTERPRISES INC, R A Tote]: 41036 Vendor: ADAMS STEEL SERVICE & SUPPLY, INC ADAMS STEEL SERVIC & 354750 04/15/2019 Parking lot Lighting repairs L00.45-5110 262.00 ADAMS STEEL SERVICE & 355549 04/15/2019 welder 100-33-5370 223.84 ADAMS STEEL SERVICE & 355583 04/15/2019 steel416/633 100-33-5370 677.13 Vendor ADAMS STEEL SERVICE & SUPPLY, INC Tote]: 1,162.98 Vendor. AIRGAS SAFETY INC AIRGAS SAFETY INC 9960486782 04/15/2019 Helium Tank Rental 100-41-6920 104.14 Vendor AIRGAS SAFETY INC Total: 104.14 Vendor: ALPNA BUILDING MAINTENANCE SERVICE INC ALPHA BUILDING 1935SMRC 04/15/2019 monthlyseMce 400.00-5200 2,080.00 Vendor ALPHA BUILDING MAINTENANCE SERVICE INC Total: 2,080.00 Vender. AMERICAN SOLUTIONS FOR BUSINESS AMERICAN SOLUTIONS FOR INV0403S243 04/15/2019 PROMO NOTEBOOKS FOR ICSC 100.06-5110 435.12 AMERICAN SOLUTIONS FOR 1WO4059467 04/15/2019 PROMO BAGS FOR ISC 100-06-5110 460.94 Vendor AMERICAN SOLUTIONS FOR BUSINESS Total: 895.95 Vendor: ARAMARK ARAMARK 21SO9459 04/15/2019 Uniforms -McMahon 100-33-4510 167.88 Vendor ARAMARK Tetel: 16748 Vendor. AT&T AT&T 6201819394 04/15/2019 IP Flex Telephones 620-00-5320 4.60 AT&T 6202819395 04/15/2019 Fiber Internet 620-00-5110 4.59 Vendor AT&T Total: 9.18 Vander: BAKER & SON CO, PETER BAKER & SON CO, PETER 19136.01F 04/15/2019 2019 Road Program Coring 100-33-5110 775.00 Vendor BAKER & SON CO, PETER Total: 775.00 Vendor: BARBATO, EMIL BARBATO, EMIL 227147 04/15/2019 swivel 510-35-5370 96.53 Vender BARBATO, EM&Toteh 96.53 Vendor. BAXTER & WOODMAN BAXTER & WOODMAN 0205069 04/15/2019 Water GS Monthly Malnt & 510-31-5110 670.00 BAXTER & WOODMAN 205069 04/15/2019 Storm Sewer G15 Setup 100-33-5110 1,992.50 Vendor BAXTER & WOODMAN Tetei: 2,662.50 Vendor: BONNELL NWX67 iES INC DONNELL INDUSTRIES INC 0131202 04/15/2019 new snow plow 100-33-5370 9,702.90 BONNELL INDUSTRIES INC 0131685 04/15/2019 new plow truck405 IOD-33-5370 9,702.90 Vendor BONNELL INDUSTRIES INC Total: 19,405.80 Vendor. BOURNE CHERI BOURNE CHERI 4/03/19 04/15/2019 Dance - Costumes 100-46-6110 160.00 Vendor BOURNE CHER] Total: 160.00 Vendor: BUSS FORD SALES BUSS FORD SALES 5033536 04/15/2D19 hub cap 332 IOD-22-5370 41.63 Vendor BLISS FORD SALES Totah 41.63 Vendor: CABAY & COMPANY NNC CABAY & COMPANY INC 60780 04/15/2019 supplies 400-00-6111 505.24 CABAY & COMPANY INC 60790 04/15/2019 supplies 400-40-6110 261.00 CABAY & COMPANY INC 60785 04/15/2019 Aorr sweeper repair 100-33-5115 193.75 4/10/2019 11:29;18 AM Expense Approval Register Packet: APPKTO1456 - 4-15-19 RECT INVOICE Vendor Name Payable Number Post Date Description (Item) Account Number Amount CABAY & COMPANY INC 60830 04/15/2019 cleaning supplies and wipes 400-00-5200 287.02 CABAY & COMPANY INC 60830 04/15/2019 cleaning supplies and wipes 400-40-6110 217.50 Vendor CABAY & COMPANY INC Total: 1,464.51 Vendor: CAREY ELECTRIC CAREY ELECTRIC 3/25/19 04/15/2019 street light repairs Prime 100-33-5110 5,395.00 Vendor CAREY ELECTRICTotal: 5,395.00 Vendor: CASEY EQUIPMENT COMPANY CASEY EQUIPMENT COMPANY C18416 04/15/2019 450 100-33-5370 319.10 Vendor CASEY EQUIPMENT COMPANY Total: 319.10 Vendor: COMCAST CABLE COMCASTCABLE 6201819393 04/15/2019 Comcast City Hall Internet 620-00-5110 164.85 Vendor COMCAST CABLE Total: 164.8S Vendor: CONCENTRIC INTEGRATION,LLC CONCENTRIC INTEGRATION,LLC 0205068 04/15/2019 Inv#0205068 510-31-5110 1,806.41 Vendor CONCENTRIC INTEGRATION,LLCTotal: 1,806.41 Vendor: CONNEY SAFETY PRODUCTS CONN EY SAFETY PRODUCTS 05687158 04/15/2019 Program - Camp/Safety Town 100-46-6110 107.52 CONNEY SAFETY PRODUCTS 05687158 04/15/2019 First Aid Supplies 400-00-6130 41.07 Vendor CONNEY SAFETY PRODUCTS Total: 148.59 Vendor: CONNOR CO CONNORCO S8449729.001 04/15/2019 Plumbing Supplies 100-45-6110 68.48 Vendor CONNOR CO Total: 68.48 Vendor: CURRAN CONTRACTING COMPANY CURRAN CONTRACTING 16105 04/15/2019 47950-UPM. vendorticket# 100-33-6110 896.40 Vendor CURRAN CONTRACTING COMPANY Total: 896.40 Vendor: DIRECT FITNESS SOLUTIONS DIRECT FITNESS SOLUTIONS 0543095-IN 04/15/2019 replacement screw for gym 400-40-5375 68.00 DIRECT FITNESS SOLUTIONS 0543356-IN 04/15/2019 replacement pads for exercise 400-40-5375 552.56 Vendor DIRECT FITNESS SOLUTIONS Total: 620.56 Vendor: DOCUMENT IMAGING SERVICES, LLC DOCUMENT IMAGING 1350 04/15/2019 Inv 1350 620-00-6210 99.00 Vendor DOCUMENT IMAGING SERVICES, LLC Total: 99.00 Vendor: EBY GRAPHICS INC EBY GRAPHICS INC 5168 04/15/2019 REPAIR325 PASSENGER DOOR 100-22-5370 125.00 Vendor EBY GRAPHICS INC Total: 125.00 Vendor: EDESIGN CHICAGO EDESIGN CHICAGO 2016156A 04/15/2019 Brochure -Summer Design 100-41-5330 600.00 Vendor EDESIGN CHICAGO Total: 600.00 Vendor: ED'S AUTOMOTIVE/JIM'S MUFFLER SHOP ED'S AUTOMOTIVE/JIM'S 2186 3/30/19 04/15/2019 inspection 406 100-33-5370 30.00 Vendor ED'S AUTOMOTIVE/JIM'S MUFFLER SHOP Total: 30.00 Vendor: ED'S RENTAL & SALES INC ED'S RENTAL & SALES INC 255666-1 04/15/2019 Rented a concrete buggy 510-35-6110 124.50 ED'S RENTAL & SALES INC 255691-1 04/15/2019 Tool Rental 100-45-6110 72.00 ED'S RENTAL & SALES INC 255704-1 04/15/2019 propane tank 100-33-5370 27.91 Vendor ED'S RENTAL & SALES INC Total: 224.41 Vendor: EJ EQUIPMENT EJ EQUIPMENT P15845 04/15/2019 belts 441 100-33-5370 308.55 EJ EQUIPMENT P16828 04/15/2019 Nozzle 441 100-33-5370 4,159.00 Vendor EJ EQUIPMENT Total: 4,467.55 Vendor: ELECTRONIC ENTRY SYSTEMS INC ELECTRONIC ENTRY SYSTEMS 2019/06346 04/16/2019 Dog Park Passes 100-45-6110 709.17 Vendor ELECTRONIC ENTRY SYSTEMS INC Total: 709.17 Vendor: GALLS LLC GALLS LLC 1218840 04/15/2019 UNIFORMORDER-SEXTON 100-22-4510 109.80 4/10/2019 11:29:18 AM Expense Approval Register Packet: APPKTO1456 - 4.15-19 RECT INVOICE Vendor Name Payable Number Post Date Description (Item) Account Number Amount GALLS LLC 12219782 04/15/2019 UNIFORM ORDER- FUNK 100-22-4510 111.60 GALLS LLC 12234758 04/15/2019 UNIFORM ORDER- FISHER 100-22-4510 74.88 GALLS LLC 12234786 04/15/2019 UNIFORM ORDER- 100-23-6110 36.35 GALLS LLC 12238218 04/15/2019 UNIFORM ORDER- MALIK 100-22-4510 216.27 GALLS LLC 12238226 04/15/2019 UNIFORM ORDER- POPP 100-22-4510 209.18 GALLS LLC 12238364 04/15/2019 UNIFORMORDER-ZUMWALT 100-22-4510 36.15 GALLS LLC 12238405 04/15/2019 UNIFORM ORDER- MALIK 100-22-4510 34.18 GALLS LLC 12239389 04/15/2019 UNIFORM ORDER- POPP 100-22-4510 16.85 GALLS LLC 12247303 04/15/2019 UNIFORM ORDER - REWIAKO 100-22-4510 144.38 GALLS LLC 12257639 04/15/2019 UNIFORMORDER- 100-22-4510 153.31 GALLS LLC 12269263 04/15/2019 UNIFORM ORDER-J. PRATHER 100-22-4510 57.50 GALLS LLC 12279820 04/15/2019 UNIFORM ORDER- 100-22-4510 44.50 GALLS LLC 12282887 04/15/2019 UNIFORM ORDER- MORALES 100-22-4510 105.44 GALLS LLC 12289862 04/15/2019 UNIFORM ORDER -SCIAME 100-22-4510 74.95 GALLS LLC 12294905 04/15/2019 UNIFORM ORDER - BEAUDOIN 100-22-4510 271.37 GALLS LLC 12307073 04/15/2019 UNIFORM ORDER - MCKENDRY 100-23-4510 65.80 GALLS LLC 12307472 04/15/2019 UNIFORM ORDER - MCMEEN 100-23-4510 187.74 GALLS LLC 12322287 04/15/2019 UNIFORM ORDER -SCIAME 100-22-4510 31.05 GALLS LLC 12326834 04/15/2019 UNIFORM ORDER - ROSKE 100-22-4510 90.77 GALLS LLC 12331078 04/15/2019 UNIFORM ORDER- R. MILLER 100-23-4510 244.80 GALLS LLC 1233755 04/15/2019 UNIFORM ORDER -VOELKER 100-22-4510 68.05 Vendor GALLS LLC Total: 2,384.92 Vendor: GREEN DOOR PROMOTIONS LLC GREEN DOOR PROMOTIONS 19-2006 04/15/2019 Winter Basketball T-shirts 100-47-5110 394.50 Vendor GREEN DOOR PROMOTIONS LLC Total: 394.50 Vendor: HACH COMPANY HACH COMPANY 11411670 04/15/2019 Lab Reagents- Inv#11411670 510-31-6110 447.07 Vendor HACH COMPANY Total: 447.07 Vendor: HAWKINS INC HAWKINS INC 4464771 04/15/2019 Ferric chloride 51D-32-6110 3,907.20 Vendor HAWKINS INC Total: 3,907.20 Vendor: HERITAGE -CRYSTAL CLEAN LLC HERITAGE -CRYSTAL CLEAN LLC 15605228 04/15/2019 Parts cleaner service 510-32-6110 217.45 HERITAGE -CRYSTAL CLEAN LLC 15605259 04/15/2019 solvent tank streets 100-33-6110 217.45 Vendor HERITAGE -CRYSTAL CLEAN LLC Total: 434.90 Vendor: HRGREEN HRGREEN 125299 04/15/2019 Future Land Use Map Update- 100-06-5110 180.00 Vendor HRGREEN Total: 280.00 Vendor: ILLINOIS DEPT OF AGRICULTURE ILLINOIS DEPT OF 2019,2020,2021 04/15/2019 Spray licenses 100-45-5430 150.00 Vendor ILLINOIS DEPT OF AGRICULTURE Total: 150.00 Vendor: INTERSTATE BILLING SERVICE INC INTERSTATE BILLING SERVICE 3014434915 04/15/2019 402 100-33-5370 599.08 Vendor INTERSTATE BILLING SERVICE INC Total: 599.08 Vendor: KIMBALL MIDWEST KIMBALL MIDWEST 7019073 04/15/2019 stock 100-33-6110 225.51 KIMBALLMIDWEST 7034005 04/15/2019 stock 100-33-6110 273.81 Vendor KIMBALL MIDWEST Total: 499.32 Vendor: KOMLINE-SANDERSON KOMLINE-SANDERSON 42042523 04/15/2019 CITY-1 Case of Grease for Dryer 510-32-5375 771.25 Vendor KOMLINE-SANDERSON Total: 771.25 Vendor: LAFARGE NORTH AMERICA LAFARGE NORTH AMERICA 710284867 04/15/2019 FM-2 Sand 167541144 510-35-6110 56.40 LAFARGE NORTH AMERICA 710284867 04/15/2019 FM-2 Sand 167541101 510-35-6110 62.72 LAFARGE NORTH AMERICA 710292184 04/15/2019 LAFARGE- UTY 510-35-6110 49.60 Vendor LAFARGE NORTH AMERICA Total: 168.72 4/10/2019 11:29:18 AM Expense Approval Register Packet: APPKTO1456 - 4-15-19 RECi INVOICE Vendor Name Payable Number Post Date Description (Item) Account Number Amount Vendor: LOCKER'S FLOWERS LOCKER'S FLOWERS 1219-187 04/15/2019 Dance - Flowers 100-46-6110 145.00 Vendor LOCKER'S FLOWERS Total: 145.00 Vendor: MCHENRY COUNTY DEPT OF HEALTH MCHENRY COUNTY DEPTOF 467 04/15/2019 Conc-Health Permits 100-44-6110 115.00 MCHENRY COUNTY DEPT OF 668 04/15/2019 Conc- Health Permits 100-44-6110 115.00 Vendor MCHENRY COUNTY DEPT OF HEALTH Total: 230.00 Vendor: MCMASTER-CARR SUPPLY CO MCMASTER-CARR SUPPLY CO 90045347 04/15/2019 Aerator Belts/ PVC Pipe 510-32-5375 500.68 Vendor MCMASTER-CARR SUPPLY CO Total: 500.68 Vendor: MID AMERICAN WATER OF WAUCONDA INC MID AMERICAN WATER OF 207311W 04/15/2019 18 inch storm pipe 510-35-6110 2,350.00 Vendor MID AMERICAN WATER OF WAUCONDA INC Total: 2,350.00 Vendor: MIDWEST HOSE AND FITTINGS INC MIDWEST HOSE AND FITTINGS M25253 04/15/2019 hose fittings for aquatech 510-35-6110 41.15 Vendor MIDWEST HOSE AND FITTINGS INC Total: 41.15 Vendor: MINUTEMAN PRESS OF MCH MINUTEMAN PRESS OF MCH 92118 04/15/2019 RECRUITMENT FLYERS 100-22-6210 100.00 Vendor MINUTEMAN PRESS OF MCH Total: 100.00 Vendor: MOTOROLA SOLUTIONS - STARCOM21 NETWORK MOTOROLA SOLUTIONS - 8280712986 04/15/2019 MICROPHONE 100-22-6270 282.51 Vendor MOTOROLA SOLUTIONS - STARCOM21 NETWORK Total: 282.51 Vendor: MUNICIPAL FLEET MAINTENANCE ASSOC MUNICIPAL FLEET 19-06776 04/15/2019 fleet managers dues 100-33-5430 30.00 Vendor MUNICIPAL FLEET MAINTENANCE ASSOC Total: 30.00 Vendor: NCL OF WISCONSIN INC NCL OF WISCONSIN INC 420845 04/15/2019 Lab Supplies 510-32-6110 559.24 NCL OF WISCONSIN INC 421211 04/15/2019 Lab Supplies 510-32-6110 38.62 Vendor NCL OF WISCONSIN INC Total: 597.86 Vendor: NORTHWEST ELECTRICAL SUPPLY CO INC NORTHWEST ELECTRICAL 17412649 04/15/2019 Electrical Supplies 100-45-6110 200.00 NORTHWEST ELECTRICAL 17417865 04/15/2019 Park Lighting 100-45-6110 1,976.25 NORTHWEST ELECTRICAL 17417867 04/15/2019 Electrical Supplies 100-45-6110 65.19 Vendor NORTHWEST ELECTRICAL SUPPLY CO INC Total: 2,241.44 Vendor: NORTHWEST TRUCKS INC NORTHWEST TRUCKS INC 01P530093 04/15/2019 817 510-35-5370 117.15 Vendor NORTH WEST TRUCKS INC Total: 117.15 Vendor: PDC LABORATORIES INC PDC LABORATORIES INC 19361672 04/15/2019 Dried product N-P-K 510-32-6110 293.80 PDC LABORATORIES INC 19361674 04/15/2019 Total Nitrogen Sample 510-32-6110 60.00 PDC LABORATORIES INC 19361675 04/15/2019 Sludge Sample -Dryer 510-32-6110 293.80 PDC LABORATORIES INC 19361676 04/15/2019 Total Nitrogen Sample 510-32-6110 60.00 PDC LABORATORIES INC 19361677 04/15/2019 Total Nitrogen Sample 510-32-6110 60.00 PDC LABORATORIES INC 19361678 04/15/2019 Dried Sludge Sample 510-32-6110 293.80 PDC LABORATORIES INC 19361679 04/15/2019 Dried product N-P-K 510-32-6110 293.80 PDC LABORATORIES INC 19361680 04/15/2019 Samples-Inv#19361680 510-31-5110 545.00 PDC LABORATORIES INC 19361673 04/16/2019 Total Nitrogen Sample 510-32-6110 60.00 Vendor PDC LABORATORIES INC Total: 2,960.20 Vendor: PETROCHOICE LLC PETROCHOICE LLC 10864292 04/15/2019 FUEL BILL 100-03-6250 89.44 PETROCHOICE LLC 10882575 04/15/2019 FUEL BILL 100-03-6250 75.75 PETROCHOICE LLC 10882577 04/15/2019 fuel 10882579 100-33-6250 892.96 PETROCHOICELLC 10882580 04/15/2019 FUEL10882580 100-22-6250 1,807.77 PETROCHOICE LLC 10887698 04/15/2019 fuel 10887968 100-33-6250 4,386.10 PETROCHOICE LLC 10887732 04/15/2019 fuel10887732 100-22-6250 272.60 PETROCHOICE LLC 10890115 04/15/2019 FUEL-10890115 510-35-6250 402.71 4/10/2019 11:29:18 AM Expense Approval Register Packet: APPKTO1456 - 4-15-19 RECT INVOICE Vendor Name Payable Number Post Date Description (Item) Account Number Amount PETROCHOICE LLC 10890130 04/15/2019 FUEL BILL 100-03-6250 38.49 PETROCHOICE LLC 10890131 04/15/2019 FUEL-10890131 510-32-6250 354.13 PETROCHOICE LLC 10890133 04/15/2019 FUEL - 10890133 510-31-6250 178.05 PETROCHOICE LLC 10890134 04/15/2019 Fuel 100-45-6250 387.11 PETROCHOICE LLC 10890135 04/15/2019 FUEL-10890135 10D-33-6250 649.48 PETROCHOICE LLC 10890136 04/15/2019 FUEL10890136 100-22-6250 1,539.27 PETROCHOICE LLC 10896053 04/15/2019 FUEL-10896053 510-35-6250 268.50 PETROCHOICE LLC 10896070 04/15/2019 FUEL BILL 100-03-6250 113.43 PETROCHOICE LLC 10896071 04/15/2019 FUEL-10896071 510-32-6250 222.44 PETROCHOICE LLC 10896072 04/15/2019 FUEL-10896072 510-31-6250 127.46 PETROCHOICE LLC 10896073 04/15/2019 FUEL-10896073 1OD-33-6250 438.68 PETROCHOICE LLC 10896074 04/15/2019 FUEL10896074 100-22-6250 893.81 Vendor PETROCHOICE LLC Total: 13,138.1E Vendor: POLLARDWATER.COM POLLARDWATER.COM 0134327 04/15/2019 Valve Key 510-32-5375 277.08 Vendor POLLARDWATER.COM Total: 277.08 Vendor: QUALITY TIRE SERVICE QUALITY TIRE SERVICE 51965 04/15/2019 sweeper 100-33-5370 80.00 Vendor QUALITY TIRE SERVICE Total: 80.00 Vendor: REINDERS INC REINDERS INC 1775528-00 04/15/2019 mower parts 149 100-45-5370 86.37 Vendor REINDERS INC Total: 86.37 Vendor, RUSSO POWER EQUIPMENT RUSSO POWER EQUIPMENT 5765661 04/15/2019 Small Equipment 100-45-6270 291.91 Vendor RUSSO POWER EQUIPMENT Total: 291.91 Vendor: SHERWIN INDUSTRIES INC SHERWIN INDUSTRIES INC SS078325 04/15/2019 469 100-33-5370 640.42 Vendor SHERWIN INDUSTRIES INC Total: 640.42 Vendor: SHERWIN-WILLIAMS CO, THE SHERWIN-WILLIAMS CO, THE 0852-0 04/15/2019 Paint 510-35-6110 50.84 Vendor SHERWIN-WILLIAMS CO, THE Total: 50.84 Vendor: SIGNS BY FRY SIGNS BY FRY 2019118 04/15/2019 date change for YW drop off 100-33-6110 26.00 Vendor SIGNS BY FRY Total: 26.00 Vendor: SKILLS FIRST SOCCER LLC SKILLS FIRST SOCCER LLC 02-038 04/15/2019 Winter Sessions 5 Weeks 100-47-5110 974.90 Vendor SKILLS FIRST SOCCER LLC Total: 974.90 Vendor: STANS LPS MIDWEST STANS LPS MIDWEST 344317 04/15/2019 Inv 344317 620-00-6210 304.16 STANS LPS MIDWEST 344348 04/15/2019 Inv 344348 620-00-6210 105.42 Vendor STANS LPS MIDWEST Total: 409.58 Vendor: TEREX UTILITIES INC TEREX UTILITIES INC 90934715 04/15/2019 repairs truck 440 bucket truck 100-33-5370 214.80 TEREX UTILITIES INC 90947831 04/15/2019 Inspection 440 100-33-5370 1,015.00 TEREX UTILITIES INC 90947857 04/15/2019 repairs truck 440 bucket truck 100-33-5370 9,131.70 Vendor TEREX UTILITIES INC Total: 10,362.50 Vendor: TEXAS REFINERY CORP TEXAS REFINERY CORP 171330 04/15/2019 55-Gallon Drum of Gear Lube 510-32-5380 2,495.71 Vendor TEXAS REFINERY CORP Total: 2,495.71 Vendor: TONYAN, LUCY TONYAN, LUCY 1219-180 04/15/2019 Cont- StudioArtClasses 100-46-5110 1,425.60 Vendor TONYAN, LUCY Total: 1,425.60 Vendor: TONY'S FAMILY TAILOR SHOP TONY'S FAMILY TAILOR SHOP 047753 04/15/2019 TAILORING - AALTO 100-22-4510 6.40 TONY'S FAMILY TAILOR SHOP 047775 04/15/2019 TAILORING - K.DUCAK 100-22-4510 37.00 TONY'S FAMILY TAILOR SHOP 106396 04/15/2019 TAILORING-MCKEEN 100-22-4510 10.00 4/10/2019 11:29:IS AM Expense Approval Register Vendor Name Payable Number TONY'S FAMILY TAILOR SHOP 117679 Vendor: ULTRA STROBE COMMUNICATIONS INC ULTRA STROBE 074750 Vendor: WELCH BROS INC WELCH BROS INC 3037610 4/10/2019 11:29:18 AM Packet: APPKTO1456 - 4-15-19 RECT INVOICE Post Date Description (Item) Account Number Amount 04/15/2019 TAILORING - M. CRUZ 100-22-4510 8.00 Vendor TONY'S FAMILY TAILOR SHOP Total: 61.40 04/15/2019 INSTALL EQUIPMENT 100-22-8300 1,157.90 Vendor ULTRA STROBE COMMUNICATIONS INCTotal: 1,157.90 04/15/2019 Manhole Block 510-35-6110 668.16 Vendor WELCH BROS INC Total: 668.16 Grand Total: 95,789.49 Expense Approval Register Fund Summary Fund 100-GENERAL FUND 400- RECREATION CENTER FUND 510- WATER/SEWER FUND 620 - INFORMATION TECHNOLOGY FUND Grand Total: Expense Amount 72,012.20 4,012.39 19,082.29 682.61 95,789.49 Packet: APPKTO1456 - 4-15-19 RECT INVOICE AS -NEEDED CHECKS COUNCIL MEETING 4-15-19 100 100-33-5370 ADAMS ENTERPRISES INC, R A 03/01/2019 406.82 100 100-33-5430 APWA ILLINOIS CHAPTER CONFERENCE 03/01/2019 300.00 100 100-03-5410 BANKCARD PROCESSING CENTER 03/01/2019 80.00 100 100-22-6110 CDW GOVERNMENT INC 03/01/2019 196.32 100 100-22-6110 CDW GOVERNMENT INC 03/01/2019 787.34 100 100-22-5420 DUCAK, KELLY 03/01/2019 750.00 100 100-01-6940 MCHENRY AREA CHAMBER OF COMMERCE 03/01/2019 760.00 100 100-33-6110 TRAFFIC CONTROL & PROTECTION INC 03/01/2019 21.75 100 100-01-5310 U.S. POSTAL SERVICE 03/01/2019 2410.40 400 400-00-5321 DIRECTV 03/01/2019 11.25 440 440-00-8900 HLR 03/01/2019 3272.25 510 510-32-5110 AQUA ILLINOIS - PA 03/01/2019 159.60 620 620-00-5110 COMCAST CABLE 03/01/2019 271.62 620 620-00-5110 COMCAST CABLE 03/01/2019 145.75 620 620-00-6210 U.S. BANK 03/01/2019 311.00 620 620-00-6210 US BANK 03/01/2019 225.00 620 620-00-5320 VERIZON WIRELESS 03/01/2019 1364.80 100 100-22-8300 ADAMS ENTERPRISES INC, R A 03/08/2019 2715.21 100 100-41-5110 BANKCARD PROCESSING CENTER 03/08/2019 259.00 100 100-41-5410 BANKCARD PROCESSING CENTER 03/08/2019 1040.00 100 100-41-6110 BANKCARD PROCESSING CENTER 03/08/2019 232.88 100 100-45-6110 BANKCARD PROCESSING CENTER 03/08/2019 363.88 100 100-46-6110 BANKCARD PROCESSING CENTER 03/08/2019 106.00 100 100-47-6110 BANKCARD PROCESSING CENTER 03/08/2019 1099.98 100 100-01-6110 HOME DEPOT CREDIT SERVICES 03/08/2019 1195.93 100 100-22-6110 HOME DEPOT CREDIT SERVICES 03/08/2019 325.00 100 100-22-6210 HOME DEPOT CREDIT SERVICES 03/08/2019 13.97 100 100-33-6110 HOME DEPOT CREDIT SERVICES 03/08/2019 145.93 100 100-45-6110 HOME DEPOT CREDIT SERVICES 03/08/2019 1841.41 100 100-47-6110 HOME DEPOT CREDIT SERVICES 03/08/2019 23.76 100 100-01-5110 HOWIE, JANE 03/08/2019 120.30 100 100-01-5110 ILLINOIS STATE POLICE 03/08/2019 602.00 100 100-22-5430 ISAAC RAY FORENSIC GROUP 03/08/2019 350.00 100 100-33-6110 KIMBALL MIDWEST 03/08/2019 389.07 100 100-46-5110 MAGIC OF GARY KANTOR 03/08/2019 56.00 100 100-33-6950 MARKS TREE SERVICE & SNOW PLOWING Cl 03/08/2019 2750.00 100 100-45-5370 REINDERS INC 03/08/2019 12.92 100 100-33-5115 SHERMAN MECHANICAL INC 03/08/2019 294.52 210 210-00-5110 SESAC 03/08/2019 875.00 400 400-00-6120 BANKCARD PROCESSING CENTER 03/08/2019 26.68 400 400-00-6141 BANKCARD PROCESSING CENTER 03/08/2019 816.27 400 400-40-5110 BANKCARD PROCESSING CENTER 03/08/2019 832.00 510 510-31-6110 HOME DEPOT CREDIT SERVICES 03/08/2019 70.94 510 510-32-6110 HOME DEPOT CREDIT SERVICES 03/08/2019 935.05 510 510-35-6110 HOME DEPOT CREDIT SERVICES 03/08/2019 3189.53 510 510-35-6110 TRAFFIC CONTROL & PROTECTION INC 03/08/2019 897.50 620 620-00-6210 US BANK 03/08/2019 829.06 100 100-33-5430 SIUE - OFFICE OF THE BURSAR 03/11/2019 25.00 200 200-00-5110 INDESTRUCTO RENTAL COMPANY 03/14/2019 7946.00 200 200-00-5110 LYNCH, CAROLYN 03/14/2019 3400.00 100 100-01-5110 ACOUSTIC ASSOCIATES, LTD 03/15/2019 5651.75 100 100-45-5110 AMERICAN HEATING & COOLING 03/15/2019 340.00 100 100-33-6110 DECKER SUPPLY CO INC 03/15/2019 304.07 100 100-01-4220 LGMC LEADERSHIP 03/15/2019 1200.00 100 100-46-5110 SAM'S CLUB 03/15/2019 21.46 100 100-46-6920 SAM'S CLUB 03/15/2019 48.71 100 100-01-5410 SECRETARY OF STATE/INDEX DEPT 03/15/2019 10.00 100 100-02-6110 STAPLES BUSINESS CREDIT 03/15/2019 58.52 100 100-03-6210 STAPLES BUSINESS CREDIT 03/15/2019 17.99 100 100-04-6210 STAPLES BUSINESS CREDIT 03/15/2019 198.70 100 100-22-6210 STAPLES BUSINESS CREDIT 03/15/2019 35.98 100 100-33-6210 STAPLES BUSINESS CREDIT 03/15/2019 41.99 100 100-41-6210 STAPLES BUSINESS CREDIT 03/15/2019 17.99 200 200-00-5110 CHAS HERDRICH & SONS, INC 03/15/2019 11221.14 200 200-00-5110 BMI 03/15/2019 358.00 200 200-00-5110 DUNDEE SCOTTISH PIPE BAND 03/15/2019 1000.00 200 200-00-5110 FUCHS, MARK 03/15/2019 3000.00 200 200-00-5110 IMPRESSIVE IMAGES 03/15/2019 5873.75 200 200-00-5110 MCCARTHY, REBECCA 03/15/2019 250.00 200 200-00-5110 ROSEY POSEY FACE PAINTING 03/15/2019 1666.50 200 200-00-5110 UNITED TALENT COORDINATORS 03/15/2019 4400.00 510 510-31-6210 STAPLES BUSINESS CREDIT 03/15/2019 6.99 610 610-00-5980 NORTHWEST ELECTRICAL SUPPLY CO INC 03/15/2019 1981.80 100 100-22-5420 ABRAHAM LINCOLN DOUBLE TREE HOTEL 03/22/2019 134.47 100 100-22-5110 BANKCARD PROCESSING CENTER 03/22/2019 34.58 100 100-22-5420 BANKCARD PROCESSING CENTER 03/22/2019 122.08 100 100-22-5420 BANKCARD PROCESSING CENTER 03/22/2019 30.06 100 100-22-6210 BANKCARD PROCESSING CENTER 03/22/2019 65.70 100 100-06-5110 BANKCARD PROCESSING CENTER 03/22/2019 45.51 100 100-06-5420 BANKCARD PROCESSING CENTER 03/22/2019 327.96 100 100-06-5430 BANKCARD PROCESSING CENTER 03/22/2019 1775.00 100 100-41-5330 BANKCARD PROCESSING CENTER 03/22/2019 75.00 100 100-45-5370 BANKCARD PROCESSING CENTER 03/22/2019 45.34 100 100-46-5110 BANKCARD PROCESSING CENTER 03/22/2019 444.20 100 100-46-6110 BANKCARD PROCESSING CENTER 03/22/2019 -679.94 100 100-46-6920 BANKCARD PROCESSING CENTER 03/22/2019 565.09 100 100-47-5110 BANKCARD PROCESSING CENTER 03/22/2019 894.00 100 100-47-6110 BANKCARD PROCESSING CENTER 03/22/2019 404.15 100 100-47-6110 BUDDYZ 03/22/2019 1631.97 100 100-05-5110 CENTEGRA OCCUPATIONAL HEALTH 03/22/2019 35.00 100 100-45-6110 ONEYS TREE FARM 03/22/2019 491.00 100 100-33-4510 RED WING BUSINESS ADVANTAGE 03/22/2019 175.00 100 100-33-4510 RED WING BUSINESS ADVANTAGE 03/22/2019 175.00 100 100-01-5110 SCHOPEN PEST SOLUTIONS INC 03/22/2019 87.00 100 100-33-5370 WINTER EQUIPMENT 03/22/2019 3119.81 210 210-00-5110 SESAC 03/22/2019 13.13 510 510-31-6110 BANKCARD PROCESSING CENTER 03/22/2019 24.99 510 510-32-5110 IN -PIPE TECHNOLOGY COMPANY INC 03/22/2019 7750.00 510 510-32-4510 RED WING BUSINESS ADVANTAGE 03/22/2019 134.99 510 510-32-5580 WINNEBAGO LANDFILL CO 03/22/2019 2340.36 600 600-00-6960 CONDUENT HR CONSULTING LLC 03/22/2019 33.75 620 620-00-5320 AT&T 03/22/2019 60.91 620 620-00-5320 AT&T 03/22/2019 321.62 620 620-00-5320 AT&T 03/22/2019 536.92 620 620-00-6210 U.S. BANK 03/22/2019 225.00 620 620-00-6210 US BANK 03/22/2019 311.00 100 100-01-5410 BANKCARD PROCESSING CENTER 03/26/2019 189.00 100 100-01-6110 BANKCARD PROCESSING CENTER 03/26/2019 8.67 100 100-01-6110 BANKCARD PROCESSING CENTER 03/26/2019 21.67 100 100-45-6110 BANKCARD PROCESSING CENTER 03/26/2019 1400.60 100 100-22-5410 MCHENRY COUNTY CHIEFS OF POLICE 03/26/2019 100.00 100 100-45-6110 RELIABLE SAND & GRAVEL 03/26/2019 81.27 400 400-40-5110 BANKCARD PROCESSING CENTER 03/26/2019 422.00 510 510-35-6110 MID AMERICAN WATER OF WAUCONDA INC 03/26/2019 21.00 510 510-35-6110 MID AMERICAN WATER OF WAUCONDA INC 03/26/2019 515.20 100 100-01-5510 100 100-33-5520 100 100-45-5510 100 100-33-5370 100 100-41-5310 100 100-01-5410 510 510-31-5510 510 510-32-5510 510 510-32-5510 510 510-32-5510 510 510-35-6110 510 510-31-6110 510 510-32-6110 610 610-00-5980 COMED 03/29/2019 97.84 COMED 03/29/2019 551.05 COMED 03/29/2019 98.95 MCCANN INDUSTRIES INC 03/29/2019 268.00 POSTMASTER MCHENRY IL 03/29/2019 2700.00 SECRETARY OF STATE / DEPT OF POLICE 03/29/2019 101.00 COMED 03/29/2019 96.60 COMED 03/29/2019 156.97 COMED 03/29/2019 167.26 COMED 03/29/2019 331.44 FOXCROFT MEADOWS INC 03/29/2019 29.00 NORTHWEST ELECTRICAL SUPPLY CO INC 03/29/2019 32.25 PDC LABORATORIES INC 03/29/2019 60.00 OLSON AUTO BODY 03/29/2019 6871.11 119031.56 FUND 100 43238.58 FUND 210 39115.39 FUND 200 888.13 FUND 400 2108.20 FUND 440 3272.25 FUND 510 16919.67 FUND 600 33.75 FUND 610 8852.91 FUND 620 4602.68 119031.56 Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us REGULAR AGENDA SUPPLEMENT TO: Mayor and City Council FROM: Douglas Martin, Director of Economic Development FOR: April 15, 2019 Regular City Council Meeting RE: Development and Economic Incentive Agreement between the City of McHenry and RR McHenry LLC ATT: 1. Ordinance authorizing the Mayor's execution of a Development and Economic Incentive Agreement between the City of McHenry and RR McHenry LLC 2. Development and Economic Incentive Agreement between the City of McHenry and RR McHenry LLC 3. Letter from Mike Mackinnon dated February 11, 2019 4. Existing Site Plan with Ricky Rockets 5. Proposed Site Plan with Thorntons 6. Proposed Thornton Building Elevations AGENDA SUPPLEMENT SUMMARY: In October of 2016, the City Council approved a Development and Economic Incentive Agreement with Bluestone Single Tennant Properties LLC to offset extraordinary development expenses for the development of a projected $15,000,000 fueling center and retail development, including the extension of the City's watermain approximately one-half mile, for a property generally located at the northwest corner of Chapel Hill Road and Illinois Route 120. This agreement has expired. The original agreement included a total of three (3) liquor licenses for the overall project — one (1) package license for the fueling station convenience store and two (2) for the detached retail space. The original agreement has expired and a new fueling station user, Thorntons instead of Ricky Rockets, is now proposed for the site. A new agreement was presented to the City Council on March 18th of this year for this development with similar terms as the previous agreement. The Council had concerns about the two liquor licenses being issued for the ancillary retail building to the west of the fueling center. Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us Since the March 18th meeting, Mayor Jett has spoken with Rick Heidner, developer for the project. Mr. Heidner agreed to forgo the two liquor licenses for this building that were originally in the incentive agreement. Thus, they have been removed from the agreement. Therefore, the only liquor license which will be issued, subject to all conditions being met, is a packaged license for the Thorntons C-Store (convenience store). BACKGROUND: The development proposed today has four primary changes with Thorntons being the fueling station brand as opposed to Ricky Rockets. • The first is the number of pumps. Formerly there were seven pumps whereas now there are ten pumps. • The 8,400 square -foot convenience store has decreased in size to 5,500 square feet, due to the increase in the number of pumps. • The 1,800 square feet of retail immediately west of the Ricky Rockets convenience store has been eliminated. • A by-pass lane has been added to the diesel fueling area. ANALYSIS: An extremely critical component of the project and a future economic development driver for the City is the extension of the City's watermain approximately one-half mile from Adams Drive to Chapel Hill Road. This has been a past development impediment and will be a significant economic development enhancement on east Route 120 and serve as a major catalyst to foster business and residential growth east of Chapel Hill Road. The developer is still requesting one liquor license for the convenience store. This site does meet the state statue's definition of a "truck stop." The following language is now in the agreement. Subject to compliance with all applicable City ordinances, following approval of this Agreement, the City shall issue one Class C Packaged Liquor license for the Subject Property available for the convenience store. The site at Chapel Hill and 120 is 7.45 acres and the developer also worked with Riverside Chocolate Factory to allow their customers to park on their lot, and the developer is spending Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us approximately $100,000 towards improving the parking for Riverside Chocolate Factory as part of this development. Staff previously recommended and continues to recommend a maximum incentive of $1,000,000 over a twenty-year term. The developer has agreed to waive any recapture from the installation of the water main, which will allow businesses on the Aqua System to connect to the City's system if they choose to do so, and the developer has also agreed to front the cost, up to $20,000, towards a new City of McHenry "gateway" or "entryway" sign to be reimbursed as part of the proposed development/incentive agreement. The City Council adopted an Economic Development Strategy in 2011 and below is the evaluation criteria set forth in that policy by which requests such as sales tax rebates should be evaluated. Evaluation Criteria Each request shall be generally evaluated based upon the following criteria. 1. Consistency with the City's Economic Development Plan and Economic Development Strategy. 2. Revenue benefit to the City. 3. Level of circumstances with the property characteristics that create challenges or practical difficulties regarding the development of the site. 4. Number and quality of jobs produced. 5. Strong public benefit to the City. 6. The ability of the development to spur additional economic development in the area. 7. The impact of a proposed development on the existing businesses within the City. 8. Level of applicant's creditworthiness and financial strength. 9. Level of compliance with approved design guidelines and development standards. Staff believes the proposed agreement is justified due to the extraordinary circumstances surrounding the proposed redevelopment. The revenue enhancement is certainly a large part of this development, however paying the upfront expense to extend the City's watermain one- half mile, $20,000 towards a new City of McHenry gateway sign and working with Riverside Chocolate Factory, constructing a very aesthetically -pleasing cohesive center, providing a service need for drivers which traverse along Route 120 and Chapel Hill Road, including diesel users and working with a business which has been in the community for 30 years are very significant factors to be considered as part of this request. Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us Rebates should be considered very closely and on a case by case basis which has been the policy of the City Council. Staff believes the proposed rebate is not excessive and the positive impacts the redevelopment will have, both financially, aesthetically and also to City residents and businesses far exceed the requested financial incentive. RECOMMENDATION: Therefore, if the City Council concurs, it is recommended that a motion be made to approve the attached ordinance authorizing the Mayor's execution of the Development and Economic Incentive Agreement between the City of McHenry and RR McHenry LLC. Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us ORDINANCE NO. 19- AN ORDINANCE AUTHORIZING THE MAYOR'S EXECUTION OF AN ECONOMIC INCENTIVE AND DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MCHENRY AND RR MCHENRY LLC WHEREAS, the City of McHenry, McHenry County, Illinois, is a home rule municipality as contemplated under Article VII, Section 6, of the Constitution of the State of Illinois, and the passage of this Ordinance constitutes an exercise of the City's home rule powers and functions as granted in the Constitution of the State of Illinois. NOW, THEREFORE, BE IT ORDAINED by the CITY COUNCIL of the CITY OF MCHENRY, McHenry County, Illinois, as follows: SECTION 1: The Development and Economic Incentive Agreement, bearing the date of April 15, 2019 between the City of McHenry and RR McHenry LLC is attached to this ordinance and incorporated herein by reference as Exhibit "A". SECTION 2: The Mayor and City Clerk are hereby authorized to affix their signatures as Mayor and City Clerk to said Agreement for the uses and purposes therein set forth. SECTION 3: All Ordinance or parts thereof in conflict with the terms and provisions hereof are hereby repealed to the extent of such conflict. SECTION 4: This Ordinance shall be published in pamphlet form by and under the authority of the corporate authorities of the City of McHenry, McHenry County, Illinois. SECTION 5: This Ordinance shall be in full force and effect from and after its passage, approval, and publication in pamphlet form as provided by law. PASSED THIS DAY OF _ .2019 AYES: NAYS: ABSTAINED: Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us ABSENT: NOT VOTING: APPROVED THIS DAY OF .2019 MAYOR ATTEST: CITY CLERK Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us Exhibit A Development and Economic Incentive Agreement between the City of McHenry and RR McHenry LLC Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us Development and Economic Incentive Agreement Between the City of McHenry and RR McHenry LLC This Economic Incentive Agreement ("Agreement") is made and entered into this 15th day of April, 2019 ("Effective Date"), by and between the City of McHenry, 333 S. Green Street, McHenry County, Illinois, an Illinois home rule municipality ("City") and RR McHenry, LLC, an Illinois Limited Liability Company, 399 Wall Street, Unit H, Glendale Heights, IL 60139 ("Developer") and any successors and assigns. Recitals A. The property which is the subject of this Agreement consists of 7.45 acres, more or less, and is located at the northwest corner of Illinois Route 120 and Chapel Hill Road ("Subject Property"), excluding the Riverside Chocolate Factory parcel and consists of with associated PINS: 09-36-200-028, 09-25-479-041, and 09-25-479-016, legally described as follows: PART OF THE SOUTHEAST QUARTER OF SECTION 25 AND THE NORTHEAST QUARTER OF SECTION 36, ALL IN TOWNSHIP 45 NORTH, RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN, CITY OF MCHENRY, MCHENRY COUNTY, ILLINOIS. B. The City is a home rule municipality and as such has the authority, pursuant to Article VII, Section 6(a) of the Constitution of the State of Illinois of 1970, to adopt ordinances and to promulgate rules and regulations that pertain to its government and affairs. C. In recognition of the importance to sustaining a high -quality of life for businesses and residents, it's the City's desire to facilitate a successful business environment and assist in enhancing the long-term viability of existing and proposed businesses. The Developer intends to invest a capital cost exceeding $15,000,000 and is proposing to construct an approximately 5,500 square -foot convenience store and fueling center, state-of-the-art car wash and an additional 8,400 square -feet of in -line space for retail and restaurant tenants with associated drive-in establishment (collectively, "Development Improvements"). D. The Developer is also proposing to 1) extend the City's water main more than one-half mile from its current terminus on Adams Drive east to Chapel Hill Road; 2) install underground detention vaults and retaining walls to detain stormwater on the Subject Property in order to accommodate as much retail, service and restaurant uses on the Subject Property as Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us possible; 3) construct deceleration lanes on Illinois Route 120 and Chapel Hill Road; 4) finance the improvement and locating parking improvements on the Subject Property for Riverside Chocolate Factory (approximately $100,000 construction cost); and 5) purchase and install a new City of McHenry Gateway Sign in an amount not -to -exceed $20,000 which may include any combination of design, purchase of material and/or installation costs of a new City of McHenry Gateway Sign at a mutually agreeable location. ("Site Improvements"). The site Improvements are detailed and attached hereto and incorporated herein as Exhibit "A." E. Included as part of the Site Improvements the Developer is required to undertake extensive on and off -site infrastructure improvements specified in numbers 1-3 of recital D, above, with an estimated total construction cost of $1,751,000 ("Extraordinary Development Costs"). The Extraordinary Development Costs are outlined and described on a letter from Troy Paionk, P.E. Project Manager with Manhard Consulting, LTD. dated September 20, 2016 to Mike MacKinnon attached hereto and incorporated herein as Exhibit "B". The Developer has indicated to the City that, but for the commitment and agreement of the City being made herein, they cannot undertake the Site Improvements and Extraordinary Development Costs to the Subject Property. F. It is essential to the economic and social welfare of the City that it promotes the economic vitality of the community by assuring opportunities for development and redevelopment and sound and stable commercial growth within the corporate limits of the City. G. In order to make it economically feasible for the Developer to agree to successfully accomplish the Site Improvements, including $1,751,020 in Extraordinary Development Costs, to the Subject Property the City agrees to share with the Developer a portion of the Base Sales Tax and Home Rule Sales Tax generated by the Developer at the Subject Property in an amount not -to -exceed $1,000,000. H. Definitions. The following definitions shall apply to terms used in this Agreement: "Base Sales Taxes" means the retailers occupation taxes and service occupation taxes received by the City, generated solely at the Subject Property and by the Developer, from the State of Illinois pursuant to the Service Tax Act (35 ILCS 115/1 et seq.), the Retailers Occupation Tax Act (35 ILCS 120/1 et seq.), and the Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us State Finance Act (30 ILCS 105/6z-18) (as amended), and any taxes that are enacted and imposed as replacements thereto. "Home Rule Sales Tax" means the home rule retailers occupation taxes received by the City, generated solely at the Subject Property and by Developer, from the State of Illinois pursuant to the Home rule Municipal Retailers' Occupation Tax Act (65 ILCS 5/8-11-1.1) (as said Act may be amended), and any taxes that may be enacted and imposed as replacements thereto. "City's Payment Obligation" means the City's Obligation to pay Developer Base Sales Tax and Home Rule Sales Tax as set forth in herein. "The Commencement Date" means December 31 following the Developer receiving a Certificate of Occupancy (full or temporary certificate of occupancy) for any portion of the Subject Property and is the first date the City shall pay a Sales Tax Incentive Payment, as defined herein, to the Developer in accordance with the terms of this Agreement. "Event of Default" means a default under this Agreement which remains uncured. "Gross Receipts" means as defined in the Retailer's Occupation Tax Act (35 ILCS 120/1 et seq.). "IDOR" means the Illinois Department of Revenue. "Maximum Total Payment Obligation" shall mean the maximum total amount payable by the City hereunder not -to -exceed $1,000,000. "Permanent Closure" shall mean the proposed fueling station proposed to be located on Lot 1 of the Subject Property remains either vacant or unoccupied for a period of twelve (12) or more consecutive months after Developer completes the Site Improvements ("Permanent Closure"). "Sales Tax Incentive" means the payment by the City set forth in this Agreement. Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us "Sales Tax Incentive Payment" expressed as a percentage of Base Sales Tax and Home Rule Sales Tax generated by the Developer at the Subject Property. "Sales Tax Incentive Year" means the preceding twelve -months of the calendar year. "Table One" includes the sales tax incentive year and sales tax incentive payment as defined herein. I. The parties agree that the Base Sales Tax and Home Rule Sales Tax being shared hereunder shall only be that Base Sales Tax and Home Rule Sales Tax generated in the future by the Developer not -to -exceed the Maximum Total Payment Obligation. Now therefore, in consideration of the promises and agreements made herein, the adequacy and sufficiency of which is acknowledged by the parties hereto, it is agreed as follows: 1. Authority. This Agreement is made and entered into pursuant to the City's home rule powers and functions as granted in the Constitution of the State of Illinois. 2. Agreement to Pay. In consideration and conditioned upon the Developer completing the Development Improvements, the City agrees to pay a Sales Tax Incentive to the Developer in an amount outlined below. The City's Payment Obligation shall continue for so long as the Developer is generating and the City is receiving Base Sales Taxes and Home Rules Sales Taxes as defined herein. The Developer also acknowledges the Sales Tax Incentive shall be utilized solely for reimbursement for actual costs incurred for equipment, material and labor costs directly associated with construction of the Site Improvements. The City's Payment Obligation shall not exceed the Maximum Total Payment Obligation. 3. Waiver of Recapture from Extension of Citv Watermain. The Developer hereby waives any and all right or claim to recapture for any expense associated with the Site Improvements from any benefitted property owner. 4. Evidence of Equipment Material Cost and/or Labor Expenditure. The Developer acknowledges that, prior to any Sales Tax Incentive payment distribution, the Developer shall provide the City evidence of the expenditure for which reimbursement is being sought including the following information: Paid invoice(s), which includes an itemization of Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us each equipment, material and/or labor expenditure to the extent reasonably available to the Developer; date when labor, equipment and/or material purchase was completed and/or purchased; company from which labor, equipment and/or material purchase was completed and/or purchased including name, address and federal tax identification number, a reference on the paid invoice(s) indicating the location of the Subject Property and a sworn affidavit from Developer detailing the equipment, material and/or labor costs incurred. 5. Limitation of City Responsibilities. Other than the Sales Tax Incentive agreed to be made pursuant to this Agreement, the City shall have no obligation to incur any expenses or share any revenue associated with the Developer. 6. Sales Tax Incentive. Commencing on the Commencement Date, the City shall pay a Sales Tax Incentive three (3) times each calendar year in March, July, and November, in the form of a Sales Tax Rebate, to the Developer. The Sales Tax Incentive Payment shall be 50% of the Base Sales Tax and Home Rule Sales Tax collected by the City relating to the Subject Property during any payment period until the Maximum Total Payment Obligation is met; thereafter, the City shall retain 100% of the Base Sales Taxes and Home Rule Sales Taxes generates by the Subject Property. The Sales Tax Incentive payment shall be paid by the City to the Developer following calculation of the amount due but not later than sixty (60) days after the Developer produces to the City the Developer's Sales Tax Reports. Provided, however, no Sales Tax Incentive Payment shall be paid to the Developer until such time the Developer fully completes all of the Site Improvements, and a certificate of occupancy permit is issued ("Occupancy Permit") to the Developer. 7. Sales Tax Reports/Accountine. Not less than sixty (60) days prior to each schedule payment as described in Section 6, the Developer shall provide the City with a statement, accompanied by a summary of the Gross Receipts for such Sales Tax Incentive Year, in a form reasonably acceptable to the City, signed by one of its officers, which shall set forth the dollar amount of Sales Tax generated by the Subject Property and paid to the State of Illinois for the benefit of the City during the prior Sales Tax Incentive Year. This information will be used by the City in calculating the Sales Tax Incentive Payment due hereunder. The term "Gross Receipts," as used herein, shall have the same meaning as that which is ascribed to it in the Retailer's Occupation Tax Act. The Developer shall maintain and have available for inspection by the City copies of any all sales tax return, sales tax reports, amendments, proof of payment or any other Sales Tax Information filed with the State of Illinois or other appropriate governmental entity, which documents are being held available for the City for purposes of Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us identifying Sales Tax Revenue collected pursuant to this Agreement. The City shall use its best efforts to obtain such Sales Tax Information directly from the IDOR or the State of Illinois. 8. Confidentiality of Financial Information. To the extent permitted by law, the City shall endeavor to maintain the confidentiality of the information contained in any financial reports submitted by the Developer, the Sales Tax information received by the City, but shall be permitted to disclose such information and documents to employees and consultants of the City as the City in its sole discretion, deems appropriate in order to monitor compliance and audit this Agreement. The Developer understands and agrees that the provisions of this Agreement and any and all payments to the Developer pursuant to this Agreement are public records. The Developer also agrees to execute any consent form requested by the City and furnish such additional consent, powers of attorney or waivers as may be required by the IDOR to allow the IDOR to furnish to the City Sales Tax Information transacted by the Developer at the Subject Property. The City agrees to utilize Sales Tax Information obtained by it pursuant to the terms of this Agreement solely for the purpose of effectuating the provisions of this Agreement. To the extent permitted by the Illinois Freedom of Information Act and any other relevant laws, the City shall endeavor to keep such information confidential. The foregoing, however, shall not preclude the City from disclosing such information to the extent it is mandated to do so by court order or to the extent it makes a good faith determination such disclosure is required by law. 9. Provisions Concerning Limitation on Debt. The receipt, or anticipated receipt, of Sales Tax Revenue, either directly or indirectly, from the Developer's Site Improvements on the Subject Property, as provided earlier in this Agreement, shall be a condition precedent to any obligation of the City to rebate money to the Developer. 10. Prevailing Wages to be Paid. Pursuant to 820 ILCS 130/0.01 et seq., not less that the prevailing rate of wages as found by the City or determined by a court on review shall be paid to all laborers, workers and mechanics performing work under the contract relating to the Site Improvements on the Subject Property. Note that the prevailing rate of wages is revised by the Illinois Department of Labor and are available on the Department's official website. Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us 11. Issuance of Liquor License. Subject to compliance with all applicable City ordinances, following approval of this Agreement, the City shall issue one Class C Packaged Liquor license for the Subject Property available for the convenience store. 12. No Interest; Limited Obligations. No interest shall be due on the obligations set forth in this Agreement. The Developer acknowledges that: (a) the City shall not be required to make any payments of the Sales Tax Incentive to the Developer unless they have then been delivered, to the City the IDOR form Authorization to Release Sales Tax Information to Local Governments that is needed to facilitate the City's Payment Obligation; (b) the City's Payment Obligation is a limited obligation of the City payable solely out of the Base Sales Tax and Home Rule Sales Tax the City receives from the IDOR which are attributable to the gross sales generated at the Subject Property after the completion of the Site Improvements by the Developer; (c) the sole source of the Developer's entitlement to payment of the Sales Tax Incentive shall be the aforesaid Base Sales Tax and Home Rule Sales Tax; (d) the City's Payment Obligation shall not be construed as general obligation of the City; and (e) the Developer bears all risk of non-payment resulting from the permanent closure of the Developer's business operation at the Subject Property. 13. Term. This Agreement shall be in full force and effect for a Term commencing on the Effective Date of this Agreement and ending on the earlier to occur of: (a) the City's payment to the Developer of the Maximum Total Payment Obligation; (b) the Permanent Closure of the fueling station prior to the City's payment to the Developer of the Maximum Total Payment Obligation of the City; (c) the end of the 20th Sales Tax Incentive Year or (d) Site Improvements to the Subject Property are not completed and a certificate of occupancy issued by December 31, 2019. This Agreement shall remain in effect for enforcement and accounting purposes following the expiration of the Term. Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.if.us www.ci.mchenry.il.us 14. Miscellaneous. This Agreement shall be binding upon and inure to the benefit of the Parties. Any notices required or contemplated by this Agreement shall be sent by certified mail or via a nationally -recognized private carrier (such as Fed Ex or UPS), as follows: If to Developer: RR McHenry, LLC, an Illinois limited liability company 399 Wall Street Unit H Glendale Heights, IL 60139 If to the City: City of McHenry 333 S. Green Street McHenry, IL 60050 Attention: City Administrator With a copy to: David W. McArdle Zukowski, Rogers, Flood & McArdle 50 Virginia Street Crystal Lake, Illinois 60014 15. Default. In the event of a claimed default under this Agreement, the non - defaulting party shall provide notice of default to the defaulting party. No legal action may be commenced with respect to a claimed default until thirty (30) days after said notice has passed, during which time the claimed defaulting party may cure the claimed default. This Agreement shall be governed by Illinois law without regard to its rules regarding conflicts of law. 16. Enforcement. Any action to enforce this Agreement shall only be filed in the Twenty -Second Judicial Circuit, McHenry County, Illinois. The party who prevails in any such action shall be entitled to recover its reasonable attorney's fees from the other party. 17. Only Agreement. This Agreement sets forth all the promises, inducements, agreements, conditions and understandings between the Developer and the City relative to the Sales Tax Incentive and there are no other promises, agreements, conditions or understandings, oral or written, express or implied, between them relative thereto. This Agreement may only be amended by way of a written instrument that is signed by both Parties. City of McHenry A Wayne S. Jett, Mayor Date Attest: Debra Meadows, Deputy City Clerk Z:\M\Mc Hen ryCityof\EconomidncentiveAgmtRicky Rockets. doc Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us RR McHenry LLC By: Attest: Department of Community & Economk Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 www.cl.mchenry.il.us Exhibit "A" Site Improvements t t � !G`1�Ia�eu.�p�nl�1 ��i� )�Tj ♦c...r• .00ro�lll�silii ff 1 i I �I lily i. 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KUNM MAD M a n h a AT :. crn a rcIwRRT' K�rlmlt CON = W 6 T I N C /J �v •� / •)�. t �L�i+� 11 Il `/r/ 1 ' / -„ � ��\ ��---�-/ � �� / �- - a r� '� f 9r r �/ � .� O• y � l �/J�,' l 'i� +'i �"i '�. ;(�•' � � l '�'�;• it %i�ti•�i;y /F� / ''�'". %`Gar%�► �, -- l• � //� ` ))r ILA;' r / / ►• hl % / y to I •a� / 1� -•K •r_ �"4 � `. — � � �—_ _ •�- _.��. yam --_.ate_ 1 + it jj off COHsuLTlMC LTD ~~ 6RAOINO MAtI • tAK «. .. .... Department of Community & Economic Development McHenry Municipal Center 333 Green Street McHenry, Wlinols 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 www.ci.mchenry.il.us Exhibit "B" Extraordinary Development Costs IV W Manhard. CONSULTING LTD September 20, 2016 Mike MacKinnon Bluestone Single Tenant Properties, LLC 410 N. Michigan Avenue, Suite 850 Chicago, IL 60611 Re: Extraordinary Development Costs NWC Route 120 and Chapel Hill Road McHenry, Illinois Dear Mr. MacKinnon: Civil Engineering Surveying Water Resources Management Water & Wastewater Engu leering Construction Management Environmental Sciences Land:capn Architecture Land Planning Below Is an analysis of the costs associated with the extension of a 12" watermaln, Chapel Hill Road and Route 120 deceleration lanes, underground stormwater detention vaults, and the stormwater detention basin retaining walls. WATERMAIN EXTENVON • Pipe is 12" Ductile Iron Pipe • The watermain extension is along the south side of Route 120 from Adams Street to the east side of the Hetdnsr Properties Subdivision • The existing watermain system has sufficlent pressure to accommodate the proposed extension • Service connections are not lnckrded • The watermain easement has been secured by the City of McHenry • Unit cost for Installation of 12" Ductile Iron Watermain is $IW&F (Includes auger and jack, hydrants, valves, and vaults • Permitting Fees are not included • Engineering Design Fees (8% of construction cost) and Construction Observation Fees (9% of construction cost) are Included Estirlated Scdgefary Cests Watermsin extension from Adams Street to west Property fine of Heidner Properties Subdivision consists of approximately 2150 LF of 12" Ductile Iron Pie. ,M.480 Watermain extension from the west property fine of the Heidner Properties Subdivision to the east side of the Heidner Property Subdivision consist of approximately 860 LF of 12" Ductile Iron Pipe. $160.29 Estimated total cost for the installation of a 12" Ductile Iron Watermain along the south side of Route 120 from Adams Street to the east side of the Heidner Properties Subdivision is $562,770. CHAPEL HILL ROAD AND ROUTE 120 DECE CMMN LANES �4ssun�loarrs • Improvements will be In accordance with MNrwis Department of Transportation (IDOT) and McHenry County Division of Transportation (MCDOT) standards • Chapel HUI Road deceleration lane will consist of a 200' taper and a 165' turn lane • Route 120 deceleration lane will consist of a 120' taper and a 470' turn lane • Associated costs for storm sewer and structures for the deceleration lanes are included 4 • Permitting Fees are not InckWed • Engineering Design Fees (8% of construction cost) and Constriction Observation Fees (9% of construction cost) are included Est mated 8udaetary Costs Estimated total cost for the installation of the deceleration lane for Chapel HE Road Is 1r110.000, Estimated total cost for the installation of the deceleration lane for Route 120 is $230.000, UNDERGROUND STORMWATER DETENTION VAULTS AWAZIQUM • Stormwater design will be in accordance vAh the McHenry County and IDOT standards • Unit cost for underground stormwater detention vaults is $300,000 per acre-ft of volume • Total volume provided in the vaults is 2.0 acre-ft • Permitting Fees are not inchrded • Engineering Design Fees (8% of construction cost) and Construction Observation Fees (9% of construction cost) are included Estimated total cost for the installation of the underground stormwater detention vaults Is $702,000, STORMWATER DETENTION BASIN RETAINING WALL$ • Stormwater design vA be in accordance with the McHenry County and IDOT standards • Unit cost for the insWWAlon of the roh** q watts Is $25 per SF face of wall • Total SF fie of reWrkV wolf is 5,000 SF • Permitting Fees are not kxkK%d • Engineering Design Fees (8% of construction goat) and Constriction Observation Fees (9% of construction cost) are included Estimated total cost for the installation of the detention pond retakft walls is $146,250. Should you have any questions or require additional clarification, please do rat hesitate to contact us at M925-1033. Sincerely, MANHARD CONSULTING, LTD. Troy' *a ; PE Project Manager rebruary 11, 2019 VIA EMAIL Douglas P. Martin tHrettor of Economic Development City of Mclienly 333 S Groan Street McHenry, IL 600SO REI NWC Route 120 & Chapel 10 Road Mr. Martin: Since our approval for a Rlcky Rocket fue ft center, Tilorni ons approached us requesting to develop the fuel portion of tho development. As such, we have hncorporated Thornton' standards Into the development, huhldhtg their convenience store layout, canopy design, and other minor t mWos Including: Reduction in the convenience store footprint from SAM square feet to 5,500 square feet; ElImInatlon of the 1,$W square foot retail space west of the Rk ky Rockets' cowmgence store, Addition of three fueling pumps with a spit canopy to allow better on -site circulatW4 and Added a by-pass Ions In the diesel fueft area. The car wash and retail center will continue to be developed by hlelhwr Properties, htc. We are respectfully requesting consent by the Cky CowxN to proceed with this dwelopnnent pllnn. Please find enclosed the updated site plan and building elevations for your review. Lot me know if you have any questions. Sincerely, Vice President - Development Enclosures BLUESTONE SIWILVITNANT PROPFICHI:S, 11C 11RKiltY aURPIN0 • NORTII YOUIR 410 N. AUCHMAN AWNIH'. 3U11 [ asp l FyIK AGO. n. FAGI 1 Tf 1(3121 19.71001 M%01 I a7A•4060 P T t / 1 Ile _ ` I I L__3 _ .. _ ..,_ s w.vwwaaws�swnn»•••-rzt� I,l r a z 0 a 1 t �� AIA �." ...�'1.�.x � �= � zry'�s„-a w � ram.. _-'„•� �: 4 w.t,`�-;a^�.,R.+.,�q�,,,e^-.�t_� �•.,�� � �f r #-�Mc g r o u p DLMAIn l Geller Gnnds 440.209.6200 800.627.4460 theMCgroup.can sratl CODE; 10nedG5f5flM yCeesewdd.CiqITeWnofMCH* ry to ft Side• 1.11 Pow Mnkats kentett. 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Q�tA1pf CUli l•:•vG1\t{•:1SI14::.10 WrMNd � • >Yp1 � s4 !kL•'i/ ♦ism —J Ks1►M W WfgttaYMM IMifNPMW1 Wtf/M MC Irt•(tlL• It /fNtlprt,W.ef f� Ytww.ov� 4040 mm It" N .IM1N.N00 j �>NXriy�aN. I/ivwr. q r o u t� 600.fp)Ad60 I4RtNs ;unwf , ia+�,ww 11 �-- t i ►'N{� Yi(!�}-�yt I M<NplCtfll IUnG 1 ANid4+1 pIFNrfr{nH k1eMC�rdtlr.NfA sYMttR^•M � 22 j'�M1tMhItNIA'INA.1•pttN N NIr>I AI KANNIIYNwNKNA• I+Irltr Ml Wayne Jett, Jr. Mayor City of McHenry McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2100 www.ci.mchenry.il.us REGULAR AGENDA SUPPLEMENT DATE: April 15, 2019 TO: McHenry City Council FROM: Wayne Jett, Jr., Mayor RE: Motion to approve the surrender of a Class a liquor license from the McHenry Country Club and grant the issuance of a Class A liquor license to Food For Thought McHenry Country Club LLC d/b/a Metalwood Grille pending approval of its application ATT: Application and supporting documentation AGENDA ITEM SUMMARY: Food For Thought McHenry Country Club LLC d/b/a Metalwood Grille has submitted an application for the transfer of the Class "A" liquor license at the McHenry Country Club located at 820 N. John Street. BACKGROUND: Food For Thought LLC operates food service and catering services, including the service of alcohol, In public and private venues throughout the Chicagoland area. The Class "A" liquor license permits the retail sale of alcoholic beverages for consumption on premises and retail sale of packaged liquors. The issuance of the Class "A" Liquor License would be contingent upon successful completion of a background check. ANALYSIS: Paperwork has been submitted and fees paid. RECOMMENDATION: Therefore, if Council concurs, then It Is recommended a motion be made to approve the surrender of a Class a liquor license from the McHenry Country Club and grant the Issuance of a Class A liquor license to Food For Thought McHenry Country Club LLC d/b/a Metalwood Grille pending approval of its application. The City of iVellenry is dedicated to providh►g Its citizens, businesses, and visitors with Cite highest tivalio, of programs and services in a customer -oriented: efficient, and fiscally responsible manner. CITY OF MCHENRY APPLICATION FOR LIQUOR LIC08E Notloo. All Liquor License Applloallons aro to he filed with the 010e of the Mayor. All Itoensoe expire on April 301h following Iho dato of Issuanoo, ALL SOTIONS OF THIS APPLICATION MUST I3V VILL1=R OUT TRUTHFULLY AND IN THEIR ENTIIIETY, IF A SECTION DOES NOY APPLY TO YOU MARK "NIA". ALL R15QUIRED ATTACHMENTS MUST RE SUBMITTED wiTH THIS APPLICATION, data of Applicattom lice sli, et Glom A Gli+is D :Cla3s C :Elvis p A Caterin lindoirsementi Yes N lNo I New Llcanse or -Transfer of Ltcanse tiloct ono Transfer Name of Wslhoss 1. Talu lions Small Address FFrA1M" rr0mftaWeuodh%MWWOWGift 1820 N. John Street, McHenry, IL 60050 847 746-6173 IlestalkOlftchtcapoom Two of 8usinosFt ($elect One: Club, Sole proptletw, partnership, lLCor t oipoiotlop) Attached Business Filingwith State LLC Princlpal Typo of Itusinessr {ldento one: Bar, restaurant, retallstore, hotel restaurant, gas station gamin arlor etc Country Club Do yquintend to apply for amin tnachlnos through the State of Illlnols Yes or1Vo No llst Stoto of fllln for LLC Corporation, Parmersillp and solo Pro rlotorl III. Now long live the sole propriator, Club, Partnership, Corpordtlon ar l.Whaan In the business of 01/21/2019 selling alcohol? filif Date Whot Zoning 0assificallon is business rs art 7 SBIeCt One:IRS-4 Date on which the business o oned or will open at tllo above 8usinejs Locvtionr Upon 11censo Issuance is tho.property at which the applicant business Is located owned or lossad by the a icenti ILeased Suction 7: Busilluss History Have the appllcant(S) (Including ell$% or higher owners), corporation, LLC, or partnership ever engager) in the Yes business or sale of alcoholic liquor at an other locatto»7 Yos or No If Yes list Information below, Nance of Parson Name of associated corporation, LLCor partnership DPA,Namo Address See attached Illinois State Liquor License Number Pending Aprilcant's Retailer's Occupational tax (ROT) Registratlon Number 4310 8407 -Has applicant been delinquent In the payment of the Retailer's Occupational Tax SoteSTOW-Yes or No No It you answered "Yos" above provide n reason otherwise mark N/A. N/A List the mama and address of dram strop Insurance company along with 111e policy nuniber(s) for both the applicant business and the owner orthe higiding In which the alcoholicll uor will be sold for ilia duration of ilia license. Namot Address: Pelie Number rirertm'afvnlLa.COJACettcpenyacsutyln►Co do Mss'rowlesurenee$orems,inn,W3N.ClerkSL,1SIhFloor,Chimso,ILBaas4 DXJ80987761 1 7ho follOWing ciposilonS Arab reiation to-tha McHenry tlty LigttorOrdinance a1-) llpneiS'Iavl nS:lttf)'ettalrl=1a:IlgliOr IlCefifilJg. -All clues tions mustha a aw6red•honastly: Fallure•to.do so:mny.disquolifyyou from the al1Ilcptiop, ro.4ess', Are you fainillar with all the laws of the United Statesi State of liilnois and ordinances a1 the city of McHenry pertaining to the sale of alcoholic liquor and will you ablde by them? Yeso►No Yes Will yatt maintain tire entire prettllses fit a sale, clean and sanitary mannorfroa from conditions, which mfpht carrseaceldonts? ro$orNa Yes Will you attempt to preventrowdlness llphts and disorderly conduct of any kind and hninedlateiy notify fire McHenry police Ae artinent 15 an such events take lace? Yes orNo Yes Has any manufacturer, lmportino distributor or distributorof aicohollcliquors directly or indirectly paid or agreed to pay for this license, advanced money or anything also of value or anycredit (other than morchandislnp credit hi, the ordinary course of hirslness for a period mot to excess of 5o days), or Is slrch a person directly orhuiirectly Interestedlnthaotvnersiii conductors erationa the laceo husiiressP YesorNo No Have any of the applicants, luchidiaa all11sted anents and patners Who hgu a mm[mum of a 59 ownership, in the Lushness heen convicted of any violation of Wry law pertaining to alcoholic ll uors? Yes orNo No If "Yes"provide the name of the applicant and a description of the violation Name Descriptions include date end location Have any of the applicants, hichrding allltsted npents and partners who have a nlirrinlran of a 5% ownership hi the business hewn convicted of a elon ormisdeineanorir Yes orNo No If "Yes provide the name of the applicant and a description of the violation Name description- include data and location pope 3 of 7 Section I Continued: o►utters sh No If "Yas"provide the name of the Indluldualand the date/location of the offense, Name pate and Location of OHenso W1ll you and all yourernployees refuse to serve orsell almlrol/clfpuor to ar► Intoxicated person or to a rrtlrtor? Ves or No Yea Has guy ownar(s) ortnarnber(s) of a Partnership been Issued rt Jedaral gatning devise stamp ore federal cvaaerinpstanrpbyllrejederalpoverrrrfrentjorthecurrent tax period? IjaCorporation, has onyof/Icer, rrrarrapar, ordirector thereoJJ or, any atocklroJderowning lnthe aggregate more than twenty (zpjpercent of the stack, been Issuer! aJedaral wagering devise stamp at a/ederal wagering stamp by the federal governmentfor the current fox tetlod? Yea orNo No i "Yes" rovlde Irarne a data s rtndlocatlorr NArt►o Datt► and location of Issuance Have you, orany iiartner, orowner af S9b or more shares of the business orllgent, ever had a l/gaor license revok@rlorstrs entlod? YasarNo No 1 "Yes" rovlde nnrrre s • date s and locatlba Namo Date and Location of Offense Is any Individual elected rrbl/eo who is directly or litdlrectlylnterc�stetlln applicants place of bus/rreas, alnw-enjordng official or lclal nia or aldern►arr andrttefnbero an Clt commission, committee orboard ? YesorNo No If "Yes"provide the name of the Indh+ldual and theta arlrlreas and ta/hphone, Nan►e Address and 7elapl►ono Nerve FFT Managed Services, ]no. - LLC Manager POD Address 7001 Ridgeway Avenue, Lincolnwood, IL 60712 Pllolre 847 813.7240 Percentage of Ownershi0 cttizenshl plrth or Nattlrall:atlon If Naturalizedi List time & place of naturalization Employment History for Lest Mears Employer Occupation Address Dates aviner Irz; - . • Narno Food For Thought tenter rises, Ino. - Sole Shereholder 7001 Ridgeway Avenue, Lincolnwood, IL U12 847)813-7240 100 of naturalization .DOD Address Phony Percentage ofOwne"blp Citizenship Birlh or Naturalization If Naturallzedt list time & placo Ent io rnent History for Lost 10 Years Ernglo er Occupation Address Dates Ownerg3i . ' ' NOW Nancy Sharp GOD 12/ 7001 Ridgeway Avenue, Lincolnwood IL 60712 Pholro 847 813.7240 Percentage of ownershi 0 Citizenship Birth or Naturalization u8 If Naturalizodt ilst time & dace of naturalizatlon Em rlo ment History for last 10 Years Em to er Occupation Address Dates Food FoMoupht Enterprises, Ino, Omar-aostautantrAte ft i lem 7001 N.Rldgeway, Lincolnwood IL 60712 0911083 - present Awnerif t Name DOB Address Phone Porcenta a of Ownership Cltlzonshl 61rth or Naturallzation If Naturailzed: list tima & dace of nat►trallzadon Fn1 to mant Hlstor for last 10 Years km to cr Occu atlon Address pates Ownerd6i Noma cos Address Phone Percents a of ftnerahl clitzenshl Birth or Naturallzatlon if Naturallzedi List tima& [aca of noturafization Emplol nient Histor for Last LOYears Em to or Occupation Address pates MvAor-07r Noma Dos Address Phone Percentoga of Ownership Citizenship (Birth or Naturalization) If Naturalized: List tlnta & place of naturalization Em to nlent History for last 10 Years Employer Occu stion Address Dates Owner 118: Name DOD Address Phone Percentage of Ownershl" Citizenship Birth or Naturalization If Naturallzedr List time apiece of naturalization Emploi ment Histom for Last 10Years Employer Occu atlon Address Dates Ownarfl9t , Ma to DOD Address Phone Percentage of Ovrnorsil Citizenship Birth or Naturalization If Naturalized: List time & place of naturallratlon i m to Anent Hlstor for Last IO Years Employer Occupation Address Dates OWnor ifi0t _ __ , Now Dan Addross Phone Percents o of Ownership Citizenshl (Birth orNaturalization) If Naturalize* List tittle & lace of naturell:ation Ent to ment History for Last 10 Years Em 1 er 0cul allon Address Data$ I, tho undersigned, being fitat duty sworn, deposes and says that 100), have read the above and foregoing Application, osuaed the ansvrars to be provided thereto and all of the Information given on said Application to be true and correct, and consent to Invesilgallon and background check by the Local Liquor Control Commissioner or his dasigneo and agree to camptytvlth all Cfty Ordinances and the rulos elated on this application. SOLE PROPRIETOR 819nalu6 of Applicant Print Namo PARTNERSHIP: (Aulhorized Agent of the Parinorsblp) Signatura Print Name 7100 AMT; (Must he gl(srtod by went R190 If again Is not a ,owner) Signature of Local Manager Print Name LEASE AGRE, KE, NT THIS LEASE AGREEME NT (this "Lease"), is entered Into as of 6)A(ZC 1-1 ,L, 2019, behvicen MC HENRY COUNTRY CLUB, an Illinois not -for profit corporation ("landlord"), and VFT AT MCHENRY COUNTRY CLUB >LLC, an Illinois limited Ilability company d/b/a Metahvood Grille cTenaut"). ARTICLE I BASIC T13RMS 1.1 lit all instances, the basic terms set forth in this Imfion 1.1 are subject to the main body of the Lease. Estimated Initial Monthly Base Rent $5,000,00 [approximately $3.42/squarc Payment: foot/year] Esthnated'Ihxes $2,316.60 per month[$1.58/square footlyear] (ASTL L I2) Total $7,249.13 per month Base Rent: $5,000 per month Landlord's Broker: None. Tenant's Broker: None, Landlord's Notice Address: Me Henry Country Club 820 N. John Street McHenry, Illinois 60050 Rent Payment Address: Mo Homy Country Club 820 N. John Street MaIIenry, Illinois 60050 Tenant's Notice Address: FFT at MoHenry Country Club LLC 7001 Ridgeway Avenue Lincolnwood, Illinois 60712 Attn: Voula Lltsoglanttis, CFO vlitso iatntis f'�chicapp=goui with a copy to: Funkhouser Vegosen Liebman & Dunn Ltd. 55 West Monroe Street, Suite 2300 Chicago, Illinois 60603 Attn: Vance L. Liebman, Esq. vlicbmanfifyIdlaw.cot Possesslon Date: Defined in Smtjon M. Premises: The approximately 17,550 square feet space shown on Exhibit A. attached hereto. Premises Address: McHenry Country Club 820 N. John Street MoHenry, Illinois 60050 Club: Molioruy Country Club, as more particularly described InSration 2.1. Commencement Date: Tile later of (a) April 1, 2019, and (11) the date that Landlord delivers Possession of the Promises to Tenant with all of Landlord's Work (dofmod below) completed. Rent Commencement Date: The Rent Commencement Ditto shalt be the dato ywhiolt is the earlier Of. (n) thirty (30) days alter the Possession Date, and (b) the date upon which Tenant opens for business at the premises, Tenant's Proportionate Share: Ninety percent (90yo) Tenn: Primary Torm: approximately Fivo (5) Lease Years, commencing oil the Conrrneneement Date and ending on March 31, 2024. First Extended Term: Wo, (2) Lease Years Second Extended Term: Two (2) Lease Years Permitted Use: A restaurant and event space, including the sale of food and beverages (including, at Tenant's option, the service of alcoholic beverages), provision of related food and beverage services, ancillary office uses, and for any other lawful purpose. ARTICLE 2 LBAS13 OF PRWISBS 2.1 For good and valuable consideration, the receipt and strft'ioieney of which Is hereby acknowledged, Landlord hereby leases, demises, and lets to Tenant, and Tenant hereby leases, hires, aitd takes front Landlord tho Premises, consisting of a portion of the building (the "Building") located fix the County of Molierny, State of Illinois, fit the Club and situated on the real property owned or controlled by Landlord, along with all furniture, fixtures, and equipment (including kitolten equipment and small wares) located therein as of the Commencement bate (colleotivoly, the 11]3quipment'), On or before fate Effective Date, Landlord and Tenant will also enter into art account billing agreement in form reasonably acceptable to both parties regarding member billing praolices and the transfer of any deposits hold by Landlord for events to be held in the Promises after April 11, 2019. After delivery of possession of the Premises and Equipment by Landlord, Tenant shall have the right to have the Premises measured byTenant'a architect. In the event of a dispute as to the actual square footage of the Promises, Landlord and Tenant's architects shall work together to detennlm the actual squaro footage and the mutual eertifloaticn by Landlord's and Tenant's arohiteots tvlthrospect to the actual square footage of the Premises shall be conolusivo and binding. If Landlordi s and Tenants architects cannot agree on the actual measured area of tine Promises the issue shall be submitted to a disinterested third party who Is qualified to perform the measurement and is acceptable to both Landlord and Tenant, and the determination of such third party shall be binding on both Landlord and Tenant. The fees of such third party shalt be sharod equally by Landlord and Tenant. If such remeasurement accurately discloses that the size of the Premises is greater or less than the amount stated herein Tenant's Proportionate Share shall be recalculated accordingly; provided, however, that In no event shall the Premises be deamed to contain more than 102% of the square footage described In a ti m 1.1. ARTICLE 3 TERM 3.1 Tenant shall lease the Premises for the Primary Term and, If Tenant exercises one or more Extension Options, for one or more Extended Terms, 3.2 Tenant shall have two (2) options (collectively, the "Extension Options," and each, an "Extension Optlon'� to extend the Term of this Lease for tine Extended Terms. The exeroiso of an Extenalott Option shall operate to extend this Lease upon the same terms and conditions. Tenant may exercise an Extension Option by sending notice thereof to Landlord on or before the date that is one hundred and eighty (180) days before the Expiration Date of the Prhnary Tenn or the than ourrent Extended Term, as applicable. Notwithstanding the foregoing, Tenant's right to any Extended Term will not lapse because of Tenant's failure to exercise any option to extend unless Landlord first will havo given Tenant notice that Tenant has failed to exercise such option to extend, and Tenant does not exercise such option to extend wlthht thirty (30) days following Tenant's receipt of Landlord's notice. The Primary Term and any Extended Terms are sometimes collectively referred to herein as the "Term", 3.3 When the Rent Commencement Date is determined, upon the written request of either party, Landlord and Tenant shall enter into a supplement to this Lease, widoh shall specify the Expiration Date for the Primary Term and the Rent Commencement Date, in the form of the Stipulation of Term of Lease attached hereto as Bxhibit C, 3 A "Expiration Dato" shall mean 11:59 pan, on March 31, 2024 forthe Primary Terin; the date thatis two (2) years after the Expiration Dato of the Primary Urnt for the first Bxtonded Term, if applicable; and the dato that is two (2) years after the Expiration Date of the first Extended Term for the second Extended Term, if applicable. 3.5 "Lease Year" shall mean a twelve (12) month period. Each Lease Year shall commence on the CommencementDate or the anniversary thereof and end twelve (12) months later; provided, however, that if the Commencement Data Is a day other than the first day of a calendar month, then (a) the first Lease Year shall include that period of time from. the Commencement Date tip to the first day of the next calendar month and the following twelve (12) calendar months; and (b) each subsequent Lease Yearshall commence on the first day of rho mouth following the mouth in wltlolt the Commencement Date occurred, 3.6 Notwithstanding anything contained heroin to the contrary, either party shall have the option to terminato the Lease effective as of the end of the third Lease Year (the "Termination Date") by delivering at least one hundred eighty (180) days' prior written notice to the other patsy (the "Termination Option"), )h the event either party timely exercises the Termination Option In accordance with the tenne of this Section 3.6, the Lease shall terminate and be of no further force or effect as of the Termination Date. ARTICLE 4 RENT 4.1 Tenant agrees, except as othonvise provided in this Lease, to pay monthly Base Rent, in advance, on or before the first (lot) day of each calendar month during the Tenn of title Lease. Tenant's obligation to pay Base Rent shall commence on the Rent Commencement Date, If the Rent Commencement Date is not the fist day of a calendar month, the first month's Base Rent shall be prorated on the basis of a thirty (30) day month, and shall be payable with the fnst full monthly Base Ront due hereunder, Alt paymonts of Rent from Tenant to Landlord shall be made either (a) by check at the address of Landlord specified lu Seotlon 1.1 above, or as from time to time designated in writing to Tenant; or (b) via oleotronic Auld transfer. Landlord agrees to complete, execute, and provide Tenant with any document requested by Tenaut in connection with establisltltng electronic payments from Tenant to Landlord. For the purposes of this Lease, Base Rent, the Percentage Rent (as defined In Sootign 4.Z below), and Tenant's Proportionate Share of Taxes and utility charges shall ooliectively be referred to herein as `%ont " 4.2 In addition to Base Rent, during the Term Tenant shall pay Landlord percentage rent for each Lease Year (the "Percentage Root) equal to a percentage of the Gross Sales (defined below) from the Premises during such Lease Year In accordance with the following sohedulw. JLoaseYcar Gross Sales Per'centageItent —Up to $1,000,000 None $1,000,001 to t2,000,000 7% of Gross Sales $2,000,001 and 8% of Gross Sales above In the event Percentage Rent Is due for a particular Lease Year, the amount of Percentage Rent shall be reduced by the Baso Rent payable during such Lease Year: (a) Commenoing on the Rent Comrnoncement Date and continuing for the remainder of the Terra, on or before the twentieth day of each calendar month Tenant shall deliver to Landlord (I) a statement of the Gross Sales from the Promises for the prior calendar month, and (it) Tenant's calculation of the Percentage Rent duo to Landlord for such month, calculated on a year to date basis ("Tenant's Monthly Statement"). If Tenant's Monthly Statement indicates that Percentage Rent is due to Landlord, Tenant shall romft payment In fill of such Percentage Rent when Tenant delivers Tenant's Monthly Statement. (b) Tenant shall deliver to Landlord within ninety (90) days after the and of each Lease Year the Gross Sales statements for such Lease Year personally certified by an ofiioer of Tenant and prepared by Tenant In accordance with generally accepted accounting prinoiplos (collectively, the "Annual Statement"). The Annual Statement shall set forth that the person signing it made a complete examination of the books, tax returns and cash register tapes or equivalent computer record of Tenant, compared the (cross Sales shown In any sales, retailer's occupation or retail excise tax returns, and that the Annual Statement was prepared In accordance with generally accepted accounting principles as generally modified for cash basis or tax basis reporting and consistently applied, IftheAnnual Statement Indicates that Tenant owes att amount of Percentage Rent that Is leas than the estimated payments for the Lease Year previously made by Tenant, Landlord wlll credit the excess to the next succeeding monthly Installment of Base Rent or, at Tenant's option, refund the excess to Tenant immediately, If the Annual Statement indicates that Tenant owes an amount of Percentage Rent that is more than the estimated payments for such Lease Year previously made by Tanant,'lbnant will pay the deficiency to Landlord within thirty (30) days after delivery of the Annual Statement, (c) As used herein, "Gross Sales" shall mean the total of all sales of any and all food, beverages and other merchandise, all charges for services for which charge Is made, and the gross receipts from all business transacted in, upon and from the Promises during the term by Tenant and ail others Occupying the Promises or any part thereof inoluding sales from vendhrg machines and computer kiosks or made by any third party upon or through the use of the good will of Tenant's business upon or about the Premises. "Gross Sales" exoludos any ofthe following; (i) amounts turned over by Tenant for any sales or retail occupation tax Imposed by any duly constituted governmental authority; (11) amounts of any credit resulting kom a bona f1do and routine transfer of any merchandise from inventory of the Premises to Inventory at one of the Tenant's affiliated business operations in the normal course of operations provided the transfer does not occur In order to fill an order or otherwise complete a sale originating at the Promises; (iii) amount ofrefurns to any shippers, distributors, and manufacturers; (iv) atnountofcash or credit refund made on any sale; (y)sales price of meals sold to employees at a discounted price; (vi) prooeods from any insuraneepolioy exceptpolioyproviditrgforlost revenue or profit; (vii) tips colleoted by Tenant and actually Maid to employees of Tenant; (viii) meals provided at no cost for promotional or eomplitnontaty purposes; (ix) sales of trade fixtures, machinery, and equipment used by Tenant in the Promises; (x) the amount of credit card fees actually paid by Tenant to credit card companies in connection with Gross Sales paid for by Tenant's customers through fine use of oredit oards; and (xi) the initial hoe value of all gift cards (or similar) issued by Tenant or Its affiliates; provided, however, that when a gift Bard (or similar) is subsequently utilized to complete a purchase at the Premises suchpurchaso shall be included in Gross Sales. ARTICLE 5 USE OP PREMISES 5.1 The Premises may be used and ocoupied by Tenant for the Permitted Use. 5.2 Neither Landlord nor Tenant shall do or permit to be done in, on or about the Promises anything (a) whioh is illegal or unlawful; (b) which is of a hazardous or dangerous nature; (c) whioh will oause cancellation of any Insurance on the Club; or (d) witiolr will increase the rate of any insurance on the Club unless Tenant or Landlord, as the case may be, speolfically agrees to pay any such increase on insurance. 5.3 Tenant shall not cause, maintain or permit any nuisance in, on or about the Premises, nor comruit any waste therein or thereon. Landlord understands that some odors and smoke are associated with the operation of a food service and event space and that the presence of such odors and smoke, shall not constitute a broach of this Lease or a violation of any rules or regulations of Landlord and shall not be deemed noxious or offensive. Tenant shall not use or permit the use of the promises or any part thereof as living or sleeping quarters, 5.4 Tenant shall, in no event, be responsible to make any sttuctuml repairs, Inprovements, or alterations to the Premises or the Building. ARTICL13 6 INT13NI70NALLY OMITTED ARTICLE 7 DBLNERY OF TII S PIMMISES 7.1 The "Possession pate", as used horcin, shall be the date that Landlord delivers exclusive possession of the Promises and Equipment, and all keys thereto, in a broom-olean condition to Tenant; and that It shall have completed all of its work and obligations set forth in Seotion 12 hereof to Tenant's reasonable satisfaction. The Landlord hereby agrees to deliver possession of the Premises to Tenant fire, clear and unencumbered of all tenarroles and patties in possession, 7.2 On or before the Possession Date, Landlord shall, in a prompt, good, and workmanlike manner, all of which shall collectively be referred to as "Landlord's Work"; (a) make all necessary repairs, replaeeutents, and do any necessary maintenauco so that the Promises and the Common Areas of the Club In all respeots are in compliance with all applicable codes, laws, regulations, and ordinances including the .Americans with Disabilities Act (the "ADA") so that Tenant can Immediately enter Into possesslorl of tine Premises; and (b) complete the work set forth on BX141tl3 hereto to Tenant's reasonable satisfaction, including both the Main Update and the BanquetUpdate (each as defined on Bxbibit A). Landlord's Work shall be completed by Landlord at Landlord's sole cost and expense. Notwithstanding the foregoing, Tenant shall contribute ("Tenant's Contribulion"): (i) one half of the cost of the Main Update (not to exceed a total contribution of $20,000), and (11) one half of the cost of ale Banquet Update (not to exceed a total contribution of $10,000). Landlord may request payment ofTenant's Contribution upon delivery of at least tan (10) business days advance written notice to Tenant at any time following the Possession Date, which notice shall Include reasonable supporting documentation for the total cost of the Main Update and the Banquet Update. 7.3 When the Landlord considers Landlord's Work complete, it shall notify Tettant of same. Tenant and Landlord shalt conduct a walk through inspection prior to the Possession Date to identify any Items requiting completion. If such walk-through discloses any item, which in Tenant's opinion Is not in accordance with the requirements in this II I and AR CLE 8. Landlord shall correct such items before Landlord's Work shall be considered complete. Nothing sot forth in this Section shall be construed, in any rnaimer whatsoever, as an express or Implied waiver on the part of Tenant to any rights, remedies, claims or damages Tenant has or may have at law or in equity or olsewhere herein, 7A Landlord acknowledges that Tenant Intends to open for busbless oil April 11, 2019 ("Tenant's Opening Date"), and that a delay in deliverer of the Promises beyond such date will cause Tenant to suffer certain losses, including lost profits, start up and delay costs and wages and benefits for Tenant's personnel, the amount of witloh is impossible to quantify as of the Effective Date, Notwithstanding anything herein to the contrary, in tile event that Landlord fails to complete Landlord's Work and tender possession of the Promises to Tenant on or before the date that Is seven (7) days after Tenant's Opening Date for any reason, then Tenant shall receive two (2) days free Rent for enolt twenty-four hour period beyond Tenant's Opening Date to the day the Premises are delivered to Tenant with Landlord's Work complete. In the event the ]Landlord falls to complete Landlord's Work and tender possession to the Premises to hitant for any reason on or before March 29, 2019, Tenant may, but shall not be, obligated to, without liability or f ether obligation to Landlord: (1) terminate this Lease and receive a refund of any and all amounts provlously paid by Tenant to Landlord; or (11) eontlnuo to socrae additional free rent at the rate set forth above. IfTenantelects to terminate this Lease, Landlord shall reimburseTbnant for all ofTenant's expenses incurred in commotion with this Lease, including design,, alto selection and leaso negotiation costs and expenses. 7.5 Tenant shall have the right, from and after the Effective Date, to have access to thoPremises for tho pluposc ofinspeoting and measuring the Premises and Equipment, Initiating any improvements, and otherwise preparing the Premises for the Permitted Use. Notwithstanding the foregoing, no Rent shall be due until the Rent Commencement bate. AIt ICLE 8 CONDITION OF TIiB PREMISES 8.1 Landlord shall deliver the Promises to Tenant clean and flee of debris out the Possession Date, and Landlord warrants to Tenant that the Equipment, plumbing, roofing, electrical system including lighthig, HVAC systems, and doors In the Premises shall be In good opaiathlg condition and repair and in compliance with all applicable codes, as of such data, and fora period ofnot lass than one (1) year. theroaf ter. In the eventthatit is determined byTonant that this watrenty has been violated, thenitshall be the obligation of Landlord, after recolpt of written notice fibm Tenant setting forth with specificity the nature of the violation, to promptly rectify such violation, at Landlord's sole cost and expense. Landlord agrees to diligently enforce all of the warranties provided to Landlord by manufacturers of all Equipment on the Premises, including the IIVAC systems and the roof: 8.2 Until the first anniversary of the Rent Commencement Date, Tenant shall be entitled to deliver to Landlord a written list of items which Tenant may discover were not completed In. accordance with ART_) E whether or notTenant has previously delivered a list or lists of other deficiencies to be corrected by Landlord. In addition, Landlord shall correct any latent dofoots to the Premises when and as discovered by Tenant, Landlord shall commence correction of such deftalencles within ten (10) days after Landlord's receipt of such list and shall complete the correction of such deficiencies within fifteen (15) days of TenanVa notice, In the event that Landlord falls to continence or complete correction of such deficiencies to the satisfaction of Tenant within the time period required for Landlord to do so, Tenant may cause such deficiencies to be corrected at Landlord's expense and Landlord shall reimburse such expenses to Tenant upon demand, If Landlord does not reimburse Tenant for such expenses within Eve (5) days of written demand therefor, Tenant may offset the amount of said reimbursement against any payment due Landlord from Tenant, 8.3 Landlord represents and warrants to Tenant that as of tine Possession Date, the Club, the Building, and the ftralses comply in all impeote with applicable building codes, govoninientaI ordluanees and regulations, Including the ADA, and that parking for the Premises complies with all governmental requirements, that the zoning for tho Premises is such that Tenautmay utilize the Promises for the Permitted Use, that the Promises and this Lease do not violate any covenants or restrictions of record and that there are no agreements, exclusives, restrictions, or prohibitions affecting the ]Premises or this Lease that limit, conflict, or otherwise interfere with Tenant's use of the Promises or other rights under this Leaso, If it is determined that this warranty has been breached, then it shall be Landlord's obligation to promptly rectify such violation, at Landlord's sole cost and expense. ARTICLE 9 MAINTENANCE AND REPAIRS 9.1 During the Than of this Lease and any extensions thereof, Landlord, at Its sole cost and expense, shall maintain In good order, condition and repair (Including replacements and upgrades thereof), life safety systems, the foundations, subilooring, footings, walls, all unexposed plumbirig, all structural elements of the Premises, all meolianical equipment not serving the Premises exclusively, all heating, ventilating and ahyconditloning equipment not serving the Premises exclusively mid the roof (including its waterproof membrane) of the Premises in a watertight condition, and as necessary, or when required by governmental authority, shall make modifications or replacements thereof. Landlord shall commence repair work within five (5) days after notice of a condition requiring repair, and shall prosecute It diligently to completion, If the condition requiring a Landlord repair constitutes an emergency or hazardous condition or if tine condition oreates an unreasonable Interference with Tenant's business, then Landlord shall comnrenee such repair Immediately following telophonto notloo fbom Tenant of such condition, wlth written notice from Tenant of such condition to follow, If Landlord fails to snake any repair required ON hereunder within the appropriate time period or if the condition, In Tenant's judgment, does not permit time for notice to Landlord, Tenant may make such repair; charge Landlord with the costs thereof inoluding interest at an annual rate equal to the lesser of ten percent (10%) or the maximum rate allowed by law (the "Interest Rate), and, at Its option, offset such costs agehist any payments owed or which become due to Landlord, 9,2 Except as otherwiso provided in this Lease, Tenant shall repair and maintahr as necessary all parts of the Premises not Landlord's responsibility In this Lease (except for ordinary wear and teat; loss by fire or other casualty or damage caused by Landlord), including the Equipment, Tenant shall also be responsible for snow and Ice removal around the perimeter of the restaurant and banquet spaces within the Premises. Notwithstanding anything contained hoiein to the contrary, (f) Tenant shall not be responsible for any repair or improvement necessitated by the nogligenco or willful miseonduot of Landlord, Its agents, employees or servants under tilts Lease, or by the breach of or failure of Landlord to perform any of its covenants, obligations or agreements, and (li) Tenant's responsibility for repair or maintenance expenditures related to the Equipment shall be limited as follows: In. the first Lease Year, Tenant shall pay no more than $1,000 per occurrence; In the second Lease Year, Tenant shall pay no more than $1,200 per occurrence; in the third Lease Year, Tenant shall pay no more than $1,400 per occurrence; in the fourth LeassYmr, Tenant shall pay no more than $1,600 per occurrence; and in the fifth Lease Year and anyLease Year thereafter, Tenant shall pay no more than $1,800 per repair occurrence. All repair and malutenattce expenditures for the Equipment in excess of the applicable limit per occurrence shall be subject to prior written approval by Landlord, which approval shall Trot be unreasonably withhold, conditioned, or delayed. All Landlord approved excess repair and maintenance expenditures shall be relmbursed by Landlord to Tenant promptly within 5 business days of demand thoreforo along with xeasouable suppowng documentation. In the event that Landlord fails to reimburse Tenant for such costs as required under this Section 9.2, Tenant shall be permitted to offset such amounts against the next Iristallment(s) of Rent duo hereunder. 9.3 In the event any of the Equipment ceases to RtnotIon during the Primary Term, Landlord shall be solely responsible for completing such replacement as soon as possible upon receipt of written notice from Tenant, and the cost of the replaceinont shall be shared by the parties as follows: in the first Lease Year, one hundred percent (100%) to Landlord; In the second Lease Year, twenty percent (20%) to Tonant and eighty percent (80%) to Landlord; In the third Lease Year, forty percent (40%) to Tenant and sixty percent (60%) to Landlord; in the fourth Lease Year, sixty percent (60%) to Tenant and forty percent (40%) to Landlord; and in the Fif t Lease Year, eighty percent (80%) to Tenant and twenty percent (200/0) to Landlord. For any subsequent Lease Year, Landlord shall be solely responsible for the cost of such replacement, but Landlord shall be permitted to amortize the cost of the replacement over the useful life thereof and Tonaut shall pay the applicable portion of the amortized cost during molt Lease Year for the remainder of the applicable Extonded Tenn, 9.4 In the event that Landlord replaces any of the Equipment and (1) either patty exercises the Termination Option, or (il) Tenant does not exeroise the firstExtension Option or second Extension Option, then provided that Tenant contributed to the replacement cost of such Equipment as required by the terms of Section 9.3, Landlord shall amortize rite cost of slob replacement over the usofid Iife thereof and reimburse Tenant for the portion of such cost that extends beyond the Terns on such amortized basis. 95 Landlord warrants and represents that it shall not exercise its control of the Club In any way, or take any action, or allow any action to be taken, whethor temporary or permanent, which shall restrict access to, or visibility of, the Premises or Tenant's signs, Impair or interfere in any way with the operation of Tenant's business or the Ingress or ogress including any driveways which are adjacent to or in the proximity of the Promises. Upon any breach of this warranty by Landlord, Tonant may, to Tenant's sole discretion, upon ten (10) days written notice to Landlord and opportunity to cure, remedy said restriction of access or visibility, impaired or affected business operation or parking, or ingress or egross at Tenant's sole discretion and deduct the cost thereof firoin Base Rent or other sums duo Landlord fFom Tenant until said cost, and all related out of pocket expenses, are paid in full. ARTICLE I0 COMMONAREAS 10.1 The term "Common Areas" means the parking areas, roadways, pedestrian sidewalks, mall whether open or closed, delivery areas, trash removal areas, landscaped areas, security areas, public washrooms and all other areas or improvements that may be provided by Landlord fbr the common use of tenants hi the Club. 10.2 During the Terns of this Lease and any extensions thereof, Landlord, at lift sole costs and expense, shall keep all Common Areas in a neat, clean, and orderly condition, free from snow and ice, properly surfaced, painted, landscaped and lighted (which lighting shall be specifically provided for any loading docks, parking lots, trash areas, and front and rear entrances of the Promises) in a manner that is safe and consistent with a first class country olub in the CountyofMaHenry, Illinois, with suffloleat casualty and liability insurance and shall promptly repair any damage thereto. Tenant shall not be responsible for payment of any charges related to the Common Areas, 10.3 Tenant shall have tine nonexoluslve use of the Common Areas and all rights, privileges, easements, apputtenances in, over and upon ad joining and acjjacentpublie andprivate land, highways, roads and streets reasonably required for ingress or egress to or flom the Premises by Tenant, its agents, servants, employees, contractors, customers, and invitoos and all others related to Tenant's use and occupancy of the Premises. 10.4 'Tenant, its agents, servants, employees, contractors, customers, and invitees shall be permitted to park, at no cost toTenant, In a non-exclusive area lathe CommonAreas designated forparking. Tenant shall also be permitted to utilize the loading docks servicing the Premises as needed. ARTICLE 11 UTILITIES 11.1 Landlord shall provide adequate utilities to the Promises requited for the Permitted Use, including water, sewer, gas, eleotricity, including eleciricity for lighting, RVAC, telephone and fire equipment. Tenantshall pay for all separatelyntetered water, gas, heat, electricity, and saver charges, trash, waste, and grease removal service, telephone service+, and any other utility or service charge. related to its occupancy of the Premises. In the event any of Tenant's utilities are not separately metered, Tenant shall pay its Proportionate Share of Buell utilities. IMnant is unable to use the Promises as a result ofinterruption in utilities, the Ease Rent and all other charges payable hereunder shall abate until the utilities are restored, and Landlord agrees that it shall commence such repairs as soon as possible and diligently pursue such repairs to completion. If Landlord faits or neglects to make such repairs, Tenant shall have the right, but not the obligation, to make such repairs, and Tenant may offset the cost of such repairs against any charge to be paid by Tenant hereunder, including Base Rent. The cost of the repairs will be paid by Landlord or deducted from payments required under this Lease. During the Term, Tenant shall have the right to sufficient utilities and ventilation necenaty to support its Intended use of the Premises. 11.2 Landlord shall provide trash, waste, and grease receptacles in an area immediately adjacent to the Promises, Landlord shall empty and maintain said dumpsters and waste and grease receptacles and Tenant shalt pay its Proportionate Share of such costs as provided In Section 11.1 herein above. ARTICLE 12 REAL 13STATE TAXES 12.1 As used herein, "Tenant's Propottionato Shate" may be expressed as a fraotion, the numerator of which is the leasable area of the Premises, and the denominator of which Is the leasable area of tho Club, whether occupied or not. The Chub consists of one (1) building containing a total usable area of 19,500 square foot. If the number of square feet of leasable area In the Club increases during the Term, then Tenant's Proportionate Share shall be adjusted accordingly. Notwithstanding anything herein to the contrary, In no event shall the leasable area of the Club used in the denominator for purposes of calculating Tenant's proportionate Share be less than the leasable area of the Club stated herein. 12.2 in addition to Base Rent and Percentage Rent, Tenant agrees to payTenanes Proportionate Share of the amount of property taxes and assessments levied against the Club ("Taxes") for any year during the period between the Rent Commencement Date and the expiration of the Term of this Lease (tile "Payment Period"). Thole shall be exoluded from Taxes to whleh'ienant contributes; (a) any increase in Taxes caused by construction In the Club commenced subsequent to ocoupanoy by Tenant hereunder until such time as such newly constmtated space constitutes rentable floor aroa; (b) income, excess profits, estate, single business, ldrerltance, succession, transfer, franchise, exolse, Illinois Personal Property Replacement Tax, capital or other tax assessment upon Landlord or ilia rentals payable under this Lease; or(q) Taxes on any part of the Club whtab. ate payable pursuant to a separate assessment, On or beforc tlo first day of the Term of this Lease, or as soon after that day as praotloable, Landlord will give Tenant written notice of Landlord's estimate of the amount payable under this i 2 for (lie remainder of that calendar year, During December of each calendar year or as soots after December as praotloable, Landlord will give Tenant notice of its estimate of the payments to be made pursuant to this jeMlon 12 for ilia onsuing calendar your. Oil or before the fleet day of each month during tite onsuing calendar year, Tenant will pay to Landlord one- t%veiftll (1112th) of the estimated amount; however, If tine notice is not given In December; Tenant will continue to pay ou the basis of the prior year's estimate until the month after the notice Is given. If at any time or (fines it reasonably appears to Landlord that the payments to be made under this AL41gn 12,2 for the current calendar year will vary fkom its estimate, Landlord will, by notice to Tenant, revise its estimate for the year, and subsequent payments by Tenant for ilia year will be based upon the revised estimate. Tenant shall not be responsible for any interest, late charge or other penalty resulting from Landlord's late Payment or non payment ofTuxes, except to the extent caused solely by Tenant's delinquent pay>Xrent, nor any administrative or other charge whioh may be claimed by Landlord. 12.3 Within ninety (90) days after the close of each calendar year; or as soon after the ninety (90) day period as practicable, Landlord will deliver to Tenant; (1) copy of the tax bills) applloable to the Premises and Common Areas; and (11) a statement of the payments made or to be made under Sullon. 12,2 for theoalendaryvarthat has been prepared onthe basis ofsuch statement, Ifonthe basis ofsuchstatement Tenant owes an amount that is less than tine estimated payments for the calendar year previously made by Tenant, Landlord will credit the excess to the next suoceeding monthly installment of Base Rent or, at Tenant's option, refund the excess to Tenant immediately. If on the basis of those statements Tenant owes an amount drat is more than the estimated payments for such calendar year previously made by Tenant, Tenant will pay the deficiency to Landlord within thirty (30) days after delivery of those statemente. Notwithstanding the foregoing, (i) Tenant's proportionate Share of Taxes for the first full calendar year following the Rent Commencement Date shall nbt exceed $1.58 per square foot of floor area In tine Premises, and (it) Tenant's Proportionate Share ofTsxes for eaoli subsequent calendar year shall not exceed one hundred and three percent (103%) of the Uxes actually paid by Tenant for the previous calendar year, on a note -cumulative basis. 12A Landlord warrants and represents that as of the Rent Commencement Date, there are no Pending general or special assessments on the Promises, and that all suolr assessments shall be paid ourrent as of suolt data. Tenant shall not be liable for any speolal assessment or similar tax, levied, assessed, imposed or approved priorto or during the term Mills Lease, specifically including any special nssossments which are levied or assessed by a special assessmont distrlot which is forined, direotly or indirectly, by Landlord for the purpose of constructing or acquiring on -site or off -site improvements. 12.5 Tuxes for the tax year contain Ing the Rent Commencement Date shall be prorated as of the Rent Commencement Date and taxes for the last year of tho Torm hereof shall be prorated as of the expiration of the Term so that Tenant shall only pay for such taxes which relate to the tax period included within tho Payment Porlod, With respect to any assessment which maybe levied against or upon the Club or any portion thereof or which under the laws then in force may be evidenced by improvement or other bonds, or may be paid fit installments, only tine amount of such installment and statutory Interest shall be 10 Included within the computation of the aurnual taxes and assessments levied against the Club or any portion thereof. 12.6 Tenant shall have the right to pay ttuder protest any assessment whiolr increases file a►nourrt He of Tenant's al estate taxes and assessments and to contest any suolr assessment subsequent to payment. Any rofitnd of any tax ar assessment (including Interest and penalties) which has been paid by Tenant, and Nvhiolr is allocable to the Premises, shall belong to Tenant. 12.7 Notwithstanding anything herein to tite contrary, if Landlord fails to bill Tenant for Taxes within eighteen (18) months of the date that such Taxes are inourred, then Tonant shall not be required to pay suoh Taxes. 12.8 Tenant, upon reaspnable notice to Landlord, shall have the right to audit all onandlord's orTAndlord's agent's bills and records relating to theTaxes. IfTenant's audit correctly reveals thatTonant's Payments for the Taxes 1vore excessive, Landlord shall credit such overpayment against Rent to be paid by Tenant hereunder, or, if such overpayment is discovered after the cud of the Tom, Landlord shall refund the excess to Tonaut together With suoll statement. Li addition, if Tenant's audit correctly reveals that Tenant's payments for the Taxes exceed the actual Taxes by more than 5%, Landlord shall pay all of Tenant's costs and expenses relating to the audit. ARTICI,1313 INSURANCE 13.1 Tenant shall at all tones during the Term hereof and at its orvn cost and expense pxooure and oontinue in force a policy of comnnerolal general liability Insurance (also known as broad form comprehensive general liability insurance), insuring against liability for bodily injury, property damage, and personal injury arishsg out of the use, operation or oceupanoy of the Premises in an amount of not loss than Ono Million Dollars ($1,000,000.00), combined single limit. Tenant shall provide to Landlord upon written request a certificate of insurance reflecting such ooverage, Tenant shall naive Landlord and Ito lender, property manager, successors, and assigns and beneficiaries as additional insured, 13.2 Tonant shall proeuro and maintain at all times during the Term of this Lease at its sole cost and expense, "Special Form" proporty insurance coverage, with standard oxooptions, covering Its fixtures, equipment, and personal property located on the premises, together with insurance against vandalism and mallelous misolhief Landlord shall have no Interest Ili the proceeds of insuraneo maintained by Tenant wider tide Sg UMt JU and will sign all doounnents wirioli are necessary or appropriate in conneotion with tine settlement of any claim or loss by Tenant. 13.3 Landlord agrees to hisure or onuso to be. Insured the Building, the Club, and all Improvements owned by Landlord or not, but excluding 4aytring insured by Tenant Ili Section 112 above agahtst loss or damage by any perils covered by a standard broad form all risk property insurance polloy in an amount equal to the fill replacement value. Landlord shall also maintain eommor-alal general public liability insurance against claims for personal hljuM death, or property damage oeourrhig in, on or about the Common Areas, tine Club, portions of the Building not icased to Tbnant and the sidewalks and areas adjacent to the Premises and the Club under Landlord's control to afford proteotion to the minimum limit Of Olre Million Dollars ($1,000,000.00) for any personal injury, death or property damage. Subject to ARTICLB 22, all proceeds from suoh insurance policies shall be used for the restoration of the Building, the Club, and the Promises pursuant to fire terms of this Lease. Landlord shall provide to Tenant upon written request a eertifioata of Insuranoe reflecting suolr eovorage. 11 13.4 Landlord and Tenant each hereby waive any and all rights of recovery against each other and the officers, employees, agents, and representatives of such other patty for loss of or damage to such waiving party or its property or the property of others under Its control, arising from ally cause insured against by any insurance Polley In force (whether or not described horefn) carried by such waiving parry in lieu thereof, and each Party shall cause each insurance policy obtained by it to provide that tire insu►enoe company waives all right of recovery by way of subrogation against either party in connection with any damage covered byanypolloy. 13.5 All fnsurance polioles required to be carried hereunder shall be issued by Insurance companies having a rating of at leastA VT, as set forth in the most recant issue of "BOWS h1suranco Guide." All policies obtained by Landlord or Tenant under the torms ofthis Lease shalt have an effective coverage date which Is the same as the possession Date. Any party may satisfy its obligations regarding insurance pursuant to an urubrella policy. ARTICLE 14 RBLBASB AND IND13MNITY 14.1 Tenant shalt indemnify and hold hatlnloss Landlord from and against any and all clahns arlsing fYoms (a) Tenant's use of the promises or the oondnct of its business; (b) ally negligent act or omission done, permitted, or suffered by Tenant In or about the Promises; or(q) any breach or default in the performance of any obligation of Tenant under the terms ofthis Lease, all ofwhieh indemnities shall Inolude court costs and reasonable attorneys' fees; provided, however, that the foregoing shall not extend to any claim arising out of the willful, reckless, or negligent not or omission of, or breaoh of any provision of this Lease by Landlord, its agents, orlcers, servants, employees, or contractors. 14.2 Landlord shall Indemnify and hold Itarmloss Tenant fYom and against any and all claims arising from: (a) Landlord's use and maintenanoe of the Common Areas or ally injuries oeourrfng In tho Common Areas or any portion of the Building or the CIub outside the Premises; (b) any negligent act or omission done, permitted, or suffered by Landlord fit, on or about the Promises, the Building, or the Club; or (o) any breach or default by Landlord of any of the representations, warranties, or covenants set forth in this Lease or In the performance of any obligation of Landlord under this Lease; all of which Indemnitles shall inolude court oosts and reasonable attorneys' fees; provided, however, that the foregoing shall not extend to any olalm arising out of the willful, reckless, or negligent act or omission. ofTellant, or breach of any provision of this Lease by Tenant, Its agents, officers, servants, employees, or contractors, ARTICLE 15 INSOLVENCY, WC. OF $IT -MR PARTY 15.1 The filing of any petition In bankruptcy whether voluntary or involuntary, or the adjudication of Landlord or Tenant as bankrupt or insolvent, or the appointment of a receiver or trustee to take possession of all or substantially all of the Landlord's or Tenant's assets, or an assignment by Landlord or Tenant for the bonefft of its oreditors, or any action taken or suffered by Landlord or Tenant under any State or Federal insolvency or bankruptoy act Including the filing of a Petition for or in. reorganization, or the taking or sell rre under levy of execution or attachment of the premises or any part thereof, shall not constitute a breach of this Lease by Landlord orTenant, unless Landlord orTenant (or any appointed trustee, oustodian, receiver, eto. of such party) commits a Default as defined herein. 15.2 Neither this Lease nor any interest therein or thereunder, nor any estate thereby created itr favor of Tenant, shall be atr asset of Tenant in or under any bankruptcy, insolvency or reorganization proceeding, nor shall any of the same pass by operation of law under any State or Federal Insolvency or bankntptoy law to any trustee, receiver or assignee for the benefit of creditors or any person. 12 ARTICLE 16 INTENTIONALLY OMITTED ARTICLE 17 SIGNAGE 17.1 Tenant may install exterior signage at the Premises, subjeot to Tenant's receipt of approval from the relevant governmental authorities and Landlord; provided, however, that Landlord's approval shall not be unreasonably withheld, conditioned, or delayed. Tenant may install and display any interior siguaga nerd advertising materlels as Tonant deems appropriate. Tenant shall be allowed to place appropriate slgnage on tine entrances to the Premises advertising Tenant's hours of operation and other infornnation. ARTICLE 18 ASSIGNMBNTAND SUBLETTING 18.1 Tenant may assign or transfer this Lease or Tenant's interest therein, and may sublet the Promises or any part thereof (colleotively "Assign" or ",A,ssigninent"), without Landlord's consent: (a) to a parent, subsidiary, atllliato, flanohisee, licensee or simllariy related entity; (b) In connection with a merger, acquisition, reorganization or consolidation; or (o) in connection with the sale of Tenant's corporate stock or assets. Any otherAssigmnent shall require Landlord's consent, which consent shall not be unreasonably withhold, delayed, or conditioned. Without limiting the generality of the foregoing, Landlord shall have no right to any swns or economic consideration resulting #tom an Assignment, lmoludhrg any Assignment permitted without Landlord's consent. No Assignment by Tenant shall relieve Tenant of any obligation to be performed by Tenant under this x.ease whether arising before or after the Assignment. 18.2 If Tenant desires at any time to enter Into an Assignment of this Lease for which Landlord's consent is required, it shall first give written notice to Landlord of its desire to do so, whioli notice shall contain: (a) the frame of the proposed assignee, subtenant, or occupant; and (b) the nature of the proposed assignee's, subtenants, or oocupant's business to be oarrled on in tine Premises. At any time within ten (10) days afterUndlord's receipt ofsuch notice, Landlord shall, by written notice to Tenant: (8) consent to the Assignment; (b) reasonably withhold its consent; or (e) terminate the Lease, If the Landlord disapproves the Assignment, Landlord agrees to supplyTenant with it written statement setting forth the speoifie reasons for such disapproval. Failure by Landlord to supply this written statement within said ton (10) day period shall be deemed consent by Landlord to any such Assignment, If Landlord consents to tite Assignment within said ten (10) day porlod, Tenant may thereaftor enter into such Assignment of the Premises or portion thereof If Landlord terminates the Lease by wrltton notleo to Tenant within suoin tell (10) day period, Tenant may, within ten (10) days of receipt of such termination notice, elect in Tenant's sole discretion to reinstate the Lease, In which vase the Lease with Tenant shall remain In flrll force and effcot as if no Assignment was attempted. The consent by Landlord to any Assignment shall not relieve Tenant of the obligation to obtain Landlord's consent to any other Assignment. 18.3 For purposes of the Lease, any sale or transfer of capital stook including redemption or Issuance of additional stook of any class, will not be doomed an assignment, subletting, or transfer of the Lease. ARTICLE 19 IMPROVI3MENTS, ALTBRATIONS AND SURRENDER 19.1 Landlord understands that it is the parties' mutual objective to complete the proposed remodeling and renovation specified In Exhibit B in an expeditious manurer at tine earliest possible date. Landlord shall provide its plans and speoifteations for the Landlord's Work to Tenant (the "Timis and 13 Specificatlons") as soon as possible. The Plans and Specifications shall be developed lit cooperation with and subject to the review and prior written approval ofTonaut, which approval shall not be unreasonably withheld, conditioned, or delayed. Tenant agrees to approve or disapprove the Plans and Specifications within ten (10) days of delivery ofsame to Tenant, and to prov1do speelffo reasons and instructions regarding any disapproved matters. If the Plans and Specifications were delivered prior to the execution of this Lease, Landlord and Tenant agree that the ton (10) day period shall nun fYona delivery of such plans and Speoifloations, not tine Effective Date of this Lease. 19.2 Tenant shall without the prior written consent of Landlord, have the right at any tune and front time to time during the Term of this Lease, to, at Tenant's sole cost and expense, erect, fitter, remodel, renovate, rehabilitate, reconstruct, rebuild, replace and remove any interior, non -mechanical, non-situehrral portion of the Promises, all to Tenant's specifications. Except as set forth in,$QgdQn ,1, Tenant shall not make any exterior, mechanical or structural alteration to the Treatises without Landlord's prior consent, which shall not bounreasonably withheld, delayed or conditioned, Tenant shall give Landlord five (5) days' advance notice before commencing any work under this motion 19,2 to permit Landlord to post notices of non -responsibility. Tenant shallprovldeplans and speolfiestione for any work requiring Landlord's consent under this Seotion 19.2 to Landlord for Its review and approval. Landlord agrees to approve or disapprove tine performance of the alterations, and Tenant's plans and specification therefor, within ten (10) days of delivery of same to Landlord, and to provide specific reasons and Instructions regarding any disapproved matters. If Landlord falls to so respond within such ten (10) day period, the alterations and the plans and specifications therefor shall be deemed approved. Tenant shall be allowed to Install security cameras within and immediately outside of the Premises, as Tenant deettns necessary, at Tenant's solo cost and expense, Tisnant, at its sole cost and expense, shall have the option to Install solar panels, antennas and/or satellite dishes on the roof of the Premises subject to applicable codes, There shall be no additional rent charged for such use of the roof, and Tenant shall be allowed to remove these items upon the expiration or sooner termination of this Lease, 19.3 At any time during the Harm of this Lease, notwithstanding anything in this Lease to the contrary, Tenant may at its solo option, (but shall not bo obligated to), remove any or all additions, Improvements, fixtures, installations, moveable trade flxtums, furniture and other personal property which were placed in the Premises by Tonant and funded by Tenant, provided Tenant shall repair any damage ocoasloned by such removal. All work with respect to any alterations, additions and ahanges shall be done in a good and workmanlike manner, Any such changes, alterations and Improvements shall be performed In accordance with the laws and ordinances relating thereto. ARTICLE 20 D13FAULTAND REMEDIES 20.1 The occuttence of ally one or more of the following events shall constitute a breach and default of this Lease by Tenant ("Tenant Default"); (a) The failure by Tenant to make ally payment of the Rent as and when duo, where suoh failure shalt continuo for a period of tan (10) days after receipt by Tenant of written notice thereof from Landlord; or (b) Exeept as otherwise provided In this Lease, tho failure by Tenant to make payments, observe, or perform any of tits covenants, conditions, or provisions of this Lease to be observed or performed byTenant, other than described in paragraph (a) above, where such failure shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of Tenant's noncompliance is such that mole than thirty (30) days are reasonably required for its 14 Me, then Tenant shall not be deemed to be In default if Tenant commenced such oura within said thirty (30) day period and thereafter prosecutes such cure to completion, 20,2 In the event of any Tenant Default, then In addition to any and all other remedies available to Landlord at law or in equity, Landlord shall have the right to immediately terminate this Lease and all rights ofTenant hereunder by giving wrltton notice to'ibnant of Its oleotion to do so. If Landlord shall elect to terminate this Lease, then It may recover fiont Tenant; (a) The worth at the time of the award ("Award") by a court of competent jurisdiotion, of the unpaid Base Rent payable hereunder whloh had been earned at the date of Buell terin€nation; plus, (b) The worth at the time of the Award by a court of competent jurisdiotion of the amount by which the unpaid Base Rent which would have been earned attar termination and until the time of the Award exceeds the amount of such rental loss which could have been reasonably avoided; plus, (c) The worth at the thne of the Award of the amount by which the unpaid Base Rent for the balance of the then current term of the Lease after the time of the Award exceeds the amount of suoh 11011tal loss which could be reasonably avoided; plus, (d) Any other reasonable amounts necessary to compensate Landlord for all detriment proximately caused by Thuant's failure to perform Its obligations lierounder and (e) At Landlord's election, such other amounts in addition to or In lieu of the foregoing as may be permitted by applicable state law ftom time to time. 20.3 As used in subparagraphs (a) and (h) above, the "worth at the time of the Award" is computed by allowing interest at the Interest Rate. As used in subparagraph (c) above, the "worth at the time of tho Award" is computed by discounting such amount to present value at the rate of 12% per annum, 20,4 In the event of any Tenant Default, Landlord shall also have the right to terminate Tenant's right of possession by any lawful means, to re-enter the Promises by legal moans and remove all property and persons therefrom, and any such property may be removed and stored in a public warehouse or elsewhere at the cost and for the account ofTenant. 20.5 If Landlord has not elected to terminate this Lease, Landlord may maintain TenanNs right to possession in which case Landlord may recover all Base Rent as it becomes due. 20.6 If any installment of Base Rent duo fkont Tenant Is not received by Landlord or Landlord's designee within five (5) business days after written notice that Buell amount shall be due, Tenant shall pay to Landlord an additional sum of One Rundred Dollars ($100,00) with the overdue Base Rent as a late charge. 20.7 In the event of a Tenant Default, Landlord shall take all reasonable steps to nutigate its damages, ARTICLE 21 LANDLORD DEFAULT 21,1 In the event that Landlord shall at any. time be hi default in file observance or performance Of any of the teryns, covenants, conditions, or agueements hereunder and any such default shall continue for a period of: (a) fuve (5) clays after written notice to Landlord in any emergency situation (unless the nature 15 of such omorgoney requires faster action, In which case the thnaperlod shall be, determined by the specific set of circumstances); or (b) thirty (30) days after written notice to Landlord where there is no emergency (if such default is inoapablo.o£ being oured in a reasonable, manner within thirty (30) days then if Landlord has not commenced to cure the same wlthi►n such thirty (30) day period and thereafter diligentlyproseoutes thoeanne to completion), thenTenant, at its option, withorwithout notice ordemand ofanyklnd to Landlord or any other person, shalt have the right to exercise any one or more of the following described remedies; (i) to cure such default for the account of Landlord, and Landlord shall reimburse Tenant for any amount paid and any expense or contractual liability so incurred, Including interest at the Interest hate, upon invoice; (h) to pursue thoreinedy ofspeolflo performance; (iii) to seek money damages fbr loss arising from Landlord's failure to discharge its obligations under the Lease; or (iv) if such default materially and adversely affects Tenant's operations f in the Premises, to terminate the Lease. in addition, Tenant shall be entitled at its election, to exercise eonounently or successlvely, anyone or more of the rights or remedies at law or in equityprovided hereunder orundor the laws ofthe United States or the Statewhom the Premises are located for Landlord's default. Tenant shall have the option, at Its solo discretion, of offsetting any payments due or payable to Landlord, until such time as Tenant has been completely relmbu►sed for its expenses or costs resulting from any Landlord breach or liability under this Lease. Nothing herein contained shall relieve Landlord from its duty to effeotuato the repair, replacement, correction or maintenance required to restore the affected services or utilities, or to perform any of its other obligations to tho standard prescribed In this Lease, nor shall this Scotion be, oonsttued to obligate Tenant to undertake any such work. ARTICLE 22 .DAMAGE OR. DESTRUCTION 22;1 If, at any thno prior to the, expiration or termination of this Lease, the Premises or the Building are damaged or. destroyed by any casualty covered by insurance maintained under TlCddl� 13 (or required to be maintained under TT B IU), Landlord shall promptly cause the some to be Hilly repaired and restored to the condition existing Immediately prior to such damage or destruction (subject to changes necessary to comply with then existing laws applicable thereto and any changes In design approved by Landlord and Tenant). 22.2 N Landlord Is not required to repair and restore the Premises and/or Building after the Premises or the Buildhrg are totally or partially damaged or destroyed from a casualty and Landlord does not elect to make suoh repairs and restoration, Tenant may terminate this Lease by providing written notice of such termination to Landlord within sixty (60).days after the date Landlord provides Tenant with written notice, that it <ioes not intend to repair such damage or destniction. 22.3 Notwithstanding anything to the contrary. watained 1A Secjipns 22.1 and 22, _,�, if tho Promises or the Building are wholly or partially damaged or,dostroyed within the:ffiml Lease Year of the Primary Tern -of this Lease or, If an applicable Extension: 4ptiorr has been exercised, durbig-the last year of anyBxtendcdTerm, so thatTbnant shall beprevented fYomusing thoWemises fortes (10) consecutive days due to such damage, or destruction, then either Landlord or Tenant may terminate the Lease by providing written notice of such termination► to tine other patty Nvithiii sixty (60) days after the occurrence of such damage or dent►notion. Howovor, if Tenant at that tlrno has an exprcisoble Extension Option to extend this Lease, then Tenant may preserve this Lease by exercising such Extension option within thirty (30) days following the receipt of Landlord's termination notice ("Bxerclse, Period'), 22.4 If the, Premises should be damaged by any oasualty, suolr that rebuilding or repairs cannot be completed within one hundred eighty (1.80) days.ftm,tho date of such danrago, Tenant may terminate this Lease by providing Landlord with written notice of sucll termination tivithin thirty (30) days of the date of the happening of such damage, which termination shall be effective as of the date of the 000urrence of such damage or destiitotion. The determination of whether the Premises can be rebuilt or repaired within one hundred eighty (180) days from: the date of any damage shall be In tite mutual reasonable ud of both Landlord d and Tenant within twenty (20) days of the occurrence of the damage or dest►uot orz t N Landlord and Tenant cannot agree, the doterinination shall be rnado by an independent contractor mutually acceptable to both Landlord and Tenant. 22.5 Notwithstanding anything In this AXTICLB 22, if Landlord does not commence any repair or rebuilding as contemplated by the torms of tills Article within sixty (60) days after the occurrenoe ofsuclt damage or destruction and with reasonable and prompt dispatch continue to restore the Premises or if Landlord shall fail to diligently complete any repair or rebuilding as contemplated by the toxins of this Article within one hundred eighty (180) days alter the occurrence of such damage or destruction, Tenant shall have the right, upon writtennottce to Landlord, in addition to othorrIghts provided heroin, to terminate tills Lease as of the date of the occurrence of such damage or destruction or perforni the repairs and charge Landlord for the cost of the same and Landlord shall promptly reimburse Tenant the cost of the repairs. 22.6 In the event that this Lease shall remain in Hill force and effect pursuant to the provisions of this Article, the Base Rent and all other charges payable by Tenant hereunder shall be reduced or abated as of the date of Clio occurrence of such damage or destruction until Landlord delivers possession of the Premises to Tonant with all of Landlord's rapahu and restoration complete. 22.7 If the existing laws do not permit restoration of the Premises to substantially the same condition as they were Ill Immediately beforo destruction, then Tenant at its option, may (a) require Landlord to restore the Premises so as to comply with the then existing laws or codes and, if appropriate, reduce the Base Rent on a pro ►uta basis; or (b) terminate tills Lease immediately by giving written notice to Landlord, in which case the Lease shall cease as of the date of the occurrence of trio damage or destruction. ARTICLE 23 MWH'ANICS' LIBNS 23.1 Both parties agree that they will pay or cause to be paid all costs for work done by them or caused to be done by them on tite Premises, and will keep the Premises free and clear of all mechanics' 110116 on account of worts done by them or persons claiming under them. Landlord shall have tiro light at any time and front time to trine to post and x►taintaln on the Premises such notices as Landlord deems reasonably necessary to protect the Premises and Landlord from mechanics', material or any other )lens. Upon completion ofsuclt work, the patty doing suoh work shall, file for record in the office of the Clerk and Recorder of the County where the Premises is located a notice of completion if required by law. The party doing such work may contest the validity of the amount of ally such lien and array appeal any advome judgment or decree, provided, however, that at the reasonable written request of the other party, the party doing suoh work shall, at its option, either post a bond sufficient to remove such lien pending contest or cause a title company to Insure the other party in a manner reasonably satisfactory to it, against the enforcement of tite lien against it. If the party doing such work shall default itt paying ally charge for which It mechanic's lien and suit to foreclose the lien have been filed, and shall not be taking appropriate actions to contest tiro validity or amount of such lion, the other party may (but shall not be required to), after written notice to the party doing such work, pay said olahn and any costs related thereto, and the amount so paid, together with reasonable attorneys fees incurred in connection therewith, shall be Immediately due and owing from the party doing such work to tite otherparty, and shall be paid upon demand, 17 ARTICLE 24 EMWNT DOMAIN 24.1 If any or all of the Promises, the Building, the Common Areas or any access area related to the Chub shall be taken or appropriated by any publie or quasipublio authorltyunder the power of o►ninent domain (or similar law attthorizing the involuntary taking of private property, which shall include a sale in lieu thereof to a public body), Tenant shall have tiro right, at its option: (a) to terminate this Lease as of the earlier of the date of title transfer or the date of the taking of possession by the condonuting authority in which event the Term hereof and Base Rent and all other charges shall be abated and any unearned Base Rent paid or credited will be refunded by Landlord to Tenant; or (b) to continue this Lenso In Rill force and effect with a reduced fixed Base Rent commensurate with the reduced area and reduced utility of the Premises, in lieu of tho amount of Base Rent hereinabove provided, which reduced Base Rent will become affective upon the earlier of the date of title transfer or the date of such taking. Tenant shall elect among these rights and give notice to Landlord of its eleetlon within sixty (60) days after the date when possession of the portion of the Premises Is acquired by the condemning authority. Landlord and Tenant respectively, shall be entitled to any awards permitted by applicable law resulting from any such taking. 24.2 If Tenant does not elect to terminate this Lease as set forth herein, then 6119 Lease shall continue in fiull force and effect and the proceeds of the award shall be used by Landlord to restoro the remainder of the Improvements on the Premises so far as Practicable to a complete unit of like quality and condition to that which existed immediately prior to the taking, and the Base pent and all other charges payable hereunder shall be reduced in proportion to the square feet of the Promises taken and Landlord and Tenant respectively, shall be entitled to any award permitted by applicable law. 24.3 If Landlord does not commence within thirty (30) days of receipt of the award, and with reasonable dispatoh continue, to restore the portion of the Premises as aforesaid, Tenant shall have (lie right, upon giving notice to Landlord, in addition to other rights provided herein, to: (a) rostoro the Premises for the account of and at Landlord's sole cost and expanse; or (b) terminate title Lease upon written notice to Landlord, and all Base Rent and all additional charges shall be abated as of the date of such notice. If Tenant elects to rostore for the account of Landlord, Landlord shall promptly assign to Tenant any award or payment made to Landlord as a result of any such taking, and in addition thereto shall reimburse Tenant upon demand for any cost and expense incurred by Tenant for such restoration in excess of said award or payment assigned to Tenant, plus interest at the Interest Rate. Until Tenant line been fully reimbursed for such cost and expense plus interest, Tenant may filly abate its Base Rent. If, at the end of this Lease, Tenant has not been fully roltnbursed therefor, Tenant shall have tho right to: (x) extend the Term of this Lease for any period of time selected by Tenant which is less than or equal to the period whloh shall enable Tonant to recover such cost and expense plus Intorest by abatement from. Base Rent, as aforesaid; or (y) place a lion on the Premises for the unreoovered amount; or (x) pursue all available legal remedies for recovery of the unrelmbursed amount and all damages to Tenant related to Landlord's failure to reimburse Tenant as set forth In this paragraph. ARTICLI3 25 ABATEMENT OF R13NT WBBN TENANT IS PREVENTBi) FROM USIN© PREM18)38 25.1 In the event that Tenant is prevented from using, and does not use, the Premises or ally portion thereof for five (5) consecutive business days at any time during the Ter in or ten (10) calendar days lit any three hundred sixty-five (365) day perlod (the "Eligibility Period") as a result of Landlord's default under this Lease, negligence or Intentional misconduct, then the Rent payable by Tenant hereunder shall be abated or reduced, as the vase may be, for such time that Tenant continues to be so prevented Rom using, and does root use, the Premises or a portion thereof, in the proportion that the rentable area of tiro portion of the Promises that Tenant is prevented from using, and does not use, bears to the total rentable area of the 18 Premises. Tenant's abatement period shall continue until Tenant has been given suffiolent time, and sufficient access to the Premises, to rebuild or restore the portion of the Premises Tenant Is required to rebuild, repair or restore, To the extent Tenant is entitled to abatement beoause of on event addressed in another provision of this Lease, the Eligibility Period shall not be applicable and abatement of Rant shall occur pursuant to those provisions. ARTICLE 26 QUIBTPOSSESSION 26.1 Notwithstanding anything contained In. the Lease to the contrary, Landlord covenants with Tenant to keep Tenant in quiet possession of the Premises during the Tern► of this Lease and any extensions theroo£ Landlord warrants and represents to Tenant that the Landlord is solely vested with fee simple title to file Promises and the Chub and has full right and lawful authority to lease the Promises to Unant, Landlord i ither warrants and represents that there at-0 no liens, encumbrances, mortgages, easements, or any other matters which would preclude or otherwise adversely affect Tonaut's intended use or other rights or benefits under this Lease. ARTICLE 27 BINDING ON HEIRS, SUCCESSORS, AND ASSIGNS 27.1 The covenants and agreements of this Lease shall be binding upon the heirs, executors, administrators, successors and assigns of both patties hereto, except as heroinabovo provided, 27.2 In the event of a sale of the Premises or a change in ownership of Landlord's estate, or If there is an assignment or transfer of this Lease by Landlord for other than security purposes, Landlord shall cause the new owner or Landlord's assignee or transferee, as applicable, to assume the provisions of this Lease and notice of such assignment or transfer, as well as a copy of the effective instrument of transfer, shall be given to Tenant within fifteen (15) days after the date of transfer. Tenant shall be entitled to continue to pay Rona and give all notices to Landlord until. Tenant has received the foregoing from Landlord. Landlord shall deliver all :fonds In which Tenant has an interest including security deposit, If any, to Landlord's purchaser or assignee, ARTICLE 28 ESTOPP13L CERTIFICATES 28.1 Tenant shall, within fifteen (15) business clays after Tenant's receipt of Landlord's written request thereof, execute, acknowledge, and deliver to Landlord an Estoppel Certificate certifying such fhotuol matters relating to this Lease as Landlord may reasonably require. 28.2 Landlord shall, within fifteen (15) business days attar Landlord's4 recelpt of Tenant's written request thereof, execute, aclutowleoge, and deliver to Tenant an Estoppel Certificate certifying such factual matters relating to the Leaso as Tenant may reasonably require. 28.3 Such Estoppel Certificates shall be for the purpose of facilitating either party's financing, refinancing, or sate activities only, and shall not affect or prejudice any rights or reinedies of either party against the other. 19 ARTICLE 29 NOTICES 29.1 Any notice required or permitted to be given hereunder shall be in writing and may be given by personal delivery, overnight mail or certified US. Mail and shall be deemed effeotive when received by the intooded addresseo (whether accepted or rejected) if addressed to Tenant or to Landlord at file addresses noted in0ecWjA. Bather party may by notico to the other specify a different address for 1100ee purposes. A copy of all notices required or permitted to be given to Landlord and Tenant hereunder shall be conourrently transmitted to such party or parties at such addresses as Landlord and Tenant may 110n1 time to thne hereafter designate by notice to the other party. ARTICLE 30 CONFIDENTIALITY 30.1 All statements delivered to Landlord by Tenant and all iafonnation obtained by Landlord about Tenant, including finauolal information, in the exercise of Landlord's rights hereunder shall be held in striot confidence and shall not be disclosed to any party other than: (a) Landlord's personnel having the explieltneed to know such information, for which Landlord agrees to get such personnel to similarly keep all such information confidential and Landlord shall have such personnel, at the request of Tenant, exeoute A written confirmation of Its confidential obligation hereunder to Tenant containing terms and conditions acceptable to Tenant; or (b) filly current or prospective mortgagee, prospective purchaser, or equity investor upon written request from such mortgagee, prospective purchaser, or equity investor to Tenant, In contemplation of all actual and bona fide transaction, for which Landlord agrees to get such mortgagee, Prospective purchaser. or equity hlvestor to similarly keep all 811e11 lnf0r7nation eonAdential and Landlord Shall have such mortgagee, prospective purchaser, or equity investor at the request of Tenant, execute a written oonflrtnation of its confidential obligation hereunder to Tenant containing terms and conditions acceptable to Tenant; or (e) as required by law. ARTICLE 31 LANDLORD'S ACCESS 31.1 Landlord's and Landlord's agents, upon 72 hours' prior written notice to Tenant, shall have the right to enter the Premises at reasonable times for the purpose of (a) hlspeoting the same, (b) showing the saine to prospective purchasers or lenders, (e) showing 1110 same to prospective lessees within one hundred twenty (120) days of the end of tiro Terraand (d) making such alterations, repairs, itnprovoments or additions to fire Premises or the Building as Landlord may be required to make pursuant to the terms hereof. ARTICLE 32 SUBORDINATIONAND NON -DISTURBANCE 32.1 Upon request by Tenant, Landlord shalt Conga each holder of a lion upon tine Premises (and/or tale Club or Building of which the Premises are a part) to enter into a Subordination, Non. Disturbance and Attornment agreement in form reasonably acceptable to Tenant (an "SNDA"). In the event thatTouatit does not receive the SNDA lvithhr thirty (30) days of suoh request, Ront shall abate until Tenant receives such agreement. Should any fittuu'e holder of a lien upon the Premises whose lien is capable of foreclosure wish to become superior to this Lease, Tenant agrees to subordinate to such lionholder so long as Landlord hits such lionholder execute for the benefit of Tenant, a Non-Disturbanco Agreement In a form and of a substance acceptable to Tenant. The provisions of fills Section to file contraty notwithstanding, this Leaso shall remain in fltll force and effect for the full Term and ally extousion hereof, and a foreclosure 20 under the deed of trust shall not terminate tills Tease or affbotThant's right ofpossession putsuaut to this ).ease. ARTICLE 33 FORCE MA7EURE 33.1 Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of nature, inability to obtain labor ormaterials orreasonable substitute therefor, governmental restrictions, regulations or controls, enemy or hostile governmental notion, rlot, olvil commotion, fire or other casualty, shall excuse the performance by such party for a period equal to ally such prevention, delay or stoppage, except as otherwise stated in tills Lease to the contrary, ARTICLE 34 RIGHT TO CLOSE 13USMESS 34.1 Nothing set forth in this Lease shall be construed, in any ananner whatsoeve.; as an express or implied covenant on tite part of Tenant to commenco businose operations at the premises, to thereafter continuously operate any business operations on the Premises, or to operate the business at the promises during any specific hours, and Landlord spcvifleally acknowledges that there is no covenant of initial, continuous, or speoifled hours of operation on the part of Tenant, express or implied, Tenant may, in its sole discretion, (1) close Its business at any time and for anyreason whatsoever, including fbr- the following holidays: Now Year's Day, Easter Sunday, July 4th, Thanksgiving Day, Christmas Day and any other holidays recognized by Tenant; and (11) modify or reduce its hours of operation at any time and for any reason whatsoever, Inoluding due to decreased foot tralllo or seasonality. Such closing or schedule change shall not xaleaso Tenant flern any of its obligations herein until such time as the Lease is terminated or expires by its toims. Ill the event that Thnant has failed to operate Its business from the Premises for a period•of sixty (60) conseoutivo days, and such failure is not due to remodeling, onsualty or condemnation or other causes beyond the reasonable control of Tenant, Landlord shall have the right (as its sole right and remedy due to such failure to operate) to terminate tills Lease and recapture the Promises by providing Tenant with written notice thereof at least thirty (30) days prior to the recapture date. Notwithstanding the foregoing, Tenant shall have the right to elect to nullify tite Landlord's election to recapture the Premises by reopening for business in the promises within such thirty (30) day period. Upon the recapture date, both Landlord and Tenant shall be released from any and all duties, liabilities and obligations under this Lease accruing on or after the recapture date. ARTICLE 35 HAZARDOUS M&BRiALS 35.1_ Landlord represents and warrants that (a) may handling, transportation, storage, treatment or usage of hazardous Material (as defined below) that has occurred on the Pxemises or the Club, or the Iand on which the same arse located, to dute has been in compliance with all applicable federal, state and local laws, regulations and ordinances; (b) the soil, groundwater and soil vapor on or under the Premises ground and the Club are free of hazardous Material as of the Possession Date; and o there under er the remise storage tanks on the Promises or In the Club and no underground storage tanks have been removed from the Premises or the Club. 35,2 Landlord covenants that It will durh.g the Term of this Lease provide to Tenant a copy of. all citations oxnotices ofviolations received from allygoverumental authority with.regard to ally Hazardous Material within five (5) days of recolpt by Landlord, .21 35.3 If any, Hazardous Matorlal is dopoalted, released, stored, disposed, discovered or present In or on the Premises, the Building, file Club or the land on which the same are located, Landlord, in a manner that compiles with all applicable haws (as defined below), shall at Landlord's cost and expense (except as It relates to Hazardous Materials on the Promises caused directly by Tenant's introduction of such Hazardous Materials to the Premises ill which event the expense shall be bonio by Tenant) remove, transport and dispose of such materials and perform all remediatlon and cleanup of the Premises, the Building, the Club and land necessary or advisable to remediate any damage to porsons, property or the environment as a result of the presence of such Hazardous Material. Landlord covenants that it shall be responsible for all costs Incurred iu complying with all federal, state and local laws, rules, regulations, guidelines, policies, codes and ordinances of any governmental body having jurisdiction over the same (individually and eollectivoly "Laws') w1dolr relate to Hazardous Material that'exists at any timo in, on or about the Club and the Promises, and the land on which file same are located, Including the cost of any required or necessary repair, remedlation, cleanup, r,amoval, dtsposalordotoxifloation, excludhighowevor, anysuchcosts relating to Hazardous Material on the Premises caused directly by Tenant's introduction of Hazardous Material to the Premises. 35.4 Landlord covenants that It shall and hereby does indemnifj►, protect, defend and hold Tenant, Its directors, ofRcers, employees and agents and any successor to Tenant's interest In the Promises, free and harmless from and against any and all o1a11ris, judgments, damages, penalties, )fines, costs, liabilities Of losses (including sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees) and all foreseeable and unforeseeable consequential damages, whether known or unknown, which might directly or indirectly or In whole or In patt be caused by, arlso out of or be related to Hazardous Material that exists at any time in,. on or about the Club or the Premises, or the land on which the same are located, excluding Razatdous Material on the Premises that is Introduced by Tenant. 35.5 Tenant oovertants that it shall and hereby does indemutify, protect, defend and hold Undlord, its. directors, ofiioers, employees and agents and any successor to Landlord's interest In tite Premises, free and harmless from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (Including sums paid in settlement of claims, attorneys' roes, consultant fees and expert fees) and .all foreseeable and uilibreseeable consequential damages, whether known or unknown, which might directly or Indirectly Orin whole or in part be caused by, arise out of or berelated to Hazardous Material that Is introduced to the -Promises or the Club by Tarrant. ant. As used herein, the term "Hazardous Material" means petroleum products, asbestos, mold, and any other hazardous or toxic substance, material or waste, which Is or becortzes regulated by any applicable state, local or federal governmental authority, whether originating from the Promises or the Building, or the land on which the same are located, or migrating, flowing, percolating, difiirshng or in any WAY moving onto or -under thoTrennises or tine Buitdiug. Tito provislona:of this Article shall survive the termination of this Lease. ARTICLE 36,. 89CURITY INTI3RBST 36.1 Landlord Waivcss all statutory -and contractual liens or any other so-called "landlord's Iien" which It may be entitled to assert against any of Tonaut',s property as security for the payment of Rent or tine perfbrmanoe of any other obligation ofTenant horeunder. 36.2 , Tenant shall Have the absolute right from Hme to tilna during the Torm, and without Landlord's prior approval, Written or othenvlse, to grant and assign a mortgage or other security Interest in Ibnant's interest under the Lease and all of.Tenaut's property to Tenant's lenders lu connection with 22 Tenant's firranclug arrangements. Landlord es and other agtvees to execute such, confirmation rtificat documents as lcbaltt's lenders may reasonably request Ill connection with arty such fittcerli l at ARTICLE 37 MISC13LLANBOUS 37.1 Tfrfs Lease and the schedttles and exhibits attached hereto contains all agreements of the Paula$ with respect to any matter mentioned hereln, No prior or contemporaneous agreement or understanding, whether oral or written, pertaining to any such matter 911411 be offeotive. This Lease. may be modified in writing only, signed by the patties in interest at ttte time of the modifloation. 37.2 If ally clause, phrase, provision, or portion of this Lease or tite application thereof to any person or ofreumstagco shall be invalid or unenforceable under applicable law, such event shall not affect, Impair, or render invalid or unenforceable the rBtnainder of this Lease nor any other clause, phrase, Provision, portion hereof; rror shall hereafto Other it affect the application of any clause, phrase, provlslon, or portion er parsons or ciroumstances. 37.3 Wherever in this Lease the consent or approval Other parry, unless othertivise spealfled, of ore party is xequlrecl for an eat of the delayed, or conditioned, such consent or approval shall not be unreasonably withhold, 37.4 Each ofLOIldlord and Tenant represonts that each individual executing this Lease on behalf Of Landlord and Tetlant is duly authorized to execute and deliver this Lease on its behalf; 37.5 Tile Attiole and Seotlotr captions and headings are for eonvorrtence of reference only, end ill no way shall be used to construe or modify tiro provisions set forth ill this Lease. Whenever the context so reNukes, the singular shall include the plural and vleo versa. All words and phrases shall be construed as masculine, f0minl11e, or Holder gander, according to tite context, Witellover the term "lrolttda," "Including," or "inoluded" is used in this Lease, it shall mean including without limiting the foregoing, An in Entities", boj on or iasuranee of a party shall apply to and #pure to Ilia benefit of all the following "party Entitles e , me the party, the party's member, the party's property manager and investment manager, and the owners, members, managers, partners, employees and agents of eaoh of them, In any case where this Lease Is signed by more than ono person, the obligations tinder this Lease shall be joint and several. The terins "Tenant" and "Landlord" or any pronoun used irr place thereof shall indicate and Include the masculine or feminine, tine singular or plural number, individuals, firms, or corporations, and each of their respeative successors, executors, administrators, and pounitted assigns, accordhrg to tite context hereof. 37.6 "me is of the essence with respeot to the obligations to be performed under this Lease. time f hstan orni anything heraltr to the contrary, whenever under the terms and provisions of this Lease the time forparfornranee falls upon a Saturday, Sunday or legal holiday, such time for performance shall be extended to the next busfiton day, 37.7 Each of Landlord and'ibnant represents and warrants that It has not dealt with any broker in connection with this Lease, except for Landlord's Broker and Tenant's Broker; respcotivaly. Landlord shall pay a commission to Landlord's Brokerand Tenant's Broker in accordance with a separate agreement, Landlord shall Indetnnffy and hold harmless Tenant from art , Tenant's Broker, If Tenant's Broker is not paid in accordan a withrTau owed o J alld'so agreement and ith Landlord, Tenant May make suoh payment and offset the amount thereof against ally payment owed by Tenant as Landlord. Landlord warrants that Tenant shall not, as a direct or fndireot rosult of exeoutfon of this Lease, be responsible to anyone, including real estate brokers or salespersons, for any fees or 23 commissions, Landlord hereby indemnities and Molds Tenant harmless tlom and against any and all costs, expenses, claims, losses and liabilities arising out of the breaoll of this warranty. 37.8 No waiver by either party of any provision hereof shall bo deemed a waiver of any other provision hereof or of any subsequent breach by the other party of tile, same or any ollrer provision, Laclt paciy's consent to, or approval of, any act shall not be deemed to render ututeoessary the obtaining of such party's consent to or approval of any subsequent act by the outer party, 37.9 Either d or uant upon acknowledge and dallver tote orother A short forte" otno andum of this Loose ble requforoirectording pu pos00 es. e, g purposes. 37.10 No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, bo 01lmulative with all other ivilledies at law or in equity. 37.11 This Lease shall be governed by the laws of the State where file promises are located. 37.12 In the event of any proceeding, olalm, or action being filed or instituted between the patties With respect to this Leaso, the prevalling party will be entitled to receive $om the other s damages, and expenses, including reasonable attorney's fees, incurred b the prevailingy In p 'all oasts, with that action or proceeding upon the controversy being reduced to f nai judgment or award. connection 37.13 If Tenant retrains in possession of file promises or an of the Term hereof, such acoupanoy shall be a tenanoy $tom month to oath upon all the provlslonsart thereof after tho exaon oif this Leaseperfainiug to the obligations ofTenant. 37.14 For purposes of this Lease, the "affective Date" shall be the later of the, date that Tenant or Landlord executes this tease, 37,15 Tills Lease n1ay688xecutedill any nulllberofcountorparts,vaahohvitiehshallbee eotivo Only Upon delivery and theroatler shall be dcomad an orlghlai, and all ofwhea shall be taken to be one and the sac Instrument, for the same offect as if all parties hereto had signed the same signature page. 37.16 This Lease shall not be binding, nor shall either party have any obligations or liabilities or any rights with respect thereto, or with respect to the Premises, ulrless and unfit both parties have executed and delivered this Lease. Until such execution and delivery of this Lease, either party may terminate all negotiation and discussion of tiro subject matter hereof, without cause and for any reason, Ivithout recourse or liability, ARTICLE 38 13XUMITS AND ADDBNDA 38.1 Tile exhibits and addenda listed below are Incorporated by reforenee In tills Lease: Exhibit A: premises, ExhibitD: Landlord's Work. aCxlnibit C: Stipulation ofTerm of Lease, )Thera ual►tdcr of MMus page futentloreally kj? blank.) 24 below.IN WITNEss WHEREOF, the parties hereto havo execrated this Lease as of the dates set fortit LANDLORD: MC HENRY COUNTRY CLUB, an Illinois not - for -profit corporation /'} // // Date. G Landlord's Federal T8x Identification Number: 25 TENANT; '?"TAT MCJ"NRY COUNTRY CLUB LLC, an Illinois limited liability company d/b/a Metal►vood Grille I3y: Name: jI UL C.1 'rs'Utlrft rtt, i Date: 3 1yvr r',XR DIT A PREMISS [Please provide) B- f B)MMIT E LANDLORD'S Wolff< Prior to the Commeueement Date, LOndlord shelf; • deliver the Premises with all plumbing, d It, good Ivakfug order, whfoh shall foors, HVA,C, meolranioaf equ(prnent and the Equipment equipment inspeed 0 the resolution ofauy Equipment issues Identified Ill at, Landlord; by report perforynby an independent third -party and delivered from Tonant to ' update the bar and roptace the carpeting in the rna(n portion of the Premises (the "Main Update), And • update the bar in the banquet room of the premises (the'Banquet Update"), The Main Update and the Banquet Update shall be completed by Landlord as provided in the Plans and Spooffications approved by Tenant III accordance with Section 19.1 of the .ease, All o#'tlre forego(ng work shelf beperformed i statutes, ordinances, regulations, Hiles, codasnorcompliance wftlr all applicable Taws, including ali applicable , ders, and decrees of ally governmental authority or court, i. ILCC htips llwww2.illinois.goV ilcelSitePages/LicenseLookup.aspx?Status-A&.Owners=Sharp, Clancy& Class License Nurnt r Name Street 1A - 1A U098347 FOOD FOR THOUGHT 3333 N RETAILER AT ROSALIND GREENBAY FRANKLIN UNNERSITY ROAD LTD FOOD FOR THOUGHT IA- 1A-0099723 FFi @ MC LLC THE 2 RETAILER BISTRO AFTER DARK WESIBROOK CORPORATE CTR 1A- 1A-1131320 FOOD FOR THOUGHT 130 E RETAILER CATERING RANDOLPH PROFESSIONALS LTD ST FOOD FOR THOUGHT CATERING PROFESSIONALS, LTD. 1A- 1A 1122914 FFT@500, LLC 520 LAKE RETAILER STARLIGHT CAFE COOK RD 1A- 1Ar0038079 FOOD FOR THOUGHT 39700 N RETAILER ATTHUNDERHAWK LEWISAVE LTD FOOD FOR THOUGHTAT THUNDERHAWK Class License Number Name Street 1A- 1A'0038079 FOOD FOR THOUGHT 39700 N RETAILER ATTHUNDERHAWK LEWISAVE LM FOOD FOR THOUGHT AT TiiUNDERHAWK IA- 1A-0044917 FOOD FOR THOUGHT 1300 S LAKE RETAILER CAFEATTHEADLER. SHORE DR LTD. GAIJI-EaS City State Zip County Expiration Date Retail Type Owners NORTH IL 60064 LAKE 4l30=19 ON -PREMISES SHARP. NANCY- CHICAGO CONSUMPTION OFFICER -0.00 FOOD FORTHOUGHT ENTERPRISES - OFFICER - 100.00 WESTCHESTER IL SM64V02 COOK WOM19 ON -PREMISES SHARP, NANCY- CONSUMPTION PRESIDENT- 0.00 FOOD FOR THOUGHT ENT -LLC-MEMBER- ,00.00 CHICAGO IL WW16207 COOK S131/2019 ON -PREMISES SHARP, NANCY- CONSUMPTION OFFICER - 0.00 FOOD FOR THOUGHT ENTPRISES INC - SHAREiOLDER- 100.00 DEERFIELD IL 600155611 LAKE 4l3=19 ON -PREMISES SHARP, NANCY- CONSUMPTION OTHER - 0.00 FOOD FOR THOUGHT ENTERPRISES, ING - LLC-M'cMBER-100.00 FFT MANAGED SERVICES LTD - LLC MANAGER-0.00 BEACH PARK IL 60712 LAKE 3l31=19 ON -PREMISES SHARP, NANC.'Y- CONSUMPTION PRESIDENT-0.00 FOOD FOR THOUGHT ENT-SHAREHOLDER- 100.00 City State Tip County Expiration Date Retail Type Owners BEACH PARK IL 60712 LAKE 3131t= ON -PREMISES SHARP, NANCY- CONSUMPTION PREWENT-0.00 FOOD FOR THOUGHT ENT- SHAREHOLDER - 100.00 CHICAGO IL 606=403 COOK 9/30/2019 ON -PREMISES SHARP, NANCY - CONSUMPTION PRESIDENT-0.00 FOOD FOR EWrkRPRISES - LLC- MEMBER-100.00 ILC C httpc//www2.illinois.gov/ilcciSitePageb/Licenses.00kup.aspx:>Status—A4KOwnas�Sharp, Nancy& Class iiceme Number Name Street City State Tip County Expiradon Date RetailType Owners is- 18-w2660 FOOD FOR THOUGHT 6955 N UNCOLW400D IL 6D71225$8 COOK &30/2D19 CONSUMPTION SHARP, NANCY- CATERER CATERING HAMUN AVE COMBINATION OFFICER -0.00 FOOD PROFESSIONALS LTD FOR THOUGHT FOOD FOR THOUGHT ENTPRISES INC - SHAREHOLDER- 100.00 113- 1B-0074193 FFT AT SABW LLC FFT 18 CHICAGO IL 6060Ci0000 COOK 8/31)2019 ON -PREMISES SHARP. NANCY- CATERER AT SABW LLC DEARBORN CONSUMPTION PRESIDENT- 0.W 37TH FL FOOD FOR THOUGHT ENTERPRISES INC - LLC-MEABER-100.00 ACO��, r vvur vK•V 3 CERTIFICATE OF LIABILITY INSURANCE DATa(MVIDONYYY) 03112019 THIS CERTIFICATE iS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EX79ND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the p01100e3j must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION IS WAIVED, subject to Ilia terms and conditions of the policy, certain p0110tos may require an ondomomont. A statement on this cortificato does not center rights to the certificate holderin Ilou of each endoreemont a . PRODUCER MOefrOW Insurance Services, Ina. 363 N Clark St lath CT 0 E AX fl Chicago, IL 00664 . Sa 312 686.8200 rfo AFFO � roman's Fund Insurance C n o T INSURED 21873 FFTAt McHenry Country Club, LLC -mvRERo:ACE Pro arty & Casualt Insurance Corn an 2 INSURER aL dba Molalvlood Grille 820 N. John at. + Me Henry, IL 60060 COVr=RAiAFQ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSUREVISN NUMBER: RED NAM D ABOVE FOR THE POLICY PERIOD INDICATED. NOTVATHSTANDINO ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED NMICH THIS BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TOALLTHE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. s TYPE OF INSURANCE POUGYrIUMBER EF Ic LIMITS A X COMIAERCIALOENERALLIABILITY CLAIAtS•RV10E Q OCCUR ' . DXJ80987761 06116120% 05/16/2019 E ENrED ,000,OOO 1,000,000 t xP 6,000 E 1,000,00 AGOR LnAITAP IESPER: POLICY � 2,000,000 JJVT LOC R AOP AGO 2,000,000 A AUTOMOBILE C06181 EOS Lf?L tT X 1,000,000 AflYnvrO p DXJ80867761 06116120i8 06116/2019 BODILY INJURY UYLY ►A�nryU��Te�OU�S X 'AM ONLY X AUT4OSONrY raCd 1 f�top,.ppML�EEDq X UMBRELLA lfAO X OCCUR C 26,000,000 RRE E EXCEssLtAD cwlAs•biADE 070166840 06/1612018 081t612019 26,000,0 DEC00 X RET NTi VS 10,000 A ANRKERgg COMPENSA77��pp�� DEMPLOYERS P LlApIl1n X H• ±ndFmMSCW0024961801 06116/2018 06/11/2018 1,000,000 n1, If as daturoevAdar EAPL ,000,000 A Liquor Liability OXJ80987761 06 6 018 061612019 EL E• 1,000,000 1,000,000 DESCRIPTIWIOPOPe1U1n0!►eICOC nOrlBr►IICLBSIACORD101,AddiOonalRomorksftedvl►,MYbr4tlae8d(tmor WCOIengWndl This cortillt0ato Is Issued ae Ev�dence of Coverage. CERTIFICATE HOLDFR _..._ ..._.__. Illinois Liquor Control Commission 100 West Randolph St. SDlto 7.801 Chloago, IL 60601 SHOULD ANY OF THEABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF NOTICE WILL BB DELIVERED IN ACCORDANCE WITH THE POLICY PR6it1810NS. LED REPRESENTATIVE P�� 1 ACORD 26 (20161031 101988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and 1090 are registered marks of ACORD Form LL C-5r5 Secretary of State Jesse White Department of Business services Llnlitod LIeWlity Division NWAv cyberddvolllinols.com Illinois Limited Liability Company Act Articles of Organization FILE # 07496737 FILED Filing Fee: $150 JAN 212019 Approved By: TLB Josso White Secretary of State 1. Limited Liability Company Name: EFT AT MCHENRY COUNTRY CLUB LLC 2. Address of Principal Place of Business where records of the company will be kept: 7001 N RIDGEWAY AVE LINCOLNWOOD, iL 60712 3. The Limited Liability Company has one or more members on the filing date. 4. Registered Agent's Name and Registered Office Address: KEITH H BERK 500 W MADISON ST STE 3700 CHICAGO, IL 60861.4591 5. Purpose for which the Limited LiabilityCorrpany Is organized: "The transaction of any or all lawful business for which Limited Liability Comparlies may be organized under this Act" 6. The Ll_C Is to have perpetual existence. 7. Name and business addresses of all the managers and any member having the authority of manager: FFT MANAOEO SERVICES, LTD, 7001 N RIDGEWAYAVE LINCOLNWOOD. IL 00712 8. Name and Address of Organizer I affirm, under penalties of perjury, having authority to sign hereto, that these Articles of Organization are to the best of my knowledge and belief, true, correct and complete. Dated: JANUARY 21, 2019 KEITH H BERK 500 W MADISON ST STE 3700 CHICAGO, IL 60661 Thrs document was generated electronically at %wnxoyberdriverilinots.com ORDINANCE NO. A 17 An Ordinance Amending Chapter 9, Devices, Coin -Operated, of the City of McHenry's Municipal Code WHEREAS, the City of McHenry, McHenry County, Illinois, is a home rule municipality as contemplated under Article VII, Section 6, of the Constitution of the State of Illinois, and the passage of this Ordinance constitutes an exercise of the City's home rule powers and functions as granted in the Constitution of the State of Illinois; NOW, THEREFORE, BE IT ORDAINED by the CITY COUNCIL of the CITY OF McHENRY, McHenry County, Illinois, as follows: SECTION 1: Chapter 9, Devices, Coin -Operated, Section 9-1, Definitions shall be amended as follows: See. 9-1. Definitions. As used in this Chapter: Electronic sweepstakes machine or device means a mechanically, electrically, or electronically operated machine or device, that is owned, leased, or otherwise possessed by a sweepstakes sponsor or promoter, or any of the sweepstakes sponsors or promoters partners, affiliates, subsidiaries or contractors, that is intended to be used by a sweepstakes entrant, that uses energy, and that is capable of displaying information on a screen or other mechanism. Enter or entry means the act or process by which a person becomes eligible to receive any prize offered in a sweepstakes. Entertaining display means a visual information capable of being seen by a sweepstakes entrant that takes the form of actual game play or simulated game play including, but not limited to a poker game or any other kind of playing card game; a bingo game; a craps game; a keno game; a lotto game; an eight -liner game; a pot -of -gold game; a game based on or involving the random or chance matching of different pictures, words, numbers of symbols not dependent on the skill or dexterity of the player; a casino or gambling game; and any other video game the outcome of which is not in whole or in part dependent on the skill or dexterity of the player that is played in the course of revealing a prize as a result of an entry into a sweepstakes . Juke box means any music vending machine, contrivance, or device which, upon the insertion of a coin, slug, token, plate, disc, or key into any slot or other opening, or by the payment of any price, operates or may be operated, for the emission of songs, music or similar amusement. Chapter 9, Page 1 Mechanical amusement device means any machine which upon the insertion of a coin, slug, token, plate, or disc, may be operated by the public generally for use as a game, entertainment, or amusement, whether or not a prize is offered, and whether or not skill in manipulation predominates over chance or luck. It shall include such devices as marble machines, skill ball, pin -ball machines, mechanical grab machines and all games, operations, or transactions similar thereto under whatever name they may be indicated. Prize means any gift, award, gratuity, goods, service, credit, or anything else of value, which may be transferred to a person, whether possession of the prize is actually transferred or placed on an account or other record as evidence of the intent to transfer the prize. Sweepstakes means any game, advertising scheme or plan, or other promotion which, with or without payment of any consideration, a person may enter to win or become eligible to receive any prize, the determination of which is based upon an element of chance. SECTION 2: Chapter 9, Devices, shall be amended adding the following sections: Sec. 9-11. Electronic sweepstakes machines or devices prohibited. It shall be unlawful for any person to own, lease, operate, or place into operation an electronic sweepstakes machine or device in any location open to the public within the City for the following purposes: (1) To conduct a sweepstakes through the use of an entertaining display including the entry process or the reveal of a prize; or (2) To promote a sweepstakes that is conducted through the use of an entertainment display including the entry process or the reveal of a prize. Sec. 9-12. Video Gaming Terminals - Not Prohibited. Nothing contained in this Section shall be construed as prohibiting duly licensed video gaming terminals as authorized by Section 9-10 of this Code. Sec.9-13. Violation -Penalty. Any person violating any provision of this Section shall be fined not less than $250.00 nor more than $750.00 for each offense. Each machine or device found to be in violation, and each day such violation occurs or continues, shall constitute a separate and distinct offense. SECTION 3: If any section, paragraph, subdivision, clause, sentence or provision of this Ordinance shall be adjudged by any Court of competent jurisdiction to be invalid, such judgment shall not affect, impair, invalidate or nullify the remainder thereof, which remainder shall remain and continue in full force and effect. SECTION 4: All ordinances or parts of ordinances in conflict herewith are hereby repealed to the extent of such conflict. Chapter 9, Page 2 SECTION 5: This Ordinance shall be in full force and effect upon its passage, approval and publication in pamphlet form (which publication is hereby authorized) as provided by law. Voting Aye: Voting Nay: Absent: Abstain: APPROVED: Mayor Wayne Jett (SEAL) ATTEST: Deputy Clerk Debra Meadows Passed: _ Approved: Z:\M\McHenryCityof\Ordinances\ElectronicSweepstakesMachines.doc Chapter 9, Page 3