OFFICE OF THE MAYOR
CITY OF CHICAGO
LORI E. LIGHTFOOT
MAYOR
November 16, 2020
TO THE HONORABLE, THE CITY COUNCIL OF THE CITY OF CHICAGO
Ladies and Gentlemen:
At the request of the Commissioner of Housing, I transmit herewith an ordinance authorizing the execution of a loan agreement and associated assistance for North Park 'Villa apartments. i
Your favorable consideration of this ordinance will be appreciated.
Very truly yours,
ORDINANCE
WHEREAS, the City of Chicago (the "City"), a home rule unit of government under Section 6(a), Article VII of the 1970 Constitution of the State of Illinois, has heretofore found and does hereby find that there exists within the City a serious shortage of decent, safe and sanitary rental housing available to persons of low and moderate income; and
WHEREAS, the City has determined that the continuance of a shortage of affordable rental housing is harmful to the health, prosperity, economic stability and general welfare of the City; and
WHEREAS, the City is the owner of fee simple title of the real property located in the City of Chicago and known as 5801 North Pulaski Road (the "Campus"); and
WHEREAS, the City has certain funds available from a variety of funding sources ("Multi-Family Program Funds") to make loans and grants for the development of multi-family residential housing to increase the number of families served with decent, safe, sanitary and affordable housing and to expand the long-term supply of affordable housing, and such Multi-Family Program Funds are administered by the City's Department of Housing ("DOH"); and
WHEREAS, DOH has preliminarily reviewed and approved the making of a loan to EHDOC North Park Village Limited Partnership, an Illinois limited partnership (the "Borrower"), of which NPVA GP LLC, an Illinois limited liability company is the general partner (the "General Partner"), in an amount not to exceed $3,815,000.00 (the "Loan"), to be funded from Multi-Family Program Funds pursuant to the terms and conditions set forth in Exhibit A attached hereto and made a part hereof to undertake the project described in Exhibit A (the "Project"); and
WHEREAS, DOH and the City's Department of Assets, Information, and Services ("DAIS") desire to lease to EHDOC North Park Village Charitable Corporation, an Illinois not-for-profit corporation that is a member and manager of the General Partner (the "Sponsor"), a certain portion of the Campus real estate (the "Land") as described on Exhibit B attached hereto and made a part hereof, for a term of 99 years in accordance with the terms and conditions set forth in a ground lease substantially in the form of Exhibit C attached hereto and made a part hereof (the "Lease"), for use in the Project; and
WHEREAS, the Sponsor intends to assign, with the City's consent, its interest in the Lease to the Borrower (together with any permitted successors and/or permitted assigns, the "Assignee") pursuant to an Assignment and Assumption and Amendment of Ground Lease (North Park Village Apartments), substantially in the form of Exhibit D attached hereto and made a part hereof (the "Assignment of Lease"); and
WHEREAS, by Resolution No. 20-005-21 adopted on June 18, 2020, the Chicago Plan Commission recommended the ground leasing of the Land pursuant to the terms and conditions of the Lease and Assignment of Lease; and
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WHEREAS, DOH and DAIS desire to grant to the Sponsor title to the existing improvements located on the Land (the "Improvements," and together with the leasehold interest created in the Land by the Lease, the "Property"), together with all tangible and intangible personal property (including the cash reserve in the amount of approximately $136,000) located at the Property, including all rights to the name "North Park Village Apartments", (collectively, the "Personal Property") pursuant to a quitclaim deed for the Improvements and a bill of sale for the Personal Property; and
WHEREAS, the City intends to convey to the Sponsor the leasehold estate created by the Lease and title to the Improvements pursuant to the deed, the fair market value of which is estimated to be $19,400,000 in accordance with the real property valuation requirements of the Illinois Affordable Housing Tax Credit Program; and
WHEREAS, the City also intends to convey the Personal Property described on Exhibit E attached hereto, and such other items of personal property as may be approved by the DAIS Commissioner (as hereinafter defined) or his designee; and
WHEREAS, as consideration for the City's lease of the Land, the Sponsor will pay to the City $1.00 for each year of the Lease for a total of $99.00, and, as additional consideration, the Borrower, as assignee of the Lease, will cause the residential units in the Project to be leased as affordable rental housing pursuant to the terms and conditions of the Lease and the Assignment of Lease; and
WHEREAS, on January 16, 2002, the City Council of the City (the "City Council") enacted an ordinance published in the Journal of Proceedings of the City Council (the "Journal of Proceedings") for such date at pages 77362 through 77366, inclusive, as amended by an ordinance adopted by City Council on September 4, 2003 and published in the Journal of Proceedings for such date at pages 6475 through 6624, inclusive, which authorized the establishment of a program (as supplemented, amended and restated from time to time, the "Donation Tax Credit Program") to be implemented by DOH in connection with the use of certain tax credits authorized by the Illinois General Assembly pursuant to Public Act 92-0491 (as supplemented, amended and restated from time to time) for donations made in connection with affordable housing projects; and
WHEREAS, the Sponsor or an affiliated entity may receive a donation that may qualify under the Donation Tax Credit Program as an eligible donation, and that may generate certain additional proceeds for the Project, but the receipt of such donations and proceeds is not a condition to the making of the Loan; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:
SECTION 1. The above recitals are expressly incorporated in and made a part of this ordinance as though fully set forth herein.
SECTION 2. The City's conveyance of a 99-year leasehold interest in the Land to the Sponsor in consideration of the payment of $99.00 by the Sponsor to the City as rent, and the additional consideration described above, and pursuant to the terms and conditions of the Lease,
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is hereby approved. The City's grant to the Sponsor of title to the Improvements and Personal Property to the Sponsor is also hereby approved.
SECTION 3. In connection with the Lease, the Commissioner of Housing (the "DOH Commissioner") and her designee (collectively, the "DOH Authorized Officer") and the Commissioner of Assets, Information, and Services (the "DAIS Commissioner") and his designee (collectively, the "DAIS Authorized Officer'), acting jointly, are hereby authorized, subject to approval by the Corporation Counsel, to enter into the Lease, with such changes as the DOH Commissioner and the DAIS Commissioner, subject to approval by the Corporation Counsel, may deem necessary, and to execute such other agreements and instruments, and perform any and all acts as shall be necessary or advisable in connection with the implementation of the Lease, including the consent to the Assignment of Lease, with such changes as the DOH Commissioner and the DAIS Commissioner, subject to approval by the Corporation Counsel, may deem necessary.
SECTION 4. The City's grant to the Sponsor and the Borrower of nonexclusive easements (i) over, under and above such limited portions of the Campus as may be necessary for the purposes of ingress and egress, by vehicle and by foot, to and from the Property and North Pulaski Road, (ii) necessary to renovate the Improvements and construct the Project (including easements for the utilities necessary thereto, and any agreements relating to shared walls, passageways or ceilings between the Improvements and any buildings adjoining the Property), (iii) to provide access to and from the Project's parking lots, (iv) to maintain and repair and replace the Project improvements, (v) to park in the designated areas of the Project's designated parking lots pursuant to the terms of the Lease, and (vi) necessary to perform the tenant's obligations under the Lease and the Assignment of Lease, is hereby, authorized. In connection with such easements, the DOH Authorized Officer and the DAIS Authorized Officer, acting jointly, are hereby authorized, subject to approval by the Corporation Counsel, to enter into easement agreements and to execute such other agreements and instruments, and perform any and all acts as shall be necessary or advisable in connection with the implementation of such easements and to more particularly define the boundaries of such easements.
SECTION 5. Upon the approval and availability of the Additional Financing as shown in Exhibit A hereto, the DOH Authorized Officer is hereby authorized, subject to approval by the Corporation Counsel, to enter into and execute such agreements and instruments, and perform any and all acts as shall be necessary or advisable in connection with the implementation of the Loan. The DOH Commissioner is hereby authorized, subject to the approval of the Corporation Counsel, to negotiate any and all terms and provisions in connection with the Loan which do not substantially modify the terms described in Exhibit A hereto. Upon the execution and receipt of proper documentation, the DOH Authorized Officer is hereby authorized to disburse the proceeds of the Loan to the Borrower.
SECTION 6. The DOH Authorized Officer is hereby authorized to transfer any tax credits allocated to the City under the Donation Tax Credit Program in connection with the Project to an entity satisfactory to the DOH Commissioner on such terms and conditions as are satisfactory to the DOH Authorized Officer (the "Transfer"). The proceeds, if any, received by the City in connection with the Transfer are hereby appropriated, and the DOH Commissioner is hereby authorized to use such proceeds to make a grant to the Sponsor or any other entity acceptable
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to the DOH Commissioner in her sole discretion, for use in connection with the Project (the "Grant"). The DOH Authorized Officer is hereby authorized, subject to approval by the Corporation Counsel, to enter into and execute such agreements and instruments, and perform any and all acts as shall be necessary or advisable in connection with the implementation of the Transfer and the Grant. Upon the execution and receipt of proper documentation, the DOH Authorized Officer is hereby authorized to disburse the proceeds of the Grant to the Sponsor for use in connection with the Project.
SECTION 7. The Project shall be deemed to qualify as "Affordable Housing" for purposes of Chapter 16-18 of the Municipal Code of Chicago (the "Municipal Code"). Section 2-44-080 of the Municipal Code shall not apply to the Project or the Property.
SECTION 8. The Mayor, the Chief Financial Officer, the City Comptroller, the City Clerk, the DOH Authorized Officer, the DAIS Authorized Officer and the other officers of the City are authorized to execute and deliver on behalf of the City such other documents, agreements and certificates and to do such other things consistent with the terms of this ordinance as such officers and employees shall deem necessary or appropriate in order to effectuate the intent and purposes of this ordinance, including, without limitation, a deed for the Improvements and a bill of sale for the Personal Property, revisions to the Lease and the Assignment of Lease, the transfer of reserves attributable to the Property in the amount of approximately $136,000.00, and any documentation required to allow the Borrower to continue to use the name "North Park Village Apartments".
SECTION 9. If any provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such provision shall not affect any of the other provisions of this ordinance.
SECTION 10. To the extent that any ordinance, resolution, rule, order or provision of the Municipal Code, or part thereof, is in conflict with the provisions of this ordinance, the provisions of this ordinance shall control. If any section, paragraph, clause or provision of this ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this ordinance.
SECTION 11. This ordinance shall be effective as of the date of its passage and approval.
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EXHIBIT A
BORROWER: EHDOC North Park Village Limited Partnership, an Illinois limited
partnership (the "Borrower"), of which the sole general partner is NPVA GP LLC, an Illinois limited liability company (the "General Partner"), of which EHDOC North Park Village Charitable Corporation, an Illinois not-for-profit corporation (the "Sponsor") and RHF Holdings Group, Inc., a California not-for-profit corporation ("RHF") are the sole members, and others to be hereafter selected as limited partners
Rehabilitation of Building H located at 5801 North Pulaski Road, Chicago, Illinois (the "Project") into a 180-unit housing project with 179 affordable Elderly (as such term is defined in the Lease) housing units and one on-site management unit
Source: Multi-Family Program Funds Amount: Not to exceed $3,815,000
Term: Not to exceed 32 years or such other term acceptable to the DOH
Commissioner
Interest: Not to exceed 3 percent per annum or such other interest rate
acceptable to the DOH Commissioner Security: Non-recourse loan; junior leasehold mortgage on the Property (the
"City Mortgage")
ADDITIONAL FINANCING:
1. Amount: Not to exceed $20,000,000 construction loan, or such other amount to which the DOH Commissioner may consent (the "Senior Loan") which is anticipated to be reduced to a permanent loan principal amount of approximately $6,150,000 upon conversion or such other amount to which the DOH Commissioner may consent Term: Not to exceed 32 years or such other term acceptable to the DOH Commissioner, provided the construction loan term included therein will not exceed 3 years unless otherwise approved by the DOH Commissioner
Source: CIBC Bank USA or such other entity as may be acceptable to the DOH Commissioner
Interest: Initially a variable rate not to exceed 6.5 percent per annum during construction loan, and a fixed insurance rate not to exceed 6.5 percent during the permanent loan or such other interest rate(s) approved by the DOH Commissioner
Security: Leasehold Mortgage on the Property senior to the lien of the City Mortgage and a pledge of capital contributions, tax credits, general partner interests, project-based voucher rental subsidies, and other security acceptable to the DOH Authorized Officer
A-1
2. Illinois
Affordable Housing Tax Credit ("IAHTC")
Proceeds: Approximately $6,600,000
Source: To be derived from the Transfer of lAHTCs allocated by the City and by the Illinois Housing Development Authority, the proceeds of which will be granted to the Sponsor or any other entity acceptable to the DOH Commissioner
3. Low-Income Housing Tax Credit ("LIHTC")
Proceeds: Approximately $14,250,000, which may be used, among other purposes, to repay a portion of the Senior Loan Source: To be derived from the syndication of approximately $1,500,000 LIHTC allocation from IHDA
Historic Tax Credit Proceeds:
Amount:
Amount:
Approximately $5,340,000
Source: To be derived from the syndication of approximately $5,900,000 in federal Historic Tax Credits
Approximately $1,250,000 or such other amount to which the DOH Commissioner may consent
Term: Not to exceed 32 years or such other term
acceptable to the DOH Commissioner
Source: Sponsor, derived from the proceeds of a grant from the Chicago Low-Income Housing Trust Fund or other entity acceptable to the DOH Commissioner
Interest: Not to exceed 0 percent per annum or such other interest rate acceptable to the DOH Commissioner
Security: A leasehold mortgage on the Property junior to the lien of the City Mortgage
Approximately $900,000 or such other amount to which the DOH Commissioner may consent
Term: Not to exceed 32 years or such other term
acceptable to the DOH Commissioner
A-2
Source: Elderly Housing Development and Operations Corporation ("EHDOC") or another entity acceptable to the DOH Commissioner, derived from the proceeds of an Affordable Housing Program award through the Federal Home Loan Bank of Chicago
Interest: Not to exceed 0 percent per annum or such other interest rate acceptable to the Commissioner
Security: A leasehold mortgage on the Property junior to the lien of the City Mortgage.
Amount: Approximately $ 6,750,000 or such other amount to which the DOH Commissioner may consent
Term: Not to exceed 32 years or such other term
acceptable to the DOH Commissioner Source: Seller financing from sale of Improvements and
Personal Property by the Seller to the Borrower Interest: Not to exceed 3 percent per annum or such other
interest rate acceptable to the DOH Commissioner Security: A leasehold mortgage on the Property junior to the
lien of the City Mortgage
General Partner
A-3
EXHIBIT B
Legal Description of the Land [Subject to modification based on final title commitment and survey]
PARCEL 1:
THAT PART OF THE SOUTHWEST QUARTER OF SECTION 2, TOWNSHIP 40 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS; COMMENCING AT THE SOUTHWEST CORNER OF SAID SOUTHWEST QUARTER; THENCE NORTH 0°09'57"WEST ALONG THE WEST LINE OF SAID SOUTHWEST QUARTER 1083.05 FEET; THENCE NORTH 89°48'35"EAST 1033.03 FEET; THENCE CONTINUING NORTH 89°48'35"EAST 107.24 FEET TO THE POINT OF BEGINNING; THENCE NORTH 00°1175" WEST 87.43 FEET; THENCE NORTH 89°48'35" EAST 28.38 FEET; THENCE NORTH 00° 1175" WEST 184.65 FEET; THENCE SOUTH 89°48'47" WEST 48.12 FEET; THENCE NORTH 00°1174" WEST 12.47 FEET; THENCE NORTHWESTERLY 12.44 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 7.23 FEET AND WHOSE CHORD BEARS NORTH 39°39'50" WEST A DISTANCE OF 10.96 FEET; THENCE SOUTH 89°29'13" WEST 36.65 FEET; THENCE NORTH 00°30'47" WEST 58.66 FEET; THENCE NORTHWESTERLY 138.91 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 228.20 FEET AND WHOSE CHORD BEARS NORTH 19°5177"WEST A DISTANCE OF 136.78 FEET; THENCE NORTH 65°02'13" EAST 29.22 FEET; THENCE SOUTHEASTERLY 14.61 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE SOUTHWEST, HAVING A RADIUS OF 30.25 FEET AND WHOSE CHORD BEARS SOUTH 17°03'04" EAST A DISTANCE OF 14.47 FEET; THENCE SOUTH 28051'51" EAST 10.44 FEET; THENCE SOUTHEASTERLY AND NORTHEASTERLY 19.49 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE SOUTHEAST, HAVING A RADIUS OF 7.12 FEET AND WHOSE CHORD BEARS NORTH 81 °50'58" EAST A DISTANCE OF 13.96 FEET; THENCE NORTH 01°00'36" EAST 14.73 FEET; THENCE NORTH 89°51'38" EAST 173.51 FEET; THENCE SOUTHEASTERLY 129.23 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 430.64 FEET AND WHOSE CHORD BEARS SOUTH 18°13'52" EAST A DISTANCE OF 128.75 FEET; THENCE NORTH 89o41'10" EAST 141.00 FEET; THENCE NORTH 88°53'02" EAST 129.80 FEET; THENCE SOUTHEASTERLY 263.81 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 1176.79 FEET AND WHOSE CHORD BEARS SOUTH 85°14'32" EAST A DISTANCE OF 263.26 FEET; THENCE SOUTH 77°09'42" EAST 103.31 FEET; THENCE SOUTHEASTERLY 163.97 FEET ALONG THE ARC OF A CIRCLE. CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 200.00 FEET AND WHOSE CHORD BEARS SOUTH 53°4079" EAST A DISTANCE OF 159.42 FEET; THENCE SOUTH 08°54'36" WEST 30.45 FEET; THENCE SOUTHWESTERLY 67.31 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE SOUTHEAST, HAVING A RADIUS OF 167.07 FEET AND WHOSE CHORD BEARS SOUTH 19°09'55" WEST A DISTANCE OF 66.85 FEET: THENCE SOUTH 29°3874" WEST 199.28 FEET; THENCE SOUTHWESTERLY 169.70 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE SOUTHEAST, HAVING A RADIUS OF 169.72 FEET AND WHOSE CHORD BEARS SOUTH 58°I4' 25" WEST A DISTANCE OF 162.72 FEET; THENCE SOUTH 89°45'54" WEST 354.14 FEET; THENCE NORTHWESTERLY 49.89 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE SOUTHWEST, HAVING A RADIUS OF 96.50 FEET AND WHOSE CHORD BEARS NORTH 75°24'36" WEST A DISTANCE OF 49.34 FEET; THENCE NORTH 60°36'40" WEST 202.10 FEET; THENCE NORTHWESTERLY 56.88 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 92.91 FEET AND WHOSE CHORD BEARS NORTII 75°55'34" WEST A DISTANCE OF 56.00 FEET; THENCE NORTH 89°32'35" WEST 18.75 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS.
B-1
PARCEL 2:
THAT PART OF THE SOUTHWEST QUARTER OF SECTION 2, TOWNSHIP 40 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS; COMMENCING AT THE SOUTHWEST CORNER OF SAID SOUTHWEST QUARTER; THENCE NORTH 0°09'57"WEST ALONG THE WEST LINE OF SAID SOUTHWEST QUARTER 1083.05 FEET; THENCE NORTH 89°48'35"EAST 1033.03 FEET; THENCE CONTINUING NORTH 89048'35"EAST 107.24 FEET; THENCE SOUTH 89032'35" EAST 18.75 FEET; THENCE SOUTHEASTERLY 56.88 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE SOUTHWEST, HAVING A RADIUS OF 92.91 FEET AND WHOSE CHORD BEARS SOUTH 75°55'34" EAST A DISTANCE OF 56.00 FEET; THENCE SOUTH 60°36'40" EAST 202.10 FEET; THENCE SOUTHEASTERLY 49.89 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 96.50 FEET AND WHOSE CHORD BEARS SOUTH 75°24'36" EAST A DISTANCE OF 49.34 FEET; THENCE NORTH 89045'54"EAST 7.57 FEET; THENCE SOUTH 00°14'06" EAST 25.50 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°45'54" EAST 230.00 FEET; THENCE SOUTH 00°14'03" EAST 47.57 FEET; THENCE 361.69 FEET ALONG THE ARC OF A CIRCLE HAVING A RADIUS OF 115.00 FEET CONCAVE SOUTHERLY AND WHOSE CHORD BEARS SOUTH 89°51*59" WEST A DISTANCE OF 230.00 FEET; THENCE NORTH 00°14'06" WEST 47.16 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS.
B-2
EXHIBIT C
Ground Lease
This instrument was prepared by and after recording, should be returned to:
Assistant Corporation Counsel Real Estate and Land Use Division Department of Law City of Chicago
121 N. LaSalle Street, Room 600 Chicago, Illinois 60602
GROUND LEASE
(North Park Village Apartments)
This Ground Lease (this "Lease") is made as of the day of ,
2020 (the "Commencement Date"), by and between the City of Chicago ("City"), an Illinois municipal corporation and home rule unit of government, acting by and through its Department of Housing and its Department of Assets, Information and Services ("Landlord" or "AIS"), and EHDOC North Park Village Charitable Corporation, an Illinois not for profit corporation (together with any permitted successors and/or permitted assigns, the "Tenant").
RECITALS:
Landlord is the owner of fee simple title of the real property located in the City of Chicago, Illinois known as the North Park Village campus and having an address of 5801 North Pulaski Drive (the "Campus"). Pursuant to the ordinance adopted by the City Council of the City
on and published in the Journal of Proceedings of the City
Council of such date on pages through , Landlord desires to lease to Tenant
the parcel of land located on the Campus described on Exhibit A attached hereto and made a part hereof (such portion of land, the "Real Estate").
Tenant intends to rehabilitate certain improvements located on the leasehold estate created by this Lease, including a 180-unit affordable Elderly housing project with 179 affordable Elderly housing units and one on-site management unit (such project, the "Development").
Landlord and Tenant have agreed to enter into this Lease in order to implement the Development and to facilitate the financing, rehabilitation and operation of the Development.
AGREEMENT:
ARTICLE 1
Lease of the Real Estate/Term of Lease
Landlord, for and in consideration of the rents to be paid and of the covenants and agreements hereinafter contained to be kept and performed by Tenant, hereby leases to Tenant, and Tenant hereby leases from Landlord, the Real Estate;
Together with all right, title and interest of Landlord, if any, in and to any Improvements (as that term is defined in Article 2) now existing on the Real Estate, any sidewalks, parkways and parking areas included within the Real Estate as depicted on and shown within the boundary lines drawn on Exhibit B (as such boundary lines are precisely established on Exhibit B-1) and attached hereto and made a part hereof; and
Together with all right, title and interest of Landlord, if any, in, to and under all agreements, easements, air rights, encumbrances and appurtenances whatsoever in any way belonging, relating or appertaining to the Real Estate or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Landlord; subject, however, to all agreements, easements, encumbrances and other matters affecting the Real Estate listed on Exhibit C attached hereto (the "Permitted Exceptions") and subject to the provisions of this Lease.
TO HAVE AND TO HOLD the same, subject to the Permitted Exceptions, for a Term of ninety-nine (99) years (the "Term") commencing on the Commencement Date and ending on
, 21 (the "Expiration Date"), unless this Lease shall sooner be
terminated as hereinafter provided, upon and subject to the covenants, agreements, terms, provisions, conditions and limitations hereinafter set forth, all of which Tenant covenants and agrees to perform, observe and be bound by.
ARTICLE 2
Definitions
2.01 The terms defined in this Section shall, for all purposes of this Lease, have the following meanings:
"Affiliate" shall mean, with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such person or entity. A person or entity shall be deemed to control another person or entity if such person or entity possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, general partnership or limited liability company interests, by contract or otherwise and shall include, with respect to any so-called "Illinois land trustee" that is at any time the landlord or tenant under this Lease, such land trustee's beneficiary and all persons or entities having the power of direction under such land trust, but shall not include any Leasehold Mortgagee.
"Buildings" shall mean Building H on the North Park Village, which includes the building wings depicted on Exhibit B attached hereto, identified thereon as Building 1000, Building 2000, Building 3000, Building 4000 and the Community Room (including the enclosed walkways between Building 4000 and (i) Building 1000, (ii) Building 2000, (iii) Building 3000 and (iv) the
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Community Room), and made a part hereof. The foregoing buildings collectively comprise the Development.
"Campus" shall have the meaning given in Recital A.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and any successor thereto.
"Conservation Easement" shall mean that certain Grant of Conservation Right in the Form of An Easement ("Conservation Easement"), dated as of February 16, 1989 and recorded as Document No. 8923785 with the Cook County Recorder of Deeds, as amended.
"Construction Completion Deadline" shall mean the date, which shall be one (1) year after the contract substantial completion date set forth in Article 4 of the Standard Form of Agreement between Owner and Contractor: Cost of the Work Plus a Fee with a Guaranteed Maximum Price (AIA A102 - 2017) to be executed at closing.
"Deductible" shall have the meaning given in Section 8.01(a).
"Default" shall mean any condition or event that constitutes or would, after notice or lapse of time, or both, constitute an Event of Default.
(i) "Development" shall have the meaning given in Recital B.
G) "Elderly" shall mean any person 62 years of age or older at time of initial occupancy. For avoidance of doubt, all residents of the Building must be age 62 or older at time of initial occupancy in accordance with 42 U.S.C. Section 3607(b)(2)(B).
(k) "Environmental Laws" shall mean the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq., as amended; the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq., as amended; the Clean Air Act, 42 U.S.C. 7401 et seq., as amended; the Clean Water Act, 33 U.S.C. 1251 et seq., as amended; the Occupational Safety and Health Act, 29 U.S.C. 655 et seq. and any other federal, state, local or municipal laws, statutes, regulations, rules or ordinances imposing liability or establishing standards of conduct for protection of the environment.
(I) "Event of Default" shall have the meaning provided in Section 10.01.
(m) "Excluded Environmental Condition" shall mean: Hazardous Conditions for which Tenant shall not be liable, including (i) any known or unknown environmental conditions in any streets or rights of way in or adjacent to any portion of the Real Estate (except to the extent such environmental conditions in such streets or rights of way are caused or exacerbated by the actions or conduct of Tenant and/or its agents, contractors, subcontractors, employees, tenants or invitees, or any prior tenant ofany portion of the Real Estate that is an Affiliate of Tenant); (ii) any migration of Hazardous Materials (as defined in Section 20.01) to the Real Estate from another site or location not within the Real Estate after the Commencement Date of this Lease; and (iii) any environmental condition caused by the Landlord or its agents or contractors.
(n) "Expiration Date" shall have the meaning given in Article 1.
(o) "Final Completion" shall have the meaning provided in Section 5.01.
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(p) "Fifth Leasehold Mortgage" shall mean the leasehold mortgage of the Fifth Leasehold Mortgagee granting the First Leasehold Mortgagee a fifth priority mortgage lien on the Tenant Property. •
(q) "Fifth Leasehold Mortgagee" shall mean the Leasehold Mortgagee granting the Fifth Leasehold Mortgagee a fifth priority mortgage lien on the Tenant Property.
(r) "First Leasehold Mortgage" shall mean the leasehold mortgage of the First Leasehold Mortgagee granting the First Leasehold Mortgagee a first priority mortgage lien on the Tenant Property.
(s) "First Leasehold Mortgagee" shall mean the Leasehold Mortgagee whose Leasehold Mortgage is most senior in priority of lien, as identified on Exhibit D attached hereto.
(t) "Fourth Leasehold Mortgage" shall mean the leasehold mortgage of the Fourth Leasehold Mortgagee granting the Fourth Leasehold Mortgagee a fourth priority mortgage lien on the Tenant Property.
(u) "Fourth Leasehold Mortgagee" shall mean the Leasehold Mortgagee whose Leasehold Mortgage is fourth most senior in priority of lien, as identified on Exhibit D attached hereto.
(v) "Full Insurable Value" shall mean the replacement cost (excluding, as to the insurance required pursuant to Section 7.01, foundation and excavation costs) of the Improvements, as determined, at the request of Landlord (not more frequently than at three-year intervals), at Tenant's expense, by an architect, engineer, contractor, appraiser, appraisal company, or insurance company, selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld.
(w) "Full Restoration" shall have the meaning given in Section 8.01.
(x) "General Partner" shall mean NPVA GP LLC, an Illinois limited liability company, the general partner of the Partnership, and any permitted successor.
(y) "Governmental Authority" or "Governmental Authorities" shall mean any one or more of the federal, state and local governmental or quasi-governmental body or bodies having jurisdiction at any time or from time to time during the Term over the Property, or any part thereof, or the construction, repair, maintenance, operation or use thereof.
(z) "Hazardous Condition" shall mean a failure of the Property to comply with Environmental Laws.
(aa) "HUD" shall mean the United States Department of Housing and Urban Development or any successor thereto.
(bb) "Impositions" shall mean all taxes, assessments, special assessments, use and occupancy taxes, water and sewer charges, rates and rents, charges for public utilities, excises, levies, license and permit fees and other charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind or nature whatsoever, which shall or may during the Term be assessed, levied, charged, confirmed or imposed upon or become payable out of or become a lien on the Property or Tenant Property, or any part thereof, or any
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appurtenances thereto; provided, however, that if at any time during the Term the present method of taxation or assessment shall be so changed that there shall be substituted in whole or in part for the types of taxes, assessments, levies, assessed or imposed on real estate and the improvements thereon a capital levy or other tax levied, assessed or imposed on the rents received by Landlord from said real estate or the rents reserved herein or any part thereof, then any such capital levy or other tax shall, to the extent that it is so substituted, be deemed to be included within the term "Impositions." Impositions affecting the Property, or the Tenant Property shall be those attributable to the Improvements, Tenant Improvements, the Leasehold Estate, and/or the fee simple ownership of the Real Estate.
(cc) "Improvements" shall mean any and all Tenant Utilities, structures and other improvements, including equipment, fixtures, furnishings and appurtenances that exist on the Commencement Date and are located on the Real Estate excluding the Buildings.
(dd) "Landlord" shall have the meaning given in the introductory clause.
(ee) "Lease Interest Rate" shall mean a floating interest rate equal to (i) 3% plus the rate announced from time to time by JPMorgan Chase Bank, N.A. (or any successor thereto), as its "corporate base rate," "prime rate," "reference rate" or other similar rate and in effect on the date interest first begins to accrue with respect to any sum that becomes payable pursuant to any provision or provisions of this Lease, or (ii) in the event such bank has ceased announcing any such rate, then such rate as may be announced by the Chicago branch of such other national bank as Landlord shall reasonably designate as its "prime rate" "reference rate" or other similar rate, plus 3%, provided, however that if the Lease Interest Rate as so determined shall exceed the maximum rate allowed by law, then the "Lease Interest Rate" shall mean the maximum contract rate permitted by law at such time. The Lease Interest Rate shall change concurrently with each announced change in such "corporate base rate," "prime rate," "reference rate" or other similar rate, or Treasury Bill rate.
(ff) "Lease Year" shall mean a calendar year. The first full Lease Year during the Term shall commence on the Commencement Date, or if the Commencement Date is not the first day of a calendar year, on the first day of the calendar year next following the Commencement Date. Each succeeding Lease Year shall commence on the January 1 immediately following the December 31 of the preceding Lease Year. If the Commencement Date is not January 1, that portion of the Term that is prior to beginning of the first full Lease Year shall be a partial Lease Year. If the Expiration Date is not December 31, that portion of the Term that is after the end of the last full Lease Year shall be a partial Lease Year.
(gg) "Leasehold Estate" shall mean the leasehold estate of Tenant in the Property created by this Lease.
(hh) "Leasehold Mortgage" shall mean any or all of the First Leasehold Mortgage, Second Leasehold Mortgage, Third Leasehold Mortgage, Fourth Leasehold Mortgage or Fifth Leasehold Mortgage, as the context may require, together with any replacement leasehold mortgage granted in connection with a Permitted Refinancing.
(ii) "Leasehold Mortgagee" shall mean any or all of the First Leasehold Mortgagee, Second Leasehold Mortgagee, Third Leasehold Mortgagee, Fourth Leasehold Mortgagee or Fifth Leasehold Mortgagee, as the context may require, together with each such leasehold mortgagee's successors and assigns, as permitted under this Lease.
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(jj) "Lender" shall mean (i) the Leasehold Mortgagees, (ii) any commercial real estate lender, state or national bank, commercial or savings bank, pension fund, real estate investment trust, or governmental agency or instrumentality, (iii) any HUD-approved mortgagee, or (iv) any Affiliate of the foregoing that is authorized to make loans secured by real property located in the State of Illinois.
(kk) "Net Insurance Proceeds" shall have the meaning given in Section 8.02.
(II) "Other Land" shall have the meaning given in Section 4.06.
(mm) "Partial Restoration" shall mean all work in connection with a Restoration that is less than a Full Restoration (see Article 8). A Partial Restoration may be applicable when the sum of the Net Insurance Proceeds plus Deductible plus all other monies provided by any Person for such Restoration is insufficient to accomplish a Full Restoration.
(nn) "Partnership" means EHDOC North Park Village Limited Partnership, an Illinois limited partnership.
(oo) "Permitted Assignment" shall mean the assignment of the Leasehold Estate by the Tenant to the Partnership occurring subsequent to the full execution and delivery of this Lease by Landlord and Tenant.
(pp) "Permitted Exceptions" shall have the meaning given in Article 1. "Permitted Exceptions" shall also include the easements and licenses, if any, hereafter granted or consented to by Landlord in accordance with Sections 5.06 and 9.01(d).
(qq) "Permitted Refinancing" shall mean (a) with respect to any loan secured by a Leasehold Mortgage, any refinancing of such loan consented to in writing by Landlord, which consent may be withheld, granted or granted with such conditions as Landlord may require, in Landlord's sole and absolute discretion; and (b) any additional loan secured by a Leasehold Mortgage that is either expressly permitted under the terms of this Lease or consented to in writing by Landlord, which consent may be withheld, granted or granted with such conditions as Landlord may require, in Landlord's sole and absolute discretion.
(rr) "Permitted Transfer" shall mean: (a) the Permitted Assignment; (b) a sale or transfer of the Tenant Property or any portion thereof to a person reasonably acceptable to Landlord; and (c) the transfer of the Tenant Property, or any portion thereof or any interest in Tenant, to a Leasehold Mortgagee (or any nominee of such Leasehold Mortgagee) by foreclosure or deed in lieu of foreclosure or to a third party purchaser at a foreclosure sale in accordance with Section 9.03(a).
(ss) "Person" shall mean any person, corporation, partnership, limited liability company or other legal entity.
(tt) "Plans and Specifications" shall mean the plans and specifications for the reconstruction/rehabilitation of the Development (copies of the cover page to the plans and table of contents for the specifications are attached hereto as Exhibit E), prepared by Onyx Architectural Services, Inc., an Illinois corporation, which plans and specifications have been approved by
Landlord on 20 , and the Leasehold Mortgagees, as such plans and
specifications are amended from time to time with the written consent of such mortgagees, if and as required by such mortgagees' loan and security documents.
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(uu) "Proceeds" shall mean, in the case of damage to or destruction of the Improvements, the sum of the Net Insurance Proceeds plus the Deductible, and, in the case of a condemnation or other taking (or conveyance in lieu thereof), the awards (or compensation paid) therefor.
(vv) "Property" shall mean the Real Estate and the Improvements.
(ww) "Protected Persons" shall mean Landlord or Tenant, as the context so requires, and such party's respective members, managers, partners, officers, directors, agents, employees, advisors, attorneys, consultants and Affiliates, and, in the case of Landlord, shall include its officials, officers, employees, advisors, attorneys, consultants and members of its boards and commissions.
(xx) "Real Estate" shall have the meaning given in Recital A.
(yy) "Remediation" shall mean the cleanup activity or other remedial action required by any Environmental Law or any applicable Governmental Authorities under any Environmental Law.
(zz) "Rent" shall have the meaning given in Section 3.01.
(aaa) "Requirements" shall mean any and all present and future laws, statutes, ordinances, codes, rules, regulations, orders or other requirements of any Governmental Authority and of any applicable fire rating bureau or other body exercising similar functions, applicable to or affecting the Real Estate or the Property, or any part thereof, including without limiting the generality of the foregoing, Environmental Laws and the Municipal Code of the City, and if applicable, any federal, state and/or local requirements relating to the Property's landmark status.
(bbb) "Restoration" shall have the meaning given in Section 8.01.
(ccc) "Second Leasehold Mortgage" shall mean the leasehold mortgage of the Second Leasehold Mortgagee granting the Second Leasehold Mortgagee a second priority mortgage lien on the Tenant Property.
(ddd) "Second Leasehold Mortgagee" shall mean the Leasehold Mortgagee whose Leasehold Mortgage is the second most senior in priority of lien, as identified on Exhibit D attached hereto.
(eee) "Tenant" shall mean the party named as Tenant herein; provided, however, that whenever this Lease and the Leasehold Estate shall be assigned or transferred in the manner specifically permitted herein, including through the Permitted Assignment, then from and after such assignment or transfer and until the next such assignment or transfer, the term "Tenant" shall mean the permitted assignee or transferee named therein, as if such transferee or assignee had been named herein as Tenant.
(fff) "Tenant Improvements" shall mean the Buildings and any Tenant Utilities constructed or renovated after the Commencement Date and, subject to Landlord's approval, any other buildings, structures and improvements, including equipment, fixtures, furnishings and appurtenances, at any time erected or located on the Real Estate after the Commencement Date.
(ggg) "Tenant Property" shall mean the Leasehold Estate and Tenant Improvements.
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(hhh) "Tenant Utilities" means the water, sewer, natural gas, electric, cable, telephone, and all other utilities and equipment now existing or hereafter constructed on the Real Estate for the benefit of the Buildings and any future Buildings or Improvements; provided, however, Tenant Utilities do not include (i) the point of connection between the utility service and the Buildings, and any pipes, conduit, fiber networks or other equipment within a Building owned by a utility provider and used by the utility provider to deliver the particular utility service to the user, or (ii) any pipes, conduit, fiber networks or other equipment owned by any private or public utility provider to deliver utility services (including the Sewer Mains and Water Mains as defined in Section 6.02) under, on, across or over the Real Estate or Leasehold Estate to the point of connection between the ¦utility main (manhole or transformer, as applicable) and the service line connecting the utility main (manhole or transformer, as applicable) to any Building, except as otherwise described in Section 6.02 with respect to certain water service lines and certain storm sewer and sanitary sewer lines and (iii) any pipes, conduit, fiber networks or other equipment owned by any private or public utility providers that are located under, on, across or over the Real Estate or Leasehold Estate that do not serve the Buildings.
(iii) "Term" shall mean the term of this Lease described in Article 1.
(jjj) "Third Leasehold Mortgage" shall mean the leasehold mortgage of the Third Leasehold Mortgagee granting the Third Leasehold Mortgagee a third priority mortgage lien on the Tenant Property. ,
(kkk) "Third Leasehold Mortgagee" shall mean the Leasehold Mortgagee whose Leasehold Mortgage is the third most senior in priority of lien, as identified on Exhibit D attached hereto.
(Ill) "Unavoidable Delay" shall mean a delay beyond the reasonable control of Tenant and without the fault or negligence of Tenant, including, but not limited to: an act of God; fire; flood; epidemic; quarantine restriction; civil disorder; enemy action; strike, lockout or other labor dispute; unavailability of labor or materials; freight embargo; war; terrorism; unforeseen soil conditions, such as underground storage tanks and building foundations; the failure of the City to construct or repair any public improvements necessary for the Property; action or inaction of Landlord or any Governmental Authority; and unusually severe weather.
2.02 "The words "herein," "hereof or "hereunder" and words of similar import refer to / provisions contained in this Lease as a whole and not to any particular section or subdivision thereof. All exhibits and any riders referred to in the text of this Lease and attached hereto are incorporated into this Lease. ,
ARTICLE 3
Rent
3.01 Rent. From and after the Commencement Date through the Term, Tenant shall pay to Landlord at the place for which notices to Landlord are to be sent in accordance with Article 16, or to such other Person and/or at such other place as shall be designated from time to time by written notice from Landlord to Tenant, fixed rent at the rate of One Dollar ($1.00) for each Lease Year ("Rent"). Tenant shall pay such Rent in full, in the amount of $99.00, concurrently with the execution of this Lease.
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No Partnership. Landlord and Tenant agree that they are not partners or joint venturers and that, except in respect to the proceeds of insurance and condemnation awards under the provisions of Articles 8 and 12, they do not stand in any fiduciary relationship to each other.
Payment of Rent. All payments of Rent made to Landlord hereunder shall be made in lawful money of the United States of America.
Net Lease. Tenant shall pay to Landlord throughout the Term all Rent, free of any charges, assessments, Impositions or deductions of any kind and without abatement, deduction or set-off. Under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind whatsoever hereunder or be under any other obligation or liability hereunder except as otherwise expressly set forth herein.
No Abandonment. Except to the extent provided in Section 8.01, no event or situation during the Term, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant from its liability to pay the full Rent, or relieve Tenant from any of its other obligations under this Lease. Tenant waives any rights now or hereafter conferred upon it by statute, proclamation, decree, or otherwise, or to claim any abatement, diminution, reduction or suspension of the Rent or such obligations on account of any such event or situation.
Reimbursements to Landlord; Arrearages. Tenant shall reimburse Landlord for all reasonable expenditures, costs, expenses and fees, including reasonable attorneys' fees, made or incurred by Landlord in curing any Event of Default of Tenant. Such amounts shall become due upon delivery by Landlord of written notice stating the amount of such expenditures, costs, expenses and fees by Landlord. Tenant shall also pay to Landlord upon delivery of notice by Landlord, all amounts payable to Landlord as reimbursements or indemnities pursuant to Article 6.
Interest on Overdue Amounts. All Rent and other amounts due to Landlord hereunder that are not paid when due, shall bear interest at the Lease Interest Rate from the due date to the date received by Landlord. Such interest shall be payable by Tenant to Landlord upon demand. The collection of such interest by Landlord shall not limit or modify any other right or remedy of Landlord under this Lease or otherwise available to Landlord by reason of Tenant's failure to pay such amount when due or by reason of any other Event of Default.
ARTICLE 4
Impositions
4.01 Payment. Throughout the Term, subject to the provisions of Section 4.04, Tenant shall pay or cause to be paid, as and when the same become due, all Impositions, except that:
(a) All Impositions attributable on the accrual basis to a calendar year or other period for which this Lease is in effect for less than the entire calendar year or other period shall be equitably apportioned (taking into account that Landlord may be entitled to exemptions or abatements) consistent with the time a party hereto held its respective interests in the Real Estate and Improvements;
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Where any Imposition is permitted by law to be paid in installments, Tenant may pay such Imposition in installments, as and when each such installment becomes due (Tenant acknowledges and agrees that Tenant is obligated to pay all such installments of any Imposition from which Landlord is or would be exempt, whether such installment is due prior to or after the Expiration Date or the date of any earlier termination of this Lease); and
Where any Imposition is entitled to abatement, refund, exemption or other diminution or reduction under law, whether available to Landlord or Tenant, the parties shall use their best efforts, at Tenant's sole expense, to cause such benefits to be afforded to Tenant under this Lease.
4.02 Deposit of Impositions.
Tenant shall timely pay, as additional rent, all Impositions, and all premiums on insurance required to be carried under Article 7, as and when the same are ascertainable, billed, and due and payable without interest, penalty or fine. Within thirty (30) days after Landlord's written request, Tenant shall deliver reasonable proof of such payment to Landlord.
To the extent required by applicable law, during the continuance of any Event of Default, Tenant agrees to deposit with Landlord on the first day of each and every month thereafter during the Term one-twelfth (1/12) of (a) all Impositions due and payable from Tenant during the next succeeding 12-month period, based on the most recent ascertainable Impositions, plus (b) annual premiums on insurance policies required to be carried by Tenant under Article 7. Further, upon the occurrence of any Event of Default, Tenant shall deposit, at least thirty (30) days prior to the due date of any Imposition, such additional amount as may be necessary to provide Landlord with sufficient funds in such deposit account to pay each such Imposition and annual insurance premium at least thirty (30) days in advance of the due date thereof. The rights granted hereunder to Landlord shall not be exclusive to Landlord's rights and remedies following an Event of Default by Tenant. Landlord shall have no obligation to pay interest to Tenant on any amounts deposited by Tenant. Landlord shall apply any such deposits for the purpose held not later than the last day on which any such charges may be paid without interest or penalty. If, at any time, the amount of any Imposition or insurance premium is increased or Landlord receives reliable information from a Governmental Authority or insurer, as applicable, that an Imposition or insurance premium will be increased, and if the monthly deposits then being made by Tenant for such item (if continued) would not produce a fund sufficient to pay such item thirty (30) days prior to its due date, such monthly deposits shall thereupon be increased and Tenant shall deposit with Landlord, on demand by Landlord, additional sums in an amount which, when added to the monies then on hand for the payment of said item plus the increased one-twelfth (1/12) payments, shall be sufficient to pay such item at least thirty (30) days before the same becomes due and payable. Tenant shall not be required to make any specific deposit required under this Section if a deposit for the same purpose is made by Tenant to an escrow or otherwise to persons pursuant to a requirement by any Leasehold Mortgagee. This Section 4.02(b) shall not apply to any Leasehold Mortgagee (or any nominee of a Leasehold Mortgagee) that becomes Tenant hereunder through foreclosure or transfer by deed in lieu of foreclosure unless: (i) the Event of Default arises after such Leasehold Mortgagee becomes Tenant hereunder; or (ii) the Event of Default arises prior to such Leasehold Mortgagee becoming Tenant hereunder and such Event of Default is not an Incurable Default and is an Event of Default that such Leasehold Mortgagee is obligated to cure under the provisions of this Lease, and such Leasehold Mortgagee fails to commence or cure such Event of Default within the time and in the manner required by this Lease.
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Contest of Impositions. Tenant may, if it desires, contest the validity or amount of any Imposition, in whole or in part, by an appropriate proceeding diligently conducted in good faith. Tenant may conduct such a contest only after payment of the challenged Imposition or Tenant shall, at least fifteen (15) days prior to the date such Imposition is due: (i) have deposited with the First Leasehold Mortgagee or an escrow agent acceptable to Landlord an amount sufficient to pay such contested Imposition, together with interest and penalties thereon, which amount shall be applied to the payment of such Imposition, interest and penalties when the amount thereof shall be finally fixed and determined; or (ii) have provided to the First Leasehold Mortgagee or to Landlord a bond, letter of credit or other security reasonably acceptable to Landlord. Nothing herein contained, however, shall be construed as to allow such Imposition to remain unpaid for such length of time as shall permit the Property, or any part thereof, or the lien thereon created by such Imposition, to be sold or forfeited for the nonpayment of the same. If the amount so deposited as aforesaid shall exceed the amount of such Imposition, interest and penalties when finally fixed and determined, the excess (or the entire amount if no such payment is required) shall be released from the escrow to Tenant, or in case there shall be a deficiency, the amount of such deficiency shall be forthwith paid by Tenant.
Reduction of Impositions. Tenant, at its expense, may, if it shall so desire, endeavor at any time or times, upon prior written notice to Landlord, to obtain a lowering of the assessed valuation upon the Real Estate or the Property for the purpose of reducing taxes thereon and, in such event, Landlord will offer no objection and, at the request of Tenant, will cooperate with Tenant, but without expense to Landlord, in effecting such a reduction. Tenant shall be authorized to collect any tax refund payable as a result of any proceeding Tenant may institute for that purpose and any such tax refund shall be the property of Tenant to the extent to which it may be based on a payment made by Tenant, subject, however, to the apportionment provisions contained in Section 4.01, after deducting from such refund the costs and expenses, including legal fees, incurred in connection with obtaining such refund.
Joinder of Landlord. Landlord shall not be required to join in any action or proceeding referred to in Sections 4.03 or 4.04 unless required by law or any rule or regulation in order to make such action or proceeding effective, in which event, any such action or proceeding may be taken by Tenant in the name of, but without expense to, Landlord. Notwithstanding the foregoing, Landlord shall execute within a reasonable period of time, when and as required and as requested to do so by Tenant in writing, all applications, affidavits and other documents required to obtain or maintain any tax abatement or exemption or other reduction in any Imposition which may be available. Landlord acknowledges that Tenant intends to pursue a charitable property tax exemption ("Charitable Tax Exemption") in accordance with 35 ILCS 200/15-65 and 86 III. Admin. Code Part 110.116. Notwithstanding the foregoing, the Tenant shall be liable to pay all Impositions not abated or exempted through any Governmental Authority processes. Tenant hereby agrees to indemnify, defend and hold Landlord's Protected Persons harmless from and against all costs, expenses, claims, loss or damage, including reasonable attorney's fees, by reason of, in connection with, on account of, growing out of, or resulting from, any such action or proceeding.
Tax Divisions. Within thirty (30) days following the execution and delivery of this Lease, Tenant shall send notification to the Cook County Assessor's Office, Exemption Department, via certified mail, return receipt requested (with a copy to the City, Department of Housing and Landlord) of the creation of the Leasehold Estate in accordance with 35 ILCS Sections 200/15-20, 200/9-185 and 200/9-265. Landlord shall also send notification to the Cook County Assessor's Office, Exemption Department, via certified mail, return receipt requested (with a copy to the Tenant) of the creation of the Leasehold Estate. Upon receipt of such notices, the
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Cook County Assessor's Office may either (i) continue the existing PIN assigned to the Leasehold Estate and certain other leased property, or (ii) create a new PIN for the Leasehold Estate in accordance with 35 ILCS 200/9-195. Should the Cook County Assessor's Office not create a new PIN for the Leasehold Estate or if the PIN for the Leasehold Estate continues to apply to other leased property, then to the extent required by applicable law, Tenant shall, with the cooperation of Landlord and within one hundred eighty (180) days of the Commencement Date, file or cause to be filed a petition for a real estate tax division segregating (a) the Landlord's fee interest in the Real Estate from Tenant's Leasehold Estate and Tenant's interest in the Tenant Improvements,
the Real Estate from land owned by Landlord other than the Real Estate ("Other Land"), and
the Tenant's Leasehold Estate from other leasehold estates created on Other Land within the Campus, such that new, separate tax parcel designations are assigned to the Real Estate and the Tenant Property (and excluding the Other Land and any other leasehold estates created on the Other Land). Until such tax parcel redesignation occurs, Tenant agrees to pay or cause to be paid, when due (or, if paid by Landlord, to reimburse Landlord upon demand for) any property taxes attributable to the Real Estate, or any portion thereof, and any Improvements thereon that are taxed as part of a shared tax parcel. Landlord or Tenant may, if either shall so desire, contest the validity or amount of any such taxes, in whole or in part, by an appropriate proceeding diligently conducted in good faith. Any such contest by Tenant shall be in accordance with Section 4.01. Tenant will promptly forward on to Landlord copies of any property tax bills it receives covering the Other Land, which shall be the Landlord's responsibility to resolve.
ARTICLE 5
Improvements
Required Improvements. Tenant hereby covenants and agrees to commence and diligently pursue the reconstruction/rehabilitation of the Tenant Improvements on the Leasehold Estate in accordance with the Plans and Specifications and obtain the applicable certificates of occupancy or evidence of passed final inspections, as the case may be, for all Tenant Improvements from the City. Landlord agrees that, upon receipt of written request from Tenant or a Leasehold Mortgagee, Landlord will cooperate with Tenant in applications for permits, licenses or other authorizations required for such Tenant Improvements; provided, however, that all expenses in connection therewith shall be borne by the Tenant. Landlord agrees that within a reasonable period of time after receipt of a written request from Tenant, Landlord will, if required, join in any and all applications for permits, licenses or other authorizations required by any governmental or other body claiming jurisdiction in connection with any work which the Tenant may do hereunder. All grants for easements for electric, telephone, gas, water, sewer and such other public utilities and facilities as may be reasonably necessary in the operation of the demised premises or of any Improvements that may be erected thereon shall be subject to Landlord's review and approval in accordance with Section 9.01(d). Notwithstanding the foregoing, nothing herein shall relieve the Tenant from the responsibility of achieving Final Completion. "Final Completion" shall mean (1) delivery by Tenant to Landlord of an applicable final unconditional certificate of occupancy or evidence of passed final inspection, as the case may be, from the City, with respect to the work performed at the Development and (2) delivery by Tenant to Landlord of a certificate of final or evidence of passed final inspection completion from the Tenant's architect with respect to the work performed at Development.
Other Capital Improvements. With respect to any Major Capital Improvement other than the Tenant Improvements that Tenant desires to undertake with respect to the Property, Tenant shall not commence construction unless Landlord shall have specifically approved such Major Capital Improvement and Tenant has complied with Section 5.03, provided
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that Landlord's approval shall not be unreasonably withheld or delayed. A "Major Capital Improvement" is a capital improvement involving an estimated cost of more than $100,000.00, and shall include building additions, alterations, renovations, restorations or replacements, whether or not required to be made in compliance with Tenant's obligations under this Article, or in connection with a Restoration made under Article 8 as a result of damage or destruction, or under Article 12 as a result of any taking pursuant to eminent domain. Notwithstanding the foregoing, Landlord's consent under this Article 5 shall not be required in connection with: (i) a Restoration of the Improvements under Article 8 or Article 12 to the condition that existed immediately prior to the casualty or condemnation; or (ii) a capital improvement that is required pursuant to Requirements; or (iii) any capital improvements necessary to address an immediate life-safety issue (provided that Tenant shall promptly provide notice of such capital improvements to Landlord once the repairs have been completed and the life-safety issue resolved).
Major Capital Improvements Requirements. Prior to the commencement of any Major Capital Improvement, the following shall be submitted to Landlord:
complete plans and specifications for the Major Capital Improvement prepared by a licensed architect, which plans shall also include landscaping plans and specifications;
copies of all permits and licenses, if any, for the construction of the Major Capital Improvement issued by the appropriate Governmental Authority;
a signed construction contract and other contracts for all of the work, material and equipment comprising the Major Capital Improvement in accordance with the plans and specifications delivered pursuant to Section 5.03(a), together with appropriate property and liability insurance policies; and
a copy of one or more commitments from a Lender or Lenders for loans to be made available to Tenant, on both a construction loan and long-term take-out loan basis, in an amount that, together with equity that is available and specifically allocated thereto, is sufficient to pay the budgeted costs of construction of the Major Capital Improvement.
Demolition. Except in connection with (i) any demolition shown in the Plans and Specifications, and (ii) a Restoration under Articles 8 or 12, Tenant shall not demolish the Improvements or Tenant Improvements, including any improvements to such Improvements or Tenant Improvements required under Section 5.01 or any Major Capital Improvements permitted under Section 5.02, without the prior written consent of Landlord.
Accessibility and Visitability Requirements. All units in the Development that are subject to the accessibility requirements of the Fair Housing Act and the Illinois Environmental Barriers Act, 410 ILCS 25/1 et seq., shall be designed and constructed in accordance with such requirements. To the greatest extent feasible, all other units in the Development shall be built in accordance with the concept of Visitability, which recognizes that persons with disabilities should be able to enjoy the same privileges of accessibility to other living quarters outside their residence. "Visitability" means that: (a) at least one entrance is at grade (i.e. no steps) approached by an accessible route; and (b) the entrance door and all interior doors on the first floor are at least 34 inches wide, offering 32 inches of clear passage space.
Easement Grant by Landlord; Emergency Access Easement; Sewer Easement.
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(a) City Easements Created and Conferred. Upon execution of this Lease and pursuant to this Section 5.06, the Landlord does hereby subject the Property and the applicable portion of the Campus to the easements set forth in the next two subparagraphs of this Section 5.06(a), which shall be deemed to be covenants appurtenant, running with the land, and shall at all times inure to the benefit of and be binding on any person or entity having at any time any interest or estate in any part of the Property or applicable portion of the Campus during the Term of the Lease.
Landlord hereby grants Tenant, during the Term, a non-exclusive permanent easement for a right of access from the 5801 N. Pulaski Road entrance to the Campus to the Development over those sidewalks, paved roadways, parking areas and streets depicted in Exhibit F, whether now existing (or, to the extent consented to by Landlord at a future date, hereafter existing), for ingress and egress, by vehicle and by foot, to and from the Real Estate. Except for the portion of the paved roadways labeled in Exhibit F as the "Shared Campus Roadways", the maintenance of which is addressed in Section 6.01, the Tenant shall be responsible for maintaining, at Tenant's cost, any sidewalks, paved roadways, parking areas, including but not limited to, the 19 standard-size parking stalls described in Section 5.07 below, and streets inside of the Real Estate. Tenant hereby acknowledges that the semi-circular paved roadway and parking area, which is legally
described as parcel in Exhibit A and is depicted in Exhibit F (the "Semi-Circle Parking Area"),
is located in "Zone 6" as such term is designated and depicted in the Conservation Easement and this Lease with respect to such roadway and parking area is subject to the terms and provisions of the Conservation Easement. Tenant hereby covenants to comply with the terms and provisions of the Conservation Easement applicable to the Semi-Circle Parking Area only. Tenant further covenants to not act or fail to act in such a way as to cause Landlord to violate the Conservation Easement.
Subject to Landlord's review and approval, Landlord will grant necessary non-exclusive utility easement(s) that may be required by a public or private utility to provide utility service to the Property across, under or through Other Land in accordance with the requirements of Section 9.01(d) of this Lease. In connection therewith, Landlord hereby grants an easement for the water service line that connects the 12" water main located to the north of the Leasehold Estate and the
Building labeled Building 2000 on Exhibit attached hereto (the "Water Line Easement"). The
Water Line Easement area is also marked on Exhibit . The Water Line Easement includes the
Tenant's right to access, maintain and repair the water service line, subject to Tenant obligation to restore the City's property at its sole cost and expense to approximately the same condition as existed immediately prior to any such access and repair.
(b) Emergency Access Easement. Landlord has previously entered into a certain Lease dated February 1, 2011 between the Landlord and Edward M. Marx Apartments, Inc. ("EMM") recorded on February 8, 2011 as document no. 1103918057 for certain property adjoining the Real Estate (the "EMM Lease"). In Section 5.06 of the EMM Lease, the Landlord granted a permanent non-exclusive easement in favor of EMM to provide emergency ingress and egress for EMM and its officers, directors, agents, employees, representatives, tenant residents and invitees through a portion of the basement and first floor of the NPV Community Room Building as labeled and shown as the "Common Areas" on Exhibit I attached hereto and incorporated herein by reference. Tenant acknowledges this permanent non-exclusive easement and accepts the Leasehold Estate subject to this easement.
(c) Sewer Easement. Tenant and Landlord acknowledge that certain sewer lines on the Property interconnect with sewer lines on the property that is subject to the
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EMM Lease. The parties acknowledge that it may become necessary to enter into an easement between and among EMM, Landlord and Tenant related to such sewer lines as provided in Section 9.01(d) herein and in accordance with any easement requirements of the United States Department of Housing and Urban Development in connection with its Section 202 Supportive Housing for the Elderly program financing used by EMM to develop, operate and maintain affordable housing on the adjacent property.
Easement Grant by Tenant. Upon execution of this Lease and pursuant to this Section 5.07, the Tenant, to the extent of its Leasehold Estate, does hereby subject the Tenant Property to the easements set forth in the next paragraph of this Section 5.07, which shall be deemed to be covenants appurtenant, running with the land, and shall at all times inure to the benefit of and be binding on any person or entity having at any time any interest or estate in any part of the Tenant Property or the applicable portion of the Campus during the Term of the Lease.
Tenant hereby grants Landlord during the Term, (a) a non-exclusive, permanent, blanket access easement over the Property, Development and Tenant Improvements (i) for Landlord to perform any obligations related to the Excluded Environmental Conditions and Landlord utilities in accordance with Section 6.02 herein, and (ii) on any emergency basis, as determined by Landlord, to access any space in any of the Buildings, including but not limited to, the utilities, the underground tunnel, and any first-floor offices/services space and (b) an exclusive, permanent parking and access easement over the 19 parking stalls depicted and labeled on Exhibit F as "City Parking". Landlord may reconfigure the size and markings of the 19 parking stalls at its discretion but shall not be entitled to more than the 19 parking stalls that constitute the City Parking. The use by Landlord and tenants of the Edward M. Marx Apartments of the easements granted by Tenant hereby shall be subject to the rights of Tenant's subtenants and Landlord shall use best efforts to not disturb the use and occupancy of Tenant's subtenants in the use of the easements granted hereby.
Party Wall Agreement. Following the recording of this Lease, the tenant under the EMM Lease, Tenant and Landlord will enter into a Vertical Party Wall Agreement in the form attached hereto as Exhibit J. Pursuant to the Permitted Assignment, the Partnership will assume the Tenant's rights, title, and interest in and duties and obligations arising under the Party-Wall Agreement.
ARTICLE 6
Use, Maintenance, Alterations, Repairs, Etc.
6.01 Condition of Real Estate and Property. Tenant has leased the Real Estate and acquired the Improvements after a full and complete examination thereof (including, without limitation, an examination of any asbestos and remediation work done by Landlord at the Property prior to the date hereof), the Landlord's title thereto and its present uses and restrictions, and, except for Excluded Environmental Conditions, Tenant accepts the same without any representation or warranty, express or implied, in fact or by law, by Landlord and without recourse to Landlord as to the title thereto, the nature, condition or usability thereof or the use or uses to which the Property or any part thereof may be put; provided, however, that upon the commencement of this Lease, title to the Real Estate shall be vested in the City and subject only to the Permitted Exceptions. Except for (i) Excluded Environmental Conditions, (ii) maintaining Landlord utilities (not Tenant Utilities) located or to be located on or under the Real Estate in accordance with Section 6.02 and (iii) as otherwise described in this Section 6.01, Landlord shall
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not be required to furnish any services or facilities or to make any repairs or alterations in or to the Property, throughout the Term. Other than the obligations of Landlord under this Section 6.01, Tenant hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the Real Estate and Improvements. Notwithstanding any provision in this Lease to the contrary, the Landlord shall be responsible for maintaining the Shared Campus Roadways (as defined in Section 5.06 and as specifically identified on Exhibit F) throughout the Term. The Tenant shall contribute $30,000 annually, subject to a 3% annual escalation rate, for its share of the total maintenance cost of the Shared Campus Roadways for the period beginning on the Commencement Date and ending on the 15th anniversary of the Commencement. This estimated maintenance cost is based on the actual maintenance cost of the Shared Campus Roadways over the 15-year period immediately prior to and ending on the Commencement Date. Landlord agrees to provide Tenant with an annual maintenance cost of the Shared Campus Roadways at the end of each successive 15-year period thereafter through the end of the Term. Landlord will use reasonable efforts to estimate the annual maintenance cost on a capital needs assessment report or on actual costs of the immediately prior 15-year period.
6.02 Utilities, (a) Installation. The Tenant, at the Tenant's sole cost and expense, shall, subject to the City's Department of Water Management's ("DWM") prior review and approval, be entitled to install and connect the Tenant Utilities to the existing utilities. Any and all Tenant Utilities Plans and Specifications shall be subject to DWM prior review and approval, provided that DMW's review and approval of such Utilities Plans and Specifications conducted as part of the City's Office of Underground Existing Facility Protection review process shall be deemed to satisfy DWM's review and approval rights set forth in this Section 6.02. The Tenant Utilities shall be for the exclusive use of Tenant.
(b) Maintenance. Except as provided in Section 6.02(c) below, Tenant shall maintain and repair the Tenant Utilities at its sole cost and expense.
With respect to the water service lines that connect the Buildings to the DWM's water mains as now existing or hereafter constructed (the "Water Mains"), Tenant shall maintain and repair the water service lines from the location of the water control valve on such line to the point of connection for the water service line to the respective Building (the "Tenant Water Lines"). The DWM, at its sole cost and expense, shall maintain and repair the Water Mains and the portion of the water service lines from the point of connection of such lines at the Water Mains to the water control valve on such water service lines.
With respect to the storm sewer lines and sanitary sewer lines that connect the Buildings
to the DWM's sewer mains as now existing or hereafter constructed (the "Sewer Mains"), Tenant
shall maintain and repair the storm sewer and sanitary sewer lines from the point of connection
for such sewers at the Sewer Mains to the point of connection of such sewer lines to the respective
Buildings (the "Tenant Sewer Lines"). The Sewer Mains that the DWM is responsible for
maintaining and repairing at its sole cost and expense are marked in [green] and labeled as Sewer
Mains on the attached Exhibit .
In connection with the Tenant Water Lines and Tenant Sewer Lines, the expectation of Landlord and Tenant is that the existing water and sewer facilities comply with all applicable federal, state, county and municipal statues, laws, ordinances, codes, regulations and rules governing same as of the Commencement Date (collectively, the "W/S Requirements"). If Tenant should learn or discover that some portion of or all of the Tenant Water Lines or Tenant Sewer Lines do not comply with the foregoing W/S Requirements (through no fault of Tenant) and Tenant
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must install a new segment or new Tenant Water Lines or Tenant Sewer Lines in order to comply with the W/S Requirements, such installation work and other necessary modifications to the Tenant Water Lines and Tenant Sewer Lines shall be governed by this Section 6.02(b) and not Section 6.02(a) for purposes of Section 6.03(c).
(c) Reimbursement for Tenant Water Lines and Tenant Sewer Lines Work. AIS will request
an appropriation of funds to reimburse Tenant for the costs of maintenance and/or repairs
(including new installations as described in Section 6.02(b) above) to the Tenant Water Lines
and/or the Tenant Sewer Lines necessitated by (i) a failure due to the deterioration of or a fault in
the infrastructure of such Tenant Water Lines and/or the Tenant Sewer Lines, or (ii) any existing
non-compliance with the W/S Requirements on or continuing after the Commencement Date (the
"AIS Reimbursement"). The AIS Reimbursement will occur in the Landlord's fiscal year
immediately following the date on which such maintenance or repair was performed, subject to
appropriation and legislative approval. AIS shall have no responsibility, and will not seek approval
for reimbursement to Tenant, for maintenance or repairs necessitated by obstructions caused by
grease, towel paper, foreign debris that may enter the Tenant Sewer Lines, or other negligent
acts on the part of Tenant.
(d) Additional Requirements Relating to Water Mains and Sewer Mains. The following
provisions also apply to the Water Mains and Sewer Mains:
The DWM retains all rights within the Real Estate for the existing Water Mains and Sewer Mains located therein.
The DWM must have continuous 24-hour access to the area within 30-feet on both sides of the Water Mains and/or Sewer Mains, except where the existing Buildings
as shown on Exhibit are located within any portion of this 30-feet requirement. Areas
outside of an existing Building or any new or additional buildings or improvements that fall within this 30-feet requirement are subject to that 30-feet requirement. There shall be no new or additional buildings or improvements erected within 30 feet on either side of the Water Mains and/or Sewer Mains. Any new or additional buildings or improvements constructed on the Leasehold Estate after the Commencement Date must comply with this "30-feet on both sides" requirement for the Water Mains and Sewer Mains.
If work performed by or on behalf of the Tenant on the Property or Buildings causes (i) damage to the Water Mains and/or Sewer Mains, or (ii) DWM needs to make an adjustment to the Water Mains or Sewer Mains, then Tenant shall be solely responsible for payment of the costs and expenses incurred by DWM to repair or adjust the Water Mains or Sewer Mains. For purposes hereof, an adjustment to a Water Main or Sewer Main includes but is not limited to any alignment or re-alignment of such mains, any relocation or reconstruction of such mains and any change in the depth of such mains below ground.
All proposed plans for construction of new buildings or improvements or any alteration of the existing Buildings or Improvements or changes to the surface or subsurface of the Property must be submitted to and approved by DWM prior to construction.
Any adjustments to the DWM's facilities due to work within the Development shall be at the Tenant's sole cost and expense.
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(6) Tenant shall be solely responsible for the repair or replacement of any Buildings or Improvements in or under the Real Estate, which may be damaged in connection with the maintenance and repair or replacement of the Water Mains and Sewer Mains by DWM. The Tenant responsibility includes, but is not limited to, damages caused or exacerbated by the actions or conduct of Tenant and/or its agents, contractors, subcontractors, employees, tenants or invitees.
(e) Meters. At Tenant's sole cost, Tenant shall meter or cause to be metered the Tenant Utilities used in, or supplied to, the Buildings. Tenant shall pay when due all charges for water, sewer, gas, electricity, light, heat, and telephone or other communication service, and all other Utility services supplied to the Buildings and Property and used by Tenant and/or its agents, contractors, subcontractors, employees, tenants or invitees. Tenant, at its sole cost and in compliance with all Requirements, shall demolish any and all solar panels located on the Property on the Commencement Date.
Use of Tenant Property. The Tenant Property shall be used and occupied only for multi-family Elderly housing uses consistent with the Fair Housing Act, and for uses incidental thereto and for no other purpose, unless Landlord has consented in writing to such other use, which consent may be granted, withheld or granted with such conditions as Landlord may require, in Landlord's sole and absolute discretion. Notwithstanding anything to the contrary contained in this Lease, Landlord may not terminate this Lease by reason of an act or omission of an occupant of one of the affordable units in the Building, unless such act or omission results in a condition or circumstance that also constitutes an Event of Default under this Lease, and only after the expiration of any applicable cure period. Tenant shall promptly and diligently take all reasonable steps, in accordance with the provisions of such sub-tenant's lease and applicable Requirements, to evict a sub-tenant who materially violates any material provision of his or her lease.
Prohibited Use. Tenant shall not use or occupy the Property or permit the same to be used or occupied, in a manner that would (a) materially violate any construction permit or certificate of occupancy affecting the Property or any Requirement, (b) make void or voidable any insurance then in force, or make it impossible to obtain fire or other insurance required to be furnished by Tenant hereunder, (c) cause or be apt to cause structural injury to the Property, or any part thereof, or (d) materially violate any material provision of this Lease.
Maintenance of Property and Tenant Property. Subject to Section 8.01 and as otherwise provided in this Lease, Tenant shall make all necessary repairs to and replacements of the Improvements and Tenant Improvements, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, and foreseen or unforeseen, and shall maintain and keep the Improvements and Tenant Improvements in good and safe order, repair and condition and in compliance with all applicable provisions of the Municipal Code of the City, including but not limited to those provisions in Title 13 ("Building and Construction"), Title 14 ("Electrical Equipment and Installation"), Title 15 ("Fire Prevention") and all applicable landscape ordinances. Tenant covenants and agrees that throughout the Term all building systems, facilities and equipment, including HVAC systems, common area lighting and the like, shall be maintained in good operating order and repair. Tenant shall indemnify, defend and hold Landlord's Protected Persons harmless from and against any and all claims and demands arising from the failure of Tenant to perform the covenants contained herein or arising from any accident, injury or damage to any person or property that shall or may happen in or upon the Property or Tenant Property, or any part thereof, however caused, other than Landlord's willful misconduct or any Excluded Environmental Condition, and shall keep the Property and Tenant Property free and clear of any and all mechanics' liens or other similar liens or charges incidental to work done by or on behalf
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of Tenant or materia! supplied by or on behalf of Tenant in or about the Property and Tenant Property subject to the provisions in Section 4.03 providing for contest of such liens.
Waste. Tenant shall not do, permit or suffer any waste, damage, disfigurement or injury to or upon the Property or Tenant Property, or any part thereof, without repairing the same within a reasonable period of time. Tenant shall have the right at any time and from time to time to sell or dispose of any equipment or fixtures subject to this Lease that may have become obsolete or unfit for use or that is no longer useful, necessary or profitable in the conduct of Tenant's business; provided, however, that Tenant shall have substituted or shall promptly substitute for the property so removed from the Property other equipment or fixtures at least of equal quality and utility in the performance of the particular function in question as that of the property so removed unless, in Tenant's reasonable opinion set forth in written notice to Landlord, the property so removed was performing an obsolete function and replacement thereof is not necessary or appropriate to maintain the operation or character of the Property or Tenant Property, or the use and occupancy by residents and licensees of the Tenant Property or its overall value without impairment.
Compliance with Requirements. Except for Excluded Environmental Conditions, Tenant shall comply, at its own expense, with all Requirements during the Term and with the reasonable requests of any insurance company having a policy outstanding with respect to the Property or Tenant Property, or any part thereof, whether or not such Requirements or requests require the making of structural alterations or the use or application of portions of the Property or Tenant Property, for compliance therewith, or interfere with the use and enjoyment of the Property or Tenant Property, and shall indemnify, defend and hold harmless Landlord's Protected Persons from and against all fines, penalties, and claims for damages of every kind and nature arising out of any failure by Tenant to comply with any such Requirement or request. It is the intention of the parties that Tenant during the Term shall discharge and perform all obligations of Landlord, as well as all obligations of Tenant, arising as aforesaid, and hold harmless Landlord's Protected Persons therefrom (except for Excluded Environmental Conditions), so that at all times the Rent shall be net to Landlord without deductions or expenses on account of any such Requirement or request, whatever it may be. Tenant may, in good faith upon prior written notice to Landlord (and wherever necessary, in the name of, but without expense to, Landlord) and receipt of Landlord's written consent, which shall be in Landlord's sole discretion, and after having secured Landlord to its reasonable satisfaction against loss or damage, by cash or by a letter of credit or surety bond in an amount, with an issuer or surety, and in form and substance reasonably satisfactory to Landlord, contest the validity of any such request or Requirement and, pending the determination of such contest, may postpone compliance therewith, provided that in no event shall such contest or postponement: (i) subject Landlord, the Property, Tenant Property, other buildings or the Campus to any fine or penalty or to prosecution for a crime; (ii) cause the Property and Tenant Property, or any part thereof, to be condemned or to be vacated; or (iii) cause any material interference with the operation of the Property or Tenant Property for the purposes set forth in Section 6.03 or the occupancy, use, benefit and enjoyment thereof by any sub-tenant of the Development. For clarification purposes, Tenant has no compliance responsibility for, indemnity obligation relating to or liability for matters relating to any Requirements or requests from insurance companies that existed prior to the Commencement Date.
Exculpation of Landlord. Except as otherwise set forth in the Lease or any other written contractual agreement between Landlord and Tenant, Landlord shall not be responsible or liable for any destruction, damage or injury to any property or to any person or persons at any time on the Property or Tenant Property resulting from any casualty, occurrence or condition occurring or existing during the Term of this Lease (except for Excluded Environmental
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Conditions), including without limitation those from steam, gas or electricity, or from water, rain or snow, whether the same may leak into, issue or flow from or within any part of the Property or Tenant Property or from the pipes or plumbing of the same, or from any other place or quarter; nor shall Landlord be in any way responsible or liable in case of any accident or injury (including death) to any of Tenant's subtenants, employees or agents, or to any person or persons in or about the Property or Tenant Property or the streets, driveways, sidewalks, parkways or alleys adjacent thereto; and Tenant agrees that it will not hold Landlord in any way responsible or liable therefor (except for actions caused by Landlord's willful misconduct) and will further indemnify, defend and hold Landlord's Protected Persons harmless from and against any and all claims, liability, penalties, damages, expenses and judgments arising from injury to persons or property of any nature and also for any matter or thing arising out of or resulting as a direct or indirect consequence from the use or occupancy of the Property or Tenant Property; provided, however, that the foregoing obligations shall not apply to Excluded Environmental Conditions or to any claims, liability, penalties, damages, expenses and judgments arising from the Landlord's performance of its maintenance obligations pursuant to Section 6.01.
Exculpation of Leasehold Mortgagee. Until any Leasehold Mortgagee becomes a mortgagee in possession or the tenant under a new lease pursuant to the terms of this Section, no Leasehold Mortgagee shall, except to the extent of the gross negligence or willful misconduct of such Leasehold Mortgagee, its agents and employees on or about the Land be responsible or liable for any destruction, damage or injury to any property or to any person or persons at any time on the Property or Tenant Property resulting from any casualty, occurrence or condition occurring or existing during the Term of this Lease, including without limitation those from steam, gas or electricity, or from water, rain or snow, whether the same may leak into, issue or flow from or within any part of the Property or Tenant Property or from the pipes or plumbing of the same, or from any other place or quarter; nor shall any Leasehold Mortgagee be in any way responsible or liable in case of any accident or injury (including death) to any of Tenant's subtenants, employees or agents, or to any person or persons in or about the Property or Tenant Property or the sidewalks, parkways, and parking areas adjacent thereto.
Landlord's Right of Entry. Landlord shall have the right, upon reasonable advance notice to Tenant and sub-tenants, when appropriate, on any business day, to enter upon the Property or Tenant Property, or any easements granted hereby, for the purpose of ascertaining the condition thereof, or whether Tenant is observing and performing the obligations assumed by it under this Lease, or to make any repairs or perform any work, all without hindrance or molestation from Tenant, or anyone claiming by, through or under Tenant, whether as subtenant or otherwise. The above-mentioned rights of entry shall be exercisable at reasonable times, at reasonable hours and on reasonable advance notice; provided, however, that entry may be made at any time without notice in the event of an emergency (although Landlord shall endeavor to give Tenant prior notice thereof). Nothing contained herein, however, shall impose or imply any duty on the part of Landlord to make any such repairs or perform any such work. Landlord shall use best efforts to not disturb the use and occupancy of Tenant's subtenants in the use of the right of entry granted hereby.
No Liens. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanics' or other lien for any such labor or material shall attach to or affect the estate or interest of Landlord in and to the Property, the Tenant Property (as applicable) or any part thereof.
Snow Removal. Tenant shall provide and pay for prompt removal of snow and ice from the parking lots and sidewalks which are located on the Real Estate, including but not limited
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to the Semi-Circle Parking Area, and shall assume total responsibility for failure to do so. Tenant acknowledges that Landlord shall have no snow or ice removal duties with respect to other parking lots and sidewalks within the Development. The Landlord will be responsible for snow removal from the roadways throughout the Campus.
No Other Rights. This Lease does not give Tenant any other right with respect to the Campus. Any rights not specifically granted to Tenant by and through this Lease are reserved exclusively to Landlord. Execution of this Lease does not obligate Landlord to perform any additional duties' or services except as expressly set forth in this document.
Economic Disclosure Statement Affidavit ("EDS") Updates. Throughout the Term, Tenant shall provide Landlord with any material updates to the information previously submitted in Tenant's Economic Disclosure Statement Affidavit ("EDS"). Landlord may also request such updates from time to time. Failure to provide such information on a timely basis shall constitute a default under this Lease.
Permits. For any activity which Tenant desires to conduct on the Real Estate in which a license or permit is required, said license or permit must be obtained by Tenant prior to using the Property or Tenant Property for such activity. The City, through its Department of Housing and Landlord, must be notified ofany such license or permit. Failure to obtain a required license or permit shall constitute a default under this Lease.
Security. Tenant acknowledges that Landlord shall have no security obligations relative to Tenant's use of the Property or Tenant Property. Tenant shall assume responsibility for properly securing the Property or Tenant Property.
Repairs for Tenant Negligence, Vandalism, or Misuse. Tenant shall assume all responsibility for any repairs to any portion of the Property, Tenant Property or Development necessitated by the negligence, vandalism, misuse, or other acts of Tenant, or Tenant's contractors, licensees, invitees, or agents, or third parties.
ARTICLE 7
Insurance
Maintenance of Insurance. During the Term, Tenant shall, at its sole expense, obtain and maintain, or cause to be obtained and maintained policies of insurance satisfying the requirements set forth on Exhibit G.
Form of Policies. Except as provided in Section 8.02, any policies of insurance covering the Development during construction, shall expressly provide that any losses thereunder shall be adjusted with Tenant and all Leasehold Mortgagees as their interests may appear (or, absent any Leasehold Mortgagees, with Landlord). All such insurance shall be carried in the name of Tenant and loss thereunder shall be payable to Tenant and the Leasehold Mortgagees, if any, and Landlord, as their respective interests may appear.
Evidence of Insurance and Payment. Upon the execution and delivery of this Lease, and thereafter not later than fifteen (15) days prior to the expiration date of an expiring policy theretofore furnished pursuant to this Article, certificates of insurance evidencing the required coverages, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to Landlord of such payment, shall be delivered by Tenant to Landlord.
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Upon request from Landlord, Tenant shall deliver to Landlord duplicate originals or certified copies of the policies required by this Article 7.
Separate Insurance. Tenant shall not obtain separate insurance concurrent in form or contributing in the event of loss with that required in this Article to be furnished by or that may reasonably be required to be furnished by Tenant unless Landlord is included therein as an additional insured, with loss payable as required in this Lease. Tenant shall immediately notify Landlord of the obtaining of any such separate insurance and shall deliver duplicate originals or certified copies of the policy or policies so obtained as provided in Section 7.03.
Cancellation. Each policy of insurance delivered hereunder shall contain an agreement by the insurer that such policy shall not be cancelled or materially altered without at least thirty (30) days' prior written notice given to Landlord and to each Leasehold Mortgagee named in such policy.
ARTICLE 8 Damage and Restoration 8.01 Damage or Destruction.
(a) In the event of any damage to or destruction of the Improvements or Tenant Improvements during the Term, Tenant shall give Landlord and each Leasehold Mortgagee immediate notice thereof and, unless the Insurance Proceeds are applied by a Leasehold Mortgagee to reduce its debt in accordance with Section 8.05, Tenant shall promptly and diligently restore, replace, rebuild and repair the same as nearly as possible to their value, condition and character immediately prior to such damage or destruction, in accordance with the following provisions of this Article 8. Landlord shall have no duty to restore, replace, rebuild or repair the Property or Tenant Property, as applicable, or any portion thereof, or to pay any of the costs or expenses thereof. All work in connection with such restoration, replacement, rebuilding and repairing, including all temporary repairs to the Property or Tenant Property, as applicable, or repairs made for the protection of the Property or Tenant Property, as applicable, pending the completion of the permanent restoration, replacement, rebuilding and repairing, is hereinafter collectively referred to as "Full Restoration." In the event of any damage to or destruction of the Improvements or Tenant Improvements occurring during the Term, Tenant shall, upon demand, deposit with the First Leasehold Mortgagee (or, if none, with Landlord), or into the Restoration Escrow (as hereinafter defined), the amount of any applicable deductible or self-insurance (the "Deductible"). If the Net Insurance Proceeds (as that term is hereinafter defined) available for a particular Restoration (as hereinafter defined) plus the amount of the Deductible, are insufficient to accomplish the Full Restoration, then Landlord may terminate this Lease with respect to the portion of Real Estate on which such damaged or destroyed Improvements or Tenant Improvements, as applicable, were situated by sixty (60) days prior written notice (a "Termination Notice") to Tenant and all Leasehold Mortgagees, unless: (1) within the later to occur of (i) ninety (90) days after the amount of Net Insurance Proceeds has been determined (the "Net Proceeds Determination Date") or (ii) the expiration of such sixty (60) day notice period, Tenant deposits with the First Leasehold Mortgagee (or, if none, with Landlord) cash, a letter of credit and/or evidence satisfactory to the First Leasehold Mortgagee (or, if none, to Landlord) of the availability of funds (from a loan or otherwise) in an amount equal to the Restoration Deficiency (as hereinafter defined); or (2) within the later to occur of (i) ninety (90) days after the Net Proceeds Determination Date or (ii) the expiration of such sixty (60) day notice period, any one or more of the Leasehold Mortgagees and/or any other Person so deposits the Restoration Deficiency with
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the First Leasehold Mortgagee (or, if none, with Landlord) or into the Restoration Escrow; or (3) within one hundred eighty (180) days after the Net Proceeds Determination Date, the First Leasehold Mortgagee agrees to a Partial Restoration and agrees to make the Net Insurance Proceeds available for such Restoration; or (4) prior to the expiration of such sixty (60) day notice period, at least one Leasehold Mortgagee is diligently proceeding to obtain such insurance proceeds and, if applicable, to exercise its rights with respect to the Restoration; provided, however, that the foregoing prohibition against termination shall no longer be applicable when the First Leasehold Mortgagee elects to apply such insurance proceeds to repay outstanding debt in lieu of Restoration. The First Leasehold Mortgagee shall consult with the other Leasehold Mortgagees with respect to the application of the Net Insurance Proceeds; provided however that in the event of any disagreement between the First Leasehold Mortgagee and the other Leasehold Mortgagees over the application of the Net Insurance Proceeds, the decision of the First Leasehold Mortgagee, in its sole discretion, shall prevail, subject to Section 8.01(c). The Full Restoration or Partial Restoration, as applicable, is hereinafter referred to as the "Restoration". As used herein, the term "Restoration Deficiency" shall mean additional funds in an amount sufficient, when added to the Net Insurance Proceeds available for a Restoration plus the Deductible, to complete such Restoration. If this Lease is terminated pursuant to this Section 8.01(a), with respect to a portion of the Real Estate only then, at the option of Landlord, Tenant shall, at Tenant's sole expense, demolish and/or remove such of the Improvements or Tenant Improvements, as applicable, on such portion of the Real Estate as are designated by Landlord, provided that, if the costs of such demolition and removal exceed the Deductible, sufficient Net Insurance Proceeds are made available to Tenant for that purpose.
Landlord shall use reasonable efforts to demolish and remove all structures that are not part of the Property, at its cost, as required for the Full or Partial Restoration of the Property. Landlord shall use all reasonable efforts to cause such demolition and removal to occur without delay or interference with the Partial or Full Restoration.
The determination of whether the Proceeds are sufficient for a Full Restoration and that such Full Restoration is feasible, shall be reasonably made by the First Leasehold Mortgagee in accordance with the requirements of the First Leasehold Mortgage (or, if there is no First Leasehold Mortgagee, by Landlord). The First Leasehold Mortgagee shall consult with the other Leasehold Mortgagees with respect to application of Net Insurance Proceeds; provided however that in the event of any disagreement between the First Leasehold Mortgagee and the other Leasehold Mortgagees over the application of Net Insurance Proceeds, the determination of the First Leasehold Mortgagee, in its sole discretion, shall prevail. If there is to be a Restoration, all Proceeds shall, at the election of the First Leasehold Mortgagee, be deposited with the First Leasehold Mortgagee or in a construction disbursement escrow among the First Leasehold Mortgagee, Landlord and Tenant and a mutually acceptable title company (the "Restoration Escrow") (or, if there is no First Leasehold Mortgagee, with Landlord), and disbursed to pay the costs of such Restoration. The Leasehold Mortgagees holding Leasehold Mortgages subordinate to the First Leasehold Mortgage shall agree to be bound by the First Leasehold Mortgagee's determination and to make the Net Insurance Proceeds available for such Restoration. In the event of any such damage to or destruction of the Improvements, the First Leasehold Mortgagee (or, if there is no First Leasehold Mortgagee, Landlord), shall have the right (but not the obligation) to deposit the Restoration Deficiency into the Restoration Escrow. Subject to the conditions set forth in Section 8.01 (a)(1-4), Landlord may elect to terminate this Lease as to the affected portions of the Real Estate and the provisions of Section 8.05 shall apply, unless within the time periods provided in such Section 8.01(a) following the delivery of a Termination Notice to Tenant and all Leasehold Mortgagees (i) the Restoration Deficiency is deposited with the First Leasehold Mortgagee or into the Restoration Escrow (or, if there is no First Leasehold Mortgagee, with
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Landlord), or (ii) at least one Leasehold Mortgagee is diligently proceeding to obtain such insurance proceeds and, if applicable, to exercise its rights with respect to the Restoration, or (iii) within one hundred eighty (180) days after the Net Proceeds Determination Date, the First Leasehold Mortgagee agrees to a Partial Restoration and agrees to make the Net Insurance Proceeds available for such Restoration. Notwithstanding the foregoing, the conditions limiting the Landlord's right to terminate the Lease shall no longer apply when the First Leasehold Mortgagee elects to apply such insurance proceeds to repay outstanding debt in lieu of Restoration.
Adjustment of Insurance Claims and Disbursements. Adjustment of any insurance claim shall, subject to the terms of any Leasehold Mortgage, be negotiated by Tenant. All insurance proceeds shall be deposited with the First Leasehold Mortgagee (or, if none, with Landlord) or into a Restoration Escrow, and administered as hereinafter set forth. All insurance proceeds received by Landlord or Tenant on account of such damage or destruction, less the actual costs, expenses and, fees, if any, incurred in connection with the adjustment of the loss (the "Net Insurance Proceeds"), shall be applied in accordance with the terms of this Article. Such Net Insurance Proceeds plus the Deductible shall be paid out from time to time as such Restoration progresses and is approved. All Proceeds held by the First Leasehold Mortgagee for purposes of Restoration shall be held in trust for the benefit of Tenant and the funding of such restoration work.
Deficiencies. If, at any time during the course of a Restoration, the projected Restoration Deficiency increases, Tenant shall either, before proceeding with the Restoration, deposit with the First Leasehold Mortgagee (or, if none, with Landlord) cash, a letter of credit and/or evidence satisfactory to Landlord of the availability of funds (from a loan or otherwise) in an amount equal to the increase in the Restoration Deficiency, or deliver to the First Leasehold Mortgagee (or, if none, to Landlord) a surety bond from a company and in form and substance satisfactory to the First Leasehold Mortgagee (or, if none, to Landlord), for such increase in the Restoration Deficiency, the premium for which shall have been paid by Tenant. Thereupon, Tenant may proceed with the Restoration.
Landlord's Right to Complete. Subject to the prior written consent of the First Leasehold Mortgagee under Section 8.01, if a Restoration is commenced or required to be commenced, and if Tenant shall fail to promptly and diligently commence and complete such Restoration, Landlord, after first giving all Leasehold Mortgagees written notice and at least sixty (60) days thereafter to commence such Restoration and thereafter promptly and diligently complete such Restoration, may, but is not obligated to, complete the same and apply the Net Insurance Proceeds plus the Deductible and any additional funds provided by Tenant to the cost of Restoration.
Leasehold Mortgages. Except as provided in Section 8.01: (1) all provisions of this Article 8 are subject to the rights of the First Leasehold Mortgagee and the provisions of the First Leasehold Mortgage; (2) the provisions of the First Leasehold Mortgage shall govern in the event of any conflict or inconsistency between the provisions of this Article 8 and the provisions of the First Leasehold Mortgage; and (3) application of Net Insurance Proceeds shall be subject to the terms of the Leasehold Mortgages, and the respective priorities of such Leasehold Mortgagees thereunder, including the Leasehold Mortgagees' rights, if any, to apply proceeds of insurance to the payment of outstanding debt owed by Tenant to such Leasehold Mortgagees in lieu of Restoration. In such an event, Landlord and Tenant shall adjust any remaining balance of insurance proceeds as their respective interests may be affected by such damage or destruction, and this Lease shall terminate as to the affected portions of the Real Estate. No termination of
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this Lease shall occur under this Article 8 so long as at least one Leasehold Mortgagee is diligently proceeding to obtain such insurance proceeds and, if applicable, to exercise its rights with respect to the Restoration; provided, however, that the foregoing prohibition against termination shall no longer be applicable when the First Leasehold Mortgagee elects to apply such insurance proceeds to repay outstanding debt in lieu of Restoration.
ARTICLE 9
Title and Ownership; Leasehold Mortgage
9.01 Restrictions on Transfer.
Except for Permitted Transfers and Permitted Refinancing: (i) Tenant shall not at any time without the prior written consent of Landlord: (A) sell, assign, transfer, or convey (any, a "Transfer") all or any part of its interest under this Lease, or (B) Transfer all or any part of any structure or other Improvement or Tenant Improvement located on the Real Estate; or (C) sublet all or any part of the Tenant Property except for subletting of the dwelling units to subtenants pursuant to subleases with a term (including options to extend or renew) not in excess of one (1) year and (ii) there shall not be a change of control of the Tenant or the Transfer of any interest in the Tenant. Landlord's consent to any of the foregoing may be granted, withheld or granted with such conditions as Landlord shall require, in its sole and absolute discretion.
If a Permitted Transfer consisting of a Transfer of the Leasehold Estate occurs, other than a transfer by foreclosure or deed in lieu of foreclosure of a Leasehold Mortgage, such transfer being governed by Section 9.03, the transferee or assignee shall enter into an assumption agreement with Landlord by which it assumes all of Tenant's rights and obligations under this Lease. Thereafter, the transferee or assignee shall succeed to all rights and obligations of Tenant under this Lease, and shall be deemed a permitted assignee of Tenant, and Tenant making such Transfer shall be and hereby is relieved of any continuing obligations hereunder arising thereafter and such permitted assignee, by accepting such assignment, shall be deemed to have assumed all obligations hereunder arising after such assignment. Landlord acknowledges that Tenant may cause the Improvements or Tenant Improvements, as applicable, or a portion thereof, to qualify for housing for "very low-income" households for the period required under Section 42 of the Code. Tenant may cause the Improvements or Tenant Improvements, or a portion thereof, to qualify for other state and/or federal assistance, including but not limited to financing arranged through or insured by HUD. To the extent required by the Code and/or HUD as a condition to such qualification, and as may be required under Article 19, Tenant is authorized to enter into restrictive covenants encumbering the Tenant Property pertaining to the use of the Tenant Property. Landlord agrees, subject to the prior written consent of all Leasehold Mortgagees, to enter into a subordination agreement relating to this Lease as to such restrictive covenants as may be required to obtain and maintain such qualifications.
Landlord shall not, without the prior written consent of Tenant and all Leasehold Mortgagees, mortgage or create a lien upon (i) all or any part of the Real Estate, or (ii) all or any part of its interest in this Lease or any Improvement or Tenant Improvement. Tenant shall not, without the prior written consent of all Leasehold Mortgagees, subordinate its leasehold estate under this Lease to any mortgage upon all or any part of the Landlord's fee simple estate in the Real Estate.
The Parties acknowledge that it may become necessary to grant easements and/or licenses over, under, upon and across the Real Estate for the provision of gas, electricity,
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telephone service, cable television, Internet access, water, sewer, and other utilities to serve the Improvements and Tenant Improvements. All such easements and licenses shall be subject to the prior written consent of Landlord and each Leasehold Mortgagee, to the extent required by its Leasehold Mortgage, which shall not be unreasonably withheld or delayed. If required, Landlord shall grant or join with Tenant in the grant of such easements and licenses, so as to subject Landlord's interest in the Real Estate to such easements and licenses. All costs in connection with such easements and licenses shall be borne by Tenant.
Liens. Other than the Permitted Exceptions, any Permitted Refinancing and as provided below, Tenant shall not create or permit to be created or to remain, and shall promptly discharge, any lien (including but not limited to any mechanic's, contractor's, subcontractor's or materialman's lien or any lien, encumbrance or charge arising out of any Imposition, conditional sale, title retention agreement, chattel mortgage, security agreement, financing statement or otherwise) upon the Property or Tenant Property, as applicable, or any part thereof, or the income therefrom, and Tenant shall not suffer any matter or thing whereby the estate, rights and interests of Landlord in the Property or Tenant Property, or any part thereof, will be impaired (excluding any impairment, lien or encumbrance arising by action of Landlord). Notwithstanding the foregoing prohibitions, Tenant shall have the right to contest any such lien upon compliance with the same conditions as are applicable to the contest of any Imposition under Section 4.03 or to provide title insurance over any such lien in a manner reasonably satisfactory to Landlord. If Tenant shall fail to cause any such matter to be discharged of record or contested in the foregoing manner, then Landlord may, but shall not be obligated to, in addition to any other right or remedy, discharge such lien at any time after delivery of notice to Tenant, either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or bonding proceedings or otherwise, and in any such event Landlord shall be entitled, if it so elects, to compel the prosecution of an action for foreclosure of such lien by the lienholder and to pay the amount of judgment in favor of the lienholder with interest, costs and allowances. Any amount so paid by Landlord and all reasonable costs, expenses and fees incurred by Landlord in connection therewith shall be reimbursed by Tenant to Landlord. This Lease shall constitute notice that Landlord shall not be liable for any work performed or to be performed, or any materials furnished or to be furnished, at the Real Estate for Tenant or any subtenant upon credit, and that no mechanic's or other lien for such work or materials shall attach to or affect the estate or interest of Landlord in and to the Real Estate, unless such work or materials is specifically ordered by Landlord in writing.
Leasehold Mortgage.
(a) In order to enable Tenant to finance a portion of the cost of construction of the Development, Tenant shall have the right, at or prior to commencement of rehabilitation of the Tenant Improvements required under Section 5.01, to grant and record the First Leasehold Mortgage, Second Leasehold Mortgage, Third Leasehold Mortgage, Fourth Leasehold Mortgage and Fifth Leasehold Mortgage. The aggregate amounts financed by Tenant through the Leasehold Mortgages shall not exceed the estimated cost of the Development, or such other greater amount as is reasonably approved by Landlord. Landlord's interest in the Property, Tenant Property (as applicable) or this Lease shall at no time be encumbered by and shall at no time be subject or subordinate to any Leasehold Mortgage (i.e. the foreclosure of any such Leasehold Mortgage shall not divest Landlord of its fee simple title or reversionary interest). For purposes of this Article 9, the making of a Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Lease or the Leasehold Estate, nor shall any Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or of the Leasehold Estate so as to require such Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of Tenant to be performed hereunder. A Leasehold Mortgagee
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may become the holder of the Leasehold Estate and succeed to Tenant's interest under this Lease by foreclosure of its Leasehold Mortgage (either in its own name or in the name of its nominee) or as a result of the assignment of the Tenant's interest under this Lease in lieu of foreclosure, and any purchaser at any sale of Tenant's interest under this Lease in any proceeding for the foreclosure of any Leasehold Mortgage or the assignee or transferee of Tenant's interest under this Lease under any instrument of assignment or transfer in lieu of the foreclosure of any Leasehold Mortgage shall be deemed to be an assignee or transferee approved by Landlord and shall be deemed to have agreed to perform all of the obligations of Tenant from and after the date of such assignment, but only for so long as such purchaser, assignee or transferee is the owner of the Leasehold Estate.
(b) If an Event of Default by Tenant occurs, Landlord agrees that it will not terminate this Lease or take possession of the Tenant Property if: (i) any Leasehold Mortgagee shall cure the default within 180 days after expiration of the time for Tenant to cure said default, or if such default cannot reasonably be cured within said 180-day period, and any Leasehold Mortgagee in good faith commences within said 180-day period and thereafter diligently prosecutes all actions required to cure such default, such longer period as may be reasonably necessary; or (ii) within 180 days after notice of such default by Landlord to a Leasehold Mortgagee, such Leasehold Mortgagee commences legal proceedings (herein called "foreclosure proceedings") to foreclose the lien of its Leasehold Mortgage or for the appointment of a receiver and if such Leasehold Mortgagee diligently proceeds with its foreclosure proceedings or obtains a deed in lieu of foreclosure (including seeking to be put in possession as mortgagee-in-possession or seeking to obtain the appointment of a receiver in such foreclosure proceedings), or (iii) such Event of Default cannot by its nature be cured by any Leasehold Mortgagee, including, without limitation, defaults by Tenant under Sections 6.14, 10.01(e), 21,01, 21.02, 21.03, 21.04 and 21.05. The foregoing 180-day periods shall be extended for so long as such Leasehold Mortgagee is enjoined or stayed in any bankruptcy or insolvency proceedings filed by or against Tenant. Nothing in this Article 9 shall require any Leasehold Mortgagee, as a condition to the exercise of rights provided under this Article 9, to cure any Event of Default of Tenant that is specific to Tenant and therefore not reasonably susceptible of being cured by such Leasehold Mortgagee. The foregoing shall not be deemed to excuse a Leasehold Mortgagee from performing covenants relating to the rehabilitation/construction or condition of the Tenant Improvements on the Leasehold Estate or other similar matters requiring access to and/or control of the Tenant Property from and after such time as such Leasehold Mortgagee acquires possession of the Tenant Property or Tenant's Leasehold Estate by receivership, foreclosure or otherwise, provided that the Construction Completion Deadline shall be extended accordingly during any such period given to initiate and complete any foreclosure proceeding. If no Leasehold Mortgagee commences and prosecutes either curative action or foreclosure proceedings as provided above, Landlord may invoke any or all of its remedies under this Lease, including the remedy of termination, provided that before exercising its right to terminate the Lease, Landlord shall deliver to Leasehold Mortgagees a further sixty (60) day prior written Termination Notice and Landlord agrees that it will not terminate this Lease or take possession of the Tenant Property if during such sixty (60) days period, any Leasehold Mortgagee shall (x) cure the Event of Default or if such Event of Default cannot reasonably be cured within said 60-day period, shall have in good faith commenced such cure and thereafter diligently prosecutes all actions required to cure such Event of Default or (y) commence foreclosure proceedings. In the event the purchaser at the foreclosure sale or the assignee of such purchaser or the recipient of any deed in lieu of foreclosure acquires the Leasehold Estate and Tenant's interest in the Tenant Improvements, such purchaser or assignee shall thereupon become Tenant under this Lease and hereby agrees to assume and perform each and all of Tenant's obligations and covenants hereunder arising from and after the date that such purchaser or assignee acquires the Leasehold Estate and Tenant's interest in the Tenant
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Improvements.
In the event there is a First Leasehold Mortgage, Landlord agrees that it will not accept a surrender of the Tenant Property or a cancellation of this Lease from Tenant prior to the expiration of the Term of this Lease and will not amend this Lease without in each case obtaining the prior written consent of the First Leasehold Mortgagee.
Each Leasehold Mortgagee, by accepting its Leasehold Mortgage, agrees for the benefit of Landlord:
that such Leasehold Mortgagee will use reasonable efforts to give to Landlord notice of all events of default declared by such Leasehold Mortgagee with respect to its Leasehold Mortgage that give such Leasehold Mortgagee the right of acceleration, concurrently with or promptly after notice thereof is given to Tenant; and Landlord shall have the right, but shall not be obligated, to cure any such defaults on the part of Tenant within the time period, if any, allowed by the Leasehold Mortgage, provided that the failure of any Leasehold Mortgagee to deliver such notice to Landlord shall not prevent, or give rise to a defense by Tenant to, such Leasehold Mortgagee's enforcement of its rights under its Leasehold Mortgage; and
prior to commencing foreclosure proceedings or accepting a deed in lieu of foreclosure, such Leasehold Mortgagee shall give Landlord a written notice describing the action proposed to be taken by such Leasehold Mortgagee and stating the aggregate amount of the indebtedness then due and secured by the Leasehold Mortgage, and setting forth in reasonable detail the respective portions of said indebtedness attributable to principal, interest, attorneys' fees and expenses and other costs, fees and expenses. Landlord shall have a period of thirty (30) days after Landlord receives such notice from such Leasehold Mortgagee within which Landlord, at its election, may purchase from such Leasehold Mortgagee, without representation, warranty or recourse (other than as to the purchase price), the Leasehold Mortgage, the indebtedness secured thereby, and any other security held by such Leasehold Mortgagee for such indebtedness, for a purchase price equal to the amounts due such Leasehold Mortgagee under the Leasehold Mortgage.
(e) So long as the First Leasehold Mortgage is in existence, unless the First
Leasehold Mortgagee shall otherwise expressly consent in writing, the fee title to the Real Estate
and the Leasehold Estate shall not merge, but shall remain separate and distinct, notwithstanding
the acquisition of said fee title and Leasehold Estate by the Landlord, other than by termination
of this Lease by Landlord in compliance with the provisions of this Article 9.
(f) . Notwithstanding any provisions to the contrary in Sections 6.05, 6.07, 6.08,
11.02 or 20.03, Landlord agrees (without waiving any rights that Landlord may have against any
former Tenant) that: (a) the First Leasehold Mortgagee or purchaser at a foreclosure sale or
assignee or transferee in lieu of foreclosure of a First Leasehold Mortgage that succeeds to the
Leasehold Estate and becomes a successor Tenant hereunder (a "Successor") shall not be
responsible for any then-existing indemnification obligation of the former Tenant except to the
extent the indemnification obligation relates to an act, omission or condition that continues after
such Successor's succession to Tenant's possessory or leasehold interest and gives rise to
additional damages or claims after such succession; (b) such Successor shall not be required to
cure a default that is peculiar to Tenant's status, solvency or condition and that, therefore, cannot
be cured by the payment of money or the taking of affirmative action (an "Incurable Default"); and
(c) failure by such Successor to cure an Incurable Default or to assume such existing
indemnification obligations of the former Tenant shall not constitute a basis for not recognizing
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such Successor as the successor Tenant or for terminating this Lease.
(g) If Landlord or Tenant shall terminate this Lease, or if this Lease shall be terminated by reason of the rejection of this Lease by a debtor in possession or a trustee or receiver appointed by a court of competent jurisdiction in bankruptcy or insolvency proceedings involving Tenant, then and in either such event, Landlord may seek to obtain possession of the Real Estate and title to the Improvements. Upon acquiring such possession and title, Landlord shall notify all Leasehold Mortgagees in writing (a "Notice of Acquisition"). Each of the Leasehold Mortgagees (in the order of priority of their respective Leasehold Mortgages) or a nominee of a Leasehold Mortgagee designated by such Leasehold Mortgagee by written notice to Landlord, shall have one hundred twenty (120) days from the date of any such Notice of Acquisition to elect to take a new lease on the Real Estate and a conveyance of title to the Improvements. Landlord shall, subject to applicable bankruptcy laws and/or the order of a court of competent jurisdiction, enter into a new lease with a Leasehold Mortgagee (or with the nominee of such Leasehold Mortgagee), convey title to the Improvements to such Leasehold Mortgagee (or such nominee) by quitclaim deed, and assign to such Leasehold Mortgagee (or such nominee) all leases where the residents or sub-tenants thereunder have attorned to Landlord provided that:
such Leasehold Mortgagee has made written request of Landlord for a new lease of the Real Estate and a conveyance of the Improvements within the one hundred twenty (120) days next following the date of receipt of Landlord's Notice of Acquisition and either the prior written consent of any superior Leasehold Mortgagee is obtained or the one hundred twenty (120) days have expired without such superior Leasehold Mortgagee requesting a new ground lease and conveyance of Improvements hereunder; and
at the time of termination of this Lease, and at the time of such Leasehold Mortgagee's written request for a new lease and deed, and at the time of execution and delivery of such new lease by and between Landlord and such Leasehold Mortgagee (or the nominee of such Leasehold Mortgagee, as the case may be), such Leasehold Mortgagee (or such nominee) shall have cured all defaults of Tenant under this Lease that can reasonably be cured by such Leasehold Mortgagee.
Such new lease shall have a term equal to the unexpired portion of the Term of this Lease, shall be deemed to be part of an uninterrupted leasehold estate, and shall, except as otherwise provided herein, be on the same terms and conditions as contained in this Lease. Landlord shall deliver possession of the Real Estate and Improvements immediately upon execution of the new lease. Upon executing a new lease, the Leasehold Mortgagee (or the nominee of such Leasehold Mortgagee, as the case may be) shall pay to Landlord the amount by which (a) the sum of any unpaid Rent due under this Lease (or which would have been due under this Lease if it had not been terminated) from the date that Landlord obtains possession of the Real Estate and Improvements to the commencement date of the new lease, plus any Impositions that were liens on the Real Estate and/or the Improvements and which were paid by Landlord, exceeds (b) any rent or other income received by Landlord from the Real Estate and/or the Improvements during the period after Landlord obtains possession to (but not including) the commencement date of the new lease. A Leasehold Mortgagee shall not have the right to elect to take a new lease if its Leasehold Mortgage is paid in full prior to the Leasehold Mortgagee notifying Landlord of its election to take a new lease. Concurrently with the execution, delivery and recording of the new lease, this Lease shall be deemed to have terminated.
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ARTICLE 10
Tenant Default: Rights and Remedies of Landlord
Tenant's Event of Default. Each of the following events shall be an "Event of Default" by Tenant under this Lease:
Tenant's failure to pay, when due, any installment of Rent or any other amount to be paid by Tenant under this Lease, and such failure shall continue for a period of thirty (30) days after written notice from Landlord specifying such failure;
Tenant shall be in default under Section 9.01(a);
if any insurance required to be maintained by Tenant shall lapse without replacement, so that any required coverage is not in effect;
Tenant shall fail to perform or observe any other material obligation, term or provision under this Lease and such failure continues beyond sixty (60) days after written notice from Landlord to Tenant specifying such Event of Default; provided, however, that if Tenant in good faith commences within said 60-day period and thereafter diligently prosecutes all actions required to cure such default, Tenant shall be allowed a reasonable additional period to effect such cure;
a petition in bankruptcy is filed by or against Tenant, or if Tenant makes a general assignment for the benefit of creditors or is adjudged insolvent by any state or federal court, and in the case of any such involuntary petition, action or proceeding not initiated by Tenant such petition, action or proceeding is not dismissed or stayed within ninety (90) days after the commencement of such petition, action or proceeding;
Tenant shall fail to commence rehabilitation of the Development in accordance with the Plans and Specifications prior to sixty (60) days following the closing of the First Leasehold Mortgage or Tenant shall fail to complete the construction of the Development in accordance with the Plans and Specifications prior to the Construction Completion Deadline (or such later date as the First Leasehold Mortgagee may authorize, or in the absence of a First Leasehold Mortgagee, the Landlord), and such failure continues for a period of sixty (60) days after written notice from Landlord specifying such failure; provided, however, that if Tenant in good faith commences within said 60-day period and thereafter diligently prosecutes all actions required to cure any such failure, Tenant shall be allowed a reasonable additional period to effect such cure. Such commencement and completion deadlines shall be subject to reasonable extension in the event of an Unavoidable Delay; and
Tenant shall fail to comply with any applicable term or provision of the Conservation Easement relating to the Semi-Circle Parking Area or act or fail to act in such a way as to cause Landlord to violate the Conservation Easement.
Termination. If an Event of Default shall occur, Landlord may not terminate this Lease for so long as the provisions of Sections 9.03, 10.13 or any other provision of this Lease that expressly limits Landlord's ability to terminate this Lease precludes such termination. Otherwise Landlord, at its option, at any time thereafter during the continuance of such Event of Default, may give to Tenant and all Leasehold Mortgagees a notice of termination of this Lease, and, upon the date specified in such notice, which date shall be after all cure periods and
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foreclosure proceeding periods without a cure or foreclosure (or exercise by a Leasehold Mortgagee of other remedies contemplated by Section 9.03(b)) being effected, then this Lease and all of Tenant's rights under this Lease shall expire and terminate as if that date were the date herein originally fixed for the expiration of the Term of this Lease, and on the date so specified, Tenant shall vacate and surrender the Property and Tenant Improvements to Landlord.
Transfer of Deposits, etc. If this Lease terminates under Section 10.02, all unearned insurance premiums, all deposits theretofore made by Tenant with utility companies, any claims for refund of any Imposition, any pending claims for insurance proceeds or condemnation awards, and all fuel and supplies on the Property or Tenant Improvements owned by Tenant shall, subject to the rights of the Leasehold Mortgagees, be deemed to be and are hereby assigned to and transferred to Landlord to be applied in payment of Tenant's liability under this Lease.
Re-entry. If this Lease terminates under Section 10.02 or by operation of law or otherwise, Landlord may without further notice re-enter and repossess the Property and Tenant Improvements.
Injunctive Relief. In the event of any breach or threatened breach by Tenant of any of the covenants, agreements, terms or conditions contained in this Lease, Landlord shall be entitled, after expiration of any applicable notice and cure period, to injunctive relief against such breach or threatened breach, and shall have the right to invoke any right or remedy available at law or in equity or by statute or otherwise as though re-entry, summary proceedings and other remedies were not provided for in this Lease.
Re-letting by Landlord. If Landlord terminates this Lease under Section 10.02, Landlord may re-let the Property and Tenant Improvements or any part thereof and receive the rent therefor, whether such rent is in the aggregate greater than or less than the Rent payable hereunder. Landlord shall not be responsible or liable in any way for failure to re-let the Property or Tenant Improvements or any part thereof or for failure to collect any rent due on such re-letting, except as required by law to mitigate Landlord's damages.
Receipt of Monies: No Waiver. No receipt of money by Landlord from Tenant after termination of this Lease shall reinstate, continue or extend the term of this Lease or of any notice of termination theretofore given to Tenant, or operate as a waiver of Landlord's right to enforce the payment of Rent and any other payments or charges herein reserved or agreed to be paid by Tenant, then or thereafter falling due, or operate as a waiver of Landlord's right to recover possession of the Property or Tenant Improvements by proper remedy, it being agreed that after service of notice to terminate this Lease or the commencement of any suit or summary proceedings, or after final order for the possession of the Property or Tenant Improvements, Landlord may demand and collect any monies due or thereafter falling due in any manner without affecting such notice, proceeding, order, suit or judgment, and all such monies collected shall be deemed paid on account of the use and occupancy of the Tenant Property or, at Landlord's election, on account of Tenant's liability hereunder.
No Implied Waivers. Landlord's granting of a consent under this Lease, or Landlord's failure to object to an action taken by Tenant without Landlord's consent under this Lease, shall not be deemed a waiver by Landlord of its right to require such consent for any further similar act of Tenant. No waiver by Landlord of any breach of any of the conditions, covenants or agreements of this Lease shall be construed, taken or held to be a waiver of any other breach or be a waiver, acquiescence in or consent to any further or succeeding breach of the same term,
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condition, covenant or agreement. None of Tenant's covenants, agreements, obligations or undertakings under this Lease, and no breach thereof, may be waived, altered or modified except by a written instrument executed by Landlord.
Remedies Not Exclusive. Subject to provisions of Article 18 and other provisions of this Lease restricting Landlord's right to terminate this Lease, no right, power or remedy conferred upon or reserved to Landlord under this Lease, or under law shall be considered exclusive of any other right, power or remedy, but shall be cumulative and shall be in addition to those existing at law or in equity, or by statute or otherwise, and may be exercised from time to time, without precluding Landlord's simultaneous or later exercise of any or all other rights, powers or remedies. No delay or omission of Landlord in exercising any right, power or remedy arising from any default shall impair any such right, power or remedy or shall be construed to be a waiver of any such default.
Waiver of Notice. Tenant expressly agrees that any notice of intention to re-enter provided in any statute or to initiate legal proceedings to that end shall run concurrently with any applicable notice period provided hereby so that any required notice period shall not be longer than the longer of such statutory notice or notice required under this Lease. Tenant waives, for and on behalf of itself and all persons and parties claiming through or under it (other than any Leasehold Mortgagee), any and all right of redemption provided by any law or now in force or hereafter enacted or otherwise, for re-entry or repossession, or to restore the operation of this Lease, in case Tenant shall be dispossessed by a judgment or by warrant of any court or judge, or in case of re-entry or repossession by Landlord, or in case of any expiration or termination of this Lease.
Suits for Damages. Suits for damages or deficiencies, or for a sum equal to any installments of Rent, Impositions and other charges and payments hereunder shall be subject to the provisions of Article 18.
Bankruptcy. Nothing in this Article contained shall limit or prejudice the right of Landlord to prove and obtain as damages in any bankruptcy, insolvency, receivership, reorganization or dissolution proceeding an amount equal to the maximum allowed by any statute or rule of law governing such proceeding and in effect at the time when such damages are to be proved, whether or not such amount be greater, equal to or less than the amount of the damages referred to any of the preceding Sections.
Leasehold Mortgagee's Rights. Notwithstanding the remedies afforded to Landlord under this Article 10, such remedies shall be subject to and subordinate to the Leasehold Mortgagees' rights granted herein.
ARTICLE 11
Additional Rights and Remedies of Landlord
11.01 Performance by Landlord. If an Event of Default shall occur and provided that a Leasehold Mortgagee has not cured such failure within the time period provided herein for such cure (provided that any notice of default required by the terms of this Lease pursuant to Section 10.2 to be given to the Leasehold Mortgagees by Landlord has been given), Landlord may, at its option (but shall not be required to), make any such payment or perform any such act, and for such purpose Landlord may enter upon the Property or Tenant Property, as applicable, and take all actions thereon as may be deemed by Landlord necessary or desirable therefor. Any amount
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paid or incurred by Landlord in effecting or attempting to cure such failure shall be additional rent due from Tenant to Landlord and shall be payable by Tenant upon demand.
11.02 Tenant to Provide Indemnification.
Unless arising from Landlord's willful and wanton misconduct, or until Landlord shall have re-entered the Property or Tenant Improvements upon expiration or termination of this Lease, (and, then, only with respect to acts or omissions by Landlord after such re-entry), Tenant agrees to indemnify, defend and save Landlord's Protected Persons harmless against and from all liabilities, claims, suits, fines, penalties, damages, losses, charges, costs, expenses and fees (including reasonable attorney's fees) which may be imposed upon, incurred by or asserted against Landlord's Protected Persons by reason of any of the following occurring during the portion of the Term during which such indemnitor was Tenant hereunder:
(i) any use, non-use, possession, occupation, condition (other than Excluded
Environmental Conditions), operation, repair, maintenance or management of the Property, or
any part thereof, or any occurrence of any of the same;
any act or omission on the part of Tenant or any subtenant, licensee or invitee, or any of its or their agents, contractors, servants, employees, licensees or invitees relating to the Property or this Lease;
any accident, injury (including death) or damage, regardless of the cause thereof, to any person or property occurring in, on or about the Property or any part thereof;
any contest permitted pursuant to the provisions of Section 4.03 or 6.07;
any litigation or proceeding related to the Property or thislease to which Landlord becomes or is made a party without fault on its part, whether commenced by or against Tenant; and
any costs which may be incurred by Landlord in enforcing any of the covenants, agreements, terms and conditions of this Lease (provided Landlord prevails in the enforcement proceeding).
The Tenant's indemnification shall survive any expiration, termination, transfer, and/or assignment of this Lease.
ARTICLE 12 Eminent Domain
12.01 Total Taking. Subject to Section 12.05, if, during the Term of this Lease, the entire Property, Tenant Property, or such substantial portion thereof of either, as shall in the reasonable good faith judgment of Tenant, subject to the prior written approval of the First Leasehold Mortgagee, which shall not be unreasonably withheld, make it economically unfeasible to continue to operate the remaining portion for the purposes herein stated, shall be taken by the exercise of the power of eminent domain; this Lease shall terminate on the date of vesting of title in the condemnor under such eminent domain proceedings, and all Rent and other sums payable by Tenant hereunder shall be prorated to the date of such vesting, and thereafter Tenant shall be relieved of all obligations to pay the Rent and to otherwise perform its agreements, obligations
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and undertakings under this Lease except those that expressly survive the termination of this Lease. The award granted with respect to such eminent domain proceedings shall be divided between Landlord, Tenant and the Leasehold Mortgagees in the following order:
to the First Leasehold Mortgagee, an amount sufficient to obtain the release and satisfaction of the First Leasehold Mortgage;
to any and all other Leasehold Mortgagees, as their interests appear, an amount sufficient to obtain a release and satisfaction of the Leasehold Mortgages;
to Tenant, an amount equal to the sum of: (y) the greater of: (1) the fair market value of the Tenant Improvements and the fair market value of the unexpired Leasehold Estate, reduced by the amount, if any, paid under the preceding Clauses (a) and (b); and (2) the replacement cost of the Tenant Improvements and the fair market value of the unexpired Leasehold Estate, reduced by the amount, if any, paid under the preceding Clauses (a) and (b); plus (3) the value of any low-income housing tax credits recaptured or not available in future years as a result of such taking; and
the balance, if any, shall be paid to Landlord.
If this Lease is terminated under this Section, then Tenant shall, if so directed by Landlord, demolish and/or remove any damaged Improvements or Tenant Improvements on any remaining Property or Tenant Property, as applicable, at the sole cost and expense of Tenant provided that all condemnation proceeds allocable to the Property or Tenant Property remaining after satisfaction of the indebtedness secured by any Leasehold Mortgages shall be available to Tenant. The obligation under this Lease to demolish and/or remove Improvements or Tenant Improvements under the foregoing sentence shall not apply to any Leasehold Mortgagee (or nominee of a Leasehold Mortgagee) that succeeds to Tenant's interest under this Lease through foreclosure of its Leasehold Mortgage or deed-in-lieu thereof.
12.02 Partial Taking.
If, during the Term, less than the entire Property or Tenant Property shall be taken by the exercise of the power of eminent domain, and, in the reasonable judgment of the First Leasehold Mortgagee, condemnation proceeds attributable to Tenant's interest in the Property or Tenant Property, as applicable, are sufficient to restore the remaining portion of the Property or Tenant Property, as applicable, so as to be not materially different from the prior value, condition and character of the Property or Tenant Property, as applicable, this Lease shall not terminate but shall continue for the remainder of the Term, subject to the provisions of this Section 12.02. The condemnation proceeds shall be made available to Tenant, and Tenant, at its expense, shall forthwith restore the remaining portion of the Property or Tenant Property, as applicable, to substantially the same value, condition and character as existed prior to such taking. If Tenant is obligated to restore the Property or Tenant Property, the proceeds of the award shall, at the election of First Leasehold Mortgagee, be deposited with the First Leasehold Mortgagee or in the Restoration Escrow and disbursed to pay the costs of such restoration. If the sum of such awards is not sufficient, Tenant shall have the right, but not the obligation, to provide the additional funds required. Landlord shall have no obligation to provide any additional funds beyond any condemnation proceeds the Landlord received.
If the First Leasehold Mortgagee reasonably determines that condemnation proceeds are insufficient to restore that portion of the Property or Tenant Property remaining after
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the taking so as to be not materially different than the value, condition and character of the Property or Tenant Property prior to such taking, and neither Tenant nor any Leasehold Mortgagee deposits with the First Leasehold Mortgagee or into the Restoration Escrow the additional funds necessary to satisfy such deficiency within ninety (90) days after the condemnation award, then the condemnation proceeds shall be applied as set forth in Section 12.01 and the requirements of Section 8.05 shall apply.
Temporary Taking. In the event of a taking for a temporary use, this Lease and the Term shall continue and the Rent thereafter due and payable shall be equitably reduced or abated. Tenant shall continue to perform and observe all of the other covenants, agreements, terms and conditions of this Lease. The entire amount of any proceeds with respect to such temporary taking shall, subject to the rights of the Leasehold Mortgagees, be paid to Tenant.
Other Governmental Action. In the case of any governmental action not resulting in the taking of any portion of the Property or Tenant Property but creating a right to compensation therefor, this Lease shall continue in full force and effect without reduction or abatement of any Rent thereafter due and payable. If such governmental action results in any damage to the Improvements or Tenant Improvements, as applicable, subject to the rights of the Leasehold Mortgagees, Tenant shall be entitled to receive such portion of the proceeds (or all of the proceeds, if required for such purpose) estimated to be necessary to remedy any such damage and compensate Tenant for any loss of certain federal low income housing tax credits as contemplated in Section 12.01(c)(3) above, and Tenant shall proceed with reasonable diligence to make all repairs, replacements, restorations and improvements necessary so to remedy such damage to the extent economically feasible, and, if the amount of such proceeds is not sufficient, Tenant shall have the right, but not the obligation, to provide the additional funds required. Subject to the rights of the Leasehold Mortgagees, any balance remaining from such proceeds, or if no damage is involved then all of such proceeds, shall be divided between Landlord and Tenant as their respective interests may appear.
Leasehold Mortgagees. The rights granted to Landlord and Tenant under this Article 12 shall be subject to the rights and interests of the Leasehold Mortgagees under the Leasehold Mortgages.
ARTICLE 13 Estoppel Certificates; Certificate of Completion
Estoppel Certificates. Upon written request by either party, or any Leasehold Mortgagee, the party to whom the request was made will promptly certify to the requesting Person, or to any proposed assignee or grantee or mortgagee or the proposed assignee of such mortgagee, whether or not this Lease is valid and subsisting, whether or not it has been modified (and if there are modifications, stating them) and whether or not the party executing the certificate has knowledge of any default or breach by the other party under any of the terms of this Lease (and if any exists, stating them).
Certificate of Completion. Upon the issuance, by the City in its municipal capacity, following completion of the rehabilitation of the Buildings and related Tenant Improvements, of a certificate of occupancy or evidence of passed final inspection, as the case may be, for work performed at the Development, Landlord shall give to Tenant a certificate of completion (in recordable form) certifying all obligations set forth in Section 5.01 have been satisfied, and Tenant shall cause such certificate to be recorded. Notwithstanding the foregoing,
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the Landlord may condition delivery of, but not issuance of, the certificate of completion upon Tenant's demonstration that it provided a copy of any newly issued certificate of occupancy or passed final inspection, as the case may be, to the Cook County Assessor's Office, if required by any Requirement.
ARTICLE 14
Title to Improvements; Surrender at End of Term
Title to Improvements. Landlord acknowledges and agrees that throughout the Term and until expiration or earlier termination of this Lease, the Tenant shall own all of the Tenant Improvements in the Tenant's name and shall hold a Leasehold Estate in all other Improvements. As such, Tenant has, and shall be entitled to, all rights and privileges of ownership of such Tenant Improvements, including without limitation: (a) the right to claim depreciation or cost recovery deductions; (b) the right to claim the low-income housing tax credit described in Section 42 of the Code; (c) the right to amortize capital costs and to claim any other federal or state tax benefits attributable to the Tenant Property; and (d) the right to transfer such Tenant Improvements in accordance with the terms and conditions of this Lease; provided, however, that Tenant may not remove or substantially alter any of the Improvements or Tenant Improvements (other than alterations permitted pursuant to Section 5.02 and the disposition; and replacement of equipment, appliances and other personal property in the ordinary course of business or in connection with the performance of its obligations under Section 6.06) without having first obtained the prior written consent of Landlord, which shall not be unreasonably withheld or delayed.
Surrender at End of Term, Early Termination of Lease. Upon the expiration of the Term, or any termination of this Lease, all Improvements and Tenant Improvements then on the Real Estate shall, together with all fixtures, used in connection with the operation of the Development, become the property of Landlord or revert to Landlord, as applicable, without any payment or allowance whatever by Landlord on account of or for such Improvements, Tenant Improvements, and fixtures, whether or not the same or any part thereof shall have been constructed by, paid for, or purchased by Tenant. Tenant shall vacate and surrender possession of the Property to Landlord without delay, free and clear of all lettings, occupancies, and licenses, and free and clear of all mortgages and other liens, claims, encumbrances and security interests, other than (i) the Permitted Exceptions, (ii) the rights of sub-tenants in possession under leases (which shall expire not later than one (1) year after the end of the Term), (iii) those, if any, created by Landlord, and (iv) those related to Excluded Environmental Conditions. Tenant agrees to execute and deliver to Landlord such quit claim deeds, bills of sale, assignments or other instruments of conveyance and release as Landlord may reasonably deem necessary to evidence such transfer of possession and title to Landlord. Tenant hereby waives any notice now or hereafter required by law with respect to vacating the Property and Tenant Property at any such termination date. All personal property of the Tenant shall remain Tenant's property, subject to security interests, and shall be removed on expiration or as soon as reasonably practical after termination of the Lease. Tenant shall not remove or substantially alter any of the Improvements or Tenant Improvements (other than the disposition and replacement of equipment, appliances and other personal property in the ordinary course of business or in connection with the performance of its obligations under Section 6.06) without first having obtained the prior written consent of Landlord, which consent shall be exercised in the Landlord's sole and absolute discretion. Notwithstanding the foregoing and subject to the rights of any Leasehold Mortgagee, Landlord may, with notice of same to Tenant prior to the Expiration Date, require Tenant to demolish, at Landlord's sole expense, all Improvements and Tenant Improvements then on the Real Estate following the termination of this Ground Lease.
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ARTICLE 15
Landlord Defaults
Landlord's Default. It shall be an event of default by Landlord under this Lease if Landlord fails to perform any term or provision to be performed by Landlord under this Lease, and such failure shall continue beyond sixty (60) days after written notice received by Landlord from Tenant specifying such event of default; provided, however, that if Landlord in good faith commences within said 60-day period and thereafter diligently prosecutes all actions required to cure such default, Landlord shall be allowed a reasonable period to effect such cure.
Upon an event of default by Landlord hereunder, Tenant shall have as its sole and exclusive remedies (a) the right, with the prior written consent of all Leasehold Mortgagees, to terminate this Lease, and (b) the right to injunctive relief or to specifically enforce Landlord's performance obligations, subject further to Section 18.01.
Exercise of Remedies. Tenant's exercise of its remedies under Section 15.01 may be exercised from time to time and as often as occasion may arise or may be deemed expedient, without precluding Tenant's simultaneous or later exercise of such remedy. No delay or omission of Tenant to exercise such remedy shall impair any such remedy or shall be construed to be a waiver of any such default or acquiescence therein.
Waivers in Writing. None of Landlord's covenants, agreements, obligations or undertakings, and no events of default of Landlord may be waived, altered, or modified except by a written instrument executed by Tenant and all Leasehold Mortgagees.
Landlord's Representations. Landlord hereby represents and warrants to Tenant that:
Landlord's execution of this Lease, and the performance by Landlord of all of the terms and conditions contained herein will not, or with the giving of notice or the passage of time, or both, would not violate or cause a breach or default under any other agreement relating to the Property to which Landlord is a party or by which it is bound;
as of the Commencement Date, there is no tenant or other occupant of the Real Estate having any right or claim to possession or use of the Real Estate other than parties having rights under the Permitted Exceptions, and public and private utilities and telecommunication providers;
Landlord has obtained the approval of the City Council of the City to execute and perform its obligations under this Lease; and
the conveyance set forth in this Lease qualifies as exception to the Plat Act, 765 ILCS 205/1 (b), and Landlord shall, if necessary, execute and deliver a Plat Act affidavit in accordance with 765 ILCS 205/5a.
ARTICLE 16 Notices
All notices or demands under this Lease shall be in writing and shall be served and given
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by personal delivery or by certified mail, return receipt requested, or by nationally-recognized overnight courier, addressed (i) if to Landlord, to such person and at such address as Landlord may by notice in writing designate to Tenant, and in the absence of such designation, to City of Chicago, Department of Housing, 121 North LaSalle Street, Room 1000, Attention: Commissioner with a copy to City of Chicago, Department of Law, 121 N. LaSalle Street, Room 600, Chicago, Illinois 60602, Attention: Real Estate and Land Use Division and a copy to City of Chicago, Department of Assets, Information and Services, 30 North LaSalle Street, Room 300, Chicago, Illinois 60602, Attention: Office of Real Estate, and (ii) if to Tenant to the address designated by Tenant in writing to Landlord, and in the absence of any such designation then:
EHDOC North Park Village Charitable Corporation
c/o Elderly Housing Development and Operations Corporation
1580 Sawgrass Corporate Parkway, Suite 100
Fort Lauderdale, Florida 33323
Attention: President
and
with a copy to: Bill Skalitzky
Applegate & Thorne-Thomsen, P.C. 425 S. Financial Place, Suite 400 Chicago, Illinois 60605
By written notice served in the foregoing manner, any party entitled to receive notices shall have the right to designate another person and another address to which notices and demands shall thereafter be sent. Each such notice or demand shall be deemed served, given and received when received or, when given by mail, shall be deemed served, given and received on the third business day after the mailing thereof.
ARTICLE 17 Miscellaneous
Covenants Running With Land. All agreements, obligations and undertakings contained in this Lease shall, except as herein specifically limited or otherwise provided, extend and inure to be binding upon Landlord's successors and assigns and Tenant's permitted successors and permitted assigns, and shall be construed as covenants running with the land. Wherever reference is made in this Lease to either party, it shall be held to include and apply to such successors and assigns.
Amendments in Writing. From time to time, the parties hereto may amend this Lease with respect to any provisions reasonably related to Tenant's use of the Tenant Property and/or Landlord's administration of said Lease. Provided, however, that such amendment(s) shall not serve to extend the Term hereof nor serve to otherwise materially alter the essential provisions contained herein. Such amendment(s) shall be in writing, shall establish the factual background necessitating such alteration, shall set forth the terms and conditions of such modification, and shall be duly executed by both Landlord and Tenant and consented to in writing by any Leasehold Mortgagee.
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Quiet Possession Landlord agrees that during the Term and so long as no Event of Default exists and is continuing hereunder, Tenant shall and may peaceably and quietly have, hold and enjoy the Real Estate demised hereby, subject to the Permitted Exceptions, without molestation or disturbance by or from Landlord or any party claiming by, through or under Landlord, and free of any encumbrance created or suffered by Landlord except for the Permitted Exceptions expressly described herein to which this Lease is made subject and subordinate.
Time of Essence. Time is of essence of this Lease and of the performance of the respective obligations, covenants and agreements of Landlord and Tenant hereunder. If the day for the performance of any obligation hereunder occurs on a calendar day other than a business day, the time for such performance shall be extended to the next business day.
Approvals. All approvals or consents required under the provisions hereof shall be in writing. Unless herein expressly otherwise provided, any approval or consent of Landlord shall be sufficiently given if signed by the Commissioner of the Department of Assets, Information and Services or any successor department thereto.
Condition of Property. Landlord has made no warranties or representations whatever with respect to the Property and, except for Excluded Environmental Conditions, Tenant accepts the Property "AS IS".
Captions. The table of contents and captions of this Lease are for convenience of reference only and in no way define, limit or describe the scope or intent of this Lease nor in any way affect this Lease.
Partial Invalidity. If any term, provision or condition of this Lease or its application to any Person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Lease and the application of such term, provision or condition to Persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term, provision and condition of this Lease shall be valid and be enforced to the fullest extent permitted by law.
Applicable Law. This Lease shall be construed and enforced in accordance with the law of the State of Illinois.
Recording of Lease. This Lease shall be recorded in its entirety with the Cook County Recorder of Deeds.
Lease Not to be Construed Against Either Party. The parties have each been represented by counsel in connection with the negotiation and drafting of this Lease. Accordingly, this Lease shall not be construed against or for either party.
Cooperation. Landlord and Tenant agree that they will cooperate with one another in all respects in furtherance of the Development. Tenant shall obtain all required and necessary permits from all Governmental Authorities in furtherance of the Development. From time to time, Tenant may request minor modifications to this Lease to satisfy the requirements of financing sources, including without limitation, government agencies and private lenders and equity sources. Landlord will use all reasonable efforts to accommodate such requests and will not unreasonably withhold or delay its approval and execution of modifications to this Lease that do not materially and adversely alter the basic terms hereof or Landlord's rights and remedies hereunder Nothing herein shall impose upon Landlord any requirement to approve any
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modification or amendment to this Lease that would violate or contravene any applicable law or any contract or agreement to which Landlord is a party or which is binding on Landlord.
.17.13 Exhibits Incorporated As Part of Lease. All exhibits attached hereto (i.e., Exhibit A through Exhibit J, inclusive) are incorporated herein by reference and constitute a material part of this Lease.
ARTICLE 18 Exculpatory Provisions
Exculpatory Provision - Landlord. It is expressly understood and agreed by Tenant, and any Person claiming by, through or under Tenant (including without limitation all Leasehold Mortgagees) that none of Landlord's covenants, undertakings or agreements herein set forth are made or intended as personal covenants, undertakings or agreements of Landlord, but are for the purpose of binding the premises demised hereby, and liability or damage for breach for nonperformance by Landlord shall be collectible only out of the premises demised hereby or available insurance proceeds, if any, and no personal liability is assumed by nor at any time may be asserted or enforced against Landlord or any other Landlord's Protected Persons or any of its or their heirs, legal representatives, successors or assigns, all such personal liability, if any, being expressly waived and released by Tenant and each Person claiming by, through or under Tenant, except for Landlord's liability for (i) fraudulent acts, and (ii) intentional or willful acts.
Exculpatory Provision - Tenant. Tenant, but not any partner (other than a general partner), officer, director, shareholder, member or manager of Tenant, nor any employee or agent of any of the foregoing, shall be personally liable for payment or performance under this Lease, it being acknowledged that Landlord's exclusive rights and remedies hereunder shall be limited to Tenant's interest in this Lease, the Improvements, Tenant Improvements and any other asset of Tenant and, to the extent provided for in Section 10.2, for the termination of this Lease and re-entry and possession of the Property. No deficiency judgment shall be sought or obtained against Tenant or any partner, officer, director, shareholder, member or manager of Tenant, nor any employee or agent of any of the foregoing (collectively, "Exculpated Parties") for any amount due under this Lease; provided, however, that, except as hereinafter provided in this Section 18.02, nothing contained herein shall either relieve the Exculpated Parties from personal liability and responsibility, or limit Landlord's other rights and remedies against the Tenant hereunder, either at law or in equity: (i) for fraudulent acts; (ii) for the fair market value of any personal property or fixtures removed or disposed of from the Property or Tenant Property in violation of the terms of this Lease; (iii) for waste committed by Tenant with respect to the Property or Tenant Property; (iv) for insurance proceeds and condemnation awards received by Tenant and not turned over to Landlord or used by Tenant for restoration or repair of the Property or Tenant Property to the extent required under this Lease; and (v) for any rents or other income from the Property received by Tenant after an Event of Default under this Lease and not applied to the fixed and operating expenses of the Development.
ARTICLE 19
Regulatory Agreements
19.01 Regulatory Agreements. Concurrently with, and as a condition to the Permitted Assignment, the Partnership, as Tenant under the Ground Lease pursuant to an Assignment and Assumption and Amendment of Ground Lease, shall enter into those agreements described in
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Exhibit H (collectively, the "Regulatory Agreements") relating to the construction and operation of the Development.
ARTICLE 20 Hazardous Materials
Definitions. As used herein, the term "Hazardous Materials" shall mean and include any hazardous, toxic or dangerous waste, substance or material defined as such in or for purposes of any of the Environmental Laws.
Prohibition Against Hazardous Materials. Tenant shall not cause any Hazardous Material to be generated, released, stored, buried or deposited over, beneath, in or on (or used in the construction of) the Real Estate or the Development, or any part thereof, from any source whatsoever, other than in accordance with applicable Environmental Laws. Except for Excluded Environmental Conditions, Tenant shall not permit any Hazardous Material to be generated, released, stored, buried or deposited over, beneath, in or on (or used in the construction of) the Property or Tenant Property, or any part thereof, from any source whatsoever, other than in accordance with applicable Environmental Laws.
Indemnity. Tenant shall indemnify, defend and hold harmless Landlord's Protected Persons, and any current or former officer, director, elected official, employee or agent of Landlord (collectively, the "Indemnitees") from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses, including, without limitation, attorney's and consultant's fees, investigation and laboratory fees, court costs and litigation expenses, known or unknown, contingent or otherwise, arising out of or in any way related to a violation of Section 20.02.
Survival. Tenant's obligations under this Article 20 shall survive the expiration or termination of this Lease.
ARTICLE 21
Tenant Disclosures and Representations
21.01 Business Relationships. Tenant acknowledges (a) receipt of a copy of Section 2-156-030 (b) of the Municipal Code of Chicago, (b) that it has read such provision and understands that pursuant to such Section 2-156-030 (b) it is illegal for any elected official of the City, or any person acting at the direction of such official, to contact, either orally or in writing, any other City official or employee with respect to any matter involving any person with whom the elected City official or employee has a "Business Relationship" (as described in Section 2-156-080 of the Municipal Code of Chicago), or to participate in any discussion in any City Council committee hearing or in any City Council meeting or to vote on any matter involving the person with whom an'elected official has a Business Relationship, and (c) notwithstanding anything to the contrary contained in this Lease, that a violation of Section 2-156-030 (b) by an elected official, or any person acting at the direction of such official, with respect to any transaction contemplated by this Lease shall be an Event of Default by Tenant under this Lease. Tenant hereby represents and warrants that no violation of Section 2-156-030 (b) has occurred with respect to this Lease or the transactions contemplated hereby.
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21.02 Patriot Act Certification. Tenant represents and warrants that neither Tenant nor
any Affiliate (as hereafter defined) thereof is listed on any of the following lists maintained by the
Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry
and Security of the U.S. Department of Commerce or their successors, or on any other list of
persons or entities with which the City may not do business under any applicable Laws: the
Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List
and the Debarred List. As used in this Section, an "Affiliate" shall be deemed to be a person or
entity related to Tenant that, directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with Tenant, and a person or entity shall be deemed to
be controlled by another person or entity, if controlled in any manner whatsoever that results in
control in fact by that other person or entity (or that other person or entity and any persons or
entities with whom that other person or entity is acting jointly or in concert), whether directly or
indirectly and whether through share ownership, a trust, a contract or otherwise.
21.03 Prohibition on Certain Contributions-Mayoral Executive Order No.2011-4.
Tenant agrees that Tenant, any person or entity who directly or indirectly has an ownership or beneficial interest in Tenant of more than 7.5 percent ("Owners"), spouses and domestic partners of such Owners, Tenant's contractors (i.e., any person or entity in direct contractual privity with Tenant regarding the subject matter of this Lease) ("Contractors"), any person or entity who directly or indirectly has an ownership or beneficial interest in any Contractor of more than 7.5 percent ("Sub-owners") and spouses and domestic partners of such Sub-owners (Tenant and all the other preceding classes of persons and entities are together the "Identified Parties"), shall not make a contribution of any amount to the Mayor of the City of Chicago (the "Mayor") or to his political fundraising committee (a) after execution of this Lease by Tenant, (b) while this Lease or any Other Contract (as hereinafter defined) is executory, (c) during the term of this Lease or any Other Contract, or (d) during any period while an extension of this Lease or any Other Contract is being sought or negotiated.
Tenant agrees that it shall not: (a) coerce, compel or intimidate its employees to make a contribution of any amount to the Mayor or to the Mayor's political fundraising committee; (b) reimburse its employees for a contribution of any amount made to the Mayor or to the Mayor's political fundraising committee; or (c) bundle or solicit others to bundle contributions to the Mayor or to her political fundraising committee.
Tenant agrees that the Identified Parties must not engage in any conduct whatsoever designed to intentionally violate this provision or Mayoral Executive Order No. 2011-4 or to entice, direct or solicit others to intentionally violate this provision or Mayoral Executive Order No.2011-4.
Tenant agrees that a violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this Section 21 or violation of Mayoral Executive Order No. 2011-4 constitutes a breach and default under this Lease, and under any Other Contract unless cured within thirty (30) days after written notice of default from the City, and, if not cured within such cure period (which may be by return of any contribution which violates said Executive Order) shall entitle the City to all remedies under this Agreement, and under any Other Contract, at law and in equity.
If Tenant intentionally violates this provision or Mayoral Executive Order No. 2011-4 prior to the Closing, the City may elect to decline to close the transaction contemplated by this Lease.
For purposes of this provision:
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"Bundle" means to collect contributions from more than one source, which contributions are then delivered by one person to the Mayor or to her political fundraising committee.
"Other Contract" means any other agreement with the City to which Tenant is a party that is (i) formed under the authority of Chapter 2-92 of the Municipal Code of Chicago; (ii) entered into for the purchase or lease of real or personal property; or (iii) for materials, supplies, equipment or services which are approved or authorized by the City Council.
"Contribution" means a "political contribution" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended.
Individuals are "domestic partners" if they satisfy the following criteria:
they are each other's sole domestic partner, responsible for each other's common welfare; and
neither party is married; and
the partners are not related by blood closer than would bar marriage in the State of Illinois; and
each partner is at least 18 years of age, and the partners are the same sex, and the partners reside at the same residence; and
two of the following four conditions exist for the partners:
The partners have been residing together for at least 12 months.
The partners have common or joint ownership of a residence.
The partners have at least two of the following arrangements:
joint ownership of a motor vehicle;
joint credit account;
a joint checking account;
a lease for a residence identifying both domestic partners as tenants.
Each partner identifies the other partner as a primary beneficiary in a will.
"Political fundraising committee" means a "political fundraising committee" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended.
21.04 Waste Ordinance Provisions. In accordance with Section 11-4-1600(e) of the Municipal Code of Chicago, Tenant warrants and represents that it, and to the best of its knowledge, its contractors and subcontractors, have not violated and are not in violation of any provisions of Section 7-28 or Section 11-4 of the Municipal Code (the "Waste Sections"). During the period while this Lease is executory, Tenant's, any general contractor's or any subcontractor's violation of the Waste Sections, whether or not relating to the performance of this Lease,
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constitutes a breach of and an event of default under this Lease, for which the opportunity to cure, if curable, will be granted only at the sole designation of the Chief Procurement Officer. Such breach and default entitle the City to all remedies under the Lease, at law or in equity. This section does not limit Tenant's, general contractor's and its subcontractors' duty to comply with all applicable federal, state, county and municipal laws, statutes, ordinances and executive orders, in effect now or later, and whether they appear in this Lease. Non-compliance with these terms and conditions shall be a default by Tenant under this Lease and may further affect the Tenant's eligibility for future contract awards.
Failure to Maintain Eligibility to do Business with City. Failure by Tenant or any controlling person (as defined in Section 1-23-010 of the Municipal Code of Chicago) thereof to maintain eligibility to do business with the City of Chicago as required by Section 1-23-030 of the Municipal Code of Chicago shall be a default by Tenant under this Lease. Developer shall always comply with Section 2-154-020 of the Municipal Code of Chicago.
Cooperation with the Office of Inspector General. It is the duty of Tenant and any bidder, proposer, contractor, subcontractor, and every applicant for certification of eligibility for a City contract or program, and all officers, directors, agents, partners, and employees of any such grantee, subgrantee, bidder, proposer, contractor, subcontractor or such applicant to cooperate with the Inspector General in any investigation or hearing-undertaken pursuant to Chapter 2-56 of the Municipal Code. Tenant represents and warrants that it understands and will abide by all provisions of Chapter 2-56 of the Municipal Code and that Tenant will inform its contractors and subcontractors of this provision and require their compliance.
2014 CITY HIRING PLAN.
The City is subject to the June 16, 2014 "City of Chicago Hiring Plan" (as amended, the "2014 City Hiring Plan") entered in Shakman v. Democratic Organization of Cook County, Case No 69 C 2145 (United States District Court for the Northern District of Illinois). Among other things, the 2014 City Hiring Plan prohibits the City from hiring persons as governmental employees in non-exempt positions on the basis of political reasons or factors.
The Tenant is aware that City policy prohibits City employees from directing any individual to apply for a position with the Tenant, either as an employee or as a subcontractor, and from directing the Tenant to hire an individual as an employee or as a subcontractor. Accordingly, the Tenant must follow its own hiring and contracting procedures, without being influenced by City employees. Any and all personnel provided by the Tenant under this Lease are employees or subcontractors of the Tenant, not employees of the City of Chicago. This Lease is not intended to and does not constitute, create, give rise to, or otherwise recognize an employer-employee relationship of any kind between the City and any personnel provided by the Tenant.
The Tenant will not condition, base, or knowingly prejudice or affect any term or aspect of the employment of any personnel provided under this Lease, or offer employment to any individual to provide services under this Lease, based upon or because of any political reason or factor, including, without limitation, any individual's political affiliation, membership in a political organization or party, political support or activity, political financial contributions, promises of such political support, activity or financial contributions, or such individual's political sponsorship or recommendation. For purposes of this Lease, a political organization or party is an identifiable group or entity that has as its primary purpose the support of or opposition to candidates for
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elected public office. Individual political activities are the activities of individual persons in support of or in opposition to political organizations or parties or candidates for elected public office.
In the event of any communication to the Tenant by a City employee or City official in violation of Section 21.07(b) above, or advocating a violation of Section 21.07(c) above, the Tenant will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section of the City's Office of the Inspector General (the "OIG"), and also to the head of the relevant City Department utilizing services provided under this Lease. The Tenant will also cooperate with any inquiries by the OIG.
21.08 FOIA AND LOCAL RECORDS ACT COMPLIANCE.
FOIA. Tenant acknowledges that the City is subject to the Illinois Freedom of Information Act, 5 ILCS 140/1 et. seg., as amended ("FOIA"). The FOIA requires the City to produce records (very broadly defined in the FOIA) in response to a FOIA request in a very short period of time, unless the records requested are exempt under the FOIA. If Tenant receives a request from the City to produce records within the scope of FOIA, that would be otherwise required under this Lease then Tenant covenants to comply with such request within two (2) Business Days of the date of such request. Failure by Tenant to timely comply with such request will be a breach of this Lease.
Exempt Information. Documents that Tenant submits to the City under Section 21.08, or otherwise during the Term of the Lease that contain trade secrets and commercial or financial information may be exempt if disclosure would result in competitive harm. However, for documents submitted by Tenant to be treated as a trade secret or information that would cause competitive harm, FOIA requires that Tenant mark any such documents as "proprietary, privileged or confidential." If Tenant marks a document as "proprietary, privileged and confidential", then the Department of Housing will evaluate whether such document may be withheld under the FOIA. The Department of Housing, in its discretion, will determine whether a document will be exempted from disclosure, and that determination is subject to review by the Illinois Attorney General's Office and/or the courts.
(c) Local Records Act. Tenant acknowledges that the City is subject to the Local Records Act, 50 ILCS 205/1 et. seg., as amended (the "Local Records Act"). The Local Records Act provides that public records may only be disposed of as provided in the Local Records Act. If requested by the City, Tenant covenants to use its best efforts consistently applied to assist the City in its compliance with the Local Records Act concerning records arising under or in connection with this Lease and the transactions contemplated in the Lease.
ARTICLE 22
Early Recordation of Assignment; Termination And Release
Landlord and Tenant hereby agree that this Lease shall be recorded on or about
, 2020, in advance of the scheduled , 2020
project finance closing on the express condition that if Tenant and Partnership fail to close the
to by ,
2020, this Lease shall automatically terminate on , 2020 and the
Landlord and Tenant shall be fully released from the terms, conditions and all provisions of this
Lease, , ,
and . The closing of
45
shall be evidenced by the execution and recording of (a)
; (c)
and (d) . Upon the closing of the
, this Article 22 shall be null and void and
without further force and effect.
[Signature Page Follows]
46
IN WITNESS WHEREOF, this Lease is executed as of the date first written above by the duly authorized officers or representatives of the parties hereto.
LANDLORD:
CITY OF CHICAGO, an Illinois municipal corporation and home rule unit of government
By: Department of Housing
Marisa C. Novara Commissioner
By: Department of Assets, Information and Services
David J. Reynolds, P.E., LEED AP Commissioner
Approved as to Form and Legality:
Assistant Corporation Counsel Real Estate and Land Use Division
TENANT:
EHDOC NORTH PARK VILLAGE CHARITABLE CORPORATION, an Illinois not for profit corporation
By:
Name: Melanie Ribeiro Its: Vice President
STATE OF FLORIDA COUNTY OF BROWARD
I, the undersigned, a Notary Public in and for the county and State aforesaid, do hereby certify that Melanie Ribeiro, personally known to me to be the Vice President of EHDOC North Park Village Charitable Corporation, an Illinois not for profit corporation ("Tenant"), and the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that as such officer of Tenant, she signed and delivered said instrument pursuant to authority duly given and as her free and voluntary act, and as the free and voluntary act and deed of Tenant for the uses and purposes therein set forth.
GIVEN under my hand and official seal this day of , 2020.
Notary Public
STATE OF ILLINOIS
SS.
COUNTY OF COOK
I, the undersigned, a Notary Public, in and for said County, in the State aforesaid, DO HEREBY CERTIFY that David J. Reynolds, Commissioner of the Department of Assets, Information and Services of the City of Chicago (the "City"), who is personally known to me to be the same person whose name is subscribed to the foregoing instrument as such Commissioner, appeared before me this day in person and acknowledged that he signed and delivered said instrument as his own free and voluntary act and as the free and voluntary act of the City, for the uses and purposes therein set forth.
GIVEN under my hand and official seal this day of , 2020.
Notary Public
STATE OF ILLINOIS
SS.
COUNTY OF COOK
I, the undersigned, a Notary Public, in and for said County, in the State aforesaid, DO HEREBY CERTIFY that Marisa C. Novara, Commissioner of the Department of Housing of the City of Chicago (the "City"), who is personally known to me to be the same person whose name is subscribed to the foregoing instrument as such Commissioner, appeared before me this day in person and acknowledged that she signed and delivered said instrument as her own free and voluntary act and as the free and voluntary act of the City, for the uses and purposes therein set forth.
GIVEN under my hand and official seal this day of , 2020.
Notary Public
EXHIBIT A
LEGAL DESCRIPTION OF THE REAL ESTATE
PARCEL 1:
THAT PART OF THE SOUTHWEST QUARTER OF SECTION 2, TOWNSHIP 40 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS; COMMENCING AT THE SOUTHWEST CORNER OF SAID SOUTHWEST QUARTER; THENCE NORTH 0°09'57" WEST ALONG THE WEST LINE OF SAID SOUTHWEST QUARTER 1083.05 FEET; THENCE NORTH 89°48'35" EAST 1033.03 FEET; THENCE CONTINUING NORTH 89°48'35" EAST 107.24 FEET TO THE POINT OF BEGINNING; THENCE NORTH 00°11'25" WEST 87.43 FEET; THENCE NORTH 89°48'35" EAST 28.38 FEET; THENCE NORTH 00°11'25" WEST 184.65 FEET; THENCE SOUTH 89°48'47" WEST 48.12 FEET; THENCE NORTH 00°11'24" WEST 12.47 FEET; THENCE NORTHWESTERLY 12.44 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 7.23 FEET AND WHOSE CHORD BEARS NORTH 39°39'50" WEST A DISTANCE OF 10.96 FEET; THENCE SOUTH 89°29'13" WEST 36.65 FEET; THENCE NORTH 00o30'47" WEST 58.66 FEET; THENCE NORTHWESTERLY 138.91 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 228.20 FEET AND WHOSE CHORD BEARS NORTH 19°51'27" WEST A DISTANCE OF 136.78 FEET; THENCE NORTH 65°02'13" EAST 29.22 FEET; THENCE SOUTHEASTERLY 14.61 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE SOUTHWEST, HAVING A RADIUS OF 30.25 FEET AND WHOSE CHORD BEARS SOUTH 17°03'04" EAST A DISTANCE OF 14.47 FEET; THENCE SOUTH 28°51'51" EAST 10.44 FEET; THENCE SOUTHEASTERLY AND NORTHEASTERLY 19.49 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE SOUTHEAST, HAVING A RADIUS OF 7.12 FEET AND WHOSE CHORD BEARS NORTH 81°50'58" EAST A DISTANCE OF 13.96 FEET; THENCE NORTH 01o00'36" EAST 14.73 FEET; THENCE NORTH 89051'38" EAST 173.51 FEET; THENCE SOUTHEASTERLY 129.23 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 430.64 FEET AND WHOSE CHORD BEARS SOUTH 18°13'52" EAST A DISTANCE OF 128.75 FEET; THENCE NORTH 89°4nO" EAST 141.00 FEET; THENCE NORTH 88°53'02" EAST 129.80 FEET; THENCE SOUTHEASTERLY 263.81 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 1176.79 FEET AND WHOSE CHORD BEARS SOUTH 85°14'32" EAST A DISTANCE OF 263.26 FEET; THENCE SOUTH 77°09'42" EAST 103.31 FEET; THENCE SOUTHEASTERLY 163.97 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 200.00 FEET AND WHOSE CHORD BEARS SOUTH 53o40'29" EAST A DISTANCE OF 159.42 FEET; THENCE SOUTH 08°54'36" WEST 30.45 FEET; THENCE SOUTHWESTERLY 67.31 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE SOUTHEAST, HAVING A RADIUS OF 167.07 FEET AND WHOSE CHORD BEARS SOUTH 19°09'55" WEST A DISTANCE OF 66.85 FEET; THENCE SOUTH 29°38'24" WEST 199.28 FEET; THENCE SOUTHWESTERLY 169.70 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE SOUTHEAST, HAVING A RADIUS OF 169.72 FEET AND WHOSE CHORD BEARS SOUTH 58°14' 25" WEST A DISTANCE OF 162.72 FEET; THENCE SOUTH 89°45'54" WEST 354.14 FEET; THENCE NORTHWESTERLY 49.89 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE SOUTHWEST, HAVING A RADIUS OF 96.50 FEET AND WHOSE CHORD BEARS NORTH 75°24'36" WEST A DISTANCE OF 49.34 FEET; THENCE NORTH 60°36'40" WEST 202.10 FEET; THENCE NORTHWESTERLY 56.88 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 92.91 FEET AND WHOSE CHORD BEARS NORTH 75°55'34" WEST A DISTANCE OF 56.00 FEET; THENCE NORTH 89°32'35" WEST 18.75 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. PARCEL 2:
A-1
THAT PART OF THE SOUTHWEST QUARTER OF SECTION 2, TOWNSHIP 40 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS; COMMENCING AT THE SOUTHWEST CORNER OF SAID SOUTHWEST QUARTER; THENCE NORTH 0°09'57" WEST ALONG THE WEST LINE OF SAID SOUTHWEST QUARTER 1083.05 FEET; THENCE NORTH 89°48'35" EAST 1033.03 FEET; THENCE CONTINUING NORTH 89°48'35" EAST 107.24 FEET; THENCE SOUTH 89°32'35" EAST 18.75 FEET; THENCE SOUTHEASTERLY 56.88 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE SOUTHWEST, HAVING A RADIUS OF 92.91 FEET AND WHOSE CHORD BEARS SOUTH 75°55'34" EAST A DISTANCE OF 56.00 FEET; THENCE SOUTH 60°36'40" EAST 202.10 FEET; THENCE SOUTHEASTERLY 49.89 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 96.50 FEET AND WHOSE CHORD BEARS SOUTH 75°24'36" EAST A DISTANCE OF 49.34 FEET; THENCE NORTH 89°45'54" EAST 7.57 FEET; THENCE SOUTH 00°14'06" EAST 25.50 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°45'54" EAST 230.00 FEET; THENCE SOUTH 00°14'03" EAST 47.57 FEET; THENCE 361.69 FEET ALONG THE ARC OF A CIRCLE HAVING A RADIUS OF 115.00 FEET CONCAVE SOUTHERLY AND WHOSE CHORD BEARS SOUTH 89°51 '59" WEST A DISTANCE OF 230.00 FEET; THENCE NORTH 00°14'06" WEST 47.16 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS
COMMONLY KNOWN AS 5801 N. PULASKI, BUILDING H, CHICAGO, ILLINOIS 60646
PERMANENT REAL ESTATE INDEX NUMBER: (A part of) 13-02-300-010-0000 (FEE ESTATE AND OTHER FEE ESTATE PROPERTY)
PERMANENT REAL ESTATE INDEX NUMBER NOT YET ESTABLISHED FOR THE LEASEHOLD ESTATE AND OTHER LEASEHOLD PROPERTY
A-2
EXHIBIT B DEPICTION OF THE REAL ESTATE INSERT ONCE LEGAL BOUNDARY IS FINALIZED
B-1
EXHIBIT B-1
ATTACH ALTA SURVEY OF REAL ESTATE TO ESTABLISH THE DEFINITIVE BOUNDARIES (THAT WON'T BE TO SCALE IN EXHIBIT B)
B-1-1
EXHIBIT C
PERMITTED EXCEPTIONS
General Real Estate Taxes not yet due and payable.
Rights of Public and Quasi-Public utilities for maintenance of utility facilities.
Easement in favor of Commonwealth Edison Company established by Electric Facilities Agreement recorded February 7, 1980 as document no. 25353367.
Grant of Conservation Right in the Form of an Easement dated February 16, 1989 made by the City of Chicago to the Corporation for Open Lands recorded May 24, 1989 as document
no. 89235785, as amended by document no. and the Plat of Survey "to be
attached to and constitute an integral part of said Grant of Conservation Right," which plat was recorded August 4, 1999 as document no. 99741664.
Permanent non-exclusive easements for emergency ingress and egress through the "Common Areas" as established in Sections 5.06 and 5.07 of the Lease between the City of Chicago and Edward M. Marx Apartments, Inc. recorded on February 8, 2011 as document no. 1103918057 (the "Lease") and as labelled and depicted in Exhibits C and D to the Lease.
Easements in favor of Comcast of Florida/lllinois/Michigan, Inc. established by Grants of Easement dated April 18, 2012 and recorded as documents nos. 1210910072 and 1817113086.
Easement in favor of Peoples Gas Company recorded March 25, 2011 as document no. 110844042 and supplemented by document no. 1130545030.
C-1
EXHIBIT D LEASEHOLD MORTGAGEES None
D-1
EXHIBIT E
COVER PAGE TO THE PLANS AND TABLE OF CONTENTS FOR THE
SPECIFICATIONS
[INSERT]
EXHIBIT F
DIAGRAMS OF SHARED CAMPUS ROADS, SEMI-CIRCULAR PARKING AREA AND PARKING EASEMENT FOR CITY USE
F-1
EXHIBIT G
INSURANCE REQUIREMENTS A. INSURANCE REQUIRED-TENANT
Tenant must provide and maintain at Tenant's own expense or cause to be maintained, during the term of the Agreement and during the time period following expiration if Tenant is required to return and perform any work, services, or operations, the insurance coverages and requirements specified below, insuring all work, services, or operations related to the Agreement.
Workers Compensation and Employers Liability (Primary and Umbrella) Workers Compensation Insurance, as prescribed by applicable law covering all employees who are to provide a service under this Agreement and Employers Liability coverage with limits of not less than $1,000,000 each accident; $1,000,000 disease-policy limit and $1,000,000 disease-each employee, or the full per occurrence limits of the policy, whichever is greater.
Tenant may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.
Commercial General Liability (Primary and Umbrella)
Commercial General Liability Insurance or equivalent must be maintained with limits of not less than $1,000,000 per occurrence, or the full per occurrence limits of the policy, whichever is greater, for bodily injury, personal injury, and property damage liability. Coverages must include but not be limited to the following: All premises and operations, products/completed operations, abuse and molestation, explosion, collapse, underground, separation of insureds, defense, and contractual liability (not to include Endorsement CG 21 39 or equivalent).
The City must be provided additional insured status with respect to liability arising out of Tenant's work, services or operations performed on behalf of the City. The City's additional insured status must apply to liability and defense of suits arising out of Tenant's acts or omissions, whether such liability is attributable to the Tenant or to the City on an additional insured endorsement form acceptable to the City. The full policy limits and scope of protection also will apply to the City as an additional insured, even if they exceed the City's minimum limits required herein. Tenant's liability insurance must be primary without right of contribution by any other insurance or self-insurance maintained by or available to the City.
Tenant may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.
Automobile Liability (Primary and Umbrella)
When any motor vehicles (owned, non-owned and hired) are used in connection with work, services, or operations to be performed, Automobile Liability Insurance must be maintained by the Tenant with limits of not less than $1,000,000 per occurrence, or the full per occurrence limits of the policy, whichever is greater, for bodily injury and property
G-1
damage and covering the ownership, maintenance, or use of any auto whether
owned, leased, non-owned or hired used in the performance of the work or services. The
City is to be added as an additional insured on a primary, non-contributory basis.
Tenant may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.
Excess/Umbrella
Excess/Umbrella Liability Insurance must be maintained with limits of not less than $10,000,000 per occurrence, or the full per occurrence limits of the policy, whichever is greater. The policy/policies must provide the same coverages/follow form as the underlying Commercial General Liability, Automobile Liability, Employers Liability and Completed Operations coverage required herein and expressly provide that the excess or umbrella policy/policies will drop down over reduced and/or exhausted aggregate limit, if any, of the underlying insurance. The Excess/Umbrella policy/policies must be primary without right of contribution by any other insurance or self-insurance maintained by or available to the City.
Tenant may use a combination of primary and excess/umbrella policies to satisfy the limits of liability required in sections A.1, A.2, A.3 and A.4 herein.
Errors & Omissions/Professional Liability
When any architects, engineers, real estate/property site professionals, program manager/administrator or any other professional consultants perform services in connection with this Agreement, Professional Liability Insurance must be maintained covering acts, errors, or omissions with limits of not less than $2,000,000. When policies are renewed or replaced, the policy retroactive date must coincide with, or precede start of work or services related to the Agreement. A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years.
Blanket Crime
Blanket Commercial Crime coverage or equivalent covering all loss or damage by employee dishonesty, robbery, burglary, theft, destruction, or disappearance, computer fraud, credit card forgery, and other related crime risks. The policy limit must be written to cover losses in the amount of maximum monies collected, received and in the possession of Tenant at any given time. The City must be named as a loss payee. Coverage must include, but not limited to, third party fidelity coverage, including coverage for loss due to theft and must not contain a requirement for an arrest and/or conviction.
7) Tenant is responsible for all loss or damage to personal property (including but not
limited to materials, equipment, tools and supplies), owned, rented or used by Tenant.
B. INSURANCE REQUIRED - GENERAL CONTRACTOR
The Contractor must provide and maintain at Contractor's own expense, until Contract completion and during the time period following final completion if Contractor is required to return and perform any additional work, services, or operations, the insurance coverages and requirements specified below, insuring all operations related to the Contract.
G-2
Workers Compensation and Employers Liability
Workers Compensation Insurance, as prescribed by applicable law covering all employees who are to provide a service under this Contract and Employers Liability coverage with limits of not less than $1,000,000 each accident, $1,000,000 disease-policy limit, and $1,000,000 disease-each employee, or the full per occurrence limits of the policy, whichever is greater.
Contractor may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.
Commercial General Liability (Primary and Umbrella)
Commercial General Liability Insurance or equivalent must be maintained with limits of . not less than $1,000,000 per occurrence, or the full per occurrence limits of the policy, whichever is greater, for bodily injury, personal injury, and property damage liability. Coverages must include but not be limited to the following: All premises and operations, products/completed operations, explosion, collapse, underground, separation of insureds, defense, contractual liability (not to include endorsement CG 21 39 or equivalent).
The Tenant and City must be provided additional insured status with respect to liability arising out of Contractor's work, services or operations and completed operations performed on behalf of the Tenant and City. Such additional insured coverage must be provided on ISO form CG 2010 10 01 and CG 2037 10 01 or endorsement form at least as broad for ongoing operations and completed operations. The Tenant and City's additional insured status must apply to liability and defense of suits arising out of Contractor's acts or omissions, whether such liability is attributable to the Contactor or to the Tenant and City. The full policy limits and scope of protection also will apply to the Tenant and to City as additional insureds, even if they exceed the City's minimum limits required herein. Contractor's liability insurance must be primary without right of contribution by any other insurance or self-insurance maintained by or available to the Tenant and to the City.
Contractor may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.
Automobile Liability (Primary and Umbrella)
Contractor must maintain Automobile Liability Insurance with limits of not less than $1,000,000 per occurrence, or the full per occurrence limits of the policy, whichever is greater, for bodily injury and property damage and covering the ownership, maintenance, or use of any auto whether owned, leased, non-owned or hired used in the performance of the work or devices, both on and off the City site including loading and unloading. If applicable, Coverage extension must include an MCS-90 endorsement where required by the Motor Carrier Act of 1980. The City is to be named as an additional insured on a primary, non-contributory basis.
Contractor may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.
G-3
Excess/Umbrella
Excess/Umbrella Liability Insurance must be maintained with limits of not less than $5,0000,000 per occurrence, or the full per occurrence limits of the policy, whichever is greater. The policy/policies must provide the same coverages/follow form as the underlying Commercial General Liability, Automobile Liability, Employers Liability and Completed Operations coverage required herein and expressly provide that the excess or umbrella policy/policies will drop down over reduced and/or exhausted aggregate limit, if any, of the underlying insurance. If a general aggregate limit applies the general aggregate must apply per project/location. The Excess/Umbrella policy/policies must be primary without right of contribution by any other insurance or self-insurance maintained by or available to the City.
Contractor may use a combination of primary and excess/umbrella policies to satisfy the limits of liability required in sections A:1, A.2, A.3 and A.4 herein.
Builders Risk
When Contractor undertakes any construction, including improvements, betterments, and/or repairs, Contractor must provide or cause to be provided, All Risk Builders Risk Insurance at replacement cost for materials, supplies, equipment, machinery and fixtures that are or will be part of the permanent facility/project. Coverages must include but not limited to the following: material stored off-site and in-transit, equipment breakdown, flood, water including overflow, leakage, sewer backup or seepage, collapse, debris removal, loss resulting from faulty workmanship or materials, testing and mechanical-electrical breakdown or failure, when applicable. The City is to be named as an additional insured and loss payee.
Contractor is responsible for all loss or damage to personal property (including but not limited to materials, equipment, tools and supplies) owned, rented, or used by Contractor.
Contractors Pollution Liability
When any work performed involves a potential pollution risk that may arise from the operations of Contractor's scope of services, Contractors Pollution Liability must be provided or caused to be provided, covering bodily injury, property damage and other losses caused by pollution conditions with limits of not less than $2,000,000 per occurrence. Coverage must include but not be limited to completed operations, contractual liability, defense, excavation, environmental cleanup, remediation and disposal and if applicable, include transportation and non-owned disposal coverage. When policies are renewed or replaced, the policy retroactive date must coincide with or precede, start of work on the Contract. A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years. The City is to be named as an additional insured.
Asbestos/Lead Abatement Liability
When any asbestos or lead abatement work is performed in connection with the Contract, Asbestos/Lead Abatement Liability Insurance must be provided or cause to be provided, with limits of not less than $2,000,000 per occurrence covering bodily injury, property damage and environmental cleanup. When policies are renewed or replaced, the policy retroactive date must coincide with or precede start of work on the Contract. A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years. The City is to be named as an additional insured on a primary,
G-4
non-contributory basis.
C. ADDITIONAL REQUIREMENTS
Evidence of Insurance. Tenant and Contractor must furnish the City of Chicago, Department of Housing, Room 1006, 121 N. LaSalle Street, Chicago, IL 60602, original certificates of insurance and additional insured endorsement, or other evidence of insurance, to be in force on the date of this Agreement, and renewal certificates of Insurance and endorsement, or such similar evidence, if the coverages have an expiration or renewal date occurring during the term of this Agreement. Tenant and Contractor must submit evidence of insurance prior to execution of Agreement. The receipt of any certificate does not constitute Agreement by the City that the insurance requirements in the Agreement have been fully met or that the insurance policies indicated on the certificate are in compliance with all requirements of Agreement. The failure of the City to obtain, nor the City's receipt of, or failure to object to a non-complying insurance certificate, endorsement or other insurance evidence from Tenant and Contractor, its insurance broker(s) and/or insurer(s) will not be construed as a waiver by the City of any of the required insurance provisions. Tenant and Contractor must advise all insurers of the Agreement provisions regarding insurance. The City in no way warrants that the insurance required herein is sufficient to protect Tenant and Contractor for liabilities which may arise from or relate to the Agreement. The City reserves the right to obtain complete, certified copies of any required insurance policies at any time.
Failure to Maintain Insurance. Failure of the Tenant and Contractor to comply with required coverage and terms and conditions outlined herein will not limit Tenant and Contractor's liability or responsibility nor does it relieve Tenant and Contractor of the obligation to provide insurance as specified in this Agreement. Nonfulfillment of the insurance conditions may constitute a violation of the Agreement, and the City retains the right to suspend this Agreement until proper evidence of insurance is provided, or the Agreement may be terminated.
Notice of Material Change, Cancellation or Non-Renewal. Tenant and Contractor must provide for thirty (30) days prior written notice to be given to the City in the event coverage is substantially changed, canceled or non-renewed and ten (10) days prior written notice for nonpayment of premium.
Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions on referenced insurance coverages must be borne by Tenant and Contractor.
Waiver of Subrogation. Tenant and Contractor hereby waives its rights and agrees to require their insurers to waive their rights of subrogation against the City under all required insurance herein for any loss arising from or relating to this Agreement. Tenant and Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City received a waiver of subrogation endorsement for Tenant and Contractor's insurer(s).
Tenant and Contractor's Insurance Primary. All insurance required of Tenant and Contractor under this Agreement shall be endorsed to state that Tenant and Contractor's insurance policy is primary and not contributory with any insurance carrier by the City.
No Limitation as to Tenant and Contractor's Liabilities. The coverages and limits furnished by Tenant and Contractor in no way limit the Tenant and Contractor's liabilities and responsibilities specified within the Agreement or by law.
G-5
No Contribution by City. Any insurance or self-insurance programs maintained by the City do not contribute with insurance provided by Tenant and Contractor under this Agreement.
Insurance not Limited by Indemnification. The required insurance to be carried is not limited by any limitations expressed in the indemnification language in this Agreement or any limitation placed on the indemnity in this Agreement given as a matter of law.
Insurance and Limits Maintained. If Tenant and Contractor maintains higher limits and/or broader coverage than the minimums shown herein, the City requires and shall be entitled the higher limits and/or broader coverage maintained by Tenant and Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Joint Venture or Limited Liability Company. If Tenant and/or Contractor is a joint venture or limited liability company, the insurance policies must name the joint venture or limited liability company as a named insured.
Other Insurance obtained by Tenant and Contractor. If Tenant and Contractor desire additional coverages, the Tenant and Contractor will be responsible for the acquisition and cost.
Insurance required of Subcontractors. Tenant and Contractor shall name Subcontractor(s) as a named insured(s) under Tenant's or Contractor's insurance or Tenant and Contractor will require each Subcontractor(s) to provide and maintain Commercial General Liability, Commercial Automobile Liability, Worker's Compensation and Employers Liability Insurance and when applicable, Excess/Umbrella Liability Insurance and Professional Liability Insurance with coverage at least as broad as in outlined in Section A, Insurance Required. The limits of coverage will be determined by Tenant and Contractor. Tenant and Contractor shall determine if Subcontractor(s) must also provide any additional coverage or other coverage outlined in Section A, Insurance Required. Tenant and Contractor are responsible for ensuring that each Subcontractor has named the City as an additional insured where required and name the City as an additional insured on an endorsement form at least as broad and acceptable to the City. Tenant and Contractor are also responsible for ensuring that each Subcontractor has complied with the required coverage and terms and conditions outlined in this Section B, Additional Requirements. When requested by the City, Tenant and Contractor must provide to the City certificates of insurance and additional insured endorsements or other evidence of insurance. The City reserves the right to obtain complete, certified copies of any required insurance policies at any time. Failure of the Subcontractor(s) to comply with required coverage and terms and conditions outlined herein will not limit Tenant's liability or responsibility.
City's Right to Modify. Notwithstanding any provisions in the Agreement to the contrary, the City, Department of Finance, Risk Management Office maintains the right to modify, delete, alter or change these requirements.
G-6
EXHIBIT H REGULATORY AGREEMENTS None
H-1
EXHIBIT I
DIAGRAMS OF EMERGENCY INGRESS AND EGRESS EASEMENT ENCUMBERING A PORTION OF THE LEASEHOLD ESTATE IN FAVOR OF EDWARD M. MARX
APARTMENTS, INC.
1-1
EXHIBIT J FORM OF PARTY WALL AGREEMENT
1-2
EXHIBIT D
Assignment and Assumption and Amendment of Ground Lease
This instrument was prepared by and after recording, should be returned to:
Kalpana Plomin
Assistant Corporation Counsel
Real Estate and Land Use Division
Department of Law
City of Chicago
121 N. LaSalle Street, Room 600 Chicago, Illinois 60602
ASSIGNMENT AND ASSUMPTION AND AMENDMENT OF GROUND LEASE
(North Park Village Apartments)
This Assignment and Assumption and Amendment of Ground Lease (North Park Village
Apartments) (the "Assignment") is entered into as of the day of , 2020 (the
"Effective Date"), by and between EHDOC NORTH PARK VILLAGE CHARITABLE CORPORATION, an Illinois not for profit corporation (the "Assignor") and EHDOC NORTH PARK VILLAGE LIMITED PARTNERSHIP, an Illinois limited partnership (the "Assignee"), and is joined in by the CITY OF CHICAGO ("City"), an Illinois municipal corporation and home rule unit of government, acting by and through its Department of Housing ("DOH") and its Department of Assets, Information and Services ('"Landlord"), for the purpose of the assignment and amendments specified herein.
WITNESSETH:
WHEREAS, the Assignor, as the "Tenant," has entered into a Ground Lease dated as of
, 2020 (the "Lease") with the Landlord, pursuant to which Landlord has granted
to the Tenant an undivided leasehold estate in the Real Estate, which is described in Exhibit A attached hereto and made part hereof; and
WHEREAS, the Assignor desires to assign to the Assignee its interest as Tenant under the Lease, and Assignee has agreed to assume the Assignor's interest as tenant and to become the Tenant under the Lease:
WHEREAS, the Assignor desires to assure that the Lease will be used to further Assignor's purpose of developing and rehabilitating affordable housing for the Elderly on the Leasehold
|1010|
Estate and thereby seeks to amend the Lease as shown below and have the Assignee enter into various financing and regulatory agreements that will further ensure that the Leasehold Estate is used to provide affordable housing for the Elderly;
WHEREAS, Assignee agrees to the below-amendments to the Lease and further agrees to enter into the contemplated financing and regulatory agreements; and
NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Assignor and Assignee agree as follows:
Definitions. Capitalized terms not defined herein shall have the meaning ascribed to them in the Lease.
Assignment. The Assignor hereby assigns to the Assignee all of the Assignor's rights, title and interest as Tenant under the Lease, including its duties and obligations thereunder. This assignment is effective as of the Effective Date.
Assumption. The Assignee hereby accepts and agrees to be bound by the Lease and assumes all of the Assignor's rights, title, interest, duties and obligations as Tenant thereunder. This assumption is effective as of the Effective Date.
Amendments. From and after the Effective Date, the Lease is hereby amended as follows:
The definition of Leasehold Mortgage in Section 2.01 (hh) is hereby amended as follows:
"Leasehold Mortgage" shall mean any or all of the First Leasehold Mortgage, Second Leasehold Mortgage, Third Leasehold Mortgage, Fourth Leasehold Mortgage, Fifth Leasehold Mortgage or Sixth Leasehold Mortgage, as the context may require, together with any replacement leasehold mortgage granted in connection with a Permitted Refinancing.
The definition of Leasehold Mortgagee in Section 2.01(ii) is hereby amended as follows:
"Leasehold Mortgagee" shall mean any or all of the First Leasehold Mortgagee, Second Leasehold Mortgagee, Third Leasehold Mortgagee, Fourth Leasehold Mortgagee, Fifth Leasehold Mortgagee or Sixth Leasehold Mortgagee, as the context may require, together with each such leasehold mortgagee's successors and assigns, as permitted under this Lease.
The definition of Permitted Refinancing in Section 2.01(oo) is hereby deleted and is replaced with the following definition:
A
(oo) "Permitted Refinancing" shall mean (a) any refinancing permitted by the First Leasehold Mortgagee, the Second Leasehold Mortgagee, Third Leasehold Mortgagee, Fourth Leasehold Mortgagee and Fifth Leasehold Mortgagee under the documents that evidence and secure their respective loans to the Assignee; and (b) any refinancing otherwise consented to in writing by Landlord, which consent may be withheld, granted or granted with such conditions as Landlord may require, in Landlord's sole and absolute discretion.
The definition of Permitted Transfer in Section 2.01 (pp) is hereby deleted and is replaced with the following definition:
(pp) "Permitted Transfer" shall mean: (a) the Permitted Assignment, (b) a sale or transfer of the Tenant Property or any portion thereof to a person acceptable to Landlord, in the Landlord's sole and absolute discretion (provided that the Landlord's approval shall not be unreasonably withheld to a sale of the Tenant Property to any Affiliate of the Assignor); (c) the transfer of the Tenant Property, or any portion thereof, to a Leasehold Mortgagee- (or any nominee of such Leasehold Mortgagee) by foreclosure or deed in lieu of foreclosure or to a third party purchaser at a foreclosure sale in accordance with Section 9.03(a) of the Lease; (d) the collateral assignment of the general partner interest in the Tenant to First Leasehold Mortgagee as security for its loan to the Tenant and the acquisition of such general partner interest by the First Leasehold Mortgagee or its designee, so long as such designee is reasonably acceptable to the Landlord, upon the enforcement of such collateral assignment; (e) the removal of a general partner, limited partner, member or manager of Tenant pursuant to a Removal Right in accordance with the provisions of Tenant's Organizational Documents, and the substitution of a replacement general partner, limited partner, member or manager, as the case may be, by Investor (or an Affiliate thereof) or another entity reasonably acceptable to the Landlord; (0 a transfer of the Investor's interest in Tenant either directly or indirectly, in accordance with the Tenant's Organizational Documents; and (g) any other transfer consented to by Landlord in writing; notwithstanding the foregoing, a Permitted Transfer shall not be completed until the transferee has executed and delivered the City's Economic Disclosure Statement as set forth in Section 6.14 of the Lease, and made the Tenant Disclosures and Representations set forth in Article 21 of the Lease; and
Section 2.01 is hereby amended to add the definition of "Sixth Leasehold Mortgage" as subsection 2.01 (mmm):
(mmm) "Sixth Leasehold Mortgage" shall mean the leasehold mortgage of the Sixth Leasehold Mortgagee granting the Sixth Leasehold Mortgagee a sixth priority mortgage lien on the Tenant Property.
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Section 2.01 is hereby amended to add the definition of "Sixth Leasehold Mortgagee'' as subsection 2.01(nnn):
(nnn) "Sixth Leasehold Mortgagee" shall mean the Leasehold Mortgagee whose Leasehold Mortgage is sixth most senior in priority of lien, as identified on Amended Exhibit D attached hereto.
Section 2.01 is hereby amended to add the definition of "Investor" as subsection 2.01(ooo):
(ooo) "Investor" or "Investors" shall mean, collectively, Stratford North Park Village Investors Limited Partnership, its successors and/or assigns, and Stratford SLP, Inc., its successors and assigns. The Investors are the limited partners of the Partnership.
Section 2.01 is hereby amended to add the definition of "Organizational Documents" as subsection 2.01 (ppp):
(PPP) "Organizational Documents" shall mean: (i) with respect to a corporation, its articles of incorporation and by-laws; (ii) with respect to a general partnership, its partnership agreement; (iii) with respect to a limited partnership, its certificate of limited partnership and limited partnership agreement; and (iv) with respect to a limited liability company, its articles of organization and operating agreement; in each case as amended prior to such entity becoming Tenant under this Lease and as amended from time to time thereafter; provided, however, that no amendment to any Organizational Document that materially adversely affects the rights of Landlord may be made after such entity becomes Tenant hereunder except as required by law, consented to in writing by Landlord or is made to effect a transfer or substitution of interests in Tenant which does not otherwise require the consent of Landlord hereunder, and any amendment that contravenes this prohibition shall be null and void. Landlord's consent shall not be required for any amendment to any Organizational Document that is necessary to effectuate the withdrawal, replacement and/or addition ofany of the Tenant's limited partners or ofany such limited partner's general partners (or any other ownership interests in and to said limited partners).
(i) Section 2.01 is hereby amended to add the definition of "Removal Right" as
subsection 2.01(qqq):
(qqq) "Removal Right" shall mean the right, if any, given in Tenant's Organizational Documents, to remove an officer, director, general partner, manager or managing member of Tenant, and designate a substitute.
(j) The following new,Section 4.07 is hereby added to the Lease:
4.07. Charitable Property Tax Exemption. Landlord acknowledges that Tenant may seek to obtain a charitable property tax exemption for the Tenant Property in|1010|
accordance with 35 ILCS Section 200/15-65 and 86 III. Admin. Code Part 110.116. Tenant may file its exemption application before the PIN for the Leasehold Estate is created in accordance with Section 4.06 of the Lease.
(k) Section 5.07 is amended to add the following new third paragraph:
Following the execution of this Assignment, Assignee shall execute and record an Access Easement Agreement, the form of which is attached as Exhibit K.
(1) With respect to Section 5.08, Party Wall Agreement, Assignee acknowledges that it has assumed the Tenant's rights under this Lease subject to the Vertical Party Wall Agreement between and among the Landlord, Assignor and Edward M. Marx Apartments, Inc. Assignee agrees to be bound by the terms and conditions of the Vertical Party Wall Agreement.
(m) Section 7.02, Form of Policies, of the Lease is hereby deleted in its entirety and is replaced with the following Section 7.02:
7.02 Form of Policies. Except as provided in Section 8.02, any policies of insurance covering the Development during construction shall expressly provide that any losses thereunder shall be adjusted with Tenant and all Leasehold Mortgagees as their interests may appear (or, absent any Leasehold Mortgagees, with Landlord). All such insurance shall be carried in the name of Tenant and loss thereunder shall be payable to Tenant and the Leasehold Mortgagees, if any, and Landlord, as their respective interests may appear.
(n) The first sentence of Section 9.03(a) of the Lease is hereby deleted in its entirety and is replaced with the following new first sentence:
'Tn order to enable Tenant to finance a portion of the cost of construction of the Development, Tenant shall have the right, at or prior to commencement of rehabilitation of the Tenant Improvements required under Section 5.01, to grant and record the First Leasehold Mortgage, Second Leasehold Mortgage, Third Leasehold Mortgage, Fourth Leasehold Mortgage, Fifth Leasehold Mortgage and Sixth Leasehold Mortgage."
(o) Section 10.14 is hereby added to the Lease as follows:
10.14 Investor '.v Rights in the Event of Tenant Defend I. The following provisions shall apply for so long as Investor or an Affiliate is a partner of Tenant:
Landlord shall give Investor a duplicate copy of all notices of default or other notices that Landlord may give to or serve in writing upon Tenant pursuant to the terms of this Lease. No notice by Landlord to Tenant under this Lease shall be effective unless such notice has been provided to Investor.
|1010|
Investor may, at its option and during the time specified for Tenant to cure any default hereunder, either pay any amount or do any act or thing required of Tenant by the terms of this Lease. All payments made and all acts performed by Investor during the cure period shall be effective to prevent a termination of this Lease to the same extent as if they had been performed by Tenant. Tenant hereby authorizes Investor to take any such action at the Investor's option and does hereby authorize entry upon the Property by Investor for such purpose.
In addition to all other rights of Investor hereunder. Investor's commencement of proceedings to exercise its Removal Right shall be deemed initiation of a cure for purposes of Sections 10.01 and 10.14 of the Lease provided that each of the following conditions is satisfied:
the default is one which cannot be cured only by payment of money;
In the reasonable opinion of Investor, removal of the General Partner is necessary.
Investor notifies Landlord within 30 days following receipt of Landlord's default notice of Investor's intention to exercise the Removal Right and does in fact perform all required activity pursuant thereto; and
Investor is performing all other good faith commercially reasonable activity necessary to cure the default.
(p) Article 16 is amended to add the Investor, First Leasehold Mortgagee, Second Leasehold Mortgagee, Third Leasehold Mortgagee, Fourth Leasehold Mortgagee and Fifth Leasehold Mortgagee as notice recipients:
Investor:
Stratford North Park Village Investors Limited Partnership ¦ 100 Corporate Place. Suite 404 Peabody, MA 01960
Attention: Asset Management (North Park Village Apartments) First Leasehold Mortgagee:
CIBC Bank USA
South LaSalle Street
Chicago, Illinois 60603
Attention:
Second Leasehold Mortgagee:
City of Chicago. Illinois c/o Department of Housing
North LaSalle Street, Room 1000
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Chicago, Illinois 60602 Attention: Commissioner
With copies to:
Office of the Corporation Counsel
City Hall, Room 600
121 North LaSalle Street
Chicago, Illinois 60602
Attention: Real Estate and Land Use Division
Third Leasehold Mortgagee:
CIBC Bank USA
120 South LaSalle Street
Chicago, Illinois 60603
Attention: Affordable Housing Program Compliance With a copy to:
Elderly Housing Development and Operations Corporation 1580 Sawgrass Corporate Parkway Suite 100
Fort Lauderdale, FL 33323 Attention: President
Fourth Leasehold Mortgagee:
Chicago Low-Income Housing Trust Fund 77 West Washington Street, Suite #719 Chicago, Illinois 60602 Attention: General Counsel
Neal, Gerber & Eisenberg LLP Two North LaSalle Street, Suite 1700 Chicago, Illinois 60602-3801 Attention: Thomas J. McNulty
With a copy to:
Elderly Housing Development and Operations Corporation 1580 Sawgrass Corporate Parkway Suite 100"
Fort Lauderdale. FL 33323
Attention: President
Fifth Leasehold Mortgagee:
|10 10|
EHDOC North Park Village Charitable Corporation 1580 Sawgrass Corporate Parkway Suite 100
Fort Lauderdale, FL 33323 Attention: President
Sixth Leasehold Mortgagee:
EHDOC North Park Village Charitable Corporation 1580 Sawgrass Corporate Parkway Suite 100
Fort Lauderdale, FL 33323 Attention: President
Section 18.02 is hereby deleted and replaced with the following:
Exculpatory Provision - Tenant. Except as provided below. Tenant, but not any partner, officer, director, shareholder, member or manager of Tenant, nor any employee or agent ofany of the foregoing, shall be personally liable for payment or performance under this Lease, it being acknowledged that Landlord's exclusive rights and remedies hereunder shall be limited to Tenant's interest in this Lease, the Improvements, Tenant's Improvements and any other asset of Tenant and, to the extent provided for in Section 10.2, for the termination of this Lease and re-entry and possession of the Property. No deficiency judgment shall be sought or obtained against Tenant or any partner, officer, director, shareholder, member or manager of Tenant, nor any employee or agent of any of the foregoing (collectively, "Exculpated Parties") for any amount due under this Lease; provided, however, that, except as hereinafter provided in this Section 18.02, nothing contained herein shall either relieve the General Partner of the Tenant from personal liability and responsibility, or limit Landlord's other rights and remedies against the Tenant hereunder, either at law or in equity: (i) for fraudulent acts: (ii) for the fair market value ofany personal property or fixtures removed or disposed of by Tenant from the Property or Tenant Property in violation of the terms of this Lease; (iii) for waste committed by 'Tenant with respect to the Property or Tenant Property; (iv) for insurance proceeds and condemnation awards received by Tenant and not turned over to Landlord or used by Tenant for restoration or repair of the Property or Tenant Property to the extent required under this Lease; and (v) for any rents or other income from the Tenant Property received by Tenant after an Event of Default under this Lease and not applied to the fixed and operating expenses of the Project.
10
(r) Section 19.01 of the Lease is hereby deleted and is replaced with the following:
"19.01 Regulatory Agreements. Tenant shall enter into those agreements described in Amended Exhibit H (collectively, the "Regulatory Agreements") relating to the operation of the Development. Notwithstanding any other provision of this Lease, Landlord agrees that (i) in the event that Landlord acts to perform any covenants of Tenant under this Lease pursuant to Section 11.01 hereof, it will not take any action inconsistent with the obligations of the Tenant under the Regulatory Agreements, and (ii) in the event that Landlord terminates the Lease pursuant to Section 10.02 hereof, Landlord will operate (and cause any assignee, lessee or purchaser of the Property or Tenant Property to operate) the Property and Tenant Property in a manner consistent with the terms of the Regulatory Agreements if such Regulatory Agreements are then existing pursuant to their terms. The provisions of this Section 19.01 shall survive any termination of this Lease and remain in effect until the expiration of the term. of the final Regulatory Agreement that encumbers the Leasehold Estate. Nothing in this Section 19.01 shall be deemed to extend the provisions of the Regulatory Agreements beyond their stated terms or to impose greater obligations upon Landlord (or any assignee, lessee or purchaser of the Tenant Improvements) under the Regulatory Agreements than are imposed by such documents in accordance with their stated terms."
(s) Exhibit C, Permitted Encumbrances, is hereby deleted and replaced with Amended Exhibit C, Permitted Encumbrances, attached hereto and made a part hereof. All references in the Lease to Exhibit C are hereby modified to refer to Amended Exhibit C.
(I) Exhibit D, Leasehold Mortgagees, is hereby deleted and replaced with Amended Exhibit D, Leasehold Mortgagees, attached hereto and made a part hereof. All references in the Lease to Exhibit D are hereby modified to refer to Amended Exhibit D.
(u) Exhibit H, Regulatory Agreements, is hereby deleted and replaced with Amended Exhibit IT, Regulatory Agreements, attached hereto and made a part hereof. All references in the Lease to Exhibit H are hereby modified to refer to Amended Exhibit I I.
(v) Article 22, Early Recordation of Lease, is hereby amended to add the following sentence:
If the City and Assignor agree to record the Lease in advance of the scheduled project finance closing, then the Assignor and Assignee shall have the right to record this Assignment in advance of the project finance closing.
5. Consent. Landlord hereby acknowledges and consents to the provisions of this Assignment.
11
Counterparts. This Assignment may be executed in counterparts, each taken together with the other counterparts shall constitute one instrument, binding and enforceable against each signatory to any counterpart instrument. Any facsimile signature shall be accepted as an original if containing a copy of the original signature notwithstanding that the original has not been received.
Full Force and Effect. Except as assigned and amended herein, the terms of the Lease remain in full force and effect.
[Signature Pages Follow]
IN WITNESS WHEREFORE, the parties have executed this Assignment or caused this Assignment to be executed as of the day first written above.
ASSIGNOR:
EHDOC NORTH PARK VILLAGE CHARITABLE CORPORATION, an Illinois not for profit corporation
By: Name:
Title: President
ASSIGNEE:
EHDOC NORTH PARK VILLAGE LIMITED PARTNERSHIP, an Illinois limited partnership
By: NPVA GP LLC, an Illinois limited liability company, its General Partner
By: EHDOC North Park Village Charitable
Corporation, an Illinois not for profit corporation, its manager
By: :
Name:
Title: President
[LANDLORD'S SIGNATURE PAGE FOLLOWS]
LANDLORD:
CITY OF CHICAGO, an Illinois municipal corporation and home rule unit of government
By: Department of Housing
Marisa C. Novara Commissioner
By: Department of Assets, Information and Services
David J. Reynolds, P.E., LEED AP Commissioner
Approved as to Form and Legality:
Assistant Corporation Counsel Real Estate Division
ACKNOLWEDGMENT BY LEASEHOLD MORTGAGEES
The undersigned Leasehold Mortgagees hereby acknowledge the terms of the Lease, as amended by the Assignment and Assumption and Amendment of Lease, and agree to be bound by any restrictions imposed therein on a particular Leasehold Mortgagee, including specifically the limitations imposed on the Second Leasehold Mortgagee, Third Leasehold Mortgage, Fourth Leasehold Mortgagee, Fifth Leasehold Mortgagee and Sixth Leasehold Mortgagee set forth in Article 8 of the Lease, as amended.
First Leasehold Mortgagee: CIBC Bank USA
By:
Name: Title:
Second Leasehold Mortgagee:
City of Chicago, acting through its Department of Housing
By:^_ '
Marisa C. Novara Commissioner
Third Leasehold Mortgagee: CIBC Bank USA
By:
Name: Title:
Fourth Leasehold Mortgagee: EHDOC North Park Village Charitable Corporation
By:
. President
Fifth Leasehold Mortgagee: EHDOC North Park Village Charitable Corporation
By:
. President
EHDOC North Park Village Charitable Corporation
By:
. President
STATE OF ILLINOIS )
) SS. COUNTY OF COOK )
I, the undersigned, a Notary Public, in and for said County, in the State aforesaid, DO HEREBY CERTIFY that David L. Reynolds, P.E., LEED AP, Commissioner of the Department of Assets, Information and Services of the City of Chicago (the "City"), who is personally known to me to be the same person whose name is subscribed to the foregoing instrument as such Commissioner, appeared before me this day in person and acknowledged that he signed and delivered said instrument as his own free and voluntary act and as the free and voluntary act of the City, for the uses and purposes therein set forth.
GIVEN under my hand and official seal this day of , 2020.
Notary Public
STATE OF ILLINOIS )
) SS. COUNTY OF COOK )
1, the undersigned, a Notary Public, in and for said County, in the State aforesaid, DO HEREBY CERTIFY that Marisa C. Novara, Commissioner of the Department of Housing of the City of Chicago (the "City"), who is personally known to me to be the same person whose name is subscribed to the foregoing instrument as such Commissioner, appeared before me this day in person and acknowledged that she signed and delivered said instrument as her own free and voluntary act and as the free and voluntary act of the City, for the uses and purposes therein set forth.
GIVEN under my hand and official seal this day of , 2020.
Notary Public
STATE OF FLORIDA )
) SS.
COUNTY OF BROWARD )
I, the undersigned, a Notary Public in and for the County and State aforesaid, do hereby certify
that , personally known to me to be the President of EHDOC North Park
Village Charitable Corporation, an Illinois not-for-profit corporation ("Corporation"), and the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that as such officer of the Corporation, she signed and delivered the said instrument pursuant to authority duly given and as her free and voluntary act, and as the free and voluntary act and deed of the Corporation for the uses and purposes therein set forth.
GIVEN under my hand and official seal this day of , 2020.
Notary Public
STATE OF FLORDIA )
) SS. COUNTY OF BROWARD )
The undersigned, a Notary Public in and for said County, in the State aforesaid, does hereby certify
that , personally known to me to be the President of EHDOC North Park Village
Charitable Corporation, the manager ("Manager") of NPVA GP LLC. an Illinois limited liability company ("General Partner"), the general partner of EHDOC North Park Village Limited Partnership, an Illinois limited partnership (the "Partnership"), and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and, being first duly sworn by me, acknowledged that she signed and delivered the foregoing instrument pursuant to authority given to the Manager on behalf of the General Partner, acting on behalf of the Partnership, as her free and voluntary act and as the free and voluntary act and deed of said Manager on behalf of the General Partner on behalf of the Partnership, for the uses and purposes therein set forth.
GIVEN under my hand and official seal this day of . 2020.
Notary Public
EXHIBIT A
LEGAL DESCRIPTION
[Subject to modification based on final title commitment and survey]
PARCEL I:
THAT PART OF THE SOUTHWEST QUARTER OF SECTION 2, TOWNSHIP 40 NORTH. RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS; COMMENCING AT THE SOUTHWEST CORNER OF SAID SOUTHWEST QUARTER; THENCE NORTH 0°09'57"WEST ALONG THE WEST LINE OF SAID SOUTHWEST QUARTER 1083.05 FEET; THENCE NORTH 89°48'35"EAST 1033.03 FEET; THENCE CONTINUING NORTH 89°48'35"EAST 107.24 FEET TO THE POINT OF BEGINNING; THENCE NORTH 00° 11'25" WEST 87.43 FEET; THENCE NORTH 89°48'35" EAST 28.38 FEET; THENCE NORTH 00° 1 r25" WEST 184.65 FEET; THENCE SOUTH 89°48'47" WEST 48.12 FEET; THENCE NORTH 00°11'24" WEST 12.47 FEET; THENCE NORTHWESTERLY 12.44 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 7.23 FEET AND WHOSE CHORD BEARS NORTH 39°39'50" WEST A DISTANCE OF 10.96 FEET; THENCE SOUTH 89°29'13" WEST 36.65 FEET; THENCE NORTH 00°30'47" WEST 58.66 FEET; THENCE NORTHWESTERLY 138.91 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 228.20 FEET AND WHOSE CHORD BEARS NORTH 19°51'27"WEST A DISTANCE OF 136.78 FEET; THENCE NORTH 65°02'13" EAST 29.22 FEET; THENCE SOUTHEASTERLY 14.61 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE SOUTHWEST, HAVING A RADIUS OF 30.25 FEET AND WHOSE CHORD BEARS SOUTH 17°03'04" EAST A DISTANCE OF 14.47 FEET; THENCE SOUTH 28°5r51" EAST 10.44 FEET; THENCE SOUTHEASTERLY AND NORTHEASTERLY 19.49 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE SOU THEAST, HAVING A RADIUS OF 7.12 FEET AND WHOSE CHORD BEARS NORTH 81°50'58" EAST A DISTANCE OF 13.96 FEET; THENCE NORTH 01 °00'36" EAST 14.73 FEET; THENCE NORTH 8905l'38" EAST 173.51 FEET; THENCE SOUTHEASTERLY 129.23 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 430.64 FEET AND WHOSE CHORD BEARS SOUTH 18°13'52" EAST A DISTANCE OF 128.75 FEET; THENCE NORTH 89°4ri0" EAST 141.00 FEET; THENCE NORTH 88°53'02" EAST 129.80 FEET; THENCE SOUTHEAS TERLY 263.81 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE NOR THEAST, HAVING A RADIUS OF 1176.79 FEET AND WHOSE CHORD BEARS SOUTH 85°I4'32" EAST A DISTANCE OF 263.26 FEET; THENCE SOUTH 77°09'42" EAST 103.3 1 FEET; THENCE SOUTHEASTERLY 163.97 FEE T ALONG THE ARC OF A CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 200.00 FEET AND WHOSE CHORD BEARS SOUTH 53°40'29" EAS T A DISTANCE OF 159.42 FEET; THENCE SOUTH 08°54'36" WEST 30.45 FEET; THENCE SOUTH WESTERLY 67.3 I FEET ALONG THE ARC OF A CIRCLE. CONVEX TO THE SOUTHEAST, HAVING A RADIUS OF 167.07 FEET AND WHOSE CHORD BEARS SOUTH 19°09'55" WEST A DISTANCE OF 66.85 FEET; THENCE SOUTH 29°38'24" WEST 199.28 FEET; THENCE SOUTHWESTERLY 169.70 FEET ALONG "THE ARC OF A CIRCLE, CONVEX TO THE SOUTHEAST, HAVING A RADIUS OF 169.72 FEET AND WHOSE CHORD BEARS SOUTH 58°I4' 25" WES T A DISTANCE OF 162.72 FEE T; THENCE SOUTH 89&45'54" WEST 354.14 FEET; THENCE NORTHWESTERLY 49.89 FEET ALONG THE ARC OF A CIRCLE. CONVEX TO THE SOUTH WEST, HAVING A RADIUS OF 96.50 FEET AND WHOSE CHORD BEARS NORTH 75°24'36" WEST A DISTANCE OF 49.34 FEET; THENCE NORTH 60°36'40" WEST 202.10 FEET; THENCE NORTHWESTERLY 56.88 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 92.91 FEET AND WHOSE CHORD BEARS NOR TH 75°55'34" WEST A DISTANCE OF 56.00 FEET; THENCE NORTH 89°32'35" WES T 18.75 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS.
A-1
PARCEL 2:
THAT PART OF THE SOUTHWEST QUARTER OF SECTION 2, TOWNSHIP 40 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS; COMMENCING AT THE SOUTHWEST CORNER OF SAID SOUTHWEST QUARTER; THENCE NORTH 0°09'57"WEST ALONG THE WEST LINE OF SAID SOUTHWEST QUARTER 1083.05 FEET; THENCE NORTH 89°48'35-'EAST 1033.03 FEET; THENCE CONTINUING NORTH 89°48'35"EAST 107.24 FEET; THENCE SOUTH 89°32'35" EAST 18.75 FEET; THENCE SOUTHEASTERLY 56.88 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE SOUTHWEST. HAVING A RADIUS OF 92.91 FEET AND WHOSE CHORD BEARS SOUTH 75°55'34" EAST A DISTANCE OF 56.00 FEET; THENCE SOUTH 60°36'40" EAST 202.10 FEET; THENCE SOUTHEASTERLY 49.89 FEET ALONG THE ARC OF A CIRCLE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 96.50 FEET AND WHOSE CHORD BEARS SOUTH 75°24'36" EAST A DISTANCE OF 49.34 FEET; THENCE NORTH 89°45'54"EAST 7.57 FEET; THENCE SOUTH 00°14'06" EAST 25.50 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°45'54" EAST 230.00 FEET; THENCE SOUTH 00°14'03" EAST 47.57 FEET; THENCE 361.69 FEET ALONG THE ARC OF A CIRCLE HAVING A RADIUS OF 115.00 FEET CONCAVE SOUTHERLY AND WHOSE CHORD BEARS SOUTH 89°51'59" WEST A DISTANCE OF 230.00 FEET; THENCE NORTH 00°14'06" WEST 47.16 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS.
AMENDED EXHIBIT C
PERMITTED EXCEPTIONS
General Real Estate Taxes not yet due and payable.
Rights of Public and Quasi-Public utilities for maintenance of utility facilities.
4. Easement in favor of Commonwealth Edison Company established by Electric Facilities Agreement recorded February 7, 1980 as document no. 25353367.
Grant of Conservation Right in the Form of an Easement dated February 16. 1989 made by the City of Chicago to the Corporation for Open Lands recorded May 24, 1989 as document no. 89235785 and the Plat of Survey 'To be attached to and constitute an integral part of said Grant of Conservation Right," which plat was recorded August 4, 1999 as document no. 99741664.
Permanent non-exclusive easements for emergency ingress and egress through the "Common Areas" as established in Sections 5.06 and 5.07 of the Lease between the City of Chicago and Edward M. Marx Apartments, Inc. recorded on February 8, 2011 as document no. 1103918057 (the "Lease") and as labelled and depicted in Exhibits C and D to the Lease.
Easements in favor of Comcast of Florida/Illinois/Michigan, Inc. established by Grants of Easement dated April 18, 2012 and recorded as documents nos. 1210910072 and 1817113086.
Easement in favor of Peoples Gas Company recorded March 25, 2011 as document no. 110844042.
The Regulatory Agreements listed on Amended Exhibit J.
The First Leasehold Mortgage, Second Leasehold Mortgage, Third Leasehold Mortgage (including the collateral assignment thereof in favor of the Third Leasehold Mortgagee), Fourth Leasehold Mortgage, Fifth Leasehold Mortgage and Sixth Leasehold Mortgage.
C-1
AMENDED EXHIBIT D
LEASEHOLD MORTGAGEES
First Leasehold Mortgagee: Second Leasehold Mortgagee: Third Leasehold Mortgagee:
Fourth Leasehold Mortgagee:
Fifth Leasehold Mortgagee:
Sixth Leasehold Mortgagee:
CIBC Bank USA City of Chicago
CIBC, as collateral assignee of Elderly Housing Development and Operations Corporation in connection with its Third Junior Leasehold Mortgage, Assignment of Rents and Security Agreement (AFIP Loan)
Chicago Low Income Housing Trust Fund, as collateral assignee of Elderly Housing Development and Operations Corporation in connection with its Fourth Junior Leasehold Mortgage, Assignment of Rents and Security Agreement (CLIHTF Loan)
EHDOC North Park Village Charitable Corporation in connection with its Fifth Junior Leasehold Mortgage, Assignment of Rents and Security Agreement (DTC Loan)
EHDOC North Park Village Charitable Corporation in connection with its Sixth Junior Leasehold Mortgage, Assignment of Rents and Security Agreement (Seller Financing Loan)
D-1
AMENDED EXHIBIT J
REGULATORY AGREEMENTS
Low Income Housing Tax Credit Extended Use Agreement between the Partnership and the Illinois Housing Development Authority
HOME Program Regulatory Agreement between the Partnership and City of Chicago
AHP Repayment/Recapture Agreement among Elderly Housing Development and Operations Corporation, EHDOC North Park Village Limited Partnership and CIBC
Regulatory Agreement between the Partnership and Chicago Low Income Housing Trust Fund
Donation Tax Credit Regulatory Agreement among the Partnership, City and EHDOC North Park Village Charitable Corporation
Illinois Affordable Housing Tax Credit Regulator Agreement among the Illinois Housing Development Authority, Partnership and EHDOC North Park Village Charitable Corporation
J-l
EXHIBIT K
FORM OF ACCESS EASEMENT AGREEMENT
K-1
EXHIBIT E
Personal Property
All personal property located in, on, under or around the Buildings.
E-1
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
EHDOC North Park Village Limited Partnership
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[X] the Applicant
OR
[ ] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name:
OR
[ ] a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 1580 Sawgrass Corporate Parkway, Suite 100
Fort Lauderdale, FL 33323
Telephone: 954-835-9200 x234 Fax: Email: www.ehdoc.org
Name of contact person: Roland Broussard
Federal Employer Identification No. (if you have one):
Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if appIicable):AUocation of HOME and Donation Tax Credits from the City of Chicago Department of Housing and transfer through a 99 year ground lease with the City of Chicago Department of Assets, Information and Services for the rehabilitation of North Park Village at 5801 N Pulaski Road, Bldg. H., Chicago, IL 60646.
Department ol" Assets, information and Services and
Which City agency or department is requesting this EDS? Department of Housing
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract # _
Page 1 of 15
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
[ ] Person
[ ] Publicly registered business corporation
[ ] Privately held business corporation
[ j Sole proprietorship
[ ] General partnership
[ X] Limited partnership
[ ] Trust
[ ] Limited liability company
[ ] Limited liability partnership
[ ] Joint venture
[ ] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[ ] Yes Dc] No [ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
Illinois
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ ] No [ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there arc no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the .day-to-day management of the Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
NPVA GP LLC General Partner
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a
Page 2 of 15
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
Stratford North Park Village Investors Limited Partners (expected Limited Partner) at time of closing
Elderly Housing Development and Operations Corporation, 1580 5awgrass Corporate Parkway, 5te. 100, Fort Lauderdale, FL
33323 , 99,99%; at closing Elderly Housing Development and Operations Corporation will transfer 99.98% ownership
interest to stratford North Park Village Investors Limited Partnership, 100 Corporate Place, suite 404, Peabody MA 01960
SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [ ] Yes [X ] No
Does the Disclosing Party reasonably expect to provide any income or compensation to any If "yes" to either of. the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
NA
Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ ] Yes [ X] No
If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic
partner(s) and describe the financial interest(s).
NA
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 15
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
See Attachment I
(Add sheets if necessary)
[ ] Check here if the Disclosing Parly has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ X ] No [ ] No person directly or indirectly owns 10% or more of the Disclosing Part}'.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment ofany fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment ofany tax administered by the Illinois Department of Revenue.
Page 4 of 15
EHDOC North Park Village Limited Partnership Economic Disclosure Statement Attachment I
Name Address Relationship to Disclosing Party Fees
Onyx Architectural Services 750 N Franklin St., 207, Chicago, IL 60654 Architect $825,000 est
Linn-Mathes Inc 309 S Green Street, Chicago, IL 60607 General Contractor $928,500 est
Engineer
Lightengale Group 140 S Dearborn Street, Suite 1500A, Chicago, IL 60603 Consultant $267,500 est
MacRostie Historical 11044 Research Blvd., Bldg. C, Suite 600 Austin, Texas 78759 Historic Consultant $92,500 est
EBI Consulting 8002 Discovery Drive., Suite 308, Richmond, VA 23229 Environmental Consultant $55,000 est
Novogradac & Company 1160 Battery Street, East Building, 4,h Floor, San Francisco, CA 94111 Market Study $15,000 est
Urban Real Estate Research, Inc 316 North Michigan Avenue, Chicago, IL 60601 Appraisal $15,000 est
Applegate & Thorne-Thomsen 425 S Financial Plaza, #1900, Chicago, II 60605 . Attorney $135,000 est
CohnReznick LLP 200 S Wacker Drive #2600, Chicago, IL 60606 Accountant $45,000 est
Development Resource Partners (TBD) 4193 Crescent Suite C, St. Louis MO 63129 Relocation Consultant $120,000
EBI Consulting 8002 Discovery Drive., Suite 308, Richmond, VA 23229 PNA Consultant $25,000
Soil and Material Testing $30,000
Energy Diagnostics 405 Archer Way, Valparaiso, IN 46383 Green Consultant $26,050
EHDOC 1580 Sawgrass Corporate Parkway, Suite 100, Fort Lauderdale, FL 33323 Developer $1,732,500 est.
EHDOC North Park Village Limited Partnership Economic Disclosure Statement Attachment I
Linn Mathes Green Street, Chicag, IL General Contractor $928,500 est
Onyx Architectural Services, 750 Franklin, Chicago, IL Architect $865,000 est
Applegate & Thorne-Thomsen 425 S Financial Place, Suite 1900 Attorney $135,000 est
Lightengale Group 140 S Dearborn Street, 1500A Consultant $267,500 est
MacRostie Historic Advisors LLC 53 W Jackson Blvd, Ste 1142 Historic
$92,500 est
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against, them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records: making false statements; or receiving stolen property ;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page5ofl5
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or ofany state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLYJ (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1 -23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANf ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such
Ver.2018-1 Page 6 of 15
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
11. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below: NA
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best of the Disclosing Party's knowledge alter reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none"). None
13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient. None
C, CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is f X ] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
Page 7 of!5
If the Disclosing Party is unable to make this pledge because it or any Of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name ofany other person or entity in the Matter?
[ ] Yes [ X ] No
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
f ] Yes [ J No
If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:
Name Business Address Nature of Financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
Page 8 of 15
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
X 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injur)' or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names ofany and all slaves or slaveholders described in those records:
SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary): None
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Vcr.2018-1 Page 9 of 15
of a member of Congress, in connection with the award ofany federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ X] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ X] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ X 1 Yes [ ] No | ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ X J No
If you checked "No" to question (1) or (2) above, please provide an explanation:
Disclosing party has no employoees.
Page .10 of 15
SECTION VII -- FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution ofany contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.ciWofchicago.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy ofany information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter t-23 and Section 2-154-020.
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CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants, that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.
EfFDOCNorth Park Village Limited Partnership, an Illinois limited partnership (Print or type exact legal name of Disclosing Party)
By: NPVA GP LLC, an Illinois limited liability company, its General Partner
By: EHDOC North Park Village Charitable Corporation, an Illinois not for profit corporation, its
Manager
Name: Steve Protulis
Title: President
Signed and sworn to before me on (date)
County,
Notary Public
Commission expires:
Page 12 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [ X ] No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ X] No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ X ] No [ ] The Applicant is not publicly traded on any exchange.
3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ). generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section.2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
[ ] Yes
[ ]No
[ X ] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
NPVA GP LLC, an Illinois limited liability company
Check ONE of the following three boxes;
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[ ] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter*1), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name:
OR *" 3. [ ] X a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B) St#$)the legal name of the entity in which the Disclosing Party holds a right of control: EHDOC North Park Village Limited Partnership
Business address of the Disclosing Party: 1580 Sawgrass Corporate Parkway, Suite 100
Fort Lauderdale. FL 33323
Telephone: 954-835-9200 x234 Fax: 954-835-0888 Email: rbroussard@ehdoc.org
Name of contact person: Roland Broussard
Federal Employer Identification No. (if you have one):
Brief description of the Matter to which this EDS pertains. (Include project number and location of
property, if applicable): Allocation of HOME and Donation Tax Credits and transfer through a 99 year
ground lease, for the rehabilitation of North Park Village at 5801 N Pulaski Road, Bldg, H., Chicago,
IL 60646. The Chicago Low Income Housing Trust Fund has committed MAUI funding to the
project. ,
Which City agency or department is requesting this EDS?Department of Housing and Department of Assets,
Infonnation and Services.
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
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SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing
[ ] Person
[ ] Publicly registered business corporation
[ ] Privately held business corporation
[ ] Sole proprietorship
[ ] General partnership
[ j Limited partnership
[ ] Trust
[ X] Limited liability company
[ ] Limited liability partnership
[ ] Joint venture
[ ] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No [ ] Other (please specify)
2. For legal entities, the State (or foreign country) nf inr.nrpnratinn or organisation, if applicable-
Illinois .
3. For legal entities not organized in the State of Illinois; Has the organization registered to do
business in the State of Illinois as a foreign entity?
[ ] Yes [ ] No [X] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities'1); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf. Name Title
EHDOC North Park Village Charitable Corporation Member and Manager
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a
Page 2 of 15
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity, If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf,
Name Business Address Percentage Interest in the Applicant
Elderly Housing Development and Operations Corporation; 1580 Sawgrass Corp Pkwy, Ste 100, Ft, Lauderdale.j-lorida 33323, 99.99% to be replaced at closing with Stratford North Park Village Investors Limited Partnership
SECTION HI - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the 12-
month period preceding the date of this EDS? [ ] Yes [X ] No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS? [ ] Yes [ X ] No
If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation: NA
Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ ] Yes [ X] No
If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic
partner(s) and describe the financial interest(s).
NA
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
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Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[ X] Check, hero if the Disclosing Party has not retained, nor expects to retain, any such persons or entities.
SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term,
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ X ] No [ ] No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement? I j Yes [ ] No
FURTHER CERTIFICATIONS
1, [This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of
Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing
Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the
performance of any public contract, the services of an integrity monitor, independent private sector
inspector general, or integrity compliance consultant (i.e., an individual or entity' with legal, auditing,
investigative, or other similar skills, designated by a public agency to help the agency monitor the
activity of specified agency vendors as well as help the vendors reform their business practices so they
can be considered for agency contracts in the future, or continue with a contract in progress).
2. The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee,
tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water
and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing
Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
Page 4 of IS
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly; controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity'. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 15
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either tho Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made aft admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense ofany state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY) The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such
Ver.2018-1 Page 6 of 15
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
11. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below: NA
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
None
13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete
fist of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-
month period preceding the execution date of this EDS, to an employee, or elected or appointed official,
of the City of Chicago, For purposes of this statement, a "gift" does not include: (i) anything made
generally available to City employees or to the general public, or (ii) food or drink provided in the
course of official City business and having a retail value of less than $25 per recipient, or (iii) a political
contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to
any gift listed below, please also list the name of the City recipient.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [ X ] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
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If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial Interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [ X J No
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name ofany other person or entity in the purchase of any property that (i) belongs to the City, or (ii) Is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:
Name Business Address Nature of Financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
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E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (I) or (2) below, If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all infonnation required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
X 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2, The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies, The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying
Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing
Party with respect to the Matter: (Add sheets if necessary):
None
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
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of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section
501 (c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [X] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ X] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ X ] Yes [ ] No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ X ] No
If you checked "No" to question (1) or (2) above, please provide an explanation: _¦¦
Disclosing party has no employoees.
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SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
A. The certifications, disclosures, and acknowledgments contained in this EDS will become part ofany contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
13, The City's Governmental Ethics Ordinance. MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions, The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. .Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise, By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.
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CERTIFICATION
Under penalty of perjury,, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, arc true, accurate and complete as of the date furnished to the City.
By: NPVA GP LLC, an Illinois limited liability company
By: EHDOC North Park Village Charitable Corporation, an Illinois not for profit corporation, its
Manager
Name: Steve Protulis
Title: President
Signed and sworn to before me on (date)
County,
Notary Public
Commission expires:
Page 12 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) tbe Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l .a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [ X ] No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership Interest in the Applicant exceeding 7,5% (an "Owner"), It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ X] No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ ] No [X] The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. Thai section, which should be consulted (www.amlegal.com ). generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (li) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employors. 1 also certify that the Applicant has adopted a policy that includes those prohibitions.
[JYes
[ ]No
[ X ] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Elderly Housing Development & Operations Corporation
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is: 1. [ ] the Applicant OR
[X] a legal entity currently holding, or anticipated to hold within six months after City action on the contract, transaction or other undertaking to which this EDS pertains (referred to beloW as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal name: EHDOC North Park Village, Limited Partnership
OR
[ J a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B) St(il^)the legal name of the entity in which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 1580 Sawgrass Corporate Parkway, Suite 100
Fort Lauderdale, FL 33323
Telephone: 954-835-9200 x234 Fax: 954-835-0888 Email: rbroussard@ehdoc.org
Name of contact person: Roland Broussard
Federal Employer Identification No. (if you have one):
Brief description of the Matter to which this EDS pertains. (Include project number and location of
property, if applicable):Allocation of HOME and Donation Tax Credits from the City of Chicago
Department of Housing and transfer through a 99 year ground lease with the City ^f Chicago
Department of Assets, Information and Services for the rehabilitation of North Park Village at 5801 N
Pulaski Road, Bldg. H., Chicago, IL 60646. "
Which City agency or department is requesting this EDS?Department of Housing and Department of Assets, Information and Services
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification if and Contract ff
Vfer.2018-1 Paget of 15
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing
[ ] Person
[ ] Publicly registered business corporation
[ ] Privately held business corporation
[ ] Sole proprietorship
[ j General partnership
[ ] Limited partnership
[ ] Trust
[ ] Limited liability company
[ ] Limited liability partnership
[ ] Joint venture
[X] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[ ] Yes fx] No [ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
District of Columbia
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ X] No [ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there arc no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf. Name Title See attached.
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a
Page 2 of 15
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
None
SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the 12-
month period preceding the date of this EDS? [ ] Yes [X ] No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [ X ] No
If "yes" to either of the above, please identify below the name(s) of such City e lected official(s) and describe such income or compensation: NA
Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ ] Yes [ XJ No
If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic
partner(s) and describe the financial interest(s).
NA
SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTUES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 15
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[ X] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities.
SECTION V ~ CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ j Yes [ X ] No [ ] No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement? [ ] Yes [ ] No
FURTHER CERTIFICATIONS
[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [sec definition in (5) belowj has engaged, in connection with the performance ofany public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment ofany fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment ofany tax administered by the Illinois Department of Revenue.
Page 4 of IS
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; foTgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 15
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in thafbfficer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense ofany state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article 1 for applicability and defined terms ] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONL Y] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not. without the prior written consent of the City, use any such
Ver.2018-1 Page 6 of 15
contractor/subcontractor that docs not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
11. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below: NA
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete -list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none"). None
13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient. None
C, CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [ X ] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
Page 7 of 15
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFIC ATI ON REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
f ] Yes [ X ] No
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes
3. If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:
Nature of Financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
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E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. II'the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City. '
X 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names ofany and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICA TION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary): None
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
i 2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee ofany agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 Page 9 of 15
of a member of Congress, in connection with the award ofany federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A( 1) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disc losing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ } Yes [ X] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ j No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question (1) or (2) above, please provide an explanation: _
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SECTION VII -- FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy ofany information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1 -23 and Section 2-154-020.
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CERTIFICATION
Under penalty of perjury, the person signing below. (1) wan-ants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.
i
By: Elderly Housing Development & Operations Corporation
Name: Steve Protulis
Title: President
Signed and sworn to before me on (date)
County,
Notary Public
Commission expires:.
Page 12 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTM ENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Docs the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [ X ] No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLA W/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ X] No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ j Yes I ] No [ x j The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2^-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
[ ] Yes [ .1 No
[ X ] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.
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Attachment A
Elderly Housing Development & Operations Corporation Officers and Directors
Officer/Director:
Title:
Role:
Steve Protulis President and CEO Officer
Officer/Director:
Title:
Role:
Officer/Director:
Title:
Role:
Christopher M Shelton Chairman of the Board Officer
Edward L Romex'o 1st Vice Presdident Officer
Officer/Director:
Title:
Role:
Leo W Gerard
2nd Vice President
Officer
Officer/Director:
Title:
Role:
Maria C Cordone
Secretary
Officer
Officer/Director:
Title:
Role:
Erica Schmelzer
Treasurer
Officer
Officer/Director: Title: .Role:
Mary Andersen Director
1 of 2
Officer/Director:
Title:
Role:
Officer/Director:
Title:
Role:
Of ficer/Director:
Title:
Role:
Officer/Director:
Title:
Role:
Officer/Director:
Title:
Role:
Officer/Director:
Title:
Role:
Officer/Director:
Title:
Role:
Officer/Director:
Title:
Role:
Officer/Director:
Title:
Role:
Officer/Director:
Title:
Role:
Maxine Carter Director
Eric Dean Director
Ellen Feingold Director
Tony Fransetta Director
Robert Martinez Director
Paulo Melo Director
Lou Moret Director
John Olsen Director
Cecil Roberts Director
Roger Smith Director
2 of 2
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: EHDOC North Park Village Charitable Corporation, an Illinois not for profit Corporation Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[ ] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name:
OR
3. [ ] X a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B) St(tf$)the legal name of the entity in which the Disclosing Party holds a right of control: NPVA GP LLC
Business address of the Disclosing Party: 1580 Sawgrass Corporate Parkway, Suite 100
Fort Lauderdale, FL 33323
Telephone: 954-835-9200 x234 Fax: Email: www.ehdoc.org
Name of contact person: Roland Broussard ->
Federal Employer Identification No. (if you have one)
Brief description of the Matter to which this EDS pertains. (Include project number and location of
property, if applicable):Allocation of HOME and Donation Tax Credits from the City of Chicago
Department of Housing and transfer through a 99 year ground lease with the City of Chicago
Department of Assets, Information and Services for the rehabilitation of North Park Village at 5801 N
Pulaski Road, Bldg. H., Chicago, II. 60646.
Which City agency or department is requesting this EDSVDepartmcnt of Housing and Department of
Assets, Infomialion and Services
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract # ¦
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SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
[ ] Person
[ ] Publicly registered business corporation
[ ] Privately held business corporation
[ ] Sole proprietorship
[ ] General partnership
[ ] Limited partnership
[ ] Trust
[ ] Limited liability company
[ ] Limited liability partnership
[ ] Joint venture
[X] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
f 1 Yes [jq No [ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Illinois
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ ] No [ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of
the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there
are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other
similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or
limited partnerships, limited liability companies, limited liability partnerships or joint ventures,
each general partner, managing member, manager or any other person or legal entity that directly or
indirectly controls the day-to-day management of the Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
Elderly Housing Development and Operations Corporation Sole Member See the attached list for the board of directors of the Disclosing Party.
2. Please provide the following information concerning each person or legal entity having a direct or
indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including
ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a
corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a
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limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
None '
SECTION ID -- INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the 12-
month period preceding the date of this EDS? [ ] Yes [X j No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [ X ] No
If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation: NA
Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ ] Yes [ X] No
If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic
partner(s) and describe the financial interest(s).
NA
SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 15
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney. paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[ X] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities.
SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ X ] No [ ] No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement? [JYes [ ]No
FURTHER CERTIFICATIONS
[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well'as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
Page 4 of 15
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
c. have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal'or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
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Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS. or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or ofany state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLYJ (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms ] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility, listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such
Ver.2018-1 Page 6 oft 5
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
11. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below: NA
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none"). None
13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient. None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [ X J is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
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If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CI TY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [ X ] No
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E,
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:
Name Business Address Nature of Financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
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B. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. If the Disclosing Party checks (2). the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
X 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary): None
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means thai NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A( l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee ofany agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 Page 9 of 15
of a member of Congress, in connection with the award ofany federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ } Yes [ X] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ j No
If you checked "No" to question (1) or (2) above, please provide an explanation: _
Page 10 of 15
SECTION Vn -- FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part ofany contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution ofany contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter . 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.
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CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.
By: EHDOC North Park Village Charitable Corporation, an Illinois not for profit corporation
Name: Steve Protulis
Title: President
Signed and sworn to before me On (date)
County,
Notary Public
Commission expires:
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughtcr-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Docs the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [ X ] No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ X] No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ X ] No [ ] The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com).' generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage-or salary history from current or former employers. 1 also certify that the Applicant has adopted a policy that includes those prohibitions.
[ ] Yes
[ ]No
[ X ] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(1). If you checked "ho" to the above, please explain.
Pagel5ofT5
EHDOC NORTH PARK VILLAGE CHARITABLE CORPORATION
BOARD OF DIRECTORS
Directors Address
Morton Bahr c/o Elderly Housing Development and Operations Corporation, 1580 Sawgrass Corporate Parkway, Suite 100, Fort Lauderdale, Florida 33323
Steve Protulis c/o Elderly Housing Development and Operations Corporation, 1580 Sawgrass Corporate Parkway, Suite 100, Fori Lauderdale, Florida 33323
Mary Anderson c/o Elderly Housing Development and Operations Corporation, 1580 Sawgrass Corporate Parkway, Suile 100, Fort Lauderdale, Florida 33323
Tony Fransetta c/o Elderly Housing Development and Operations Corporation, 1580 Sawgrass Corporate Parkway, Suite 100, Fort Lauderdale, Florida 33323
Maria C. Cordone c/o Elderly Housing Development and Operations Corporation, 1580 Sawgrass Corporate Parkway, Suite 100, Fort Lauderdale, Florida 33323
John Olsen c/o Elderly Housing Development and Operations Corporation, 1580 Sawgrass Corporate Parkway, Suite 100, Fort Lauderdale, Florida 33323
Thomas Villanova c/o Elderly Housing Development and Operations Corporation, 1580 Sawgrass Corporate Parkway, Suite 100, Fort Lauderdale, Florida 33323
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Stratford North Park Village Investors Limited Partnership
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[x] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: EHDOC North Park Village Limited Partnership
OR
[ ] a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 100 Corporate Place, Suite 404
Peabody, MA 01960
Telephone: 978-535-5600, x 124 Fax: 978-535-1141 1-mail: MMH@stratfordcapitalgroup.com
Name of contact person: Miles Hapgood
Federal Employer Identification No. (if you have one): _ '_
Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if applicable):
IHDA PID# 11543, 180 units of affodable: elderly housing, rehabilitation, 5801 N Pulanski Road, Building H, Chicago, IL 60646
G. Which City agency or department is requesting this EDS'? Department of Housing and Department of
Assets, Information, and Services
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification ft-Ver.20l8-I
and Contract #
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SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
[ ] Person [ J Limited liability company
[ ] Publicly registered business corporation [ ] Limited liability partnership
f 1 Privately held business corporation [ ] Joint venture
[ ] Sole proprietorship [ ] Not-for-profit corporation
f ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[x] Limited partnership [ | Yes [ ] No
[ ] Trust [ ] Other (please specify)
For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
Massachusetts
For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ x] No (pending) [ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
None
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months alter City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a
Page 2 of 15
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
The Disclosing Party does not currently have an interest in the Applicant. At closing, the Disclosing Party will obtain a 99.98%
interest in the Applicant. The following will have a 99.99% interest in the Disclosing Party: Stratford Fund 22 LP (approximately
75%) & Stratford Fund 31 LP(approximately 25%), 100 Corporate Place, Suite 404, Peabody MA 01940
SECTION III — INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Mas the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [ ] Yes [ x] No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [x] No
If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ ] Yes [ x] No
If "yes," please identify below the name(s) of such City elected oflicial(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156). accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 15
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) , lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
Nixon Peabody LLP, 100 Summer St., Boston MA 02110, Attorney (retained) > $80,000 (estimated)
(Add sheets if necessary)
[ | Check here if the Disclosing Parly has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly.owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ J No [ ] No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [sec definition in (5) below] has engaged, in connection with the performance ofany public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment ofany fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment ofany tax administered by the Illinois Department of Revenue.
Page 4 of 15
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not. during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in ., connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties"):
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity:
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 15
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or ofany state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense ofany state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired
or to be hired in connection with the Matter certifications equal in form and substance to those in
Certifications (2) and (9) above and will not. without the prior written consent of the City, use any such
Ver.2018-1 Page 6 of 15
)
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
11. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none"). None
13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ J is [x] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is. and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
Page 7 of 15
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
1. In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name ofany other person or entity in the Matter?
[ ] Yes
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" lo Item D(l), skip Items D(2) and D(3) and proceed to Part E.
2. Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name ofany other person or entity in the purchase of any property that (j) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes
3. If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:
Nature of Financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to ' comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
_x 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verities that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names ofany and all slaves or slaveholders described in those records:
SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
N A
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A( 1) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee ofany agency, as defined
by applicable federal law. a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 Page 9 of 15
of a member of Congress, in connection with the award ofany federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ x] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ |Yes [ ]No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Conimission all reports due under the applicable filing requirements?
[ 1 Yes f ] No | ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes ' [ ] No
v
If you checked "No" to question (1) or (2) above, please provide an explanation:
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SECTION VII -
- FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution ofany contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Parly waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy ofany information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1 -23 and Section 2-154-020.
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CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.
Stratford North Park Village Investors Limited Partnership
By:,
(Print or type e^act legal name-Qf Disclosing Party)
(Sign here)
Benjamin D Mottola
(Print or type name of person signing)
President
(Print or type title of person signing)
9/3/2020
Signed and sworn to before me on (date)
County,
Notary Public
Commission expires:
Ver.20IS-l
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if. as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[JYes [JNo
If yes. please identify below (1) the name and title of such person. (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[]Yes [JNo
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant lo MCC Section 2-92-416?
[ ] Yes [ ] No [ x] The Applicant is not publicly traded on any exchange.
3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385, I hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
[ ] Yes L ]No
[ x] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Stratford Fund 22 Limited Partnership
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[x] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: EHDOC North Park Village Limited Partnership
OR
[ ] a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 100 Corporate Place, Suite 404
Peabody, MA 01960
Telephone: 978-535-5600, x 124 Fax: 978-535-1141 Email: MMH@stratfordcapitalgroup.com
Name of contact person: Miles Hapgood
Federal Employer Identification No. (if you have one): _
Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if applicable):
IHDA PID# 11543, 180 units of affodable, elderly housing, rehabilitation, 5801 N Pulanski Road, Building H, Chicago, IL 60646
G. Which City agency or department is requesting this EDS? Department of Housing and Department of
Assets, Information, and Services
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # Ver.20l8-I
and Contract ft
Page 1 of 15
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
[ ] Person [ ] Limited liability company
[ ] Publicly registered business corporation [ ] Limited liability partnership
[ ] Privately held business corporation [ ] Joint venture
[ ] Sole proprietorship ' [ ] Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[x] Limited partnership [ | Yes [ ] No
[ ] Trust / \ ] Other (please specify)
For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
Massachusetts ;
For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ x] No (pending) [ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers.and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
None
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a
Page 2 of 15
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
The Disclosing Party does not currently have an interest in the Applicant. At closing, the Disclosing Party will obtain an interest
of approximately 75% in Stratford North Park Village Investors LP, who in turn will obtain a 99.98% interest in the Applicant.
CIBC Bank USA has a 99.98% interest in the Disclosing Party. 100 Corporate Place, Suite 404, Peabody MA 01940
SECTION III -- INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [ ] Yes [ J No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [x] No
If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ ] Yes [ x] No
If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must cither ask the City whether disclosure is required or make the disclosure.
Page 3 o IT 5
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
Holland & Knight, LLP, 10 St James Avenue, 11th floor, Boston MA 02116, Attorney (retained) $10,000 (estimated)
(Add sheets if necessary)
[ ] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [JNo [ ] No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [sec definition in (5) below] has engaged, in connection with the performance ofany public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment ofany fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment ofany tax administered by the Illinois Department of Revenue.
Page 4 ofl5
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions
(federal, state or local) terminated for cause or default; and
/
have not. during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment: common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity:
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Parly, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
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Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or ofany state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations): or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense ofany state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23. Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthf ul certifications.
11. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a' complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none"). None
13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [x | is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
Page 7 of 15
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
1. In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name ofany other person or entity in the Matter?
L ]Yes
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
2. Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name ofany other person or entity in the purchase ofany property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes
3. If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:
Nature of Financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
_x 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names ofany and all slaves or slaveholders described in those records:
SECTION VT -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
N A
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A( 1) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee ofany agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Vcr.2018-1 Page 9 oIT 5 :
of a member of Congress, in connection with the award ofany federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A( 1) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMEN T OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ x] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
| ] Yes [ J No | ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ j Yes [ ] No
If you checked "No" to question (1) or (2) above, please provide an explanation:
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SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution ofany contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom oiTnformation Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy ofany information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.
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CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.
Stratford Fund 22 Limited Partnership (Print or type exact legal name of Disclosing Party)
(Sign here)
By. SCG Fund 22 GP, LLC, its General Partner
By: SCG Capital Corp., its sole member
—ByH3eniamrrrB-Morr^a7f1r^de.rrr-:—
(Print or type name oi person signing)
(Print or type title of person signing)
9/3/2020
Signed and sworn to before me on (date)
County,
Notary Public
Conimission expires:
Page 12 olT5
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT H EADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [ J No
If yes, please identify below (1)the name and title of such person. (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[]Yes [JNo
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ ] No [ J The Applicant is not publicly traded on any exchange.
3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385, I hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
[ ] Yes
[ ]No
[x] N/A - T am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: CIBC BANK USA INC
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
Q the Applicant
OR
[7] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: EHDOC North Park Village Limited Partnership
OR
[] a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 120 South LaSalle Street
Chicago, Illinois 60603
Telephone: 312-564-2826 pax: Email- Danny.Gutman@CIBC.com
Name of contact person: Danny Gutman
federal Employer Identification No. (if you have one).--
F. Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Funding for 180 units of affordable, elderly housing rehabilitation, 5801 N Pulaski Road, Chicago, IL 60646
ipartmcnt of Housing and the Department of Assets, Information, and Services
G. Which City agency or department is requesting this EDS? °^
II the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification // and Contract #
Ver.2018-1 Page 1 of 15
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
Q Person Q Limited liability company
Publicly registered business corporation Q Limited liability partnership
Privately held business corporation Q Joint venture
Sole proprietorship Not-for-profit corporation
General partnership (Is the not-for-profit corporation also a 501(c)(3))?
Limited partnership QYes | [No
Trust [/] Other (please specify)
Illinois banking corporation wholly-owned by CIBC Bancorp USA Inc
For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Illinois
For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
| | Yes []No [/] Organized in Illinois
IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
SEE ATTACHMENT A
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a
Page 2 of 15
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
CIBC Bancorp USA Inc 120 S. LaSalle Street, Chicago, IL 60603 74.96%
SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? Q Yes [/] No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? Q .Yes [/] No
If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[] Yes [7] No
If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Parly must either ask the City whether disclosure is required or make the disclosure.
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Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
Dykema 10 S Wacker Dr Ste 2300, Chicago, IL 60606 Attorney Approx. $15,000
Charity and Associates 20 N Clark St Ste 1150, Chicago, IL 60602 Attorney Approx. 516,000
(Add sheets if necessary)
| [ Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities.
SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
? Yes QNo [/] No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[JYes []No
FURTHER CERTIFICATIONS
[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Parly nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance ofany public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment ofany fine, fee,, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license lees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment ofany tax administered by the Illinois Department of Revenue.
Page 4 of 15
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
c. have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5). (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment: common use of employees: or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect lo Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 ot'15
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government. or ofany state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarmenl Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense ofany state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
| FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such
Ver.2018-1 Page 6 of 15
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
11. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
NONE
If the letters "NA." the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-monlh period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
Eileen Guest - hired on 1/6/2020 Horst Fleps - hired on 5/4/2020
13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
NONE
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[/] is Q is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is. and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
Page 7 of 15
Ii the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
N/A
If the letters "NA." the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge alter reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
? Yes [/j No
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name ofany other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
? Yes
3. If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:
Name Business Address Nature of Financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
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E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
vQl. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
? 2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names ofany and all slaves or slaveholders described in those records:
SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
NONE
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A( I) above for his or her lobbying activities or to pay any
person or entity lo influence or attempt to influence an officer or employee ofany agency, as defined
by applicable federal law. a member of Congress, an officer or employee of Congress, or-an employee
Ver.2018-1 Page 9 of 15
of a member of Congress, in connection with the award ofany federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A( 1) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
0NO
Is the Disclosing Party the Applicant?
? Yes
If "Yes," answer the three questions below:
? No
1. Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
0 Yes
2. Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
3. Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[7|Yes [-JNo
If you checked "No" to question (1) or (2) above, please provide an explanation:
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SECTION VII ~ FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part ofany contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution ofany contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy ofany information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1 -23 and Section 2-154-020.
Page 11 of 15
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.
CIBC BANK USA INC
(Print or type exact legal name of Disclosing Party)
/CeviH Van Mem
By:
(Sign here)
Kevin Van Solkema
(Print or type name of person signing)
Chief Risk Officer September 17th, 2020
(Print or type title of person signing)
Signed and sworn to before me on (date) ¦ ,
at County, (state).
Notary Public Commission expires:
Page 12 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law. son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section JI.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
? Yes [7] No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
1. Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
2. If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section
2-92-416?
| | The Applicant is not publicly traded on any exchange.
3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
Page 14ofl5
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
QYes
? No
[/] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.
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ATTACHMENT A
..:. .;.:{^^»pre'ctors ¦ ':*' y"'^A^t^-::h• Executive Officers' ":*. ¦
Norman Bobins Michael Capatides Chief Executive Officer & President
Michael Capatides Brant Ahrens Executive Vice President, Head of Retail & Digital Banking / Head of Strategy
Michelle Collins Paul Carey Executive Vice President, Chief Financial Officer
Gordon Giffin Karen Case Executive Vice President, Head of Commercial Real Estate
Kevin Kelly Elizabeth Cummings Executive Vice President, Head of Technology & Operations
John Manley Robert Frentzel Executive Vice President, Co-Head of Commercial Banking
Richard Price Bruce Hague Executive Vice President, Co-Head of Commercial Banking
Larry Richman John Heiberger Executive Vice President, Head of Real Estate Finance
Barry Zubrow Jack Markwalter Executive Vice President, Head of Wealth Management
Katharine Stevenson Julie O'Connor Executive Vice President, Corporate Secretary / Head of Regulatory Affairs
Jeff Steele Executive Vice President, Head of Specialized Industries
Kevin Van Solkema Executive Vice President, Chief Risk Officer
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION 1 - GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: CIBC BANCORP USA INC
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
Q the Applicant
OR
0 a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: EHDOC North Park Village Limited Partnership
OR
Q legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 120 South LaSalle Street
Chicago, Illinois 60603
Telephone: 312-564-2826 j> Fax: Email: Danny.Gutman@CIBC.com
Name of contact person: Danny Gutman
federal Employer Identification No. (if you have one):
F. Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Funding for 180 units of affordable, elderly housing rehabilitation, 5801 N Pulaski Road, Chicago, IL 60646
>arimeni ol Housing and Ihe Department of Assots. Information, and Services
G. Which City agency or department is requesting this EDS'? D""
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification ft and Contract ft
Vcr.2018-1 Paget of 15
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
Person
Publicly registered business corporation
Privately held business corporation
Sole proprietorship
General partnership
Limited partnership
Trust
[ | Limited liability company
| | Limited liability partnership
| | Joint venture
| | Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
? Yes QNo | | Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Delaware
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
/Yes ?No | | Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
t
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
SEE ATTACHMENT A
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a
Page 2 of 15
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, slate "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
Candian Imperial Bank of Commerce Commerce Court, Toronto, ON m5:1A2 74.96%*
SECTION III -- INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? Q Yes [/] No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? QYes [/] No
If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[] Yes [7] No
If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).
SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
"The parent company is publicly traded and the Annual Inlornialion l orin (the publicly filed document) is attached as an exhibit lo the EDS.
Pa»e 3 of 15
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, . paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[7] Check, here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
Yes QNo [/] No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
Yes ? No
FURTHER CERTIFICATIONS
[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance ofany public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee. tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment ofany tax administered by the Illinois Department of Revenue.
Page 4 of 15
The Disclosing Party and, if the Disclosing Party is a legal entity > all of those persons or entities identified in Section 11(B)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership: identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or. with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party , any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 15
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or ofany state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense ofany state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
| FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article J applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not. without the prior written consent of the City, use any such
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
11. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
NONE
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
NONE
13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
NONE
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[/] is is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We arc not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
Page 7 of 15
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
N/A
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
? Yes [7] No
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name ofany other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
? Yes
3. If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:
Nature of Financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
Page8ol'15
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
?
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names ofany and all slaves or slaveholders described in those records:
SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
NONE
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay ,
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee ofany agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 Page 9 of 15
of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
Yes [7] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[J Yes Q No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
Q Yes Q No jjReports not required
I lave you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
Yes [JNo
If you checked "No" to question (1) or (2) above, please provide an explanation:
Page 10 of 15
SECTION VII -
- FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part ofany contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.ora/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law. or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy ofany information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.
PaoC 11 of 15
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS. and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.
CIBC BANCORP USA INC*
(Print or type exact legal name of Disclosing Party)
B Kevin Van Mem
(Sign here)
Kevin Van Solkema September 17th, 2020
(Print or type name of person signing)
Chief Risk Officer
(Print or type title of person signing)
Signed and sworn to before me on (date) ,
at County, (state).
Notary Public Commission expires:
Page 12 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
QYes
If yes. please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
QYes |7]No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
| [ Yes f/] No Q The Applicant is not publicly traded on any exchange.
3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
Page 14 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385, I hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
QYes
? No
[~/| N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.
Page 15 of 15
ATTACHMENT A
F?V ' ^'M*k:' • "i&t- • /*6lBG BANCORP US^jNC ' ^fc. . ' :'* .v?* -gate, - V*$f> -*$y^ = •
V Directors Executive Officers :
Norman Bobins Michael Capatides Chief Executive Officer & President
Michael Capatides Brant Ahrens Executive Vice President, Head of Retail & Digital Banking / Head of Strategy
Michelle Collins Paul Carey Executive Vice President, Chief Financial Officer
Gordon Giffin Karen Case Executive Vice President, Head of Commercial Real Estate
Kevin Kelly Elizabeth Cummings Executive Vice President, Head of Technology & Operations
John Manley Robert Frentzel Executive Vice President, Co-Head of Commercial Banking
Richard Price Bruce Hague Executive Vice President, Co-Head of Commercial Banking
Larry Richman John Heiberger Executive Vice President, Head of Real Estate Finance
Barry Zubrow Jack Markwalter Executive Vice President, Head of Wealth Management
Katharine Stevenson Julie O'Connor Executive Vice President, Corporate Secretary / Head of Regulatory Affairs
Jeff Steele Executive Vice President, Head of Specialized Industries
Kevin Van Solkema Executive Vice President, Chief Risk Officer
Canadian Imperial Bank of Commerce
ANNUAL INFORMATION FORM
December 4, 2019
TABLE OF CONTENTS
A NOTE ABOUT FORWARD-LOOKING STATEMENTS
INFORMATION INCORPORATED BY REFERENCE|109|CORPORATE STRUCTURE|109|Name, Address and Incorporation|109|Intercorporate Relationships|109|DESCRIPTION OF THE BUSINESS
The CIBC Organization
Competitive Conditions|109|Social and Environmental Policies|109|Risk Factors|109|GENERAL DEVELOPMENT OF THE BUSINESS
Three Year History|109|DIVIDENDS|109|CAPITAL STRUCTURE
Description of Common Shares
Description of Preferred Shares
Certain Conditions of the Class A Preferred Shares as a Class
Bank Act (Canada) Restrictions Related to Share Ownership
Liquidity and Credit Ratings|109|MARKET FOR SECURITIES
Trading Prices and Volume
Prior Sales
Escrow Securities|10 9|DIRECTORS AND OFFICERS|10 9|Directors and Board Committees|10 9|Executive Officers
Shareholdings of Directors and Executive Officers
Corporate Cease Trade Orders or Bankruptcies
10 Penalties or Sanctions
10 Personal Bankruptcies
10 Conflicts of Interest
10 LEGAL PROCEEDINGS AND REGULATORY ACTIONS
10 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 10 TRANSFER AGENT AND REGISTRAR
EXPERTS
AUDIT COMMITTEE
11 Education and Experience
PRE-APPROVAL POLICIES AND PROCEDURES
FEES FOR SERVICES PROVIDED BY SHAREHOLDERS' AUDITOR
ADDITIONAL INFORMATION
Appendix A: Rating Definitions
15 Appendix B: Audit Committee Mandate
A NOTE ABOUT FORWARD-LOOKING STATEMENTS
From time to time, we make written or oral forward-looking statements within the meaning of certain securities laws, including in this Annual Information Form, in other filings with Canadian securities regulators or the U.S. Securities and Exchange Commission and in other communications. All such statements are made pursuant to the "safe harbour" provisions of, and are intended to be forward-looking statements under applicable Canadian and U.S securities legislation, including the U.S. Private Securities Litigation Reform Act of 1995 These statements include, but are not limited to, statements made about our operations, business lines, financial condition, risk management, priorities, targets, ongoing objectives, strategies, the regulatory environment in which we operate and outlook for calendar year 2020 and subsequent periods. Forward-looking statements are typically identified by the words "believe", "expect", "anticipate", "intend", "estimate", "forecast", "target", "objective" and other similar expressions or future or conditional verbs such as "will", "should", "would" and "could". By their nature, these statements require us to make assumptions and are subject to inherent risks and uncertainties that may be general or specific. A variety of factors, many of which are beyond our control, affect our operations, performance and results, and could cause actual results to differ materially from the expectations expressed in any of our forward-looking statements. These factors include: credit, market, liquidity, strategic, insurance, operational, reputation, conduct and legal, regulatory and environmental risk; the effectiveness and adequacy of our risk management and valuation models and processes, legislative or regulatory developments in the jurisdictions where we operate, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations issued and to be issued thereunder, the Organisation for Economic Co-operation and Development Common Reporting Standard, and regulatory reforms in the United Kingdom and Europe, the Basel Committee on Banking Supervision's global standards for capital and liquidity reform, and those relating to bank recapitalization legislation and the payments system in Canada; amendments to, and interpretations of, risk-based capital guidelines and reporting instructions, and interest rate and liquidity regulatory guidance, the resolution of legal and regulatory proceedings and related matters; the effect of changes to accounting standards, rules and interpretations, changes in our estimates of reserves and allowances; changes in tax laws; changes to our credit ratings, political conditions and developments, including changes relating to economic or trade matters; the possible effect on our business of international conflicts and terrorism; natural disasters, public health emergencies, disruptions to public infrastructure and other catastrophic events; reliance on third parties to provide components of our business infrastructure; potential disruptions to our information technology systems and services; increasing cyber security risks which may include theft or disclosure of assets, unauthorized access to sensitive information, or operational disruption, social media risk; losses incurred as a result of internal or external fraud; anti-money laundering; the accuracy and completeness of information provided to us concerning clients and counterparties, the failure of third parties to comply with their obligations to us and our affiliates or associates, intensifying competition from established competitors and new entrants in the financial services industry including through internet and mobile banking; technological change; global capital market activity; changes in monetary and economic policy; currency value and interest rate fluctuations, including as a result of market and oil price volatility, general business and economic conditions worldwide, as well as in Canada, the U.S. and other countries where we have operations, including increasing Canadian household debt levels and global credit risks; our success in developing and introducing new products and services, expanding existing distribution channels, developing new distribution channels and realizing increased revenue from these channels, changes in client spending and saving habits; our ability to attract and retain key employees and executives; our ability to successfully execute our strategies and complete and integrate acquisitions and joint ventures; the risk that expected synergies and benefits of an acquisition will not be realized within the expected time frame or at all, and our ability to anticipate and manage the risks associated with these factors. This list is not exhaustive of the factors that may affect any of our forward-looking statements These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements. We do not undertake to update any forward-looking statement that is contained in this Annual Information Form or in other communications except as required by law.
CIBC 2019 Annii.il Iniorirmion l-orm 2
INFORMATION INCORPORATED BY REFERENCE
Certain disclosures in this Annual Information Form (AIF) are incorporated by reference from CIBC's 2019 Annual Report for the year ended October 31, 2019. The table below identifies pages from the 2019 Annual Report which are incorporated by reference into this AIF. The 2019 Annual Report is available on SEDAR at www sedar.com .
AIF Item 2019 Annual Report - Page Reference
CORPORATE STRUCTURE Intercorporate Relationships DESCRIPTION OF THE BUSINESS The CIBC Organization Social and Environmental Policies Risk Factors DIVIDENDS CAPITAL STRUCTURE DIRECTORS AND BOARD COMMITTEES LEGAL PROCEEDINGS TRANSFER AGENT AND REGISTRAR AUDIT COMMITTEE Fees for Services provided by Shareholders' Auditor GLOSSARY 183 1-93 77 40-77 159-162 159-163 204 177-180 202 93 196-201
Unless otherwise specified, this AIF presents information as at October 31, 2019
CORPORATE STRUCTURE Name. Address and Incorporation
Canadian Imperial Bank of Commerce (CIBC) is a diversified financial institution governed by the Bank Act (Canada), which constitutes its charter CIBC was formed through the amalgamation of The Canadian Bank of Commerce and Imperial Bank of Canada in 1961. The Canadian Bank of Commerce was originally incorporated as Bank of Canada by special act of the legislature of the Province of Canada in 1858. Subsequently, the name was changed to The Canadian Bank of Commerce and it opened for business under that name in 1867 Imperial Bank of Canada was incorporated in 1875 by special act of the Parliament of Canada and commenced operations in that year The address of the registered and head office of CIBC is Commerce Court, Toronto, Ontario, Canada, M5L 1A2.
Intercorporate Relationships
Information about the intercorporate relationships among CIBC and its significant subsidiaries is provided on page 183 of the 2019 Annual Report
DESCRIPTION OF THE BUSINESS The CIBC Organization
CIBC is a leading North American financial institution CIBC serves its clients through four mam strategic business units Canadian Personal and Small Business Banking, Canadian Commercial Banking and Wealth Management, U S Commercial Banking and Wealth Management and Capital Markets
Canadian Personal and Small Business Banking provides personal and business clients across Canada with financial advice, products and services through a team in our banking centres, as well as through our direct, mobile and remote channels
Canadian Commercial Banking and Wealth Management provides high-touch, relationship-oriented banking and wealth management services to middle-market companies, entrepreneurs, high-net-worth individuals and families across Canada, as well as asset management services to institutional investors
U S Commercial Banking and Wealth Management provides high-touch, relationship-oriented commercial, personal and small business banking, as well as wealth management services to meet the needs of middle-market companies, executives, entrepreneurs, high-net-worth individuals and families in the markets we serve in the U S
ClliC 2019 Annual Information Four. 3
Capital Markets provides integrated global markets products and services, investment banking advisory and execution, corporate banking solutions and top-ranked research to corporate, government and institutional clients around the world.
CIBC's four main strategic business units are supported by the following functional groups: Technology and Operations, Risk Management, Culture and Brand, and Finance, as well as other support groups, which all form part of Corporate and Other. Information about CIBC's business lines and functional groups is provided in the 2019 Annual Report on pages 1 to 93.
A more complete description of services provided by Canadian Personal and Small Business Banking, Canadian Commercial Banking and Wealth Management, U.S. Commercial Banking and Wealth Management and Capital Markets can be found in the 2019 Annual Report on pages 17 to 25.
Competitive Conditions
CIBC was the fifth largest Canadian chartered bank in terms of market capitalization as at October 31, 2019.
CIBC operated in an environment of decelerating economic growth in both the U.S. and Canada in 2019. Canada experienced low unemployment rates that supported household credit quality, but credit performance has normalized from very strong levels in the prior year. Both consumer and mortgage credit growth grew at a much slower pace than earlier in this expansion but showed a modest acceleration in the latter half of the year as mortgage rates eased and housing activity rebounded. Corporate credit quality remained generally healthy despite,a slowing in profit growth, but was impacted by softer conditions in some regions and sectors A drop in business capital spending drove slower growth in financing activity that manifested in the form of softer growth in bonds and equity issuance while business loan growth remained healthy. The U S. economy showed a moderation in growth, as earlier-fiscal stimulus impacts faded and trade uncertainties grew. Conversely, labour markets remained very healthy, with the consumer side of the economy helped by income gains and interest rate cuts in the second half of the year. Loan growth remained steady, while equities recovered ground and interest rate relief offset sluggish earnings.
Social and Environmental Policies
Additional information about our environmental policies and environmental risks can be found under "Management of risk - Other risks -Environmental and related social risk" on page 77 of the 2019 Annual Report Furthermore, CIBC's Corporate Responsibility Report and Public Accountability Statement summarizes our commitment to our stakeholders and highlights the activities we are undertaking to enhance our economic, environmental, social and governance contributions. This report is available at https //www.cibc.com/content/cibcpublic/en/about-cibc7corporate-responsibilitv.html
Risk Factors
A discussion of risk factors related to CIBC and its business, and the steps taken to manage those risks appears throughout the 2019 Annual Report and in particular under the heading "Management of risk" on pages 40 to 77.
GENERAL DEVELOPMENT OF THE BUSINESS
Three Year History
At CIBC, we are building a relationship-oriented bank for a modern world
For many years, CIBC has reported a scorecard of financial objectives to evaluate and report on our progress to external stakeholders. These measures, for which CIBC has set targets over the medium term, defined as three to five years, can be categorized into five key areas'
1 Earnings Growth
Average annual earnings per share (EPS) growth of 5% to 10%. 2. Efficiency Ratio
Run rate efficiency ratio (ratio of non-interest expenses to total revenue) of 52% by 2022 3: Return on Common Shareholders' Equity
Return on common shareholders' equity (ROE) of at least 1 5% through the cycle 4. Shareholder Value
Dividend payout ratio of 40% to 50% of earnings to common shareholders.
Total shareholder return that exceeds the industry average, which we have defined as the Standard & Poor's (S&P)/Toronto Stock Exchange (TSX) Composite Banks Index, over a rolling five-year period
5 Balance Sheet Strength
Maintain strong capital ratios that comfortably exceed the regulatory targets set by the Office of the Superintendent of Financial Institutions (OSFI)
CIBC 2019 Annual Information Fori:'. 4
1. Earnings Growth
Reported diluted EPS was $11.19 in 2019, compared with $11 65 in 2018, down 4% Reported diluted EPS was $11 24 in 2017. Adjusted diluted EPS'" was $11.92 in 2019, compared with $12 21 in 2018, down 2%. Adjusted diluted EPS1" was $11.11 in 2017.
Efficiency Ratio
The reported efficiency ratio was 58.3% compared with 57.5% in 2018 and 58.8% in 2017. The adjusted efficiency ratio"' was 55.5% compared with 55.6% in 2018 and 57.2% in 2017.
Return on Common Shareholders' Equity
In 2019, reported ROE of 14.5% was below the 15% target and down from 16 6% in 2018 Reported ROE was 18.3% in 2017 Adjusted ROE'" of 15 4% was above our target but down from 17 4% reported in 2018. Adjusted ROE'" was 18 1 % in 2017.
Shareholder Value
CIBC's 2019 reported dividend payout ratio was 49.9%, compared with 45.5% in 2018. The reported dividend payout ratio was 45 6% in 2017. CIBC's 2019 adjusted dividend payout ratio'" was 46.9% compared with 43 4% in 2018 The adjusted dividend payout ratio1" was 46.2% in 2017.
CIBC's rolling five-year total shareholder return for'the period ended October 31, 2019 was 38.4% compared with 51 3% for the S&P/TSX Composite Banks Index.
Balance Sheet Strength
At the end of 2019, CIBC's Basel III Common Equity Tier 1 ratio was 11 6%, well above the current OSFI target.
(1) For additional information, see the "Non-GAAP measures" section on page 13 of tho 2019 Annual Report
DIVIDENDS
CIBC has a common share dividend policy of maintaining a balance between the distribution of profits to shareholders and the need to retain capital for safety and soundness, and to support growth of the businesses. In the context of this overall policy, CIBC's key criteria for considering dividend increases are the current payout ratio compared to the target, and its view on the sustamability of the level of current earnings through the cycle. Going forward, CIBC will continue to target a dividend payout ratio of 40% to 50%.
The cash dividends declared and paid per share for each class of CIBC shares and restrictions on the payment of dividends can be found on pages 159 to 162 of the 2019 Annual Report.
CAPITAL STRUCTURE
The following summary of CIBC's capital structure is qualified in its entirety by CIBC's by-laws and the actual terms and conditions of such shares Additional detail on CIBC's capital structure is provided on pages 159 to 163 of the 2019 Annual Report.
Description of Common Shares
CIBC's authorized common share capital consists of an unlimited number of common shares without nominal or par value. The holders of common shares are entitled to receive dividends as and when declared by the Board of Directors of CIBC (the Board), subject to the preference of holders of preferred shares. A holder of common shares is entitled to notice of and to attend all shareholders' meetings, except meetings at which only holders of a specified class or series of shares are entitled to vote, and for all purposes will be entitled to one vote for each common share held. In the event of liquidation, dissolution or winding-up of CIBC, after payment of all outstanding deposits and debts and subject to the preference of any shares ranking senior to the common shares, the holders of common shares will be entitled to a pro rata distribution of the remaining assets of CIBC The holders of common shares have no pre-emptive, subscription, redemption or conversion rights The rights, preferences and privileges of the common shares are subject to the rights of the holders of preferred shares.
Description of Preferred Shares
CIBC is authorized to issue an unlimited number of Class A Preferred Shares and Class B Preferred Shares without nominal or par value, issuable in series, with such rights, privileges, restrictions and conditions as the Board may determine, provided that, for each class of preferred shares, the maximum aggregate consideration for all outstanding shares, at any time does not exceed $10 billion There are seven series of Class A Preferred Shares currently outstanding (Series 39, 41, 43, 45, 47, 49 and 51) and no Class B Preferred Shares currently outstanding.
The Bank Act (Canada) requires that banks maintain adequate capital in relation to their operations The Superintendent of Financial Institutions (the Superintendent) establishes capital adequacy requirements for issuances of regulatory capital by banks These requirements include that all regulatory capital must be able to absorb losses in a failed financial institution Effective January 1, 2013, in accordance with capital adequacy requirements adopted by the Superintendent, non-common capital instruments issued after January 1, 201 3, including preferred shares, must include non-viability contingent capital (NVCC) provisions, providing for the full and permanent automatic conversion
CIBC 2019 Annual Information Form 5
(an NVCC Automatic Conversion) of such non-common capital instruments into common shares upon the occurrence of certain trigger events relating to financial viability (the NVCC Provisions) in order to qualify as regulatory capital.
The following describes certain general terms and conditions of the preferred shares
Certain Conditions of the Class A Preferred Shares as a Class
The following is a summary of certain provisions attached to the Class A Preferred Shares as a class. Priority
The Class A Preferred Shares of each series of Class A Preferred Shares rank on a parity with every other series of Class A Preferred Shares and rank in priority to the Class B Preferred Shares and the common shares of CIBC with respect to the payment of dividends and on the distribution of assets in the event of the liquidation, dissolution or winding-up of CIBC, provided that an NVCC Automatic Conversion as contemplated under the NVCC Provisions applicable to a series of Class A Preferred Shares has not occurred.
Restrictions on Creation of Additional Class A Preferred Shares
In addition to any shareholder approvals required by applicable law, the approval of the holders of the Class A Preferred Shares given in the manner described under "Modification" below, is required for any increase in the maximum aggregate consideration for which the Class A Preferred Shares may be issued and for the creation of any shares ranking prior to or on a parity with the Class A Preferred Shares.
Modification
Approval of amendments to the provisions of the Class A Preferred Shares as a class and any other authorization required to be given by the holders of Class A Preferred Shares may be given by a resolution carried by an affirmative vote of not less than 66^% of the votes cast at a meeting at which the holders of 10% of the outstanding Class A Preferred Shares are present or represented by proxy or, if no quorum is present at such meeting, at an adjourned meeting at which the shareholders then present would form the necessary quorum.
Rights on Liquidation
In the event of the liquidation, dissolution or winding-up of CIBC, provided that an NVCC Automatic Conversion as contemplated under the NVCC Provisions.applicable to a series of Class A Preferred Shares has not occurred, the holders of the Class A Preferred Shares will be entitled to receive an amount equal to the price at which such shares are issued together with such premium, if any, as shall have been provided for with respect to the Class A Preferred Shares of any series, together with all declared and unpaid dividends, before any amount is paid or any assets of CIBC are distributed to the holders of any shares ranking junior to the Class A Preferred Shares. Upon payment to the holders of the Class A Preferred Shares of the amounts so payable to them, they will not be entitled to share in any further distribution of the assets of CIBC. If an NVCC Automatic Conversion as contemplated under the NVCC Provisions applicable to a series of Class A Preferred Shares has occurred, all of the Class A Preferred Shares of such series shall have been converted into common shares of CIBC in accordance with a pre-determined conversion formula specified at the time of issuance of the Class A Preferred Shares of such series and will rank on parity with all other common shares of CIBC.
Voting Rights
Subject to the provisions of the Bank Act (Canada), the directors of CIBC are empowered to set voting rights, if any, for each series of Class A Preferred Shares
Contingent Conversion of Certain Series of Class A Preferred Shares
All of CIBC's currently outstanding Class A Preferred Shares (Series 39, 41, 43, 45, 47, 49 and 51) were issued after January 1, 2013 and, accordingly, contain NVCC Provisions in their respective share terms and conditions The number of common shares into which such Class A Preferred Shares would be converted upon an NVCC Automatic Conversion will be determined in accordance with a pre-determined conversion formula specified at the time of issuance of such Class A Preferred Shares.
Bank Act (Canada) Restrictions Related to Share Ownership
The Bank Act (Canada) contains restrictions on the issue, transfer, acquisition, beneficial ownership and voting of all shares of a chartered bank By way of summary, no person, or persons acting jointly or in concert, shall be a major shareholder of a bank if the bank has equity of $12 billion or more (which would include CIBC). A person is a maior shareholder of a bank where (i) the aggregate of the shares of any class of voting shares beneficially owned by that person, by entities controlled by that person and by any person associated or acting jointly or in concert with that person (as contemplated by the Bank Act (Canada)) is more than 20% of that class of voting shares; or (n) the aggregate of the shares of any class of non-voting shares beneficially owned by that person, by entities controlled by that person and by any person associated or acting jointly or in concert with that person (as contemplated by the Bank Act (Canada)) is more than 30% of that class of non-voting shares No person, or persons acting jointly or in concert, shall have a significant interest in any class of shares of a bank, including CIBC, unless the person first receives the approval of the Minister of Finance (Canada) For purposes of the Bank Act (Canada), a person has a significant interest in a class of shares of a bank where the aggregate of any shares of the class beneficially owned by that person, by entities controlled by that person and by any person associated or acting jointly or in concert with that person (as contemplated by the Bank Act (Canada)) exceeds 10% of all of the outstanding shares of that class of shares of such bank
CIBC 2019 Annual Irvoimauon hiim 6
In addition, the Bank Act (Canada) prohibits a bank, including CIBC, from recording in its securities register the transfer or issuance of shares of any class to Her Majesty in right of Canada or of a province, an agent or agency of Her Majesty, a government of a foreign country or any political subdivision of a foreign country, or an agent or agency of a foreign government. The Bank Act (Canada) also suspends the exercise of any voting rights attached to any share of a bank, including CIBC, that is beneficially owned by Her Majesty in right of Canada or of a province, an agency of Her Majesty, a government of a foreign country or any political subdivision of a foreign country, or any agency thereof.
Liquidity and Credit Ratings
CIBC funds its operations with client-sourced deposits, supplemented with a wide range of wholesale funding
CIBC's principal approach aims to fund its balance sheet with deposits primarily raised from personal and commercial banking channels. CIBC maintains a foundation of relationship-based core deposits, whose stability is regularly evaluated through internally developed .statistical assessments.
We routinely access a range of short-term and long-term secured and unsecured funding sources diversified by geography, depositor type, instrument, currency and maturity. We raise long-term funding from existing programs including covered bonds, asset securitizations and unsecured debt.
CIBC continuously evaluates opportunities to diversify into new funding products and investor segments in an effort to maximize funding flexibility and minimize concentration and financing costs. We regularly monitor wholesale funding levels and concentrations to internal limits consistent with our desired liquidity risk profile.
The Global Asset Liability Committee and the Risk Management Committee of the Board review and approve CIBC's funding plan, which incorporates projected asset and liability growth, funding maturities, and output from our liquidity position forecasting.
Access to wholesale funding sources and the cost of funds are dependent on various factors including credit ratings CIBC's wholesale funding and credit ratings are also discussed on pages 71 to 72 of the 2019 Annual Report under the heading "Management of risk -Liquidity risk".
The table below provides the ratings for CIBC's Class A Preferred Shares and debt obligations as at December 4, 2019:
(DBRS)
(Fitch)
DBRS Limited Fitch Ratings, Inc. Moody's Investors Standard & Poor's
AA AA ¦AA (low) A (high) A (low) Pfd-2 R-1 (high) Stable
AA-AA-AA-A+ A+ n/a F1 + Stable
Aa2 Aa2
A2 Baal Baal Baa3
P-1 Stable
A+
A+ BBB+ BBB+
BBB P-3 (high)
A-1 Stable
Service, Inc. (Moody's) Ratings Services (S&P)
Deposit/Counterparty'" Legacy senior debt12' Senior debt'3'
Subordinated indebtedness Subordinated indebtedness - NVCC'41 Preferred shares - NVCC(4! Short-term debt Outlook
DBRS Long-Term Issuer Raring, Moody's Long-Term Deposit and Counterparty Risk Assessment Rating, S&P's Issuer Credit Rating; Fitch Long-Term Issuer Default and Derivative Counterparty Rating
Includes senior debt issued prior ;o September 23, 2018 as well as senior debt issued on or after September 23, 2018 which is not subiect to the bank recapitalization (bail-in) conversion regulations issued by the Department of Finance (Canada)
Comprises liabilities that are subject to conversion under the bail-in regulations
(4) Comprises instruments that are treated as NVCC in accordance with OSFI's capital adequacy guidelines
n/a Not applicable
The ratings should not be construed as a recommendation to buy, sell, or hold CIBC securities Ratings may be revised or withdrawn at any time by the respective rating agencies.
Definitions of rating categories are available on the respective rating agencies' websites and are outlined in Appendix A. More detailed explanations of the various rating categories may be obtained directly from the rating agencies
As is common practice, CIBC has paid fees charged by all four of the above-noted rating agencies for their rating services and, to certain of the rating agencies, for other services during the last two years CIBC reasonably expects that such payments will continue to be made for services in the future.
CIBC 2019 Annual Information Forrr- 7
MARKET FOR SECURITIES
CIBC maintains a listing of its common shares on the Toronto Stock Exchange and the New York Stock Exchange CIBC maintains a listing of its Class A Preferred Shares on the Toronto Stock Exchange'1'.
The following subordinated indebtedness securities issued by CIBC are listed on the London Stock Exchange:
U.S. Dollar Floating Rate Debenture Notes Due 2084 with interest at 6-month US$ LIBOR plus 0.25% To CIBC's knowledge, the issue did not trade on the exchange during the year ended October 31, 2019.
U S. Dollar Floating Rate Subordinated Capital Debentures Due 2085 with interest at 6-month US$ LIBOR plus 0.125%. To CIBC's knowledge, the issue did not trade on the exchange during the year ended October 31, 2019
(1) From time to time, securities of CIBC may be listed on other stock exchanges or quotation systems by investors, brokers or others without the consent or involvement of CIBC This section does not include debt instruments that are deposits
Trading Prices and Volume'"
2018
Nov.
Jan.
Dec.
Feb.
Mar.
Apr.
May
Jun.
Oct.
Jul.
Sep.
2019
Aug.
GommoniSharesir*
High $11635 $112.55 $111.75 $11507 $114 05 $113 10 $11342 $105 66 $104 89 $104 03 $111 90 $113 36
Low $11049 $99 51 $100.60 $109 90 $105 58 S106 31 $100 73 $101 94 $101 50 $97.55 $101.65 $105 78
Volume (thousands) 27,731 38,272 24,921 25,643 41,460 30,195 45,089 36,244 27,466 33,237 42,991 32,146
Preferred SKares Series|39; " • JT *$! , • - '»m ¦WBt'r „-«w. •• • $
High $22 84 $21.03 $20.66 $19 80 $1940 $18 79 $1860 $17 20 $17 93 $17 78 $17.00 " $16 74
Low $20 00 $17 31 $18.27 $18 77 $18 28 $18 14 $16 49 $16 24 $17 11 $15 64 $16 25 $16 25
Volume (thousands) 317 294 246 484 311 131 199 572 364 152 291 408
Preferred Shares Series 41 ' -'* '-V , ^'i^^^^il^^^^ff^ -. . igi*, ¦. .^^1%^^^^
High $22 42 $20 58 $20 24 $19.16 $18 98 $18 25 $17 88 $16 61 $17 70 $17 31 $1665 $16 47
Low $1960 $17 08 $17 79 $18.23 ' $1725 $17 70 $16.30 $15.96 $16 50 $14 56 $1547 $15.63
Volume (thousands) 154 346 228 193 265 155 105 164 345 109 95 193
Preferred Shares1 Series^ "fjgp "iy"-'"-:¦ '<•"•* •'. * • . * ;
High $24.29 $22 28 $22 00 $21 78 $21 46 $20 52 $20 29 $19 09 $19 75 $19.28 $18 67 $18.47
Low $21 33 $1880 $19 82 $20.64 $19 86 $19.92 $18 92 $18.01 $18 85 $17.00 $17 30 $17.47
Volume (thousands) 111 792 326 177 107 102 324 94 197 116 118 128
Rreferred^SKare^SeriesaSife, '¦ ' . ' ¦ '^SS
High $25.14 $24 50 $23 87 $23 87 $23 45 $23 22 $23 07 $21 84 $22 56 $22.41 $21 62 $21 85
Low $23 40 $21 02 $21 93 $22 75 $22 63 $22 38 $21 25 $21.15 $21 59 $19.80 $20 10 $21 12
Volume, (thousands) 1,250 516 973 801 863 504 631 652 702 420 396 462
Preferred-Shares Series 47 )XiWm:.fflsE :-MSm$. - ,, ¦¦: 'Sir
High $24 05 $21.50 $22 27 $21 00 $21 00 $21 09 $20 69 $19 45 $19 70 $19 06 $19 28 $18.18
Low $20.39 $19.01 $19 80 $20 05 $20 36 $20 22 $18 91 $18 56 $18 65 $16 89 $17 45 $17 40
Volume (thousands) 294 757 286 715 196 189 243 485 448 289 399 671
Preferred Shares Series;.49a?:^"rti-; ¦¦¦ ~........... ":¦r^;:™s™»|i|^ ¦ ,„:,;¦;.:,.,,. ,^/.:sS^«^m^^j--.,.v - ¦
High Issued January 22, 2019 $24 99 $25 30 $25 39 $25 68 $25 50 $24 83 $24 95 $25 00 $24.20 $24 00
Low $24.65 $24 90 S25 10 $25 14 $24 42 $23 85 $24 36 $22 92 $23.27 $23 33
Volume (thousands) 1,441 991 268 762 436 266 326 215 337 267
Preferred ShareSiSeriesfSI^ . ^fliP^™-":'^;- ,„ ... ¦ v.:^; . .-Ji
High Issued June 4, 2019 $24 72 $25 00 $25 00 $24 80 $24 75
Low $23 98 $24 70 $23 20 $24 11 $23 50
Volume (thousands) 1,873 619 285 537 175
(1) Data from the ISX Historical Data Access
Prior Sales
CIBC sold one issue of subordinated indebtedness during the year ended October 31, 2019 The issue is not listed or quoted on an exchange
$1.5 billion 2.95% Debentures due June 19, 2029 (subordinated indebtedness) were issued on June 19, 2019, at a price of 99.97%
CIBC 2019 Annual Information Form 8
Escrow Securities
The following securities were held in escrow as at October 31, 2019. AST Trust Company (Canada) is the custodian of these securities These securities will remain in escrow and not be released until the date and conditions set out in the escrow agreement are met
Percentage of class
350,535
Designation of class
0.079 %
Common shares
DIRECTORS AND OFFICERS Directors and Board Committees
Information concerning the directors and board committees of CIBC is found on page 204 of the 2019 Annual Report.
All of the directors have held their business affiliations indicated on page 204 of the 2019 Annual Report for the past five years with the exception of the following:
(i) John P. Manley was previously President and Chief Executive Officer, Business Council of Canada from 2010 to 2018. Effective
September 2019, John Manley is Senior Advisor, Bennett Jones, LLP (n) Christine E Larsen was previously Senior Advisor to the Chief Executive Officer at First Data Corporation from December 2018 to March
2019 and Executive Vice-President and Chief Operations Officer from 2013 to 2018
Directors are elected annually. Under the Bank Act (Canada) and CIBC's by-laws, a director's term expires at the close of the next annual meeting of shareholders, which is scheduled for April 8, 2020.
Executive Officers
The following are CIBC's executive officers, their titles and their municipalities of residence, as at December 4, 2019.
Name Title Municipality of Residence
Victor G. Dodig President and Chief Executive Officer, CIBC Toronto, Ontario, | Canada j
Shawn Beber Senior Executive Vice-President, General Counsel and Corporate Development Toronto, Ontario, Canada
Michael G. Capatides i Senior Executive Vice-President and Group Head, CIBC U S. Region, President ; and CEO, CIBC Bank USA Morristown, New Jersey, U.S
Harry Culham ' Senior Executive Vice-President and Group Head, Capital Markets Toronto, Ontario, Canada
Laura Dottori-Attanasio : Senior Executive Vice-President and Chief Risk Officer Toronto, Ontario, Canada
Jon Hountalas i Senior Executive Vice-President and Group Head, Commercial Banking and Wealth Management, Canada Deepak Khandelwal Senior Executive Vice-President and Chief Client Experience Officer Toronto, Ontario, Canada Oakville, Ontario, Canada
Toronto, Ontario, Canada
Toronto, Ontario, Canada
Niagara-on-the-Lake, Ontario, Canada
Senior Executive Vice-President and Group Head, Personal and Small Business Banking, Canada
Senior Executive Vice-President and Chief Financial Officer
Burlington, Ontario, Canada
Senior Executive Vice-President and Group Head, Technology and Operations
Senior Executive Vice-President and Chief Human Resources and Communications Officer
All of the executive officers have held their present position or another executive position in CIBC for more than five years except for Deepak Khandelwal who was at Rogers Communications Inc from 2014 to 2017 where he was Chief Customer Officer and prior to that was at Google Inc from 2010 to 2014 where he held a series of senior positions and was last VP, Global Customer Experience
Shareholdings of Directors and Executive Officers
To CIBC's knowledge, as at October 31, 2019, the directors and executive officers of CIBC as a group, beneficially owned, directly or indirectly, or exercised control or direction over less than 1% of the ouistanding common shares of CIBC or FirstCanbbean International Bank Limited
OK 2019 Annual Ininrrrsiion lorn 9
Corporate Cease Trade Orders or Bankruptcies
Except as set out below, to CIBC's knowledge, in the last 10 years, no director or executive officer of CIBC is or has been a director, chief executive officer or chief financial officer of a company that: (i) while that person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied the company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or (n) was subject to such an order that was issued, after that person ceased to be a director or chief executive officer or chief financial officer, and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. Except as set out below, to CIBC's knowledge, in the last 10 years, no director or executive officer of CIBC is or has been a director or executive officer of a company that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets
• Ms.-Jane L. Peverett, a director of CIBC, was a director of Postmedia Network Canada Corp. (Postmedia) between April 2013 and January 2016 On October 5, 2016, Postmedia completed a recapitalization transaction pursuant to a court approved plan of arrangement under the Canada Business Corporations Actunder which, approximately US$268.6 million of debt was exchanged for shares that represented approximately 98% of the outstanding shares at that time. Additionally, Postmedia repaid, extended and amended the terms of its outstanding debt obligations pursuant to the recapitalization transaction.
Penalties or Sanctions
To CIBC's knowledge, no director or executive officer of CIBC: (i) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (ii) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision Personal Bankruptcies
To CIBC's knowledge, in the last 10 years, no director or executive officer has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or executive officer.
Conflicts of Interest
To CIBC's knowledge, no director or executive officer of CIBC or its subsidiaries has an existing or potential material conflict of interest with CIBC or any of its subsidiaries.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
A description of significant legal proceedings to which CIBC is a party is provided under the heading "Contingent liabilities and provision" on pages 177 to 180 of the 2019 Annual Report.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
To CIBC's knowledge, no director or executive officer of CIBC, or any of their associates has any material interest, directly or indirectly, in any transaction within the three most recently completed financial years that has materially affected or is reasonably expected to materially affect CIBC.
TRANSFER AGENT AND REGISTRAR
The addresses for CIBC's transfer agent and registrar are provided on page 202 of the 2019 Annual Report EXPERTS
Ernst & Young LLP, Chartered Professional Accountants, Licensed Public Accountants, Toronto, Ontario, is the external auditor who prepared the Reports of Independent Registered Public Accounting Firm to shareholders in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB) - which includes the reports on CIBC's consolidated financial statements and internal control over financial reporting Ernst & Young LLP is independent with respect to CIBC within the context of the CPA Code of Professional Conduct of the Chartered Professional Accountants of Ontario, and the United States federal securities laws and the rules and regulations thereunder, including the independence rules adopted by the U S. Securities and Exchange Commission (SEC) pursuant to the Sarbanes-Oxley Act of 2002, and in compliance with Rule 3520 of the PCAOB
CIK 2019 Ann.ial !-i:orrr;iilO'l Foirr 10
AUDIT COMMITTEE
The Audit Committee Mandate as approved by the Board is included in Appendix B The members of the Audit Committee are listed below. Each member of the Audit Committee is independent and financially literate as defined by Canadian securities laws. At least one member of the Audit Committee has been designated by the Board as an "audit committee financial expert" as defined by the rules of the SEC
Education and Experience
This section describes the education and experience of CIBC's Audit Committee members that is relevant to the performance of their responsibilities.
Each member of the Audit Committee currently is, or has previously been, in charge of, or an advisor or a consultant to, a significant business operation, often as president, chief executive officer, chief financial officer or chief operating officer of a large public company. Given the breadth and complexity of a financial institution's accounting issues, the Audit Committee members participate from time to time in internal or external sessions related to accounting matters or developments. Travel and attendance costs are paid by CIBC. Further detail on the education and experience of each Audit Committee member is set out below.
Luc Desjardins
Mr. Desjardins has been President and Chief Executive Officer and a member of the Board of Directors of Superior Plus Corp. since 2011. From 2008 to 2011, he was a partner at The Sterling Group, LP, a private equity firm. From 2000 to 2008, Mr. Desjardins was with Transcontinental Inc., first as the President and Chief Operating Officer and, subsequently, as the President and Chief Executive Officer For the preceding 10 years, Mr. Desjardins held chief executive officer roles at other companies Mail-Well Inc. from 1998 to 2000; and Supremex Inc. from 1992 to 1998. Mr. Desjardins is a director of Gestion Jourdan SEC and a member of the Chief Executives Organization. In 2005, Mr. Desjardins received a "Nouveaux Performants Award" granted to successful executives who excel in management practices. Mr. Desjardins holds a Master of Business Administration degree from Universite du Quebec a Montreal, is the recipient of the President's Program in Leadership diploma from Harvard Business School, and is a graduate of the Harvard Business School Management Development Program
Kevin J. Kelly
Mr Kelly was Lead Director of the Ontario Securities Commission from 2010 to 2012 and Commissioner from 2006 to 2010. Prior to joining the Ontario Securities Commission, Mr. Kelly held progressive roles in wealth and asset management in Canada and the U S He was Co-Chief Executive Officer of Wellington West Capital, Inc. from 2004 to 2005. For the preceding 15 years, he held the role of President and Chief Executive Officer: FMR LLC from 1996 to 2003; Bimcor Inc. from 1992 to 1996; and Investment Corporation of Saskatchewan from 1990 to 1992. He also held the role of President and Chief Operating Officer of Midland Capital Corporation from 1989 to 1990. Mr. Kelly is a director and member of the audit committees of CIBC Bancorp USA Inc. and CIBC Bank USA, and a director of the Canadian Public Accountability Board, which regulates auditors of public companies He holds a Bachelor of Commerce degree from Dalhousie University.
Nicholas D. Le Pan (Chair of the Audit Committee)
Mr. Le Pan has extensive experience in financial services matters. He was Superintendent of Financial Institutions for Canada from 2001 to 2006 and led the OSFI supervision sector including the supervision programs for banks and other deposit-taking institutions from 1997 to 2000 He is a member of Oliver Wyman's North American Financial Services Senior Advisory Board. Mr. Le Pan has held various roles with the federal government, Department of Finance including as a Special Advisor and as the Assistant Deputy Minister, Financial Sector Policy Branch. He has been a member of the Board of Directors of the Canada Deposit Insurance Corporation; Chairman of the Basel Accord Implementation Group, Vice Chairman of the Basel Committee on Banking Supervision, Chairman of the Independent Review Committee of Brandes Investment Funds; Chair of the Basel Committee Accounting Task Force; Member of the Canadian Accounting Standards Oversight Council and previous chair of the Canadian Public Accountability Board, which regulates auditors of public companies. Mr Le Pan received a Bachelor of Arts degree (Honours) in Economics from Carleton University and a Master of Arts degree in Economics from the University of Toronto
Jane L. Peverett, FCMA, ICD.D
Ms. Peverett was President and Chief Executive Officer of British Columbia Transmission Corporation (BCTC) from 2005 to 2009 and Chief Financial Officer of BCTC from 2003 to 2005. Prior to ipinmg BCTC, Ms Peverett was with Westcoast Energy Inc , from 1988 to 2003, where she held progressively senior finance, regulatory and executive roles From 2001 to 2003, Ms Peverett was President and Chief Executive Officer of Union Gas Limited Ms. Peverett is a director and Chair of the Audit and Finance Committee of CP Rail, Chair of the Finance Committee of Northwest Natural Gas Company, and a director of Capital Power Corporation She is a Certified Management Accountant and a Fellow of the Society of Management Accountants and a member of the Institute of Corporate Directors with the designation ICD D. Ms Peverett holds a Bachelor of Commerce degree from McMaster University and a Master of Business Administration degree from Queen's University
PRE-APPROVAL POLICIES AND PROCEDURES
The Audit Committee has adopted the CIBC Policy on the Scope of Services of the Shareholders' Auditor (the "Scope of Services Policy") to provide a consistent approach for the engagement of the shareholders' auditor The Scope of Services Policy requires that work performed by the shareholders' auditor for CIBC or its subsidiaries be pre-approved by the Audit Committee, along with the related fee for that work. The Audit Committee may establish pre-approval policies and procedures that are specific to a particular service Under the Scope of Services Policy, the shareholders' auditor will only perform audit, audit-related and tax work, and other work if pre-approved by the Audit Committee The Audit Committee may approve exceptions to the Scope of Services Policy if it determines that such an exception is in the overriding best interests of CIBC, and the exception does not impair the independence of the shareholders' auditor. However, certain non-audit activities set out in the Scope of Services Policy are generally prohibited and will not be considered for exception from the Policy On a quarterly basis, the Audit Committee is presented with a summary report of all engagements of the shareholders' auditor that are currently underway or have been completed since the prior quarter's repo't, including engagements entered into pursuant to pre-approved limits The
CIBC 2019 Annual Information lour, 1 1
summary report will describe the nature of each engagement, confirm that each engagement is in compliance with the Scope of Services Policy and state the fees received by the shareholders' auditor for each engagement The Scope of Services Policy also sets out ongoing relationship standards and requires that the shareholders' auditor annually certify compliance with the Policy.
FEES FOR SERVICES PROVIDED BY SHAREHOLDERS' AUDITOR
The information on professional service fees paid to the shareholders' auditor is provided on page 93 of the 2019 Annual Report. ADDITIONAL INFORMATION
Additional information with respect to CIBC, including directors' and officers' remuneration and indebtedness, principal holders of CIBC's securities and securities authorized.for issuance under equity compensation plans, where applicable, is contained in CIBC's management proxy circular for its most recent annual meeting of shareholders that included in its proceedings the election of directors. Additional financial information is provided in the 2019 Annual Report These documents, as well as additional information relating to CIBC, are available on SEDAR at www sedar.com .
For a description of Canadian bank resolution powers and the consequent risk factors attaching to certain liabilities of CIBC reference is made to "Bank recapitalization (Bail-in) conversion regulations" on page 36 of the 2019 Annual Report and
https //www.cibc.com/content/dam/about_cibc/investor_relations/pdfs/debt_info/canadian-bail-in-website-disclosure-en.pdf . The information on our website does not form a part of this AIF.
CIBC 2019 Annii,.,l Information f-orm 12
Appendix A
Rating Definitions
DBRS
Short-term debt Rating: R-1 (high)
Short-term debt ratings deal with the risk that an issuer will not be able to meet its short-term financial obligations in a timely manner. Short-term debt rated R-1 (high) is of the highest credit quality, indicative of an entity with an exceptionally high capacity to repay its short-term financial obligations. R-1 is the highest of six short-term debt rating categories The R-1 and R-2 categories are further denoted with "high", "middle" and "low" subcategories.
Long term issuer rating Rating: AA
Legacy senior debt'" Rating: AA
Senior debt'2' Rating: AA (low)
Long term issuer and senior debt ratings provide an assessment of the risk that an issuer will not be able to meet its financial obligations. Issuers and senior debt rated AA is ranked in the second highest of 10 categories. It is considered to be of superior credit quality, with capacity for payment considered to be high The credit quality of issuers and obligations rated AA differs from the highest AAA category only to a small degree and is unlikely to be significantly susceptible to future events The AA category is further denoted by the subcategories "high" and "low". The absence of a "high" or "low" indicates a rating in the middle of the category
Subordinated indebtedness Rating: A (high)
Subordinated indebtedness - NVCC Rating: A (low)
Long-term debt rated A is ranked in the third highest of 10 categories. It is considered to be of good credit quality, with substantial capacity for payment. The A category is further denoted by the subcategories "high" and "low" The absence of a "high" or "low" indicates a rating in the middle of the category.
Preferred shares - NVCC Rating: Pfd-2
Preferred share ratings provide an assessment of the risk that an issuer will not be able to meet its dividend and principal obligations in a timely manner. Preferred shares rated Pfd-2 are of satisfactory credit quality with substantial protection of dividends and principal. A Pfd-2 rating is the second highest of six categories for preferred shares Each category is further denoted by the subcategories "high" and "low" The absence of a "high" or "low" indicates a rating in the middle of the category.
Fitch
Short-term debt Rating: F1 +
The F1 category is for obligations of the highest short-term credit quality and indicates the strongest intrinsic capacity for timely payment of financial commitments. The F1 rating is the highest of seven categories used for short-term debt; a " + " may be added to indicate an exceptionally strong credit feature.
Issuer default rating and derivative counterparty rating Rating: AA-
Legacy senior debt'" Rating: AA-
Senior debt'2' Rating: AA-
Issuer default ratings opine on an entity's relative vulnerability to default on financial obligations The threshold default risk addressed by the IDR is generally that of the financial obligations whose non-payment would best reflect the uncured failure of that entity Derivative counterparty ratings reflect a bank's relative vulnerability to default, due to an inability to pay on any derivative contract with third-party, non-government counterparties. Ratings of individual securities or financial obligations of a corporate issuer address relative vulnerability to default on an ordinal scale In addition, for financial obligations in corporate finance, a measure of recovery given default on that liability is also included in the rating assessment
AA is the second highest of 11 rating categories for long-term obligations and indicates an assessment of very high credit quality and very low default risk. This rating indicates a very strong capacity for payment of financial commitments that is not significantly susceptible to foreseeable events
Subordinated indebtedness Rating: A+
Subordinated indebtedness - NVCC ' Rating: A+
The A category is the third highest of the rating categories for long-term obligations and indicates an assessment of high credit quality and low default risk The capacity for payment is considered strong but may be more susceptible to adverse business or economic conditions than that of higher rating categories
(The designation " + " or "-" may be used to denote relative position within certain major long-term rating categories, while the absence of such a modifier indicates a rating in the middle of the category )
Includes senior debt issued prior to September 23, 2018 as well as senior debt issued on or after September 23, 2018 that is not sub|ec; to the bail-in regulations
Comprises liabilities that are subject to conversion under the bail-in regulations
C!BC 2019 Annual i'Vormation 1-on-i 13
Moody's
Short-term debt Rating: P-1
Short-term debt ratings are assessments of an issuer's ability to repay obligations with an original maturity of 13 months or less. Moody's has four categories of short-term ratings with the P-1 category being the highest credit quality Borrowers rated P-1 have a superior ability to repay short-term debt obligations.
Counterparty Risk Assessment Rating Rating: Aa2
Legacy senior debt'1' Rating: Aa2
Counterparty risk assessments are opinions on the likelihood of a default by an issuer on certain senior operating obligations and other contractual commitments. Obligations and commitments typically covered include payment obligations associated with covered bonds (and certain other secured transactions), derivatives, letters of credit, third party guarantees, servicing and trustee obligations and other similar operational obligations that arise from a bank in performing its essential client-facing operating functions.
Long-term debt ratings assess both the likelihood of default on contractual payments and the expected loss in the event of default on obligations with an original maturity of one year or more The Aa rating category is the second highest of nine categories and includes obligations judged to be high quality and subject to very low credit risk.
Senior debt'2' Rating: A2
The A rating category is the third highest of nine categories and includes obligations judged to be upper medium grade and subject to low credit risk
Subordinated indebtedness Rating: Baal
Subordinated indebtedness - NVCC Rating: Baal
Preferred shares - NVCC - Rating: Baa3
The Baa rating category is the fourth highest of nine categories on the long-term rating scale and includes obligations judged to be medium grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
(The modifiers 1, 2 and 3 are used with certain long-term rating categories to indicate that an obligation ranks in the higher, middle or lower range of the rating category respectively )
S&P
Short-term debt Rating: A-1
The A-1 category is the highest of six categories used by S&P for short-term debt. An obligation rated A-1 indicates that the borrower's capacity to meet its financial commitment with respect to the obligation is strong
Issuer credit rating Rating: A+
Legacy senior debt11' ' Rating: A+
Issuer credit ratings are a forward-looking opinion about an obligor's overall creditworthiness. This opinion focuses on the obligor's capacity and willingness to meet its financial commitments as they come due It does not apply to any specific financial obligation, as it does not take into account the nature of and provisions of the obligation, its standing in bankruptcy or liquidation, statutory preferences, or the legality and enforceability of the obligation. Debt ratings are a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated
The A rating category is the third highest of 10 categories used by S&P for long-term debt obligations. Although the obligor's ability to meet its financial commitment is strong, obligations rated A are somewhat more vulnerable to the negative effects of changes in circumstances and economic conditions when compared to obligations in higher rating categories A " + " or "-" may be used to denote the relative standing of a rating within the category
Senior debt'2' Rating: BBB+
Subordinated indebtedness Rating: BBB+
Subordinated indebtedness - NVCC Rating: BBB
The BBB rating category is the fourth highest of 10 categories used by S&P for long-term debt obligations The obligor's ability to meet its financial commitment is adequate, however, negative economic conditions or changes in circumstances are more likely to lead to a weakening of this capacity A "+" or "-" may be used to denote the relative standing of a rating within the category
Preferred shares - NVCC (Canadian Preferred Share Scale) Rating: P-3 (high)
P-3 is the third highest of the eight categories used by S&P in its Canadian Preferred Share Scale, which is used to rate an issuer's creditworthiness with respect to a specific preferred share obligation issued m Canada. A "High" or "Low" modifier may be used to indicate the relative standing of a credit within a particular rating category, while the absence of such a modifier indicates a rating in the middle of the category
Includes senior debt issued prior to September 23, 2018 as well as senioi debt issued on or after September 23, 2018 that is not sub|ect to ihe bail-m regulations
Comprises liabilities thai are subject to conversion under the bail-in regulations
CIBC 2019 Annual Information Fo'm 14
Appendix B Canadian Imperial Bank of Commerce Audit Committee Mandate
Purpose
(1) The primary functions of the Committee are to. (i) fulfill its responsibilities for reviewing the integrity of CIBC's financial statements, related management's discussion and analysis (MD&A) and internal control over financial reporting, (n) monitor the system of internal control; (in) monitor CIBC's compliance with legal and regulatory requirements,'(iv) select the external auditors for shareholder approval, (v) review the qualifications, independence and service quality of the external auditors and the performance of CIBC's internal auditors; and (vi) act as the audit committee for certain federally regulated subsidiaries.
Responsibilities
Financial Reporting
The Committee will review and recommend Board approval of the following items:
the integrity of CIBC's financial statements and financial disclosures,
the annual consolidated audited financial statements of CIBC, the related MD&A and the external auditors' report on the consolidated financial statements;
the interim consolidated financial statements of CIBC, the related MD&A and the external auditors' review report on the interim consolidated financial statements;
the Annual Information Form of CIBC, the Form 40-F of CIBC, financial disclosure in a news release disclosing financial results and any other material financial disclosure; and
such other periodic disclosure documents as requested by regulators or that may be required by law
Review Considerations
In conducting its review of the annual consolidated financial statements or the interim financial statements, and the related MD&A, the Committee will:
meet with management and the external auditors to discuss the financial statements and MD&A;
review the disclosures in the financial statements and the MD&A and satisfy itself that the financial statements, present fairly, in all material respects in accordance with International Financial Reporting Standards (IFRS), the financial position, results of operations and cash flows of CIBC;
review the reports prepared by the external auditors for the Committee summarizing their key findings and required communications in respect of the annual audit and the interim reviews;
discuss with management, the external auditors and internal legal counsel, as requested, any litigation claim or other contingency that could have a material effect on the financial statements,
review key areas of risk for material misstatement of the financial statements including critical accounting policies, models and estimates and other areas of measurement uncertainty or judgment underlying the financial statements and the MD&A as presented by management;
review areas of significant auditor judgment as it relates to their evaluation of accounting policies, accounting estimates and financial statement disclosures, discuss and review estimates with management and the external auditor, whether the external auditor considers estimates/models to be within an acceptable range and in accordance with IFRS,
review any material effects of regulatory and accounting changes, significant or unusual transactions, and the impact of material subsequent events between the reporting date and the approval date of the financial statements and the MD&A as presented by management,
review management's and the external auditors' reports on the effectiveness of internal control over financial reporting,
(i) review correspondence between the external auditor and management related to any substantive matters in the external
auditors' findings and any difficult or contentious matters noted by the external auditor,
(j) review results of CIBC's whistleblowing program, and
(k) review any other matters, related to the financial statements and the MD&A, that are brought forward by the internal auditors, external auditors, management or which are required to be communicated to the Committee under auditing standards or applicable law
CltiC 2019 Annual Iniotmaiion horni 15
(3) External Auditors
General — The Committee will be responsible for overseeing the work of the external auditors in auditing and reviewing CIBC's financial statements and internal control over financial reporting
Appointment and Compensation — The Committee will recommend the appointment of the external auditors for shareholder approval and approve the annual audit engagement letter and recommend the audit fee for Board approval.
The Committee will satisfy itself that the level of the audit fees is commensurate with the scope of work undertaken and conducive to a quality audit. The Committee will also assess whether any proposed change to the external auditor's materiality level and/or scope continues to ensure a quality audit.
Audit Plan — At least annually, and as required, the Committee will review and approve the external auditors' scope, terms of engagement and annual audit plan to ensure that it is risk based and addresses all relevant activities. The Committee will review any material changes to the scope of the plan and the coordination of work between the internal and external auditors.
Independence of External Auditors — At least annually, and before the external auditors issue their report on the annual financial statements, the Committee will review a formal written statement from the external auditors confirming their objectivity and independence, including their compliance with lead audit partner rotation requirements, and delineating all relationships between the external auditors and CIBC consistent with the rules of professional conduct adopted by the provincial institute or order of chartered professional accountants to which they belong or other regulatory bodies, as applicable. The Committee will also ensure that any concern raised by regulators or other stakeholders about the external auditors' independence are appropriately reviewed and addressed
Annual and Periodic Comprehensive Review of External Auditors — At least annually, the Committee will assess the qualifications, independence, application of professional skepticism and service quality of the external auditors. The Committee will review a report by the external auditors describing: (i) their internal quality-control procedures, and (n) any material issues raised by their most recent internal quality-control review or peer review of the external auditors, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the external auditors and any steps taken to deal with any findings. The Committee will also review additional reports or communications of the external auditors as required by the Canadian Public Accountability Board, Office of the Superintendent of Financial Institutions, and the Public Company Accounting Oversight Board (United States). At least every five years, the Committee will conduct a periodic comprehensive review of the external auditors.
Pre-Approval of Audit and Non-Audit Services — The Committee will pre-approve any retainer of the external auditors for any audit and non-audit service to CIBC or its subsidiaries in accordance with law and Board approved policies and procedures. The Chair of the Committee may pre-approve on behalf of the Committee and may delegate pre-approval authority to a member of the Committee. The Committee may also establish pre-approval policies and procedures that are specific to a particular service and will review these policies or procedures annually to verify they continue to be appropriate. The decisions of any member of the Committee to whom this authority has been delegated, as well as any pre-approvals of a particular service must be presented to the full Committee for ratification at its next scheduled Committee meeting.
Hiring Practices — The Committee will review and approve policies regarding the hiring of employees or former employees of the current or former external auditors
(4) Internal Audit Function
The Committee will be responsible for overseeing the performance of the Internal Audit function
Organizational Framework — At least annually, the Committee will review and approve the Internal Audit organizational framework (Charter) having regard to its role as an independent control function.
Chief Auditor — The Chief Auditor will have unfettered access to the Committee Further, the Committee will review and recommend Board approval of the appointment, reappointment or removal of the Chief Auditor At least annually, the Committee will review the goals and review and approve the mandate of the Chief Auditor and review an assessment of the effectiveness and performance of the Chief Auditor
Effectiveness Review — At least annually, the Committee will
review and recommend Board approval of the Internal Audit function's financial plan and staff resources,
review management's assessment of the independence and effectiveness of the Internal Audit function, (in) review any difficulties encountered by the Chief Auditor in the course of internal audits, and
(iv) review the compliance of Internal Audit with professional standards
On a periodic basis, the Committee will engage an independent third party to assess the Internal Audit function in accordance with professional standards and the Committee will review the results of that assessment
Audit Plan — At least annually, the Committee will review and approve the audit plan including the audit scope and the overall risk assessment methodology presented by the Chief Auditor to ensure that it is risk based and addresses all relevant activities over a measurable cycle On a quarterly basis, the Committee will review with the Chief Auditor the status of the audit plan and any changes needed, including a review of.
CIBC 2019 Anim.il hiomi.r.ion i-oirr 16
(i) the results of audit activities, including any significant issues reported to management and management's response and/or corrective actions;
(n) the status of identified control weaknesses; and
(iii) the overall design and operating effectiveness of the system of internal control, risk management, governance systems
and processes
At least annually, the Committee will review a report from the Chief Auditor with Internal Audit's assessment of CIBC's risk governance framework and its assessment of the oversight by Finance, Risk Management and Compliance.
(e) Succession Planning — At least annually, the Committee will review succession plans for the Chief Auditor
Finance Function
Organizational Framework — At least annually, the Committee will review and approve the Finance organizational framework, having regard to its role as an independent control function
Chief Financial Officer — The Chief Financial Officer (CFO) will have unfettered access to the Committee. The Committee will review and approve the appointment or removal of the CFO At least annually, the Committee will review the goals, approve the mandate of the CFO and review an assessment of the effectiveness of the CFO.
Effectiveness Review — At least annually, the Committee will;
review and recommend Board approval of the Finance function's financial plan and staff resources, and
review management's assessment of the effectiveness of the Finance function
On a periodic basis, the Committee will engage an independent third party to assess the Finance function.
Succession Planning — At least annually, the Committee will review succession plans for the CFO.
Internal Control
General — The Committee will monitor the system of internal control and ensure that senior management establishes and maintains adequate and effective internal control systems and processes
Establishment, Review and Approval — The Committee will require management to implement and maintain appropriate policies and systems of internal control in accordance with applicable laws, regulations and guidance, including internal control over financial reporting and disclosure and to review, evaluate and approve these policies and systems of internal control. The Committee will review management's annual report on internal control over financial reporting and the external auditors' report on internal control over financial reporting As part of this review at least annually, the Committee will consider and review the following with management, the external auditors and the Chief Auditor:
(i) the effectiveness of, or weaknesses or deficiencies in: the design or operation of CIBC's internal controls; the overall control environment for managing business risks, accounting, financial and disclosure controls, operational controls, and legal and regulatory controls and the impact of any identified weaknesses in internal controls on management's conclusions;
(n) any significant changes in internal control over financial reporting that are disclosed, or considered for disclosure;
(in) any material issues raised by any inquiry or investigation by CIBC's regulators as they pertain to responsibilities under this mandate;
CIBC's fraud prevention and detection program (including anti-bribery and anti-corruption), including deficiencies in internal controls that may impact the integrity of financial information, or may expose CIBC to other significant internal or external fraud losses and the extent of those losses and any disciplinary action in respect of fraud taken against management or other employees who have a significant role in financial.reporting;
any related significant issues and recommendations of the external auditors and internal auditors together with management's responses thereto, and
consideration of matters that may be jointly addressed with other committees of the Board
CifsC 2019 Annual Information Font- 1 7
Certain Federally Regulated Subsidiaries — The Committee will be the audit committee for certain federally regulated subsidiaries of CIBC that require an audit committee under applicable law
Regulatory Reports and Returns — The Committee will provide or review, as applicable, all reports and returns required of the Committee under applicable law.
Compliance with Legal and Regulatory Requirements — The Committee will review reports from management, the external auditor and the Chief Auditor on the assessment of compliance with applicable laws as they pertain to responsibilities under this mandate, and management's plans to remediate any deficiencies identified The Committee will report any material findings to the Board and recommend changes it considers appropriate.
Whistleblowina Procedures — The Committee will ensure that procedures are established for the receipt, retention and treatment of complaints received by CIBC from employees or others, confidentially and anonymously, regarding accounting, internal accounting controls, or auditing matters. The Committee will review management reports on the procedures.
Adverse Investments and Transactions — The Committee will review any investments and transactions that could adversely affect the well-being of CIBC
Committee Disclosure — The Committee will review and approve any audit committee disclosures required by securities regulators in CIBC's disclosure documents
3. Membership
Number — The Committee will consist of at least three Board members
Appointment or Removal of Members — The Board will appoint Committee members annually until the member's resignation, disqualification or removal from the Committee or the Board. The Board may fill a vacancy in Committee membership
Chair — The Board will appoint a Committee Chair from among the Committee members to preside over meetings; coordinate fulfilment of the Committee's mandate; and oversee development of meeting agendas and workplans The Chair may vote on any matter requiring a vote but does not have a second vote in the case of a tie. If the Chair is not available for a Committee meeting. Committee members may appoint a Chair from among the members who are present
Qualifications — Each Committee member will meet the independence standards approved by the Board. Committee membership will reflect a balance of experience and expertise required to fulfill the Committee's mandate, notably relevant financial industry and risk management expertise.
Each Committee member will be financially literate or become financially literate within a reasonable period after appointment to the Committee. At least one member will be an "audit committee financial expert" in accordance with legal requirements.
Service on Multiple Audit Committees — No member of the Audit Committee may serve on the audit committees of more than two other public companies, unless the Board determines that this simultaneous service would not impair the ability of the member to effectively serve on the Audit Committee.
4. Meetings
(1) Meetings — The Committee will hold at least four meetings annually and any other meetings as required to fulfill its mandate
Meetings may be called by the Committee Chair or a Committee member, the Chair of the Board, external auditors, Chief Auditor,
Chief Financial Officer or the Chief Executive Officer The external auditors are entitled to attend and be heard at each Committee
meeting CIBC management members and others may attend meetings as the Committee Chair considers appropriate
(2) . Notice of Meeting — Notice of a meeting may be given in writing or by telephone or electronic means, at least 24 hours before
the time fixed for the meeting, at the member's contact information recorded with the Corporate Secretary A member may waive notice of a meeting in any manner and attendance at a meeting is waiver of notice of the meeting, except where a member attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called
Written Resolution — A resolution in writing signed by all members entitled to vote on that resolution at a Committee meeting will be as valid as if it had been passed at a Committee meeting
Secretary and Minutes — The Corporate Secretary or any other person the Committee requests, will act as secretary at Committee meetings. The Corporate Secretary will record meeting minutes for Committee approval
Quorum — A quorum for meetings is a majority of Committee members. If a quorum cannot be obtained, Board members who qualify as Committee members may, at the request of the Committee Chair, serve as Committee members for that meeting
Access to Management and Outside Advisors — The Committee will have unrestricted access to the external auditors, management and employees of CIBC and authority to retain and terminate external counsel and other advisors to assist it in fulfilling its responsibilities CIBC will provide funding, as determined by the Committee, for the service of an advisor The Committee will be responsible for the appointment, compensation and oversight of an advisor The Committee will hold portions of regularly scheduled meetings to meet separately with the Chief Auditor, the Chief Financial Officer and the external auditors
Meetings Without Management — The Committee will hold portions of regularly scheduled meetings to meet without management members present
CIBC 2019 Annu.-il Inicmr.o-.ion Foriv. 13
Access to Other Committees — The Committee Chair or a member may request input of another Board committee on any responsibility in the Committee's mandate.
Delegation — The Committee may designate a sub-committee to review any matter within the Committee's mandate.
Reporting to the Board
The Committee Chair will report to the Board on recommendations and material matters arising at Committee meetings.
Committee Member Development and Performance Review
The Committee Chair will co-ordinate orientation and continuing director development programs relating to the Committee's mandate At least annually, the Committee will evaluate and review its performance and the adequacy of the Committee's mandate.,
Currency of the Committee Mandate
This mandate was last revised and approved by the Board on May 22, 2019.
CIBC 2019 .-'mnudl lu;unr.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Stratford Fund 31 Limited Partnership
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ j the Applicant
OR
[x] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: EHDOC North Park Village Limited Partnership
OR
[ ] a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 100 Corporate Place, Suite 404
Peabody, MA 01960
Telephone: 978-535-5600, x 124 Fax: 978-535-1141 Email: MMH@stratfordcapitalgroup.com
Name of contact person: Miles Hapgood
Federal Employer Identification No. (if you have one):
Brief description of the Matter to which this EDS pertains. (Include project number and location of property, i f applicable):
IHDA PID# 11543, 180 units of affodable, elderly housing, rehabilitation, 5801 N Pulanski Road. Building H. Chicago, IL 60646
G. Which City agency or department is requesting this EDS? Department of Housing and Department of
Assets, Information, and Services If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # Vcr.2018-1
and Contract #
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SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
[ ] Person
[ ] Publicly registered business corporation
[ ] Privately held business corporation
[ J Sole proprietorship
[ ] General partnership [xj Limited partnership
[ ] Trust
[ ] Limited liability company
[ ] Limited liability partnership
[ ] Joint venture
[ ] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No [ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Massachusetts
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ x] No (pending) [ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party: (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
None
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a
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limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
The Disclosing Party does not currently have an interest in the Applicant At closing, the Disclosing Party will obtain an interest of
approximately 25% in Stratford North Park Village Investors LP, who in turn will obtain a 99 98% interest in the Applicant. Stratford Interim Housing, LLC has a 99.99% interest in the Disclosing Party. 100 Corporate Place, Suite 404, Peabody, MA 01960
SECTION III -- INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [ ] Yes [ J No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [x] No
If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ ] Yes [ x] No
If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).
SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
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Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
Holland & Knight, LLP, 10 St. James Avenue, 11th floor, Boston MA 02116, Attorney (retained) $10,000 (estimated)
(Add sheets if necessary)
[ ] Check here if the Disclosing Party has not retained, nor expects lo retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes L J No [ ] No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes | 1 No
FURTHER CERTIFICATIONS
[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services. ] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [sec definition in (5) below] has engaged, in connection with the performance ofany public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment ofany fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment ofany tax administered by the Illinois Department of Revenue.
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The Disclosing Party and. if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
c. have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV. "Disclosure of Subcontractors and Other Retained Parties" );
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Parly, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by il, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
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Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with' respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or ofany state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense ofany state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use. nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not. without the prior written consent of the City, use any such
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
11. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none"). None
13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the.course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ I is Lx] 's not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
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If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name ofany other person or entity in the Matter?
[ ] Yes [ x] No
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name ofany other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D( l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:
Name Business Address Nature of Financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
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CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
_j< 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Parly verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names ofany and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE. If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Parly with respect to the Mailer: (Add sheets if necessary):
NA
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in paragraph A( 1) above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee ofany agency, as defined by applicable federal law. a member of Congress, an officer or employee of Congress, or an employee Ver.2018-1 Pa»c9ol'15
of a member of Congress, in connection with the award ofany federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue:; renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ x] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes | ] No [ ] Reports not required
Flave you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question (1) or (2) above, please provide an explanation:
Pane 10 of 15
- FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part ofany contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution ofany contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago . org/Eth ics. and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy ofany information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1 -23 and Section 2-154-020.
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CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.
Stratford Fund 31 Limited Partnership
(Print or type-exact legal name,of Disclosing Party)
By:
(Srgn here) By: SCG Fund 31 GP, LLC, its General Partner By: SCG Capital Corp., its sole member
By: Denfamtn-D. Mottoja, Presidents—r 'rfnt or type name ot person signing)
(Print or type title of person signing)
9/3/2020
Signed and sworn to before me on (date)
County,
Notary Public
Commission expires:
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managingmembers and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [ J No
If yes, please identify below (1) the name and title of such person. (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[]Yes [JNo
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ J No [ J The Applicant is not publicly traded on any exchange.
3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "'contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work, or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385, I hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
[ ] Yes
[ ] No
[ x] N/A - I am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Stratford Interim Housing LLC
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[x] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: EHDOC North Park Village Limited Partnership
OR
[ ] a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 100 Corporate Place, Suite 404
Peabody, MA 01960
Telephone: 978-535-5600, x 124 Fax: 978-535-1141 Email: MMH@stratfordcapitalgroup.com
Name of contact person: Miles Hapgood
Federal Employer Identification No. (if you have one):
Brief description of the Matter lo which this EDS pertains. (Include project number and location of property, if applicable):
IHDA PID# 11543, 180 units of affodable, elderly housing, rehabilitation, 5801 N. Pulanski Road, Building H, Chicago, IL 60646
G. Which City agency or department is requesting this EDS? Department of Housing and Department of
Assets, Information, and Services If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # Ver.20l8-l
and Contract #
Pane 1 of 15
SECTION II -
- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
[ ] Person [x] Limited liability company
[ ] Publicly registered business corporation [ ] Limited liability partnership
[ ] Privately held business corporation [ ] Joint venture
[ ] Sole proprietorship [ ] Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership [ ] Yes [ ] No
[ ] Trust [ ] Other (please specify)
For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
Delaware
For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ x] No (pending) [ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
None
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a
Pane 2 of 15
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
The Disclosing Party does not currently have an interest in the Applicant. At closing, Stratford Fund 31 LP will obtain an interest of
approximately 25% in Stratford North Park Village Investors LP, who in turn will obtain a 99 98% interest in the Applicant.
The Disclosing Party has a 99.99% interest in Stratford Fund 31 LP. Stratford Capital Group LLC is the sole member of the
Disclosing Party and will prepare a separate EDS. 100 Corporate Place, Suite 404, Peabody MA 01960.
SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [JYes f-J No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [x] No
If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party? [ JYes |x|No
If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must cither ask the City whether disclosure is required or make the disclosure.
Page 3 of 15
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[yf Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Lias any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ xl No [ j No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
[This paragraph .1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services. ] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance ofany public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment ofany fine, fee, tax or other source of indebtedness owed lo the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment ofany tax administered by the Illinois Department of Revenue.
Page 4 of 15
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or slate antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Parly, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
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Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or ofany state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce. State, or Treasury, or any successor federal agency.
[LOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not. without the prior written consent of the City, use any such
Ver.2018-1 Page 6 of 15
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
11. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none"). None
13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [xj is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
Page 7 of 15
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32. explain here (attach additional pages if necessary):
If the letters "NA." the word "None." or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
1. In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name ofany other person or entity in the Matter?
[ ] Yes
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D( 1), skip Items D(2) and D(3) and proceed to Part E.
2. Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name ofany other person or entity in the purchase ofany property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes
3. If you checked "Yes" to Item D( 1), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:
Nature of Financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
_x 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names ofany and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobby ing contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets iI necessary):
NA
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995. as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in paragraph A( 1) above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee ofany agency, as defined by applicable federal law. a member of Congress, an officer or employee of Congress, or an employee Ver.2018-1 Pa»e9olT5
of a member of Congress, in connection with the award ofany federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ x] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ J No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
| ] Yes [ ] No [ | Reports not required
Flave you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
I. ] Yes [ ] No
If you checked "No" to question (1) or (2) above, please provide an explanation:
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SECTION VII -
- FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution ofany contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.citvofchica&o.orfi/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verily the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-1)20. '
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CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.
Stratford Interim Housing LLC
By:
(Print or type^actTpgal nameof Disclosing Party)
By: Stratford Capital Group LLC. sole member
By: SCG Capital Corp., Manager
Ry Rpnjamin D Mnttnla President :
(Print or type name of person signing)
(Print or type title of person signing)
Signed and sworn to before me on (date)
County,
Notary Public
Commission expires:
Page 12 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law. stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section ll.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [ J No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFF LAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[]Yes [JNo
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ JYes [ JNo [ j The Applicant is not publicly traded on any exchange.
3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. 1 also certify that the Applicant has adopted a policy that includes those prohibitions.
[ ] Yes
[ ] No
[ x] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l).
If you checked "no" to the above, please explain.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Stratford Capital Group LLC
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[x] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: EHDOC North Park Village Limited Partnership
OR
[ ] a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 100 Corporate Place, Suite 404
Peabody, MA 01960
Telephone: 978-535-5600, x 124 Fax: 978-535-1141 Email: MMH@stratfordcapitalgroup.com
Name of contact person: Miles Hapgood
Federal Employer Identification No. (if you have one): _ '
Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if applicable):
IHDA PID# 11543, 180 units of affodable, elderly housing, rehabilitation, 5801 N. Pulanski Road, Building H. Chicago, IL 60646
G. Which City agency or department is requesting this EDS? Department of Housing and Department of
Assets, Information, and Services If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # Ver.20l8-l
and Contract #
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SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing
[ ] Person
[ ] Publicly registered business corporation
[ ] Privately held business corporation
[ ] Sole proprietorship
[ ] General partnership
[ ] Limited partnership
[ ] Trust
Party:
[x] Limited liability company
[ ] Limited liability partnership
[ ] Joint venture
[ ] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No [ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
Delaware
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
None
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a
Pane 2 of" 15
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
The Disclosing Party does not currently have an interest in the Applicant. At closing. Stratford Interim Housing LLC will obtain a 99.99%
interest in Stratford Fund 31 LP, who will secure an interest of approximately 25% in Stratford North Park Village Investors LP, who will
purchase a 99.98% interest in the Applicant. Stratford Interim Housing LLC is solely owned by the Disclosing Party and the Disclosing
Party has no owners that have more than 7.5% ownership interest in the Applicant. 100 Corporate PI., Suite 404, Peabody MA 01960.
SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [ JYes [ x] No '
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ J Yes [xj No
If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ J Yes [ xj No
If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).
SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
T he Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must cither ask the City whether disclosure is required or make the disclosure.
Pa»e3olT5
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[¦/] Check here if the Disclosing Parly has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ J No [ j No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[JYes [ jNo
FURTHER CERTIFICATIONS
[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance ofany public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment ofany fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment ofany lax administered by the Illinois Department of Revenue.
Page 4 of 15
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Pane 5 of 15
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense ofany state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT' ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency": and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such
contractor/subcontractor that docs not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
11. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none"). None
13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused lo be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gi ft" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail .value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient. .
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is 1x1 is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is. and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
Page 7 of 15
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, docs any official or employee of the City have a financial interest in his other own name or in the name ofany other person or entity in the Matter?
[ ] Yes [ x] No
NOTE: If you checked "Yes" to Item D( l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name ofany other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively. "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D(l ), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:
Name Business Address Nature of Financial Interest
4. The Disclosing Parly further certifies that no prohibited financial interest in the Matter will he acquired by any City official or employee.
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E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (l) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
_x 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names ofany and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
NA
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in paragraph A( 1) above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee ofany agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee Ver.2018-1 Pa«e9orT5
of a member of Congress, in connection with the award ofany federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Parly is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ x] No
If "Yes," answer the three questions below:
ITave you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes | | No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes | ] No
If you checked "No" to question (1) or (2) above, please provide an explanation:
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SECTION VII -- FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution ofany contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of infonnation contained in this EDS and also authorizes the City to verify the accuracy ofany information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.
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CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.
Stratford Capital Group LLC
(Sign here) By: SCG Capital Corp., Manager
Ry Rpnjamin n Mnttnla Presirlpnt
(Print or type name of person signing)
(Print or type title of person signing)
Signed and sworn to before me on (date)
at County, (state).
Notary Public
Commission expires:
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT FIE ADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [ J No
If yes, please identify below (1) the name and title of such person. (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
1. Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant lo MCC Section 2-92-416?
[ ] Yes
2. If the Applicant is a legal entity publicly traded on any exchange, is any officer or .director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section
2-92-416?
[ J The Applicant is not publicly traded on any exchange.
3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
[ ] Yes [ ]No
[x] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.
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