Office of the City Clerk - Record #: O2013-1376

Record #:

O2013-1376

Type:

Ordinance

Status:

Passed

Intro date:

2/13/2013

Current Controlling Legislative Body:

Committee on Housing and Real Estate

Final action:

4/10/2013

Title:

Sale of City-owned properties and redevelopment agreement for expansion of existing 47th St intermodal railroad facility

Sponsors:

Emanuel, Rahm

Topic:

AGREEMENTS - Redevelopment, - PROPERTY - Sale

Attachments:

1. O2013-1376.pdf

Date	Journal Page Number	Action By	Action	Result	Action Details	Meeting Details	Captions
4/10/2013	51048	City Council	Passed	Pass	Action details	Meeting details	Not available
3/25/2013		Committee on Housing and Real Estate	Recommended to Pass	Pass	Action details	Meeting details	Not available
3/6/2013		Committee on Housing and Real Estate	Held in Committee		Action details	Meeting details	Not available
2/13/2013	46118	City Council	Referred		Action details	Meeting details	Not available

OFFICE OF THE MAYOR

CITY OF CHICAGO

RAHM EMANUEL

MAYOR

February 13, 2013

TO THE HONORABLE, THE CITY COUNCIL OF THE CITY OF CHICAGO

Ladies and Gentlemen:

At the request of the Commissioner of Housing and Economic Development, I transmit herewith ordinances authorizing the sale of City-owned property.

Your favorable consideration of these ordinances will be appreciated.

Mayor

Very truly yours,

ORDINANCE

WHEREAS, the City of Chicago (the "City") is a home rule unit of government by virtue of the provisions of the Constitution of the State of Illinois of 1970, and as such, may exercise any power and perform any function pertaining to its government and affairs; and

WHEREAS, pursuant to ordinances adopted by the City Council of the City (the "City Council") on June 27,2001, and published in the Journal of the Proceedings of the City Council (the "Journal") of such date, (i) a certain redevelopment plan and project (the "Englewood Redevelopment Plan") for the Englewood Neighborhood Tax Increment Financing Redevelopment Project Area (the "Englewood Redevelopment Area" 1 was approved pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11 -74.4-1 et seg) (the "Act"); (ii) the Englewood Redevelopment Area was designated as a redevelopment project area pursuant to the Act; and (iii) tax increment financing was adopted pursuant to the Act as a means of financing certain Englewood Redevelopment Area redevelopment project costs (as defined in the Act) incurred pursuant to the Englewood Redevelopment Plan; and

WHEREAS, pursuant to an ordinances adopted by the City Council on May 29,2002, and published in the Journal of such date, (i) a certain redevelopment plan and project (the "47^lh/Halsted Redevelopment Plan") for the 47^lh/Halsted Tax Increment Financing Redevelopment Project Area (the "47^lh/Halsted Redevelopment Area"), was approved pursuant to the Act; (ii) the 47^th/Halsted Redevelopment Area was designated as a redevelopment project area pursuant to the Act; and (iii) tax increment financing was adopted pursuant to the Act as a means of financing certain 47^,h/Halsted Redevelopment Area redevelopment project costs (as defined in the Act) incurred pursuant to the 47^th/Halsted Redevelopment Plan; and

WHEREAS, the Englewood Redevelopment Plan and the 47^th/Halsted Redevelopment Plan and the use of tax increment financing provide a mechanism to support new growth through leveraging private investment, and helping to finance land acquisition, demolition, remediation, site preparation and infrastructure for new development in the Englewood Redevelopment Area and the 47^th/Halsted Redevelopment Area, respectively; and

WHEREAS, the City owns the real property in the vicinity of West 59^th Street and South Normal Boulevard, Chicago, Illinois 60621, and legally described on Exhibit A attached hereto (the "Property"); and

WHEREAS, certain parcels of the Property are located within the Englewood Redevelopment Area and are identified in Exhibit B attached hereto (such parcels, the "Englewood Parcels"); and

WHEREAS, certain parcels of the Property are located within the 47^th/Halsted Redevelopment Area and are identified in Exhibit C attached hereto (such parcels, the "47^th/Halsted Parcels"); and

WHEREAS, Norfolk Southern Railway Company, a Virginia corporation (the "Developer"), has offered to purchase the Property for the sum of One Million One Hundred Seven Thousand Two Hundred Fifty Dollars ($1,107,250); and

WHEREAS, the Developer intends to use the Property for an expansion of its existing 47^thStreet Intermodal Railroad Facility (the "Project"); and

WHEREAS, the use of the Englewood Parcels for the Project is consistent with the Englewood Redevelopment Plan; and

WHEREAS, the use of the 47^lh/Halsted Parcels for the Project is consistent with the 47^,h/Halsted Redevelopment Plan; and

WHEREAS, by Resolution No. 12-042-21, adopted by the Plan Commission of the City of Chicago (the "Plan Commission") on July 19,2012, the Plan Commission recommended the sale of the Property; and

WHEREAS, by Resolution No. 12-CDC-25 adopted on July 10, 2012, the Community Development Commission recommended the sale of the Property to the Developer; and

WHEREAS, public notices advertising the intent of the City's Department of Housing and Economic Development (the "Department") to enter into a negotiated sale with the Developer and requesting alternative proposals appeared in the Chicago Sun-Times on July 16 and 27, and August 6,2012;and

WHEREAS, no alternative proposals have been received by the deadline indicated in the aforesaid notices; and

WHEREAS, the Developer has offered to pay the City an amount in the sum of Three Million Dollars ($3,000,000) for the sole purposes of (i) providing compensation for the increased wear during the construction phase on the streets and other public infrastructure within the corporate limits of the City, (ii) supporting the maintenance and further development of the roadway infrastructure within the corporate limits of the City, (iii) infrastructure improvements and enhancements, and (iv) furthering industrial development opportunities (e.g., warehousing, distribution or light manufacturing) within the area between the Property and the Dan Ryan Expressway to the east; now, therefore,

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:

SECTION 1. The foregoing recitals are hereby adopted as the findings of the City Council.

SECTION 2. The sale of the Property to the Developer in the amount of One Million One Hundred Seven Thousand Two Hundred Fifty Dollars ($1,107,250) is hereby approved. This approval is expressly conditioned upon the City entering into a redevelopment agreement with the

Developer substantially in the form attached hereto as Exhibit D and made a part hereof (the "Redevelopment Agreement""). The Commissioner of the Department ("Commissioner"') or a designee of the Commissioner is each hereby authorized, with the approval of the City's Corporation Counsel as to form and legality, to negotiate, execute and deliver the Redevelopment Agreement, including the Neighborhood Investment Fund Agreement that is attached to the Redevelopment Agreement as Exhibit G and sets forth the terms relating to the Neighborhood Investment Fund, and such other supporting documents as may be necessary or appropriate to carry out and comply with the provisions of the Redevelopment Agreement, with such changes, deletions and insertions as shall be approved by the persons executing the Redevelopment Agreement.

SECTION 3. The Mayor or his proxy is authorized to execute, and the City Clerk or Deputy City Clerk is authorized to attest, one or more quitclaim deeds conveying the Property to the Developer, or to a land trust of which the Developer is the sole beneficiary, or to an entity of which the Developer is the sole owner and the controlling party, subject to those covenants, conditions and restrictions set forth in the Redevelopment Agreement.

SECTION 4. 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 5. All ordinances, resolutions, motions or orders in conflict with this ordinance are hereby repealed to the extent of such conflict.

SECTION 6. This ordinance shall take effect immediately upon its passage and approval.

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY (Subject to Title Commitment and Final Survey)

[Attached]

EXHIBIT A

PARCEL 1:

THE EAST 10 FEET OF LOT 9, AND ALL OF LOTS 10, 11, 12, 13, 14, 32, 38, 59, 62, 63, 64, 65, 66, 67 AND THE NORTH 75 FEET OF LOTS 70, 71 AND 72 IN BLOCK 1; AND LOTS 1, 2, 3, 4, 33, 38, 42, 52, 53, 55, 57, 58, 59, 60, 65 AND 66 IN BLOCK 2, ALL IN MILLER AND RIGDON'S SUBDIVISION OF OUTLOT OR BLOCK 29 (EXCEPT THE NORTH 134 FEET THEREOF) IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, LYING EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

Addresses	PINs
525, 531, 535 and 537 West Garfield Boulevard 518 and 532 West 56th Street Chicago, Illinois 60621	20-16-104-005 20-16-104-008 20-16-104-006 20-16-104-021 20-16-104-007 20-16-104-027
416, 430 and 440 West 56th Street 453 West Garfield Boulevard Chicago, Illinois 60621	20-16-105-026 20-16-105-030 20-16-105-035 20-16-105-044
503, 515, 519, 521, 523, 527 and 535 West 56th Street Chicago, Illinois 60621	20-16-106-006 _9ni._in. _ni920-16-106-009 20- 6- 06-0 2 20-16-106-010 20- 6- 06-0 3 20-16-106-011 ²⁰-¹⁶-¹⁰⁶-⁰¹⁵
413, 415, 427, 431, 433, 435, 439, 445 and 447 West 56th Street Chicago, Illinois 60621	20-16-107-005 20-16-107-006 20- 6- 07-0 2 20-16-107-008 20"6"07"08 20-16-107-010 20- 6- 07-0 8 20-16-107-011 20-¹⁶-107-019

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PARCEL 2:

LOTS 3, 4, 10, 11, 12 AND 17 IN BLOCK 1; LOT 14 IN BLOCK 2; LOTS 8 AND 9 IN BLOCK 3; AND LOTS 9 AND 12 IN BLOCK 4, ALL IN H. C. MOREY'S SUBDIVISION OF THE NORTH '/₂ OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

Addresses	PINs
536 West Tremont Avenue Chicago, Illinois 60621	20-16-106-022
402, 404, 418, 422, 424 and 436 W. Tremont Avenue Chicago, Illinois 60621	20-16-107-030 20-16-107-037 20-16-107-035 20-16-107-043 20-16-107-036 20-16-107-044
521 and 523 West Tremont Avenue 520 West 56th Place Chicago, Illinois 60621	20-16-108-010 20-16-108-019 20-16-108-020
421 and 425 West Tremont Avenue Chicago, Illinois 60621	20-16-109-012 20-16-109-015

PARCEL 3:

THE EAST !/₂ OF LOT 15, THE EAST V₂ OF LOT 16, AND ALL OF LOT 17 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH V₂ OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

Addresses	PINs
520, 524, 530 and 532 West 57th Street Chicago, Illinois 60621	20-16-110-028 20-16-110-029 20-16-110-031 20-16-110-033

-2-

PARCEL 4:

LOT 2 IN HANSON'S SUBDIVISION OF LOT 12 AND THE EAST Vi OF LOT 13 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH 1/2 OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

Address	PIN
5668 South Normal Boulevard Chicago, Illinois 60621	20-16-110-038

PARCEL 5:

LOTS 3, 4, 11, 14, 15 AND 19 IN B. F. JACOB'S RESUBDIVISION OF THE NORTH ^l/₂ OF BLOCK 2 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH '/₂ OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

Addresses	PINs
5655 South Normal Boulevard 405, 407, 423, 431 and 433 West 56th Place Chicago, Illinois 60621	20-16-111-001 20-16-111-013 20-16-111-009 20-16-111-020 20-16-111-010 20-16-111-021

PARCEL 6:

THE SOUTH 50 FEET OF LOT 12, THE EAST '/> OF LOT 19, AND ALL OF LOTS 20 AND 21 IN BLOCK 2 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH 1/2 OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, TN COOK COUNTY, ILLINOIS.

Addresses	PINs
5675 South Normal Boulevard 406 and 412 West 57th Street Chicago, Illinois 60621	20-16-111-025 20-16-111-039 20-16-111-043

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PARCEL 7:

THE WEST 60 FEET OF THE EAST 90 FEET OF LOT 4, THE NORTH 30 FEET OF THE SOUTH 60 FEET OF LOT 5 (EXCEPT THAT PART TAKEN FOR STREET), THE NORTH 45 FEET OF THE WEST 4/5 OF LOT 6 (EXCEPT THAT PART TAKEN FOR STREET), THE WEST 24 FEET OF LOT 7, THE EAST V₂ OF THE EAST '/₂ OF LOT 8, LOT 9 (EXCEPT THE EAST 49 FEET THEREOF), THE EAST 25 FEET OF THE WEST 75 FEET OF LOT 14, LOT 15 (EXCEPT THE NORTH 97 FEET AND THE EAST 33 FEET THEREOF), THE WEST 20 % FEET OF LOT 24, ALL OF LOT 25, AND THE WEST 30 FEET OF LOT 32 IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

Addresses	PINs
425, 519, 521 and 539 West 57th Street 5700 and 5720 South Normal Boulevard 514 West 57th Place Chicago, Illinois 60621	lltutZ 20-16-116-034 u tT 20-16-116-035 20-16-116-015 _n20-16-116-028 20-16-116-037
5707 South Normal Boulevard 439 and 443 West 57th Street Chicago, Illinois 60621	20-16-117-003 20-16-117-006 20-16-117-007
542 West 58th Place Chicago, Illinois 60621	20-16-118-015
5725 and 5735 South Normal Boulevard Chicago, Illinois 60621	20-16-119-001 20-16-119-002

PARCEL 8:

LOT 5 IN WALDRON'S SUBDIVISION OF LOT 23 IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

Address	PIN
435 West 57th Place Chicago, Illinois 60621	20-16-119-007

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PARCEL 9:

LOTS 4, 5, 6, 7 AND 8, AND THAT PART OF LOTS 2 AND 3 DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID LOT 3, THENCE SOUTHWARDLY ALONG THE WESTERLY LINE OF SAID LOT 3 TO THE SOUTHWESTERLY CORNER OF SAID LOT 3, THENCE NORTHEASTWARDLY TO A POINT IN THE EASTERLY LINE OF SAID LOT 3, THENCE NORTHEASTWARDLY 87 FEET SOUTH OF THE NORTHEASTERLY CORNER OF SAID LOT 3, THENCE NORTHEASTWARDLY TO THE NORTHEASTERLY CORNER OF SAID LOT 2, THENCE WESTERWARDLY ALONG THE NORTHERLY LINE OF SAID LOTS 2 AND 3 TO THE POINT OF BEGINNING, IN BLOCK 1 IN WARDER'S SUBDIVISION OF OUTLOT 32 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, LYING EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, AND ALL OF LOTS 3, 4, 5, 6, 7, 8 AND 9 (EXCEPT THE WEST 25 FEET THEREOF), AND THAT PART OF LOT 14 LYING WEST OF A LINE DRAWN FROM A POINT ON THE NORTH LINE OF SAID LOT 14, 51 FEET 8 INCHES EAST OF THE NORTHWEST CORNER THEREOF TO A POINT ON THE SOUTH LINE OF SAID LOT 14, 51 FEET 6 ^XA INCHES EAST OF THE SOUTHWEST CORNER OF SAID LOT 14 IN BLOCK 3 IN WARDER'S SUBDIVISION OF OUTLOT 32 AFORESAID.

Addresses	PINs
411, 427, 435 and 439 West 58th Street Chicago, Illinois 60621	20-16-125-002 20-16-125-003 20-16-125-004 20-16-125-010
513, 519 and 547 West 58th Place 538 West 59th Street Chicago, Illinois 60621	20-16-126-002 20-16-126-003 20-16-126-004 20-16-126-012

PARCEL 10:

LOTS 8 AND 12 IN FREDERICK B. CLARKE'S SUBDIVISION OF LOTS 11 TO 15 IN BLOCK 4 IN WARDER'S SUBDIVISION OF OUTLOT 32 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

Addresses	PINs
426 and 436 West 59th Street Chicago, Illinois 60621	20-16-127-010 20-16-127-014

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PARCEL 11:

ALL THAT TRIANGULAR SHAPED PARCEL OF LAND SITUATED IN THE CITY OF CHICAGO, COUNTY OF COOK AND STATE OF ILLINOIS, BEING PARTS OF LOTS 1 TO 11, INCLUSIVE, IN BLOCK 1 OF WRIGHT, EMBREE ANY AYERS' SUBDIVISION OF OUTLOT OR BLOCK 33 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN BOUND AND DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT WHERE THE EASTERLY LINE OF AN ALLEY, 18 FEET WIDE, MEETS THE SOUTHERLY LINEOF 59 STREET, 66 FEET WIDE, SAID BEGINNING POINT BEING ALSO WHERE THE SOUTHWESTERLY LINE OF THE RELOCATED PORTION OF STEWART AVENUE, 33 FEET WIDE, MEETS SAID SOUTHERLY LINE OF 59 STREET; EXTENDING FROM SAID BEGINNING POINT THE FOLLOWING THREE COURSES AND DISTANCES: (1) SOUTHEASTWARDLY, ALONG SAID SOUTHWESTERLY LINE OF THE RELOCATED PORTION OF STEWART AVENUE, 279.5 FEET TO AN ANGLE POINT IN SAID STEWART AVENUE, BEING IN THE SOUTHERLY LINE OF SAID LOT 11; (2) WESTWARDLY ALONG SAID SOUTHERLY LINE OF LOT 11, A DISTANCE OF 91 FEET TO SAID EASTERLY LINE OF ALLEY; AND (3) NORTHWARDLY ALONG THE SAME, 264 FEET TO THE PLACE OF BEGINNING;

ALSO

LOT 13 (EXCEPT THE EAST 33 FEET THEREOF), THE WEST 91 FEET OF LOT 20, LOT 24, THE NORTH 6 FEET OF LOT 36, LOT 37, THE NORTH 18 FEET OF LOT 39, THE SOUTH 14 FEET OF LOT 40, ALL OF LOTS 44, 46, 48 AND 50 IN BLOCK 1; THE WEST 99 FEET OF LOTS 1 TO 4, THE SOUTH 12 FEET 10 INCHES OF LOT 7, THE NORTH 12 FEET OF LOT 8, THE SOUTH 12 FEET OF LOT 9, ALL OF LOTS 10, 11 AND 12, THE NORTH 6 FEET OF LOT 13, THE SOUTH 11 FEET OF LOT 23, AND ALL OF LOTS 24, 25, 26 AND 40 IN BLOCK 2; THE SOUTH 3 FEET OF LOT 7, ALL OF LOT 8, THE SOUTH 3 FEET OF LOT 12, ALL OF LOT 13, THE NORTH 6 FEET OF LOT 14, ALL OF LOT 48, AND THE SOUTH 4 FEET OF LOT 49 IN BLOCK 3; AND LOTS 1, 2, 3, 4, 5, 6, 7, 8, 9 AND THE NORTH 24 FEET OF LOT 10 IN BLOCK 4, ALL IN WRIGHT, EMBREE ANY AYERS' SUBDIVISION OF OUTLOT OR BLOCK 33 OF SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

-6-

Addresses	PINs
5900, 5916, 5918 and 5920 South Parnell Avenue Chicago, Illinois 60621	20-16-303-003 20-16-303-004 20-16-303-005 20-16-303-006
5911 South Parnell Avenue 5916 and 5926 South Normal Boulevard Chicago, Illinois 60621	20-16-304-006 20-16-304-028 20-16-304-032
5931 South Normal Boulevard 425 West 59th Street 5916, 5920, 5924, 5926, 5954 and 5960 South Eggleston Avenue Chicago, Illinois 60621	20-16-305-012 20-16-305-031 20-16-305-023 20-16-305-032 20-16-305-028 20-16-305-040 20-16-305-030 20-16-305-041
5907, 5911, 5915, 5921, 5931 and 5939 South Eggleston Avenue 5910, 5928, 5946 and 5954 South Stewart Avenue Chicago, Illinois 60621	20-16-306-002 20-16-306-014 20-16-306-004 20-16-306-032 20-16-306-006 20-16-306-039 20-16-306-008 20-16-306-043 20-16-306-012 20-16-306-049

PARCEL 12:

LOTS 1 AND 2 IN KESSLER BROTHERS' RESUBDIVISION OF LOTS 27, 28, 29, 30, 31, 32 AND 33 IN SUBDIVISION OF BLOCK 2 IN THE SUBDIVISION OF OUTLOT 33 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

Address	PIN
446 West 60th Street Chicago, Illinois 60621	20-16-305-022

PARCEL 13:

LOTS 36, 46 AND 47 (EXCEPT THAT PART OF LOT 47 CONVEYED TO LUCIAN L. GILBERT, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEAST CORNER OF LOT 47, THENCE WEST ON THE LINE OF ALLEY 8 !/₂ FEET; THENCE SOUTHERLY ON A CURVE TO THE LEFT RADIUS OF 851 3/10

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FEET FROM A TANGENT 33 FEET WEST OF AND PARALLEL WITH STEWART AVENUE TO THE SOUTHEAST CORNER OF LOT 47, THENCE NORTH ON THE WEST LINE OF LOT 48 TO THE PLACE OF BEGINNING) IN GUNN'S SUBDIVISION OF BLOCK 1 IN CLOUGH AND BARNEY'S SUBDIVISION OF LOTS 34 AND 35 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

Addresses	PINs
402 and 428 West 60th Place Chicago, Illinois 60621	20-16-312-028 20-16-312-036

PARCEL 14:

LOT 3 AND THE EAST V₂ OF LOT 4 IN H. A. HURLBUT'S SUBDIVISION OF BLOCKS 3 AND 4 IN CLOUGH AND BARNEY'S SUBDIVISION OF OUTLOTS OR BLOCKS 34 AND 35 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

Address	PIN
407 West 60th Place Chicago, Illinois 60621	20-16-314-016

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EXHIBIT B

LEGAL DESCRIPTION OF ENGLEWOOD PARCELS (A SUBSET OF THE PROPERTY) (Subject to Title Commitment and Final Survey)

[Attached]

£yW.V»r

PARCEL 1:

BEGINNING AT A POINT WHERE THE EASTERLY LINE OF AN ALLEY, 18 FEET WIDE, MEETS TFIE SOUTHERLY LINE OF 59 STREET, 66 FEET WIDE, SAID BEGINNING POINT BEING ALSO WHERE THE SOUTHWESTERLY LINE OF THE RELOCATED PORTION OF STEWART AVENUE, 33 FEET WIDE, MEETS SAID SOUTHERLY LINE OF 59 STREET; EXTENDING FROM SAID BEGINNING POINT THE FOLLOWING THREE COURSES AND DISTANCES: (1) SOUTHEASTWARDLY, ALONG SAID SOUTHWESTERLY LINE OF THE RELOCATED PORTION OF STEWART AVENUE, 279.5 FEET TO AN ANGLE POINT IN SAID STEWART AVENUE, BEING IN THE SOUTHERLY LINE OF SAID LOT 11; (2) WESTWARDLY ALONG SAID SOUTHERLY LINE OF LOT 11, A DISTANCE OF 91 FEET TO SAID EASTERLY LINE OF ALLEY; AND (3) NORTHWARDLY ALONG THE SAME, 264 FEET TO THE PLACE OF BEGINNING;

ALSO

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02/05/13

Addresses	PINs
5900, 5916, 5918 and 5920 South Parnell Avenue Chicago, Illinois 60621	20-16-303-003 20-16-303-004 20-16-303-005 20-16-303-006
5911 South Parnell Avenue 5916 and 5926 South Normal Boulevard Chicago, Illinois 60621	20-16-304-006 20-16-304-028 20-16-304-032
5931 South Normal Boulevard 425 West 59th Street 5916, 5920, 5924, 5926, 5954 and 5960 South Eggleston Avenue Chicago, Illinois 60621	20-16-305-012 20-16-305-031 20-16-305-023 20-16-305-032 20-16-305-028 20-16-305-040 20-16-305-030 20-16-305-041
5907, 5911, 5915, 5921, 5931 and 5939 South Eggleston Avenue 5910, 5928, 5946 and 5954 South Stewart Avenue Chicago, Illinois 60621	20-16-306-002 20-16-306-014 20-16-306-004 20-16-306-032 20-16-306-006 20-16-306-039 20-16-306-008 20-16-306-043 20-16-306-012 20-16-306-049

PARCEL 2:

Address	PIN
446 West 60th Street Chicago, Illinois 60621	20-16-305-022

PARCEL 3:

LOTS 36, 46 AND 47 (EXCEPT THAT PART OF LOT 47 CONVEYED TO LUCIAN L. GILBERT, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEAST CORNER OF LOT 47, THENCE WEST ON THE LINE OF ALLEY 8 54 FEET; THENCE SOUTHERLY ON A CURVE TO THE LEFT RADIUS OF 851 3/10

-2-

02/05/13

Addresses	PINs
402 and 428 West 60th Place Chicago, Illinois 60621	20-16-312-028 20-16-312-036

PARCEL 4:

Address	PIN
407 West 60th Place Chicago, Illinois 60621	20-16-314-016

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02/05/13

EXHIBIT C

LEGAL DESCRIPTION OF 47 /HALSTED PARCELS (A SUBSET OF THE PROPERTY)

(Subject to Title Commitment and Final Survey)

THE EAST 10 FEET OF LOT 9, AND ALL OF LOTS 10,11,12,13, AND 14 IN BLOCK 1; AND LOTS 1, 2, 3 AND 4 IN BLOCK 2, ALL IN MILLER AND RIGDON'S SUBDIVISION OF OUTLOT OR BLOCK 29 (EXCEPT THE NORTH 134 FEET THEREOF) IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, LYING EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

Addresses	PINs
525, 531, 535 and 537 West Garfield Blvd. Chicago, Illinois 60621	20-16-104-005 20-16-104-006 20-16-104-007 20-16-104-008
453 West Garfield Boulevard Chicago, Illinois 60621	20-16-105-044

EXHIBIT D

REDEVELOPMENT AGREEMENT [Attached]

AGREEMENT FOR THE SALE AND REDEVELOPMENT OF LAND

(The Above Space for Recorder's Use Only)

This AGREEMENT FOR THE SALE AND REDEVELOPMENT OF LAND

("Agreement") is made on or as of the day of , 20 (the "Effective Date"), by

and between the CITY OF CHICAGO, an Illinois municipal corporation and home rule unit of local government ("City"), acting by and through its Department of Housing and Economic Development (together with any successor department thereto, "DHED"), having its principal offices at City Hall, Room 1000, 121 North LaSalle Street, Chicago, Illinois 60602 and NORFOLK SOUTHERN RAILWAY COMPANY, a Virginia corporation ("Developer"), whose offices are located at 1200 Peachtree Street, N.E., 12^th Floor, Atlanta, GA 30309.

RECITALS

WHEREAS, pursuant to an ordinance adopted by the City Council of the City (the "City Council") on June 27, 2001, and published at pages 61850 through 62030, in the Journal of the Proceedings of the City Council (the "Journal") of such date, a certain redevelopment plan and project (the "Englewood Neighborhood TIF Plan") for the Englewood Neighborhood Redevelopment Project Area (the "Englewood Neighborhood TIF Area"), was approved pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11 -74.4-1 et seq.) (the "Act");

WHEREAS, pursuant to an ordinance adopted by the City Council on June 27, 2001, and published at pages 62031 through 62042 in the Journal of such date, the Englewood Neighborhood TIF Area was designated as a redevelopment project area pursuant to the Act;

WHEREAS, pursuant to an ordinance adopted by the City Council on June 27, 2001, and published at page 62042 through 62055 in the Journal of such date, tax increment financing was adopted pursuant to the Act as a means of financing certain Englewood Neighborhood TIF Area redevelopment project costs (as defined in the Act) incurred pursuant to the Englewood Neighborhood TIF Plan;

WHEREAS, pursuant to an ordinance adopted by the City Council on May 29, 2002, and published at pages 85676 through 85871, in the Journal of such date, a certain redevelopment plan and project (the "47^th/Halsted TIF Plan") for the 47^th/Halsted Redevelopment Project Area (the "47^th/Halsted TIF Area"), was approved pursuant to the Act;

WHEREAS, pursuant to an ordinance adopted by the City Council on May 29, 2002, and published at pages 85872 through 85888 in the Journal of such date, the 47^th/Halsted TIF Area was designated as a redevelopment project area pursuant to the Act;

WHEREAS, pursuant to an ordinance adopted by the City Council on May 29, 2002, and published at page 85889 through 85904 in the Journal of such date, tax increment financing was adopted pursuant to the Act as a means of financing certain 47^th/Halsted TIF Area redevelopment project costs (as defined in the Act) incurred pursuant to the 47^,h/Halsted TIF Plan;

WHEREAS, the Englewood Neighborhood TIF Plan and the 47^th/Halsted TIF Plan and the use of tax increment financing provide a mechanism to support new growth through leveraging private investment, and helping to finance land acquisition, demolition, remediation, site preparation and infrastructure for new development in the Englewood Neighborhood TIF Area and the 47^th/Halsted TIF Area, respectively;

WHEREAS, the Developer desires to purchase from the City the real property which is legally described on Exhibit A attached hereto (the "City Parcels");

WHEREAS, certain City parcels are located within the Englewood Neighborhood TIF Area or the 47^th/Halsted TIF Area, as identified in Exhibit A;

WHEREAS, the Developer owns certain real property located adjacent to or in the vicinity of the City Parcels, which is identified in Exhibit B attached hereto (the "Developer Parcels");

WHEREAS, with respect to any Developer Parcels not yet acquired by the Developer, the Developer shall obtain title to those not-yet-acquired parcels pursuant to condemnation only if the Developer is unable to obtain title pursuant to a negotiated sale;

WHEREAS, on December 17, 2012, the Developer closed on its purchase, for the sum of Ten Million One Hundred Fifty-Seven Thousand Five Hundred Dollars ($10,157,500), from the Chicago Housing Authority, an Illinois municipal corporation (the "CHA"), of certain real property located adjacent to or in the vicinity of the City Parcels, which is legally described in Exhibit C attached hereto (the "CHA Parcels");

WHEREAS, the Developer intends to develop, in phases, on the City Parcels, Developer Parcels and CHA Parcels (the City Parcels, Developer Parcels and CHA Parcels, collectively, the "Property") an intermodal railroad facility, as more fully described on Exhibit D attached hereto (the "Project");

WHEREAS, the Project is consistent with the Englewood Neighborhood TIF Plan and the 47^,h/Halsted TIF Plan;

WHEREAS, the appraised fair market value of the City Parcels is One Million One Hundred Seven Thousand Two Hundred Fifty Dollars ($1,107,250);

WHEREAS, the City is willing to sell the City Parcels to the Developer for One Million One Hundred Seven Thousand Two Hundred Fifty Dollars ($1,107,250), subject to the terms and conditions of this Agreement; and

WHEREAS, the City Council, pursuant to an ordinance (the "Project Ordinance")

adopted on , 2013, and published at pages through in the Journal of

such date, authorized the sale of the City Parcels to the Developer, subject to the execution, delivery and recording of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1. INCORPORATION OF RECITALS.

The foregoing recitals (the "Recitals") constitute an integral part of this Agreement and are incorporated herein by this reference with the same force and effect as if set forth herein as agreements of the parties.

SECTION 2. DEFINITIONS.

For purposes of this Agreement, in addition to the terms defined in the foregoing Recitals, the following terms shall have the meanings set forth below:

"47^th/Halsted TIF Area" has the meaning set forth in the Recitals.

"47^th/Halsted TIF Plan" has the meaning set forth in the Recitals.

"Affiliate" has the meaning set forth in Section 28.

"Agent" means any contractor, subcontractor or other agent, entity or individual acting under the control or at the request of the Developer or the Developer's contractors.

"Budget" has the meaning set forth in Section 9.

"CHA Parcels" has the meaning set forth in the Recitals.

"City Parties" means the City, and its officers, employees and agents.

"City Parcels" has the meaning set forth in the Recitals.

"Closing" means the closing of the transaction contemplated by this Agreement

"Closing Date" has the meaning set forth in Section 5.

"Construction Program" has the meaning set forth in Section 24.3(a).

"Corporation Counsel" means the City's Office of Corporation Counsel.

"Deed" has the meaning set forth in Section 6.1.

"Developer Parcels" has the meaning set forth in the Recitals.

"Developer Parties" means the Developer and its current and former officers, directors, employees, Agents, attorneys, predecessors, successors and assigns.

"Earnest Money" has the meaning set forth in Section 4.1.

"Effective Date" means the date set forth in the Preamble.

"Employer(s)" has the meaning set forth in Section 24.1.

"Englewood Neighborhood TIF Area" has the meaning set forth in the Recitals.

"Englewood Neighborhood TIF Plan" has the meaning set forth in the Recitals.

"Environmental Laws" means any and all Laws relating to the regulation and protection of human health, safety, the environment and natural resources now or hereafter in effect, as amended or supplemented from time to time, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seg., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seg., the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seg,, the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seg., the Clean Air Act, 42 U.S.C. § 7401 et seg., the Toxic Substances Control Act, 15 U.S.C. §2601 et seg., the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136 et seg., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seg any and all regulations promulgated under such Laws, and all analogous state and local counterparts or equivalents of such Laws, including, without limitation, the Illinois Environmental Protection Act, 415 ILCS 5/1 et seg., and the common law, including, without limitation, trespass and nuisance.

"Eguitv" means funds of the Developer (not including any funds borrowed by the Developer from lenders) irrevocably available for the Project.

"Event of Default" has the meaning set forth in Section 20.2.

"First Phase" has the meaning set forth in Section 8.

"First Phase Effective Date" has the meaning set forth in Section 8.

"First Phase Project Area" has the meaning set forth in Section 9.

"First Phase Certificate of Completion" has the meaning set forth in Section 14.

"Governmental Approvals" has the meaning set forth in Section 8.

"Hazardous Substances" means any substance or material, in any form, which at any time is listed as hazardous or toxic in or regulated under any Environmental Law or which has been or shall be determined at any time by any governmental agency or court to be a hazardous or toxic substance regulated under any Environmental Law., including without limitation polychlorinated biphenyls (PCBs), petroleum or any petroleum-based or petroleum-derived products, lead paint, asbestos or asbestos-containing materials, urea formaldehyde, radioactive materials and mold.

"Human Rights Ordinance" has the meaning set forth in Section 24.1(a).

"Laws" means all applicable federal, state, local or other laws (including common law), statutes, codes, ordinances, rules, regulations or other requirements, now or hereafter in effect, as amended or supplemented from time to time, and any applicable judicial or administrative interpretation thereof, including any applicable judicial or administrative orders, consent decrees or judgments, including, without limitation, Sections 7-28 and 11-4 of the Municipal Code of Chicago relating to waste disposal.

"Losses" means any and all debts, liens, claims, causes of action, demands, complaints, legal or administrative proceedings, losses, damages, obligations, liabilities, judgments, amounts paid in settlement, arbitration or mediation awards, interest, fines, penalties, costs and expenses (including, without limitation, Remediation Costs, reasonable attorney's fees and expenses, consultants' fees and expenses and court costs).

"M/WBE Certificate of Completion" has the meaning set forth in Section 14.

"MBE/WBE Program" has the meaning set forth in Section 24.3(a).

"Outside Closing Date" has the meaning set forth in Section 5.

"Performance Deposit" has the meaning set forth in Section 4.2.

"Plans" has the meaning set forth in Section 11.1.

"Preliminary Project Budget" has the meaning set forth in Section 9.

"Procurement Program" has the meaning set forth in Section 24.3(a).

"Project" has the meaning set forth in the Recitals, as more fully described in Exhibit D.

"Project Ordinance" has the meaning set forth in the Recitals.

"Purchase Price" has the meaning set forth in Section 3.

"Released Claims" has the meaning set forth in Section 23.3.

"Remediation Costs" means response costs incurred by a governmental or regulatory bodv natural resource damages and the costs of any inve^R*iⁿation c!eanuⁿ monitorjnn remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or other third party in connection or associated with the City Parcels or any improvements, facilities or operations located or formerly located thereon.

"TIF Plan" has the meaning set forth in the Recitals.

"Title Company" means Wheatland Title Guaranty Company.

"Title Commitment" means a commitment(s) for an owner's policy of title insurance for

the City Parcels, Order Nos. , with an effective date(s) of ,

issued by the Title Company.

"Title Policy" means a title insurance policy issued by the Title Company in the most recently revised ALTA or equivalent form, showing the Developer as the named insured with respect to the Property, noting the recording of this Agreement as an encumbrance against the Property.

SECTION 3. PURCHASE PRICE.

The City hereby agrees to sell, and the Developer hereby agrees to purchase, upon and subject to the terms and conditions of this Agreement, the City Parcels, for the sum of One Million One Hundred Seven Thousand Two Hundred Fifty Dollars ($1,107,250) ("Purchase Price"), which amount equals the appraised fair market value of the City Parcels, to be paid to the City at the Closing in cash or by certified or cashier's check or electronic funds transfer, but in any event good funds available for immediate disbursement on the Closing Date. The Developer shall pay all escrow fees and other title insurance fees and closing costs.

SECTION 4. EARNEST MONEY AND PERFORMANCE DEPOSIT.

4.1 Earnest Money. Not later than the earlier of (a) , 2013 or

such later date as determined by the Commissioner of DHED (the "Commissioner") and (b) the date on which the Developer executes this Agreement, the Developer shall deposit with the City the amount of Fifty-Two Thousand and 00/100 Dollars ($52,000) ("Earnest Money"), which shall be applied to the Purchase Price at the Closing.

Performance Deposit. At the Closing, the Developer shall deposit with the City the amount of Fifty-Two Thousand and 00/100 Dollars ($52,000), as security for the performance of its obligations under this Agreement ("Performance Deposit"), which the City will retain until the City issues the MBE/WBE Certificate of Completion. Upon the Developer's receipt of the MBE/WBE Certificate of Completion, the Developer shall submit a request for a return of the Performance Deposit, and the City shall promptly return the Performance Deposit after receiving such request.
Interest. The City will pay no interest to the Developer on the Earnest Money or Performance Deposit.

SECTION 5. CLOSING.

The Closing shall take place at the downtown offices of Matthewson Right of Way

Com.Danv 30 North L⁰fi^all° S^troot finite 179R Q^ir-ann " RflfiCP within thirtx/ f"}m Ha\/Q after

the Developer has satisfied all conditions precedent set forth in Section 10 hereof, unless DHED, in its sole discretion, waives any one or more of such conditions (the "Closing Date"); provided, however, in no event shall the Closing occur any later than June 1, 2013 (the "Outside Closing Date"), unless DHED, in its sole discretion, extends such Outside Closing Date. On or before the Closing Date, the City shall deliver to the Title Company the Deed, all necessary state, county and municipal real estate transfer tax declarations, and an ALTA statement.

SECTION 6. CONVEYANCE OF TITLE.

6.1 Form of City Deed. The City shall convey the City Parcels to the Developer by one or more quitclaim deeds (each, a "Deed"), subject to the terms of this Agreement and, without limiting the quitclaim nature of the Deed(s), the following:

the 47^t7Halsted TIF Plan for the 47^t7Halsted TIF Area or the Englewood Neighborhood TIF Plan for the Englewood Neighborhood TIF Area, as applicable;
1. the standard exceptions in an ALTA title insurance policy;
2. general real estate taxes and any special assessments or other taxes;
all easements, encroachments, covenants and restrictions of record and not shown of record;
1. such other title defects as may exist; and
2. any and all exceptions caused by the acts of the Developer or its Agents.

6.2 Recording Costs. The Developer shall pay to record the Deed(s), this Agreement, and any other documents incident to the conveyance of the City Parcels to the Developer.

SECTION 7. TITLE AND SURVEY.

The Developer has obtained at its sole expense and has provided the City one or more Title Commitments for the City Parcels. The Developer shall be solely responsible for and shall pay all costs associated with updating the Title Commitments or obtaining a new title commitment for the City Parcels (including all search, continuation and later-date fees), and obtaining the Title Policy for the City Parcels and any endorsements it deems necessary. The Developer elects not to have any surveys performed. If the Developer subsequently has any survey(s) performed, it shall be responsible for and shall pay all costs associated therewith. The City shall have no obligation to cure title defects; provided, however, if there are exceptions for general real estate tax liens attributable to taxes due and payable prior to the Closing Date with respect to the City Parcels, the City shall submit to the county a tax abatement letter and/or file a certificate of error application with the Cook County Assessor's office, tax injunction complaint in the Circuit Court of Cook County or motion to vacate a tax sale in the Circuit Court of Cook County, seeking the exemption or waiver of such pre-closing tax liabilities, but shall have no further duties with respect to any such taxes. If, after taking the foregoing actions, the City Parcels remains subject to any tax liens, or if the City Parcels are encumbered with any other exceptions that would adversely affect the use and insurability of the City Parcels for the development of the Project, the Developer shall have the option to do one of the following: (a) accept title to the City Parcels subject to the exceptions, without reduction in the Purchase Price; or (b) terminate this Agreement by delivery of written notice to the City prior to the Closing, in which event the City shall return the Earnest Money and Performance Deposit to the Developer, this Agreement shall be null and void and, except as otherwise specifically provided herein, neither party shall have any further right, duty or obligation hereunder. If the Developer elects not to terminate this Agreement as aforesaid, the Developer agrees to accept title subject to all exceptions. The Developer shall be responsible for all taxes accruing after the Closing.

SECTION 8. BUILDING PERMITS AND OTHER GOVERNMENTAL APPROVALS.

The First Phase (as defined in Section 9 below and described in Exhibit D) will be constructed within the area depicted in Exhibit D-1 of this Agreement (such area, the "First

Phase Project Area"). The Developer shall apply for all necessary building permits and other required permits and approvals, except to the extent preempted by federal law ("Governmental Approvals") for the First Phase (as defined in Section 9 below) within three (3) months after the Developer has (i) completed its acquisition of all parcels within the First Phase Project Area and (ii) recorded street and alley vacation ordinances and the associated plats of vacation for the streets and alleys within the First Phase Project Area (such streets and alleys are a subset of the street and alleys identified in Exhibit E of this Agreement and correspond to those streets and alleys identified in Exhibit D of the Neighborhood Investment Agreement, the form of which is attached to this Agreement as Exhibit G) (the date on which the Developer completes the later of (i) and (ii), the "First Phase Effective Date"), unless DHED, in its sole discretion, extends such application date, and shall pursue such Governmental Approvals in good faith and with ail due diligence. The Developer shall apply for and obtain all Governmental Approvals applicable to any subsequent phase of the Project, in advance of commencing construction on such phase.

SECTION 9. BUDGET.

The Developer has furnished to DHED, and DHED has approved, a preliminary budget showing total costs for the construction of the first phase of the Project, which is described in Exhibit D (the "First Phase") in the amount of Seventeen Million Six Hundred Fifty Thousand Dollars ($17,650,000) (the "Preliminary Project Budget"). The Developer hereby certifies to the City that the Preliminary Project Budget is true, correct and complete in all material respects. Not less than fourteen (14) days prior to the Closing Date, the Developer shall submit to DHED for approval a final budget for the First Phase that is materially consistent with the Preliminary Project Budget ("Budget"). The Developer shall submit to DHED a budget for each subsequent phase of the Project, in advance of commencing such phase.

SECTION 10. CONDITIONS TO THE CITY'S OBLIGATIONS.

The obligations of the City under this Agreement are contingent upon the delivery or satisfaction of each of the following items (unless waived by DHED in its sole discretion) set forth in Sections 10.1 through 10.14 at least fourteen (14) days prior to the Closing Date, unless another time period is specified below:

Final Governmental Approvals. The Developer has submitted to DHED, and DHED has approved, evidence that it has applied for all Governmental Approvals to complete the First Phase.
Budget. The Deveioper has submitted to DHED, and DHED has approved, the Budget in accordance with the provisions of Section 9 hereof.
Plans. The Developer has submitted to DHED, and DHED has approved, the Plans in accordance with the provisions of Section 11.1 hereof. ¹
Insurance. The Developer has submitted to the City evidence of self-insurance .
Legal Opinion. The Developer has submitted to the Corporation Counsel, and the Corporation Counsel has approved, a legal opinion in a form reasonably acceptable to the City.

Due Diligence. The Developer has submitted to the Corporation Counsel due diligence searches in its name (UCC liens, state and federal tax liens, pending litigation and judgments in Cook County and the U.S. District for the Northern District of Illinois, and bankruptcy), showing no unacceptable liens, litigation, judgments or filings, as reasonably determined by the Corporation Counsel.
Organization and Authority Documents. The Developer has submitted to the Corporation Counsel its articles of incorporation, including all amendments thereto, as furnished and certified by the Illinois Secretary of State, and copies of its by-laws, as certified by its corporate secretary. The Developer has submitted to the Corporation Counsel resolutions authorizing it to execute and deliver this Agreement and any other documents required to complete the transaction contemplated by this Agreement and to perform its obligations under this Agreement; a certificate of good standing from the Illinois Secretary of State dated no more than thirty (30) days prior to the Closing; and such other corporate authority and organizational documents as the City may reasonably request.
Economic Disclosure Statement. The Developer has provided to the Corporation Counsel an Economic Disclosure Statement, on the City's then current form, dated as of the Closing Date.
MBEAA/BE and City Resident Hiring Compliance Plan. The Developer and the Developer's general contractor and all major subcontractors have met with staff from DHED regarding compliance with the MBEAA/BE, city resident hiring and other requirements set forth in Section 24, and DHED has approved the Developer's compliance plan in accordance with Section 24.4.
Title. The Developer has furnished the City with title commitments for the City Parcels.
Representations and Warranties. On the Closing Date, each of the representations and warranties of the Developer in Section 25 and elsewhere in this Agreement shall be true and correct.
Developer / CHA Closing. On or prior to the Closing Date, the Developer and CHA shall have closed on the conveyance of the CHA Parcels.
Neighborhood Investment Agreement. On or prior to the Closing Date, the Developer and the City shall have executed a Neighborhood investment Agreement in substantially the form attached hereto as Exhibit H.
Other Obligations. On the Closing Date, the Developer shall have performed all of the other obligations required to be performed by the Developer under this Agreement as and when required under this Agreement.

If any of the conditions in this Sections 10.1 through 10.14 have not been satisfied to DHED's reasonable satisfaction within the time periods provided for herein, DHED may, at its option, upon thirty (30) days' prior written notice to Developer, terminate this Agreement at any time after the expiration of the applicable time period, in which event this Agreement shall be null and void and, except as otherwise specifically provided, neither party shall have any further right, duty or obligation hereunder; provided, however, that if within said thirty (30) day notice

period Developer satisfies said condition(s), then the termination notice shall be deemed to have been withdrawn. Any forbearance by DHED in exercising its right to terminate this Agreement upon a default hereunder shall not be construed as a waiver of such right.

SECTION 11. CONSTRUCTION REQUIREMENTS.

Plans and Permits. The Developer shall construct the First Phase on the Property materially in accordance with the site plan prepared by the Developer and attached hereto as Exhibit D-1. and the final plans and specifications prepared by the Developer dated

, which have been approved by DHED and which are incorporated herein

by this reference ("Plans"). The plans for the future phases (i.e., subsequent to the First Phase) of the Project that are attached to Exhibit F are conceptual. Prior to commencing any subsequent phase of the Project, the Developer shall submit updated site plans to DHED for approval. The term "Plans" as used herein shall refer to the updated plans and specifications upon DHED's written approval of the same. No material deviation from the Plans may be made without the prior written approval of DHED. The Plans shall at all times conform to the Englewood Neighborhood TIF Plan or the 47^th/Halsted TIF Plan, as applicable, and all applicable Laws.

Relocation of Utilities, Curb Cuts and Driveways. The Developer shall be solely responsible for and shall pay all costs associated with: (a) the relocation, installation or construction of public or private utilities, curb cuts and driveways; (b) the repair or reconstruction of any curbs, vaults, sidewalks or parkways required in connection with or damaged as a result of the Developer's construction of the Project; (c) the removal of existing pipes, utility equipment or building foundations; and (d) the termination or relocation of existing water or other utility services if any of this work is required for the Project or is required by the City in connection with the vacation by the City of any streets or alleys described in Exhibit E. Except to the extent preempted by federal law, the City shall have the right to approve any streetscaping provided by the Developer as part of the Project, including, without limitation, any paving of sidewalks, landscaping and lighting.
City's Right to Inspect Property. For the period commencing on the Closing Date and continuing through the date the Developer completes the Project, any duly authorized representative of the City shall have access to the Property at all reasonable times for the purpose of determining whether the Developer is constructing the Project in accordance with the terms of this Agreement and all applicable Laws; provided that anyone entering the Property must abide by all reasonable safety requirements of the Developer when exercising such rights.
Barricades and Signs. The Developer shall, at its sole cost and expense, erect and maintain such signs as the City may reasonably require during the Project, identifying the site as a City redevelopment project. The City reserves the right to include the name, photograph, artistic rendering of the Project and other pertinent information regarding the Developer, the Property and the Project in the City's promotional literature and communications. Prior to the commencement of any construction activity requiring barricades, the Developer shall install barricades of a type and appearance satisfactory to the City and constructed in compliance with all applicable Laws. Except to the extent preempted by federal law, DHED shall have the right to approve the maintenance, appearance, color scheme, painting, nature, type, content and design of all barricades. The Developer shall erect all signs and barricades so as not to interfere with or affect any bus stop or train station in the vicinity of the Property.

SECTION 12. LIMITED APPLICABILITY.

Any approval given by DHED pursuant to this Agreement is for the purpose of this Agreement only and does not constitute the approval required by the City's Department of Buildings or any other City department, nor does such approval constitute an approval of the quality, structural soundness or safety of any improvements located or to be located on the Property, or the compliance of said improvements with any Laws, private covenants, restrictions of record, or any agreement affecting the Property or any part thereof.

SECTION 13. COMMENCEMENT AND COMPLETION OF CONSTRUCTION.

The Developer shall commence construction of the First Phase within (3) months following the issuance of the Governmental Approvals described in Section 8, and shall complete the First Phase (as evidenced by the issuance of the First Phase Certificate of Completion) no later than two (2) years from the commencement thereof. DHED, in its sole discretion, may extend the construction commencement and completion dates for good cause by issuing a written extension letter. The Developer shall give written notice to the City within five (5) days after it commences construction. The Developer shall submit to the City anticipated commencement and completion dates for the construction of subsequent phases of the Project, in advance of commencing such phases. The Developer shall construct the Project in accordance with the Plans and all applicable Laws, except to the extent preempted by federal law, and covenants and restrictions of record.

SECTION 14. CERTIFICATES OF COMPLETION.

The Developer shall request from the City a certificate of completion ("First Phase Certificate of Completion") upon the completion of the First Phase in accordance with this Agreement. Within forty-five (45) days after receipt of a written request by the Developer for a First Phase Certificate of Completion, the City shall provide the Developer with either the First Phase Certificate of Completion or a written statement indicating in adequate detail how the Developer has failed to complete the First Phase in conformity with this Agreement, or is otherwise in default, and what measures or acts will be necessary, in the sole opinion of the City, for the Developer to take or perform in order to obtain the First Phase Certificate of Completion. If the City requires additional measures or acts to assure compliance, the Developer shall resubmit a written request for the First Phase Certificate of Completion upon compliance with the City's response. The First Phase Certificate of Completion shall be in recordable form, and shall, upon recording, constitute a conclusive determination of satisfaction and termination of the covenants in this Agreement and the Deed with respect to the Developer's obligations to construct the First Phase. The First Phase Certificate of Completion shall not, however, constitute evidence that the Developer has complied with any Laws relating to the construction of the First Phase or the Project, and shall not serve as any "guaranty" as to the quality of the construction. Nor shall the First Phase Certificate of Completion release the Developer from its obligation to comply with the other terms, covenants and conditions of this Agreement.
The Developer shall request from the City a certificate of completion ("M/WBE Certificate of Completion") upon the Developer's satisfaction of the Employment Obligations set forth in Section 24 of this Agreement. The Developer's request must include a copy of the compliance letter issued by DHED evidencing the Developer's compliance with such requirements. Within forty-five (45) days after receipt of a written request by the Developer for

an M/WBE Certificate of Completion, the City shall provide the Developer with either the M/WBE Certificate of Completion or a written statement indicating in adequate detail how the Developer has failed to satisfy the Employment Obligations set forth in Section 24, or is otherwise in default, and what measures or acts will be necessary, in the sole opinion of the City, for the Developer to take or perform in order to obtain the M/WBE Certificate of Completion. If the City requires additional measures or acts to assure compliance, the Developer shall resubmit a Written request for the M/WBE Certificate of Completion upon compliance with the City's response. The M/WBE Certificate of Completion shall be in recordable form, and shall, upon recording, constitute a conclusive determination of satisfaction and termination of the covenants in this Agreement and the Deed with respect to the Developer's obligations to comply with the Employment Obligations set forth in Section 24 of this Agreement. The MAA/BE Certificate of Completion shall not, however, constitute evidence that the Developer has complied with any Laws relating to the construction of the Project, and shall not serve as any "guaranty" as to the quality of the construction. Nor shall the MAA/BE Certificate of Completion release the Developer from its obligation to comply with the other terms, covenants and conditions of this Agreement.

SECTION 15. RESTRICTIONS ON USE.

The Developer, for itself and its successors and assigns, agrees as follows:

The Developer shall (a) use the City Parcels located within the Englewood Neighborhood TIF Area in compliance with the Englewood Neighborhood TIF Plan and (b) use the City Parcels located within the 47^,h/Halsted TIF Area in compliance with the 47^th/Halsted TIF Plan, as applicable.
The Developer shall not discriminate on the basis of race, color, sex, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, marital status, parental status, military discharge status, or source of income in the sale, lease, rental, use or occupancy of the Property or the Project or any part thereof.
The Developer shall construct the First Phase in accordance with this Agreement, the Plans, all applicable Laws and covenants, and restrictions of record.

The Developer, for itself and its successors and assigns, acknowledges and agrees that the development and use restrictions set forth in this Section 15 constitute material, bargained-for consideration for the City and are intended to further the public policies set forth in the Englewood Neighborhood TIF Plan and the 47^th/Ha!sted TIF Plan, as applicable.

SECTION 16. PROHIBITION AGAINST SALE OR TRANSFER OF CITY PARCELS PRIOR TO ISSUANCE OF THE M/WBE CERTIFICATE OF COMPLETION.

Prior to the issuance of the MAA/BE Certificate of Completion, the Developer may not, without the prior written consent of DHED, which consent shall be in DHED's sole discretion: (a) directly or indirectly sell, transfer or otherwise dispose of the City Parcels or any part thereof or any interest therein or the Developer's controlling interests therein (including, without limitation, a transfer by assignment of any beneficial interest under a land trust); or (b) directly or indirectly assign this Agreement. The Developer acknowledges and agrees that DHED may withhold its consent under (a) or (b) above if, among other reasons, the proposed purchaser, transferee or assignee (or such entity's principal officers or directors) is in violation of any Laws,

or if the Developer fails to submit sufficient evidence of the financial responsibility, business background and reputation of the proposed purchaser, transferee or assignee. If the Developer is a business entity, no principal party of the Developer (e.g., a general partner, member, manager or shareholder) may sell, transfer or assign any of its interest in the entity prior to the expiration of the Compliance Period to anyone other than another principal party, without the prior written consent of DHED, which consent shall be in DHED's sole discretion. The Developer must disclose the identity of all limited partners to the City at the time such limited partners obtain an interest in the Developer.

SECTION 17. LIMITATION UPON ENCUMBRANCE OF CITY PARCELS PRIOR TO ISSUANCE OF M/WBE CERTIFICATE OF COMPLETION.

Prior to the issuance of the MAA/BE Certificate of Completion for the Project, the Developer shall not, without DHED's prior written consent, which shall be in DHED's sole discretion, engage in any financing or other transaction which would create an encumbrance or lien on the City Parcels.

SECTION 18. MORTGAGEES NOT OBLIGATED TO CONSTRUCT. [Intentionally omitted.]

SECTION 19. COVENANTS RUNNING WITH THE LAND.

The parties agree, and the Deed shall so expressly provide, that the covenants, agreements, releases and other terms and provisions contained in Section 13 (Commencement and Completion of Project), Section 15 (Restrictions on Use), Section 16 (Prohibition Against Sale or Transfer of Property), Section 17 (Limitation Upon Encumbrance of Property), and Section 23.4 (Release for Environmental Conditions) touch and concern and shall be appurtenant to and shall run with the Property. Such covenants, agreements, releases and other terms and provisions shall be binding on the Developer and its successors and assigns to the fullest extent permitted by law and equity for the benefit and in favor of the City, and shall be enforceable by the City. Such covenants, agreements, releases and other terms and provisions shall terminate as follows: Sections 13, 15.3 and 17 upon the issuance of the MAA/BE Certificate of Completion; Section 15.1(a) upon the expiration of the Englewood Neighborhood TIF Plan; Section 15.1(b) upon the expiration of the 47^,h/Halsted TIF Plan; Section 16 upon the issuance of the MAA/BE Certificate of Completion; and Sections 15.2 and 23.4 with no limitation as to time.

SECTION 20. PERFORMANCE AND BREACH.

Time of the Essence. Time is of the essence in the Developer's performance of its obligations under this Agreement.
Event of Default. The occurrence of any one or more of the following shall constitute an "Event of Default" under this Agreement:

(a) the failure of the Developer to perform, keep or observe any of the covenants, conditions, promises, agreements or obligations of the Developer under this Agreement or any related agreement;

the failure of the Developer to perform, keep or observe any of the covenants, conditions, promises, agreements or obligations of the Developer under any other agreement with any person or entity if such failure may have a material adverse effect on the Developer's business, property, assets, operations or condition, financial or otherwise;
the making or furnishing by the Developer of any warranty, representation, statement, certification, schedule or report to the City (whether in this Agreement, an Economic Disclosure Statement or another document) which is untrue or misleading in any material respect;
except as otherwise permitted hereunder, the creation (whether voluntary or involuntary) of, or any attempt to create, any lien or other encumbrance upon the Property, or the making or any attempt to make any levy, seizure or attachment thereof;
the commencement of any proceedings in bankruptcy by or against the Developer or for the liquidation or reorganization of the Developer, or alleging that the Developer is insolvent or unable to pay its debts as they mature, or for the readjustment or arrangement of the Developer's debts, whether under the United States Bankruptcy Code or under any other state or federal law, now or hereafter existing, for the relief of debtors, or the commencement of any analogous statutory or non-statutory proceedings involving the Developer; provided, however, that if such commencement of proceedings is involuntary, such action shall not constitute an Event of Default unless such proceedings are not dismissed within sixty (60) days after the commencement of such proceedings;
the appointment of a receiver or trustee for the Developer for the Project, for any substantial part of the Developer's assets or the institution of any proceedings for the dissolution, or the full or partial liquidation, or the merger or consolidation, of the Developer; provided, however, that if such appointment or commencement of proceedings is involuntary, such action shall not constitute an Event of Default unless such appointment is not revoked or such proceedings are not dismissed within sixty (60) days after the commencement thereof;
the entry of any judgment or order against the Developer which is related to the Property and remains unsatisfied or undischarged and in effect for sixty (60) days

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the dissolution of the Developer; and

(i) the occurrence of a material and adverse change in the Developer's

financial condition or operations.

20.3 Cure. If the Developer defaults in the performance of its obligations under this Agreement, the Developer shall have ninety (90) days after written notice of default from the City to cure the default, or such longer period as shall be reasonably necessary to cure such default provided the Developer promptly commences such cure and thereafter diligently pursues such cure to completion (so long as continuation of the default does not create material risk to

the Project or to persons using the Project). Notwithstanding the foregoing or any other provision of this Agreement to the contrary:

there shall be no notice requirement with respect to Events of Default described in Section 5 (with respect to Outside Closing Date);
there shall be no notice requirement or cure period with respect to Events of Default described in Section 13 (Commencement and Completion of Project), Section 16 (Prohibition Against Transfer of Property) and Section 17 (Limitation Upon Encumbrance of Property); and

Event of Default Prior to Closing. If an Event of Default occurs prior to the Closing, and the default is not cured in the time period provided for in Section 20.3 above, the City may terminate this Agreement, institute any action or proceeding at law or in equity against the Developer, and retain the Earnest Money and Performance Deposit as liquidated damages.
Event of Default After Closing but Before Commencement of Construction. If an Event of Default occurs after the Closing, but before commencement of construction of the Project, and the default is not cured in the time period provided for in Section 20.3 above, the City may retain the Performance Deposit, terminate this Agreement and exercise any and all remedies available to it at law or in equity.
Event of Default After Closing and Commencement of Construction but Before Issuance of the MAA/BE Certificate of Completion. If an Event of Default occurs after the Closing and commencement of construction, but prior to the issuance of the MAA/BE Certificate of Completion, and the default is not cured in the time period provided for in Section 20.3 above, the City may retain the Performance Deposit, terminate this Agreement and exercise any and all remedies available to it at law or in equity.
Event of Default After Issuance of the MAA/BE Certificate of Completion. If subsequent to the City's issuance of the MAA/BE Certificate of Completion an Event of Default occurs, the City may exercise any and all remedies available to it at law or in equity, other than the right to re-enter the Property and revest title to the City. This Section 20.2 shall not limit or amend the covenants running with the Property as set forth in Section 19.

SECTION 21. CONFLICT OF INTEREST; CITY'S REPRESENTATIVES NOT INDIVIDUALLY LIABLE.

The Developer represents and warrants that no agent, official or employee of the City shall have any personal interest, direct or indirect, in the Developer, this Agreement, the Property or the Project, nor shall any such agent, official or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, association or other entity in which he or she is directly or indirectly interested. No agent, official or employee of the City shall be personally liable to the Developer or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Developer or successor or with respect to any commitment or obligation of the City under the terms of this Agreement.

SECTION 22. INDEMNIFICATION.

The Developer agrees to indemnify, defend and hold the City harmless from and against any Losses suffered or incurred by the City arising from or in connection with: (a) the failure of the Developer to perform its obligations under this Agreement; (b) the failure of the Developer or any Agent to pay contractors, subcontractors or material suppliers in connection with the construction and management of the Project; (c) any misrepresentation or omission made by the Developer or any Agent; (d) the failure of the Developer to redress any misrepresentations or omissions in this Agreement or any other agreement relating hereto; and (e) any activity undertaken by the Developer or any Agent on the Property prior to or after the Closing. This indemnification shall survive the Closing or any termination of this Agreement (regardless of the reason for such termination).

SECTION 23. ENVIRONMENTAL MATTERS.

23.1 "AS IS" SALE. THE DEVELOPER ACKNOWLEDGES THAT IT HAS HAD ADEQUATE OPPORTUNITY TO INSPECT AND EVALUATE THE STRUCTURAL, PHYSICAL AND ENVIRONMENTAL CONDITION AND RISKS OF THE CITY PARCELS AND ACCEPTS THE RISK THAT ANY INSPECTION MAY NOT DISCLOSE ALL MATERIAL MATTERS AFFECTING THE CITY PARCELS. THE DEVELOPER AGREES TO ACCEPT THE CITY PARCELS IN THEIR "AS IS," "WHERE IS" AND "WITH ALL FAULTS" CONDITION AT CLOSING WITHOUT ANY COVENANT, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, AS TO ANY MATTERS CONCERNING THE CITY PARCELS, INCLUDING WITHOUT LIMITATION: (a) THE STRUCTURAL, PHYSICAL OR ENVIRONMENTAL CONDITION OF THE CITY PARCELS; (b) THE SUITABILITY OF THE CITY PARCELS FOR ANY PURPOSE WHATSOEVER; (c) THE CONDITION OF SOILS, GEOLOGY, AND GROUNDWATER; (d) THE COMPLIANCE OF THE CITY PARCELS WITH ANY APPLICABLE ENVIRONMENTAL LAW; OR (e) THE PRESENCE OR REMOVAL OF HAZARDOUS SUBSTANCES ON, UNDER, OR ABOUT THE CITY PARCELS OR ADJACENT PROPERTY. THE DEVELOPER ACKNOWLEDGES THAT IT IS RELYING SOLELY UPON ITS OWN INSPECTION AND OTHER DUE DILIGENCE ACTIVITIES AND NOT UPON ANY INFORMATION (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL STUDIES OR REPORTS OF ANY KIND) PROVIDED BY OR ON BEHALF OF THE CITY OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. THE DEVELOPER AGREES THAT IT IS THE DEVELOPER'S SOLE RESPONSIBILITY AND OBLIGATION TO PERFORM ANY ENVIRONMENTAL REMEDIATION WORK AND TAKE SUCH OTHER ACTION AS IS NECESSARY TO PUT THE CITY PARCELS IN A CONDITION WHICH IS SUITABLE FOR ITS INTENDED USE.

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conditioned upon the Developer being satisfied with the condition of the City Parcels for the construction, development and operation of the Project. Upon the Developer's request, the City shall grant the Developer the right, at the Developer's sole cost and expense, to enter the City Parcels, pursuant to an access agreement reasonably acceptable to the City, to inspect the same, perform surveys, environmental assessments, soil tests and any other due diligence the Developer deems necessary or desirable to satisfy itself as to the condition of the City Parcels. If the Developer determines that it is not satisfied, in its sole discretion, with the condition of the City Parcels, the Developer may terminate this Agreement by written notice to the City any time prior to the Closing Date, whereupon the City shall return the Earnest Money and Performance Deposit to the Developer and this Agreement shall be null and void and, except as otherwise specifically provided, neither party shall have any further right, duty or obligation hereunder. If

the Developer elects not to terminate this Agreement pursuant to this Section 23.2, the Developer shall be deemed satisfied with the condition of the City Parcels.

Release and Indemnification. The Developer, on behalf of itself and the other Developer Parties, or anyone claiming by, through, or under the Developer Parties, hereby releases, relinquishes and forever discharges the City Parties from and against any and all claims for Losses which the Developer or any of the Developer Parties ever had, now have, or hereafter may have, whether grounded in tort or contract or otherwise, in any and all courts or other forums, of whatever kind or nature, whether known or unknown, arising out of or in any way connected with, directly or indirectly (a) any environmental contamination, pollution or hazards associated with the City Parcels or any improvements, facilities or operations located or formerly located thereon, including, without limitation, any release, emission, discharge, generation, transportation, treatment, storage or disposal of Hazardous Substances, or threatened release, emission or discharge of Hazardous Substances; (b) the structural, physical or environmental condition of the City Parcels, including, without limitation, the presence or suspected presence of Hazardous Substances in, on, under or about the City Parcels or the migration of Hazardous Substances from or to other property; (c) any violation of, compliance with, enforcement of or liability under any Environmental Laws, including, without limitation, any Losses arising under CERCLA, and (d) any investigation, cleanup, monitoring, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or other third party in connection or associated with the City Parcels or any improvements, facilities or operations located or formerly located thereon (collectively, "Released Claims"). Furthermore, after the Closing, the Developer shall defend, indemnify, and hold the City Parties harmless from and against any and all Losses which may be made or asserted by any third parties arising out of or in any way connected with, directly or indirectly, any of the Released Claims. The foregoing covenant of release and indemnification shall run with the City Parcels, and shall be binding upon all successors and assigns of the Developer with respect to the City Parcels, including, without limitation, each and every person, firm, corporation, limited liability company, trust or other entity owning, leasing, occupying, using or possessing any portion of the City Parcels under or through the Developer following the date of the Deed. The Developer acknowledges and agrees that the foregoing covenant of release and indemnification constitutes a material inducement to the City to enter into this Agreement, and that, but for such release and indemnification, the City would not have agreed to convey the City Parcels to the Developer. It is expressly agreed and understood by and between the Developer and the City that, should any future obligation of the Developer, or any of the Developer Parties, arise or be alleged to arise in connection with any environmental, soil or other condition of the City Parcels, neither the Developer, nor any of the Developer Parties, will assert that those obligations must be satisfied in whole or in part by the City because this Section 23.3 contains a full, complete and final release of all such claims.
Release Runs with the Land. The covenant of release in Section 23.3 shall run with the City Parcels, and shall be binding upon all successors and assigns of the Developer with respect to the City Parcels, including, without limitation, each and every person, firm, corporation, limited liability company, trust or other entity owning, leasing, occupying, using or possessing any portion of the City Parcels under or through the Developer following the date of the Deed. The Developer acknowledges and agrees that the foregoing covenant of release constitutes a material inducement to the City to enter into this Agreement, and that, but for such release, the City would not have agreed to convey the City Parcels to the Developer. It is expressly agreed and understood by and between the Developer and the City that, should any future obligation of the Developer, or any of the Developer Parties, arise or be alleged to arise in

connection with any environmental, soil or other condition of the City Parcels, neither the Developer, nor any of the Developer Parties, will assert that those obligations must be satisfied in whole or in part by the City because Section 23.3 contains a full, complete and final release of all such claims.

Rehabilitation Work and Removal of Materials from the City Parcels. The Developer shall: (a) perform all rehabilitation work in accordance with all applicable Environmental Laws, (b) dispose of all materials in accordance with all applicable Environmental Laws, (c) maintain documentation evidencing that such disposal was in accordance with all applicable Environmental Laws, and (d) provide copies of such documentation to the City upon request.
Survival. This Section 23 shall survive the Closing or any termination of this Agreement (regardless of the reason for such termination).

SECTION 24. DEVELOPER'S EMPLOYMENT OBLIGATIONS.

24.1 Employment Opportunity. The Developer agrees, and shall contractually obligate its various contractors, subcontractors and any Affiliate of the Developer operating on the Property (collectively, the "Employers" and individually, an "Employer") to agree, that with respect to the provision of services in connection with the construction of the Project:

Neither the Developer nor any Employer shall discriminate against any employee or applicant for employment based upon race, religion, color, sex, national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income as defined in the City of Chicago Human Rights Ordinance, Section 2-160-010 et seg. of the Municipal Code of Chicago, as amended from time to time (the "Human Rights Ordinance"). The Developer and each Employer shall take affirmative action to ensure that applicants are hired and employed without discrimination based upon the foregoing grounds, and are treated in a non-discriminatory manner with regard to all job-related matters, including, without limitation: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Developer and each Employer agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this nondiscrimination clause. In addition, the Developer and each Employer, in all solicitations or advertisements for employees, shall state that all qualified applicants shall receive consideration for employment without discrimination based upon the foregoing grounds.
To the greatest extent feasible, the Developer and each Employer shall (i) present opportunities for training and employment of low and moderate income residents of the City, and (ii) provide that contracts for work in connection with the construction of the Project be awarded to business concerns which are located in or owned in substantial part by persons residing in, the City.
The Developer and each Employer shall comply with all federal, state and local equal employment and affirmative action statutes, rules and regulations, including, without limitation, the Human Rights Ordinance and the Illinois Human Rights Act, 775

ILCS 5/1-101 et seg. (1993), both as amended from time to time, and any regulations promulgated thereunder.

The Developer, in order to demonstrate compliance with the terms of this Section 24.1, shall cooperate with and promptly and accurately respond to inquiries by the City, which has the responsibility to observe and report compliance with equal employment opportunity regulations of federal, state and municipal agencies.
The Developer and each Employer shall include the foregoing provisions of subparagraphs (a) through (d) in every contract entered into in connection with the construction of the Project, and shall require inclusion of these provisions in every subcontract entered into by any subcontractors, and every agreement with any affiliate operating on the Property, so that each such provision shall be binding upon each contractor, subcontractor or affiliate, as the case may be.
Failure to comply with the employment obligations described in this Section 24.1 shall be a basis for the City to pursue remedies under the provisions of Section 20.

24.2 City Resident Employment Requirement.

The Developer agrees, and shall contractually obligate each Employer to agree, that during the construction of the Project, the Developer and each Employer shall comply with the minimum percentage of total worker hours performed by actual residents of the City of Chicago as specified in Section 2-92-330 of the Municipal Code of Chicago (at least fifty percent); provided, however, that in addition to complying with this percentage, the Developer and each Employer shall be required to make good faith efforts to utilize qualified residents of the City in both unskilled and skilled labor positions.
The Developer and the Employers may request a reduction or waiver of this minimum percentage level of Chicagoans as provided for in Section 2-92-330 of the Municipal Code of Chicago in accordance with standards and procedures developed by the chief procurement officer of the City of Chicago.
"Actual residents of the City of Chicago" shall mean persons domiciled within the City of Chicago. The domicile is an individual's one and only true, fixed and

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The Developer and the Employers shall provide for the maintenance of adequate employee residency records to ensure that actual Chicago residents are employed on the construction of the Project. The Developer and the Employers shall maintain copies of personal documents supportive of every Chicago employee's actual record of residence.
The Developer and the Employers shall submit weekly certified payroll reports (U.S. Department of Labor Form WH-347 or equivalent) to DHED in triplicate, which shall identify clearly the actual residence of every employee on each submitted certified payroll. The first time that an employee's name appears on a payroll, the date

that the Developer or Employer hired the employee should be written in after the employee's name.

The Developer and the Employers shall provide full access to their employment records to the chief procurement officer, DHED, the Superintendent of the Chicago Police Department, the inspector general, or any duly authorized representative thereof. The Developer and the Employers shall maintain all relevant personnel data and records for a period of at least three (3) years after the issuance of the MAA/BE Certificate of Completion.
At the direction of DHED, the Developer and the Employers shall provide affidavits and other supporting documentation to verify or clarify an employee's actual address when doubt or lack of clarity has arisen.
Good faith efforts on the part of the Developer and the Employers to provide work for actual Chicago residents (but not sufficient for the granting of a waiver request as provided for in the standards and procedures developed by the chief procurement officer) shall not suffice to replace the actual, verified achievement of the requirements of this Section 24.2 concerning the worker hours performed by actual Chicago residents.

(i) If the City determines that the Developer or an Employer failed to ensure

the fulfillment of the requirements of this Section 24.2 concerning the worker hours

performed by actual Chicago residents or failed to report in the manner as indicated

above, the City will thereby be damaged in the failure to provide the benefit of

demonstrable employment to Chicagoans to the degree stipulated in this Section 24.2.

If such non-compliance is not remedied in accordance with the breach and cure

provisions of Section 20.3. the parties agree that 1/20 of 1 percent (.05%) of the

aggregate hard construction costs set forth in the Budget shall be surrendered by the

Developer to the City in payment for each percentage of shortfall toward the stipulated

residency requirement. Failure to report the residency of employees entirely and

correctly shall result in the surrender of the entire liquidated damages as if no Chicago

residents were employed in either of the categories. The willful falsification of

statements and the certification of payroll data may subject the Developer and/or the

other Employers or employees to prosecution.

(j) Nothing herein provided shall be construed to be a limitation upon the "Notice of Requirements for Affirmative Action to Ensure Equal Employment Opportunity, Executive Order 11246" and "Standard Federal Equal Employment Opportunity, Executive Order 11246," or other affirmative action required for equal opportunity under the provisions of this Agreement.

(k) The Developer shall cause or require the provisions of this Section 24.2 to be included in all construction contracts and subcontracts related to the construction of the Project.

24.3 Developer's MBEAA/BE Commitment. The Developer agrees for itself and its successors and assigns, and, if necessary to meet the requirements set forth herein, shall contractually obligate the general contractor to agree, that during the construction of the Project:

Consistent with the findings which support, as applicable, (i) the Minority-Owned and Women-Owned Business Enterprise Procurement Program, Section 2-92-420 et seg., Municipal Code of Chicago (the "Procurement Program"), and (ii) the Minority- and Women-Owned Business Enterprise Construction Program, Section 2-92-650 et seg., Municipal Code of Chicago (the "Construction Program," and collectively with the Procurement Program, the "MBEAA/BE Program"), and in reliance upon the provisions of the MBEAA/BE Program to the extent contained in, and as qualified by, the provisions of this Section 24.3, during the course of construction of the Project, at least 24% of the aggregate hard construction costs set forth in the budget attached hereto as Exhibit G (such budget, the "MBE/WBE Budget") shall be expended for contract participation by minority-owned businesses and at least 4% of the aggregate hard construction costs set forth in the MBEAA/BE Budget shall be expended for contract participation by women-owned businesses.
For purposes of this Section 24.3 only:

1. The Developer (and any party to whom a contract is let by the Developer in connection with the Project) shall be deemed a "contractor" and this Agreement (and any contract let by the Developer in connection with the Project) shall be deemed a "contract" or a "construction contract" as such terms are defined in Sections 2-92-420 and 2-92-670, Municipal Code of Chicago, as applicable.
2. The term "minority-owned business" or "MBE" shall mean a business identified in the Directory of Certified Minority Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a minority-owned business enterprise, related to the Procurement Program or the Construction Program, as applicable.
3. The term "women-owned business" or "WBE" shall mean a business identified in the Directory of Certified Women Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a women-owned business enterprise, related to the Procurement Program or the Construction Program, as applicable.
Consistent with Sections 2-92-440 and 2-92-720, Municipal Code of Chicago, the Developer's MBEAA/BE commitment may be achieved in part by the Developer's status as an MBE or WBE (but only to the extent of any actual work performed on the Project by the Developer) or by a joint venture with one or more MBEs or WBEs (but only to the extent of the lesser of (i) the MBE or WBE participation in such joint venture, or (ii) the amount of any actual work performed on the Project by the MBE or WBE); by the Developer utilizing a MBE or a WBE as the general contractor (but only to the extent of any actual work performed on the Project by the general contractor); by subcontracting or causing the general contractor to subcontract a portion of the construction of the Project to one or more MBEs or WBEs; by the purchase of materials or services used in the construction of the Project from one or more MBEs or WBEs; or by any combination of the foregoing. Those entities which constitute both a MBE and a WBE shall not be credited more than once with regard to the Developer's MBEAA/BE

commitment as described in this Section 24.3. In accordance with Section 2-92-730, Municipal Code of Chicago, the Developer shall not substitute any MBE or WBE general contractor or subcontractor without the prior written approval of DHED.

The Developer shall deliver quarterly reports to the City's monitoring staff during the construction of the Project describing its efforts to achieve compliance with this MBEAA/BE commitment. Such reports shall include, inter alia, the name and business address of each MBE and WBE solicited by the Developer or the general contractor to work on the Project, and the responses received from such solicitation, the name and business address of each MBE or WBE actually involved in the construction of the Project, a description of the work performed or products or services supplied, the date and amount of such work, product or service, and such other information as may assist the City's monitoring staff in determining the Developer's compliance with this MBEAA/BE commitment. The Developer shall maintain records of all relevant data with respect to the utilization of MBEs and WBEs in connection with the construction of the Project for at least five (5) years after completion of the Project, and the City's monitoring staff shall have access to all such records maintained by the Developer, on prior notice of at least five (5) business days, to allow the City to review the Developer's compliance with its commitment to MBEAA/BE participation and the status of any MBE or WBE performing any portion of the construction of the Project.
Upon the disqualification of any MBE or WBE general contractor or subcontractor, if the disqualified party misrepresented such status, the Developer shall be obligated to discharge or cause to be discharged the disqualified general contractor or subcontractor, and, if possible, identify and engage a qualified MBE or WBE as a replacement. For purposes of this subsection (e), the disqualification procedures are further described in Sections 2-92-540 and 2-92-730, Municipal Code of Chicago, as applicable.
Any reduction or waiver of the Developer's MBEAA/BE commitment as described in this Section 24.3 shall be undertaken in accordance with Sections 2-92-450 and 2-92-730, Municipal Code of Chicago, as applicable.

24.4 Pre-Construction Conference and Post-Closing Compliance Requirements. Not less than fourteen (14) days prior to the Closing Date, the Developer and the Developer's general contractor and all major subcontractors shall meet with DHED monitoring staff regarding compliance with all Section 24 requirements. During this pre-construction meeting, the Developer shall present its plan to achieve its obligations under this Section 24, the sufficiency of which the City's monitoring staff shall approve as a precondition to the Closing. During the construction of the Project, the Developer shall submit all documentation required by this Section 24 to the City's monitoring staff, including, without limitation, the following: (a) subcontractor's activity report; (b) contractor's certification concerning labor standards and prevailing wage requirements; (c) contractor letter of understanding; (d) monthly utilization report; (e) authorization for payroll agent; (f) certified payroll; (g) evidence that MBEAA/BE contractor associations have been informed of the Project via written notice and hearings; and (h) evidence of compliance with job creation/job retention requirements. Failure to submit such documentation on a timely basis, or a determination by the City's monitoring staff, upon analysis of the documentation, that the Developer is not complying with its obligations under this Section 24, shall, upon the delivery of written notice to the Developer, be deemed an Event of Default. Upon the occurrence of any such Event of Default, in addition to any other remedies provided in

this Agreement, the City may: (x) issue a written demand to the Developer to halt construction of the Project, (y) withhold any further payment of any City funds to the Developer or the general contractor, or (z) seek any other remedies against the Developer available at law or in equity.

SECTION 25. REPRESENTATIONS AND WARRANTIES.

25.1 Representations and Warranties of the Developer. To induce the City to execute this Agreement and perform its obligations hereunder, the Developer represents, warrants and covenants to the City that as of the Effective Date and as of the Closing Date the following shall be true, accurate and complete in all respects:

The Developer is a Virginia corporation, validly existing and in good standing under the laws of the State of Virginia and the State of Illinois, with full power and authority to acquire, own and redevelop the Property, and the persons signing this Agreement on behalf of the Developer have the authority to do so.
All certifications and statements contained in the Economic Disclosure Statements submitted to the City by the Developer (and any legal entity holding an interest in the Developer) are true, accurate and complete.
The Developer's execution, delivery and performance of this Agreement and all instruments and agreements contemplated hereby will not, upon the giving of notice or lapse of time, or both, result in a breach or violation of, or constitute a default under, any other agreement to which the Developer, or any party affiliated with the Developer, is a party or by which the Developer or the Property is bound.
No action, litigation, investigation or proceeding of any kind is pending or threatened against the Developer, or any party affiliated with the Developer, by or before any court, governmental commission, board, bureau or any other administrative agency, and the Developer knows of no facts which could give rise to any such action, litigation, investigation or proceeding, which could: (i) affect the ability of the Developer to perform its obligations hereunder; or (ii) materially affect the operation or financial condition of the Developer.
The Developer is now and for the term of the Agreement shall remain solvent and able to pay its debts as they mature.
The Developer has and shall maintain all Governmental Approvals (including, without limitation, appropriate environmental approvals) necessary to conduct its business and to construct, complete and operate the Project.
The Developer is not in default with respect to any indenture, loan agreement, mortgage, note or any other agreement or instrument related to the borrowing of money to which the Developer is a party or by which the Developer is bound.
The Project will not violate: (i) any applicable Laws, including, without limitation, any zoning and building codes and Environmental Laws; or (ii) any applicable building permit, restriction of record or other agreement affecting the Property.

(i) The Developer will complete the Project using only Equity, and not any third-party financing.

Representations and Warranties of the City. To induce the Developer to execute this Agreement and perform its obligations hereunder, the City hereby represents and warrants to the Developer that the City has authority under its home rule powers to execute and deliver this Agreement and perform the terms and obligations contained herein.
Survival of Representations and Warranties. Each of the parties agrees that all warranties, representations, covenants and agreements contained in this Section 25 and elsewhere in this Agreement are true, accurate and complete as of the Effective Date and shall survive the Effective Date and be in effect throughout the term of the Agreement.

SECTION 26. NOTICES.

Any notice, demand or communication required or permitted to be given hereunder shall be given in writing at the addresses set forth below by any of the following means: (a) personal service; (b) facsimile; (c) overnight courier; or (d) registered or certified first class mail, postage prepaid, return receipt requested:

If to the City: City of Chicago

Department of Housing and Economic Development

121 North LaSalle Street, Room 1000 Chicago, Illinois 60602 Attn: Commissioner

With a copy to: City of Chicago

Department of Law

121 North LaSalle Street, Room 600

Chicago, Illinois 60602

Attn: Real Estate and Land Use Division

If to the Developer: Norfolk Southern Railway Company

1200 Peachtree Street, N.E. 12^th Floor Atlanta, GA 30309

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With a copy to: Thomas J. Murphy PC

111 W Washington Street Suite 1920

Chicago, IL 60602-2719

business day immediately following deposit with the overnight courier. Any notice, demand or communication sent pursuant to clause (d) shall be deemed received three (3) business days after mailing. The parties, by notice given hereunder, may designate any further or different addresses to which subsequent notices, demands or communications shall be given. The refusal to accept delivery by any party or the inability to deliver any communication because of a changed address of which no notice has been given in accordance with this Section 26 shall constitute delivery.

SECTION 27. BUSINESS RELATIONSHIPS.

The Developer 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 defined 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 Agreement, 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 Agreement shall be grounds for termination of this Agreement and the transactions contemplated hereby. The Developer hereby represents and warrants that no violation of Section 2-156-030 (b) has occurred with respect to this Agreement or the transactions contemplated hereby.

SECTION 28. PATRIOT ACT CERTIFICATION.

The Developer represents and warrants that neither the Developer 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. For purposes of this Section 28 only, an "Affiliate" shall be deemed to be a person or entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the Developer, 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.

SECTION 29. PROHIBITION ON CERTAIN CONTRIBUTIONS PURSUANT TO MAYORAL EXECUTIVE ORDER NO. 2011-4.

29.1 The Developer agrees that the Developer, any person or entity who directly or indirectly has an ownership or beneficial interest in the Developer of more than 7.5 percent ("Owners"), spouses and domestic partners of such Owners, the Developer's contractors (i.e., any person or entity in direct contractual privity with the Developer regarding the subject matter of this Agreement) ("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 (the Developer 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 Agreement by the Developer, (b) while this Agreement or any Other Contract (as hereinafter defined) is executory, (c) during the term of this Agreement or any Other Contract, or (d) during any period while an extension of this Agreement or any Other Contract is being sought or negotiated. This provision shall not apply to contributions made prior to May 16, 2011, the effective date of Executive Order 2011-4.

The Developer represents and warrants that from the later of (a) May 16, 2011, or (b) the date the City approached the Developer, or the date the Developer approached the City, as applicable, regarding the formulation of this Agreement, no Identified Parties have made a contribution of any amount to the Mayor or to his political fundraising committee.
The Developer 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 his political fundraising committee.
The Developer 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.
Notwithstanding anything to the contrary contained herein, the Developer agrees that a violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this Section 29 or violation of Mayoral Executive Order No. 2011-4 constitutes a breach and default under this Agreement, and under any Other Contract for which no opportunity to cure will be granted, unless the City, in its sole discretion, elects to grant such an opportunity to cure. Such breach and default entitles the City to all remedies (including, without limitation, termination for default) under this Agreement, and under any Other Contract, at law and in equity. This provision amends any Other Contract and supersedes any inconsistent provision contained therein.
If the Developer 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

h\/ this Anrpement

For purposes of this provision:

"Bundle" means to collect contributions from more than one source, which contributions are then delivered by one person to the Mayor or to his political fundraising committee.
"Other Contract" means any other agreement with the City to which the Developer 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:

1. 1. joint ownership of a motor vehicle;
  2. joint credit account;
  3. a joint checking account;
    1. a lease for a residence identifying both domestic partners as tenants.
2. 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.

SECTION 30. MISCELLANEOUS.

The following general provisions govern this Agreement:

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute a single, integrated instrument.
Cumulative Remedies. The remedies of any party hereunder are cumulative and the exercise of any one or more of such remedies shall not be construed as a waiver of any other remedy herein conferred upon such party or hereafter existing at law or in equity, unless specifically so provided herein.

Date for Performance. If the final date of any time period set forth herein falls on a Saturday, Sunday or legal holiday under the laws of Illinois or the United States of America, then such time period shall be automatically extended to the next business day.
Entire Agreement; Modification. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements, negotiations and discussions. This Agreement may not be modified or amended in any manner without the prior written consent of the parties hereto. No term of this Agreement may be waived or discharged orally or by any course of dealing, but only by an instrument in writing signed by the party benefitted by such term.
Exhibits. All exhibits referred to herein and attached hereto shall be deemed part of this Agreement.
Force Majeure. Neither the City nor the Developer shall be considered in breach of its obligations under this Agreement in the event of a delay due to unforeseeable events or conditions beyond the reasonable control of the party affected which in fact interferes with the ability of such party to discharge its obligations hereunder, including, without limitation, fires, floods, strikes, shortages of material and unusually severe weather or delays of subcontractors due to such causes. The time for the performance of the obligations shall be extended only for the period of the delay and only if the party relying on this section requests an extension in writing within twenty (20) days after the beginning of any such delay.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.
Headings. The headings of the various sections and subsections of this Agreement have been inserted for convenience of reference only and shall not in any manner be construed as modifying, amending or affecting in any way the express terms and provisions hereof.
No Merger. The terms of this Agreement shall not be merged with the Deed, and the delivery of the Deed shall not be deemed to affect or impair the terms of this Agreement.
No Waiver. No waiver by the City with respect to any specific default by the Developer shall be deemed to be a waiver of the rights of the City with respect to any other defaults of the Developer, nor shall any forbearance by the City to seek a remedy for any breach or default be deemed a waiver of its rights and remedies with respect to such breach or default, nor shall the City be deemed to have waived any of its rights and remedies unless such waiver is in writing.
Severability. If any term of this Agreement or any application thereof is held invalid or unenforceable, the remainder of this Agreement shall be construed as if such invalid part were never included herein and this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law.
Successors and Assigns. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall apply to and bind the successors and assigns of the parties.

SECTION 31. FAILURE TO MAINTAIN ELIGIBILITY TO DO BUSINESS WITH THE CITY.

Failure by Developer 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 grounds for termination of the Agreement and the transactions contemplated thereby. Developer shall at all times comply with Section 2-154-020 of the Municipal Code of Chicago.

SECTION 32. INSPECTOR GENERAL AND LEGISLATIVE INSPECTOR GENERAL.

It is the duty of every officer, employee, department, agency, contractor, subcontractor, developer and licensee of the City, and every applicant for certification of eligibility for a City contract or program, to cooperate with the City's Legislative Inspector General and with the City's Inspector General in any investigation or hearing undertaken pursuant to Chapters 2-55 and 2-56, respectively, of the Municipal Code of Chicago. The Developer understands and will abide by all provisions of Chapters 2-55 and 2-56 of the Municipal Code of Chicago.

SECTION 33. SHAKMAN

(i) The City is subject to the May 31, 2007 Order entitled "Agreed Settlement Order and

Accord" (the "Shakman Accord") and the August 16, 2007 "City of Chicago Hiring Plan" ( the

"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

Shakman Accord and the City Hiring Plan prohibit the City from hiring persons as governmental

employees in non-exempt positions on the basis of political reasons or factors.

Developer is aware that City policy prohibits City employees from directing any individual to apply for a position with Developer, either as an employee or as a subcontractor, and from directing Developer to hire an individual as an employee or as a subcontractor. Accordingly, Developer must follow its own hiring and contracting procedures, without being influenced by City employees. Any and all personnel provided by Developer under this Agreement are employees or subcontractors of Developer, not employees of the City of Chicago. This Agreement 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 Developer.
Developer will not condition, base, or knowingly prejudice or affect any term or aspect to the employment of any personnel provided under this Agreement, or offer employment to any individual to provide services under this Agreement, 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 Agreement, 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 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.

(iv) In the event of any communication to Developer by a City employee or City official in

violation of Section 33(ii) above, or advocating a violation of Section 33)(iii) above, Developer

will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section of the City's Office of the Inspector General ("IGO Hiring Oversight"), and also to the head of the relevant City Department utilizing services provided under this Agreement. Developer will also cooperate with any inquiries by IGO Hiring Oversight or the Shakman Monitor's Office related to the contract.

(Signature Page Follows)

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on or as of the date first above written.

CITY OF CHICAGO, an Illinois municipal corporation

By:

Andrew J. Mooney

Commissioner of the Department of Housing and Economic Development

NORFOLK SOUTHERN RAILWAY COMPANY,

A Virginia corporation

By:

Name:

Its:

THIS INSTRUMENT PREPARED BY, AND AFTER RECORDING, PLEASE RETURN TO:

Arthur Dolinsky Senior Counsel

City of Chicago, Department of Law 121 North LaSalle Street, Room 600 Chicago, Illinois 60602 (312) 744-0200

STATE OF ILLINOIS COUNTY OF COOK

)

) SS.

)

I, the undersigned, a Notary Public in and for said County, in the State aforesaid, do hereby certify that Andrew J. Mooney, Commissioner of the Department of Housing and Economic Development of the City of Chicago, an Illinois municipal corporation, 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, as said Commissioner, he signed and delivered the foregoing instrument pursuant to authority given by the City of Chicago as his free and voluntary act and as the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein set forth.

GIVEN under my notarial seal this day of , 20 .

NOTARY PUBLIC

STATE OF GEORGIA )

) SS.

COUNTY OF FULTON )

I, the undersigned, a Notary Public in and for said County, in the State aforesaid, do

hereby certify that , the of Norfolk Southern Railway

Company, a Virginia for-profit corporation, 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 s/he signed and delivered the foregoing instrument pursuant to authority given by said corporation, as her/his free and voluntary act and as the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.

GIVEN under my notarial seal this day of , 20 .

NOTARY PUBLIC

(sub) EXHIBIT A to Redevelopment Agreement LEGAL DESCRIPTION OF CITY PARCELS

(SUBJECT TO FINAL SURVEY AND TITLE COMMITMENT)

[Attached]

EXHIBIT A

PARCEL 1:

Addresses	PINs
525, 531, 535 and 537 West Garfield Boulevard 518 and 532 West 56th Street Chicago, Illinois 60621	20-16-104-005 20-16-104-008 20-16-104-006 20-16-104-021 20-16-104-007 20-16-104-027
416, 430 and 440 West 56th Street 453 West Garfield Boulevard Chicago, Illinois 60621	20-16-105-026 20-16-105-030 20-16-105-035 20-16-105-044
503, 515, 519, 521, 523, 527 and 535 West 56th Street Chicago, Illinois 60621	20-16-106-006 _9ni._infim920-16-106-009 20-16-106-010 20- 6- 06-0 20-16-106-011 ²⁰-¹⁶-¹⁰⁶-⁰¹⁵
413, 415, 427, 431, 433, 435, 439, 445 and 447 West 56th Street Chicago, Illinois 60621	20-16-107-005 _901fiin7m920-16-107-006 20-6-07-0 2 20-16-107-008 20-6-07-On 20-16-107-010 20-6- 07-0 8 20-16-107-011 20-¹⁶-107-019

-1-

PARCEL 2:

Addresses	PINs
536 West Tremont Avenue Chicago, Illinois 60621	20-16-106-022
402, 404, 418, 422, 424 and 436 W. Tremont Avenue Chicago, Illinois 60621	20-16-107-030 20-16-107-037 20-16-107-035 20-16-107-043 20-16-107-036 20-16-107-044
521 and 523 West Tremont Avenue 520 West 56th Place Chicago, Illinois 60621	20-16-108-010 20-16-108-019 on 1 f. 1 no pm
421 and 425 West Tremont Avenue Chicago, Illinois 60621	20-16-109-012 20-16-109-015

PARCEL 3:

THE EAST V₂ OF LOT 15, THE EAST '/₂ OF LOT 16, AND ALL OF LOT 17 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH '/₂ OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

Addresses	PINs
520, 524, 530 and 532 West 57th Street Chicago, Illinois 60621	20-16-110-028 20-16-110-029 20-16-110-031 20-16-110-033

-2-

PARCEL 4:

LOT 2 IN HANSON'S SUBDIVISION OF LOT 12 AND THE EAST '/₂ OF LOT 13 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH 1/2 OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

Address	PIN
5668 South Normal Boulevard Chicago, Illinois 60621	20-16-110-038

PARCEL 5:

LOTS 3, 4, 11, 14, 15 AND 19 IN B. F. JACOB'S RESUBDIVISION OF THE NORTH V₂ OF BLOCK 2 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH '/₂ OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

Addresses	PINs
5655 South Normal Boulevard 405, 407, 423, 431 and 433 West 56th Place Chicago, Illinois 60621	20-16-111-001 20-16-111-013 20-16-111-009 20-16-111-020 20-16-111-010 20-16-111-021

PARCEL 6:

THE SOUTH 50 FEET OF LOT 12, THE EAST V₂ OF LOT 19, AND ALL OF LOTS 20 AND 21 IN BLOCK 2 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH 1/2 OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

Addresses	PINs
5675 South Normal Boulevard 406 and 412 West 57th Street Chicago, Illinois 60621	20-16-111-025 20-16-111-039 20-16-111-043

-3-

PARCEL 7:

THE WEST 60 FEET OF THE EAST 90 FEET OF LOT 4, THE NORTH 30 FEET OF THE SOUTH 60 FEET OF LOT 5 (EXCEPT THAT PART TAKEN FOR STREET), THE NORTH 45 FEET OF THE WEST 4/5 OF LOT 6 (EXCEPT THAT PART TAKEN FOR STREET), THE WEST 24 FEET OF LOT 7, THE EAST '/₂ OF THE EAST V₂ OF LOT 8, LOT 9 (EXCEPT THE EAST 49 FEET THEREOF), THE EAST 25 FEET OF THE WEST 75 FEET OF LOT 14, LOT 15 (EXCEPT THE NORTH 97 FEET AND THE EAST 33 FEET THEREOF), THE WEST 20 V* FEET OF LOT 24, ALL OF LOT 25, AND THE WEST 30 FEET OF LOT 32 IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

Addresses	PINs
425, 519, 521 and 539 West 57th Street 5700 and 5720 South Normal Boulevard 514 West 57th Place Chicago, Illinois 60621	lt\t <~ns 20-16-116-035
5707 South Normal Boulevard 439 and 443 West 57th Street Chicago, Illinois 60621	20-16-117-003 20-16-117-006 20-16-117-007
542 West 58th Place Chicago, Illinois 60621	20-16-118-015
5725 and 5735 South Normal Boulevard Chicago, Illinois 60621	20-16-119-001 20-16-119-002

PARCEL 8:

Address	PIN
435 West 57th Place Chicago, Illinois 60621	20-16-119-007

-4-

PARCEL 9:

LOTS 4, 5, 6, 7 AND 8, AND THAT PART OF LOTS 2 AND 3 DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID LOT 3, THENCE SOUTHWARDLY ALONG THE WESTERLY LINE OF SAID LOT 3 TO THE SOUTHWESTERLY CORNER OF SAID LOT 3, THENCE NORTHEASTWARDLY TO A POINT IN THE EASTERLY LINE OF SAID LOT 3, THENCE NORTHEASTWARDLY 87 FEET SOUTH OF THE NORTHEASTERLY CORNER OF SAID LOT 3, THENCE NORTHEASTWARDLY TO THE NORTHEASTERLY CORNER OF SAID LOT 2, THENCE WESTERWARDLY ALONG THE NORTHERLY LINE OF SAID LOTS 2 AND 3 TO THE POINT OF BEGINNING, IN BLOCK 1 IN WARDER'S SUBDIVISION OF OUTLOT 32 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, LYING EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, AND ALL OF LOTS 3, 4, 5, 6, 7, 8 AND 9 (EXCEPT THE WEST 25 FEET THEREOF), AND THAT PART OF LOT 14 LYING WEST OF A LINE DRAWN FROM A POINT ON THE NORTH LINE OF SAID LOT 14, 51 FEET 8 INCHES EAST OF THE NORTHWEST CORNER THEREOF TO A POINT ON THE SOUTH LINE OF SAID LOT 14, 51 FEET 6 Vi INCHES EAST OF THE SOUTHWEST CORNER OF SAID LOT 14 IN BLOCK 3 IN WARDER'S SUBDIVISION OF OUTLOT 32 AFORESAID.

Addresses	PiNs
411, 427, 435 and 439 West 58th Street Chicago, Illinois 60621	20-16-125-002 20-16-125-003 20-16-125-004 20-16-125-010
513, 519 and 547 West 58th Place 538 West 59th Street Chicago, Illinois 60621	20-16-126-002 20-16-126-003 20-16-126-004 20-16-126-012

PARCEL 10:

Addresses	PINs
426 and 436 West 59th Street Chicago, Illinois 60621	20-16-127-010 20-16-127-014

-5-

PARCEL 11:

ALSO

LOT 13 (EXCEPT THE EAST 33 FEET THEREOF), THE WEST 91 FEET OF LOT 20, LOT 24, THE NORTH 6 FEET OF LOT 36, LOT 37, THE NORTH 18 FEET OF LOT 39, THE SOUTH 14 FEET OF LOT 40, ALL OF LOTS 44, 46, 48 AND 50 IN BLOCK 1; THE WEST 99 FEET OF LOTS 1 TO 4, THE SOUTH 12 FEET 10 INCHES OF LOT 7, THE NORTH 12 FEET OF LOT 8, THE SOUTH 12 FEET OF LOT 9, ALL OF LOTS 10, 11 AND 12, THE NORTH 6 FEET OF LOT 13, THE SOUTH 11 FEET OF LOT 23, AND ALL OF LOTS 24, 25, 26 AND 40 IN BLOCK 2; THE SOUTH 3 FEET OF LOT 1, ALL OF LOT 8, THE SOUTH 3 FEET OF LOT 12, ALL OF LOT 13, THE NORTH 6 FEET OF LOT 14, ALL OF LOT 48, AND THE SOUTH 4 FEET OF LOT 49 IN BLOCK 3; AND LOTS 1, 2, 3, 4, 5, 6, 7, 8, 9 AND THE NORTH 24 FEET OF LOT 10 IN BLOCK 4, ALL IN WRIGHT, EMBREE ANY AYERS' SUBDIVISION OF OUTLOT OR BLOCK 33 OF SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

-6-

Addresses	PINs
5900, 5916, 5918 and 5920 South Parnell Avenue Chicago, Illinois 60621	20-16-303-003 20-16-303-004 20-16-303-005 20-16-303-006
5911 South Parnell Avenue 5916 and 5926 South Normal Boulevard Chicago, Illinois 60621	20-16-304-006 20-16-304-028 20-16-304-032
5931 South Normal Boulevard 425 West 59th Street 5916, 5920, 5924, 5926, 5954 and 5960 South Eggleston Avenue Chicago, Illinois 60621	20-16-305-012 20-16-305-031 20-16-305-023 20-16-305-032 20-16-305-028 20-16-305-040 20-16-305-030 20-16-305-041
5907, 5911, 5915, 5921, 5931 and 5939 South Eggleston Avenue 5910, 5928, 5946 and 5954 South Stewart Avenue Chicago, Illinois 60621	20-16-306-002 20-16-306-014 20-16-306-004 20-16-306-032 20-16-306-006 20-16-306-039 20-16-306-008 20-16-306-043 20-16-306-012 20-16-306-049

PARCEL 12:

Address	PIN
446 West 60th Street Chicago, Illinois 60621	20-16-305-022

PARCEL 13:

LOTS 36, 46 AND 47 (EXCEPT THAT PART OF LOT 47 CONVEYED TO LUC1AN L. GILBERT, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEAST CORNER OF LOT 47, THENCE WEST ON THE LINE OF ALLEY 8 ^l/₂ FEET; THENCE SOUTHERLY ON A CURVE TO THE LEFT RADIUS OF 851 3/10

-7-

Addresses	PINs
402 and 428 West 60th Place Chicago, Illinois 60621	20-16-312-028 20-16-312-036

PARCEL 14:

LOT 3 AND THE EAST >/₂ OF LOT 4 IN H. A. HURLBUT'S SUBDIVISION OF BLOCKS 3 AND 4 IN CLOUGH AND BARNEY'S SUBDIVISION OF OUTLOTS OR BLOCKS 34 AND 35 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

Address	PIN
407 West 60th Place Chicago, Illinois 60621	20-16-314-016

-8-

(sub) EXHIBIT B to Redevelopment Agreement PROPERTY INDEX NUMBERS OF DEVELOPER PARCELS

AND

MAP IDENTIFYING DEVELOPER PARCELS

(SUBJECT TO FINAL SURVEY AND TITLE COMMITMENT)

[Attached]


PIN	Address
7 V*: 20-16-1.04-002 j,	545^W,est:Garfje\|d_i:B^
20-16-104-003	543 West Garfield Boulevard
:."-$!: »20t16-1P4-004'K* . ^:>.'^! ¹	541: West Garfield Boulevard '
20-16-104-009	523 West Garfield Boulevard
20-16-104-010	519 West Garfield Boulevard
20-16-104-011	517 West Garfield Boulevard
v: .20-16-104-012/:	511.-13 West Garfield Boulevard ^:>f
20-16-104-013	509 West Garfield Boulevard
ff - -_; _;. .20-16-1.04-014- -	507 West Garfield Boulevard
20-16-104-015	501 West Garfield Boulevard
.20-16-104-01 ? ,	546-West 56th,Street ,,. ■4--'-;^
20-16-104-018	542 West 56th Street
V^::^;V! -20-16-104-019i^v :*.	536 Wesf56th Street s-_: ^J'.' ■
20-16-104-020	536 West 56th Street
1 : 20-16-104-022. -. :	530 West 56th Street
20-16-104-023	528 West 56th Street
20-16-104-024 . _:	.524: West56tffiStre>t--7
20-16-104-025	522 West 56th Street
20-16-104-026	520 West 56th Street
20-16-104-028	514 West 56th Street
,v,'; .20-16-104-029/;	512 .West 56th Street.-^ -'>< . -,i >> i
20-16-104-030	510 West 56th Street
<r.s)!r. ^20-16^104-031 ' ■»'	508-West 56th'Street ^:i '
20-16-104-032	506 West 56th Street
I _: I V20-1.6-104-033,.	500 West 56th Street ,;. ,. ,
20-16-104-034	Rail
^V;^;'e20-16-104-035^ '	553 West Garfield Boulevard
20-16-104-036	Rail
"'I ^:r-20-16-104-037 " "	546 West 56th Street "
20-16-105-003	445 West Garfield Boulevard
:. V y 20-16-105-004 ,	443;WestGa'rfield'Boulevard ■
20-16-105-005	441 West Garfield Boulevard
W^T 20-1.6-105-006T-':	439 West Garfield Boulevard
20-16-105-007	435 West Garfield Boulevard
;. .:;t'."i2P-16-105-008;;,), :	433 West Garfie\|d,Boulevard _;iv.;i\l
20-16-105-009	431 West Garfield Boulevard
^;V?F':2p:i6-105-010^-	427'West Garfield Boulevard : .■ ^;!
20-16-105-011	425 West Garfield Boulevard
" : .20-16-105-012 /a:	423 West Garfield Boulevard
20-16-105-013	421 West Garfield Boulevard
t::.::a 20-1.6-105-014^ Ss,	419 .West Garfield Boulevard
20-16-105-015	415 West Garfield Boulevard
20-16-105-016	^3'j-West'Gaffie.rd Boulevard '-y :
20-16-105-017	407 West Garfield Boulevard
^aiI0Jl-61P[5\|fll8	409 West Garfield Boulevard ,.>;_: ;_;;
20-16-105-019	405 West Garfield Boulevard
	403 West Garfield Boulevard T
20-16-105-023	446 West 56th Street
:-20-16v105r024 .	444 West 56th Street . , ,.
20-16-105-025	442 West 56th Street
^/:;i;v20?167l 0.5-027 ->	436 West 56th Street >r ?■ \iW

OOOOOOPage 1

0000002/6/2013


PIN	Address
20-16-105-031	426 West 56th Street
'. 20-16-105-032	424 West 56th Street '.
20-16-105-033	424 West 56th Street
,\ -20-16-105-034	420 West 56th Street
20-16-105-036	412 West 56th Street
20-16-105-037	412 West 56th Street- ,,, . . [■ v.
20-16-105-038	410 West 56th Street
,^i^2u-16^.05#39. ■	406Meist'56th_;Street'r.¹-'',_T'-;--.: ^::
20-16-105-040	404 West 56th Street
■.]■;■. 20;-16-105-041 ' ' .-	402 West 56th.Street v;*-"^:''': '."
20-16-105-042	400 West 56th Street
V " 20-16-105-043 .	400 West 56th Street
20-16-105-046	434 West 56th Street
: 20-16-105-047 .	432 West 56th Street . - " _;"".
20-16-105-048	450 West 56th Street
.: ^; '20-16-105-04.9	5525 South Normal Avenue
20-16-106-001	547 West 56th Street
f; 20-16-106-002	543 West 56th Street,-. - .
20-16-106-003	541 West 56th Street
*iTv v 20^.6^06^004- ^; ,.	K.'ia-XMac* KCtl-v-C»'<a«» **J-.-.»...
20-16-106-005	537 West 56th Street
;> ., 20-16-106^007 ; '	53;1']West56th,Street,;;?.; \ '. "A: A.
20-16-106-008	529 West 56th Street
■ ■ : : 20-16-106-016 :	5608 South Normal Avenue ^; '
20-16-106-017	5614 South Normal Avenue
! " 20r16-106-019 . '	544 West Tremont Street
20-16-106-020	540 West Tremont Street
'.'■ 20r16-106-021	538 West Tremont Street ',.,'.'*■ 'V ■
20-16-106-023	532 West Tremont Street
- 20-16-1.06-024. , .	530 West Tremont Street . ■/ \* >■
20-16-106-025	528 West Tremont Street
>.-^^^20-rl_r6yp6^26;^_;-.	.524.WesW.re#6dK.Street
20-16-106-027	522 West Tremont Street
. :\ ,20-16^1.06,028.	520-Vyest*Tremont;streStH':'.^v■>",;.
20-16-106-029	518 West Tremont Street
20r16-106-030 :	514 West Tremont Street '
20-16-106-031	5616 South Normal Avenue
WmU- 20*1 ©fl 06^032^Pls::/	5620 Sputh Normal Avenue
20-16-106-033	508 West Tremont Street
#isi>,T;;v20S16-106-034	511 West 56th Street
20-16-106-035	509 West 56th Street
-20-16-106-036	Rail. \ >-;-'. , ,_: _;
20-16-106-037	545 West 56th Street
- . ...>20-16^06-038 ;	Rail --: ■ ■'\h AH
20-16-106-039	5621 South Wallace Street
vV'^I 20_:16>i;07-002, .'. . . ^:"	5607-South¹ Normal Avenue.- .
20-16-107-003	5609 South Normal Avenue
,20-16-107-004/.	5611 South Normal.Ayenue ■ A.
20-16-107-007	443 West 56th Street
_:-^i?^;2Oj1-6M.O7^0O9,.\|\|ii:»^:i	437"West-56th;StreW^;%:/ ■ ^rm,
20-16-107-014	425 West 56th Street

OOOOOOPage 2

0000002/6/2013


PIN	Address
' ; 20-16-107-015 v'.	423 West 56th. Street - -\ v
20-16-107-016	421 West 56th Street
2016-107-017?!?Z& ■}<■*	4'17}West'56th!Street > ' APK*
20-16-107-020	411 West 56th Street
#.^^.20-1.6-107-021 '	407 West 56th' Street .': > "^■^v*
20-16-107-022	405 West 56th Street
20-16-107-023-	403 West 56th Street
20-16-107-024	401 West 56th Street
20-16-107-027.	5621 South Normal Avenue ..
20-16-107-028	444 West Tremont Street
; By, r > 20-16-107-029,- ;	440 West Tremdht'Street
20-16-107-031	434 West Tremont Street
Iliiff20r16,107-032^^ - -;	432Mest^reMnt?Street^r' \ ^A
20-16-107-033	430 West Tremont Street
:"i {r^oyi 6-1.07-034'.-:	426 West Tremont Street: . -. ; - '£*^::
20-16-107-038	416 West Tremont Street
20-16-107-039	414 WestMrlmdnt; Street
20-16-107-040	412 West Tremont Street
^^20-16-107-041.,; V, '	410.WestT/r^f\|pn.t?S}fiE?et % *-V ■'
20-16-107-042	406 West Tremont Street
A ,20-16-107^045?;^;vt';	,400iW.e\|tMMnMEil§fe.#«-. , jJ'AtJMv
20-16-107-046	5601 South Normal Avenue
'20-16-107-047,^: A-■	5605 South Norma! Avenue: . r-^:
20-16-107-048	400 West 56th Street
. 20-16-107-049	401 West Tremont Street
20-16-107-051	5617 South Normal Avenue
^; 20-16-107-052 - -	5619 South Normal Avenue v.^;: .
20-16-108-002	543 West Tremont Street
ISSi20_?1 S-1jD8g}03.^aBg	54_i1jWes^-Tf^mpritiS.t^et,. .
20-16-108-004	539 West Tremont Street
^\|Si20I16-i;p8ROO5\|^^	SSI'^estiTreiTlontStreet ' '"V-J¹!''.
20-16-108-006	535 West Tremont Street
^- r',. 20-16-108-007	531 West Tremont Street
20-16-108-008	529 West Tremont Street
J&i'fll§0-16-1108-009 . ;: ...	525 WestTrerhdhtStreet
20-16-108-012	519 West Tremont Street
H^ig2@;6^i;08;o 13"': ■	515 WestTrernprit;Street
20-16-108-015	5642 South Normal Avenue
20-16-T08-oi n:%w:	510 West 56th Place
20-16-108-018	5646 South Normal Avenue
20-16-108-021 ,	Rail :.■:.■■/.< '■
20-16-108-022	5631 South Wallace Street
: . . . .20-16-108-023 . ■	5638 South NorrriatAvenue . -
20-16-108-024	511 West Tremont Street
5f^&20?16-109-^03^. .>■■■«.	5645 South^NbrmahAvenue ^.v^f
20-16-109-004	5649 South Normal Avenue
'20£1B^G9^005J3^' l	5653 Sputh Nolrial'AVenye:. A ,<;,' C " '■
20-16-109-006	441 West Tremont Street
:^:"v^20-16-109-007	439 West Tremont Street A-
20-16-109-008	435 West Tremont Street
4>''"^v ,^:- 20-16-109-009	433 West Tremont Street ■ ■

OOOOOOPage 3

0000002/6/2013


PIN	Address
20-16-109-010	431 West Tremont Street
■; '20-16-109-011 ' \	427 West Tremont Street\xy ^^:;\.;5'
20-16-109-013	423 West Tremont Street
' : 20-16-109-014	423 West Tremont Street
20-16-109-016	415 West Tremont Street
.i 20-16-109-017	413 West Tremont Street . ,. -
20-16-109-018	411 West Tremont Street
. 20-16-109-019. - , ; ' .	407 West Tremont Street -::.o.-■
20-16-109-020	405 West Tremont Street
: 20-16-109,021 "'	403 West Tremont Street ./.-j -AAV.
20-16-109-023	401 West Tremont Street
\20-16-10.9-025j^:_;:-i-;;\|r"-	5637$Solth*N6f^^ .
20-16-109-026	5641 South Normal Avenue
20-16-109-028	401 West Tremont Street, UA%;'AA: "'.
20-16-110-018	5658 South Normal Avenue
20-16-110-019 r;- ; :	5660'Sbuth Normal Avenue AV ,^:
20-16-110-020	5662 South Normal Avenue
: 20-16-110-022	548 West 57th Street , ■ *. : V > ■ .
20-16-110-023	544 West 57th Street
; 20-16-110-024 . ...	Woct <^7tr> Rtroot . . .-T .i^ ' .' ■->;.
20-16-110-025	540 West 57th Street
,. 20-16-110-026 -V	538 West 57th Street ;v;,_;- '■:%/■') ■
20-16-110-027	534 West 57th Street
20-46-110$3O^^f*	526. West 57th .Street i-y.y -. ■ - AM-}. >'0- ■
20-16-110-032	522 West 57th Street
, ;.20-16-1r10?034i;%S'Si	516.West 57th Street ■■- AAtM^AA
20-16-110-035	514 West 57th Street
:": 20_ri6-n0rp36>i:^,u	'51-2 West 57th Street
20-16-110-037	5666 South Normal Avenue
-20-16-110-039 :: : /	5672 South Normal Avenue ■
20-16-110-040	5674 South Normal Avenue
20-16-110-041' " .	5676 South Normal Avenue ■
20-16-110-043	539 West 56th Place
,r 20-16-110-044	525 West 56th Place
20-16-110-045	5654 South Normal Avenue
. ' , 20-16-110r046'T;'^-.:	Rail /
20-16-110-047	551 West 56th Place
■ j::\ ■ 20-16-11 0,048 ^J*/:	Rail, ■.: 'iy.^:-AAA^K_:-' '.
20-16-110-049	552 West 57th Street
'"■ ■ j« 20-16-11.1 $002';.':.?"»	5657 South Normal.A venue"'^tfiAA';
20-16-111-003	5659 South Normal Avenue
.""■.■ 20-16-1.1.1-004 ; ;	5661 South Normal Avenue" ?:A"
20-16-111-005	5663 South Normal Avenue
VI 20-16-111,006,.,.,: -_:	445 West 56th Place. -._:y -AtfAA"'
20-16-111-007	437 West 56th Place
: 20-16-111-008*. V-.V	435 West 56th Place . _: r\ AA'■''<■■■-
20-16-111-011	429 West 56th Place
' 20-16-11.1-012 " '	425 West 56th Place '■ -;~A-' '\: '
20-16-111-014	421 West 56th Place
' 20-J6-1.11 -015	417 West 56th Place ■, :%.:-±_t.^!AK: '
20-16-111-016	415 West 56th Place

OOOOOOPage 4

0000002/6/2013


PIN	Address
... 20-16-111-017.	413 West 56th Place
20-16-111-018	411 West 56th Place
li$W;^20^Bf1"1 m 1	407 West 56th Place :
20-16-111-023	5667 South Normal Avenue
' 20-16-111-024 ■:	5671 South Normal Avenue
20-16-111-026	444 West 57th Street
SU - 20-16-111 -027/.-.'V ■	438_:West 57th Street. '. y-i'
20-16-111-028	434 West 57th Street
r 20-16-111-029". v	430 West 57th Street
20-16-111-030	428 West 57th Street
'£ .; 20-16-111-031 ;	424 West 57th Street .
20-16-111-032	416 West 57th Street
.-&7; 20.-16-111-033 , . : .	414 West 57th Street ,;"ⁿVf\.
20-16-111-041	401 West 56th Place
. 20-16-111-042	400 West 57th Street , -fv
20-16-111-046	401 West 56th Place
20-16-111-047 % .	400 West 57th Street.-.,': .' -? ■■
20-16-116-004	537 West 57th Street
20-1.6-116-005	533 West 57th Street
20-16-116-006	531 West 57th Street
m ■ . 20-16-116-007 ;,; .	527:West 57th Street; ' :i
20-16-116-008	525 West 57th Street
20-16-116-011 '	517 West 57th Street . T' '" ■
20-16-116-012	515 West 57th Street
20-16-116-013,.-...	513 West 57th Street "
20-16-116-014	509 West 57th Street
... 20-:i.6,i 16-016''^^!;;;]_?;	5704 South Normal'Avenue
20-16-116-017	5708 South Normal Avenue
20-16-116-018 ■	542 West 57th Place
20-16-116-019	540 West 57th Place
i.VJ:"' '20^:6-1^16-020;;Jfev;;	536 West 57th Place
20-16-116-021	534 West 57th Place
;;: 20-16-116-022 v'	530 West 57th Place .^/J/L. ^f«!
20-16-116-023	528 West 57th Place
20.-16-116-024 ■	524 West 57th Place
20-16-116-025	522 West 57th Place
■ 20-16-116-026	518' WeW;$7tHPIace'-" '«
20-16-116-027	516 West 57th Place
:-, 20-16-116-029 .	512 West 57th Place ■,.;_:: v vi ,-, . f»
20-16-116-030	5712 South Normal Avenue
:- . 20-16-116-031 v*-	.5714?S6uth.N'ormal\|Avenue^:'".
20-16-116-032	5716 South Normal Avenue
20-16-116-033 . . ,,	5718 .South Norma! Avenue ,
20-16-116-038	5706 South Normal Avenue
I;,- .\_:--/20^:-l6-116-039'wP^'
20-16-116-040	546 West 57th Street
:■;>-. 20,16-117-001	5701 South Normal Avenue
20-16-117-002	5703 South Normal Avenue
iftV 20-16-117-004,:,'.	57.09...South Normal:Avenue. ::_; , r--
20-16-117-005	445 West 57th Street
20-16-117-008. :. ; ./	437 West 57th Street" .7 "

OOOOOOPage 5

0000002/6/2013


PIN	Address
20-16-117-016	401 West 57th Street
it^r" 20-16-117-01.8- >> 'rf	57,1,9 South. Normal Ayenue\^v '-j w;
20-16-117-019	5723 South Normal Avenue
V-j 20-16-1.17-020 A	444.West57th Place' ,. ^: SI
20-16-117-021	442 West 57th Place
/ 20-16-117-022.	438 West'57th Place
20-16-117-029	414 West 57th Place
: 20-16-117-030	410 West 57th Place . .
20-16-117-031	406 West 57th Place
20-16-117-032 .: ;	402 West 57th Place A:-:--' ; .:
20-16-117-033	407 West 57th Place
^j^.20#16-117^l034:_; >,	424/West 57th Place .... ;i/. ;
20-16-117-035	415 West 57th Place
;;3; :?^:^20r-m-.117-036v}S	401^e'st 57th,Place^;H: ^; , '' ^A. :
20-16-117-037	400 West 57th Place
vS:^l;:?.20;i'6;ii17-038;^^.v:;''^?	[57^^mmMbmiW^y^ii^- A^'oA'A '■
20-16-117-039	5717 South Normal Avenue
.V ; . '20-16-11.8-002 0:	,543Mest:57thiPla'ce^;K';^y \-_: vf v^-V;
20-16-118-003	541 West 57th Place
;&4^20-16r118>004;i?v	539-West.5.7th Place-
20-16-118-005	537 West 57th Place
^r, ,20-16-118-006 "	535; West 57th Place
20-16-118-007	531 West 57th Place
■y. - 20-16-118-008	529 West 57th"Place: ;" :; / .'■■- :
20-16-118-009	525 West 57th Place
'A20-16-118-010 A~*	523 West 57th Place
20-16-118-011	519 West 57th Place
A.;-h ";20-16-1 t,8-01-2':;M^	515,West 57th Place
20-16-118-016	540 West 58th Street
:>S"'^:v:'^2Q416-.118^017	538_:West;58th StreetVc?:Vf^v^AMx
20-16-118-018	534 West 58th Street
:^l:W:^P?16-11.8-019 . ^;	530:We>;t 58th.Street ■ .;
20-16-118-020	524 West 58th Street
-%^^₄.20^6ji;i.8-021-\. 'f^V.	528PMst\|58th*Street_;
20-16-118-022	522 West 58th Street
A: Ah ^p-1^1-f8-023^^r	5ia:West 58th-Streer :: -/A^'iM
20-16-118-024	516 West 58th Street
. , ■ 20-16-118-025	512;W.est 58th:.Street A -j,
20-16-118-026	510 West 58th Street
_: > 20-16-118-028	502 West 58th Street \. y '-'>'■
20-16-118-029	5746 South Normal Avenue
20^16,118-030	5748 South ;Normal Avenue , .
20-16-118-031	5732 South Normal Avenue
, - ; 20-16-118-032	5.736 South Normal Avenue }i: .a; A
20-16-118-033	5738 South Normal Avenue

OOOOOOPage 6

0000002/6/2013


PIN	Address
'.20-16-118-034' .>■ vtiff	57-42;:Sduth'Normal,Avenue -^: ,f^^v/V
20-16-118-035	Rail
■ 20-16-118-036	5747 South Wallace Street . V--' . ; '-y.
20-16-119-003	443 West 57th Place
20-16-119-004 - V	441 West 57th Place : . .
20-16-119-005	439 West 57th Place
20-16-119-006	437 West 57th'Place
20-16-119-008	431 West 57th Place
'; .20-16-119-009- -}-:-W	429 West 57th Place , .; k.
20-16-119-010	427 West 57th Place
J?S;:/'M;;j2p36Sl!l;9-011	425 West57th Place . ,
20-16-119-012	411 West 58th Street
Il^li20-16-1:1:9rQ13. ■ ^:5	401,West,58th Street . . .. r&M
20-16-119-014	5745 South Normal Avenue
; ^0-16-1-19-015: ,_;;.;V_Ili	5747uSgutMNo;rmarAvenue '> ";>?:■;;- v
20-16-119-016	5749 South Normal Avenue
■ A ■ ^v-20-16-11:9-017;	5751 South Normal Avenue ' V^';,
20-16-119-018	442 West 58th Street
20-16-119-019	440 West.58th Street
20-16-119-020	436 West 58th Street
:; 20-16-119-021	432,:West58tH]Street
20-16-119-022	430 West 58th Street
. , 20-16-119-023 .	428West/i5,8thl;Street
20-16-119-024	424 West 58th Street
20-16-119-025 « '	422 West?58th!Street
20-16-119-026	410 West 58th Street
\|:n;;fiii.i6ri;i.9T027 '	402.Weitf5j8J^Street - ,.^: » ^;-
20-16-119-028	400 West 58th Street
.^LEi. 20-16-124-002	,547-West!58th Place . . . .r
20-16-124-003	513 West 58th Place
-'rl&V,20-16.-124,004,,	501 West 58th.Place. , ■'AA,A
20-16-124-005	Rail
^: .A 20-16,124-006' v '	526;₄West.58th Place "■'.^
20-16-125-001	447 West 58th Place
20-16-125-014 'n;:?;	Crossover. : i '.' '>;-^rA, A
20-16-126-005	5834 South Normal Avenue
20-16r126-006 ". h	^:5846?SSuthf Normal Avenue ' /.:. ^;:'r.
20-16-126-007	552 West 59th Street
20-16-126-008 ;	548 West 59th Street \/- ;}\.*
20-16-126-010	512 West 59th Street
.:' ,' 20-16-126-011	500 West 59th Street
20-16-126-013	532 West 59th Street
	Rail.;,;': ' ,'-.-.-?".-
20-16-126-015	554 West 58th Place
:. . 20-16-127-003 :". ; ?	5849 South Normal Avenue jvV?-¹'^:-
20-16-127-004	5853 South Normal Avenue
_;;.20-16-127-005; , SA	5855;;Sputh Normal Avenue -
20-16-127-006	5857 South Normal Avenue
V\ . ^;\ 20-16-127-007, iv.^	5859_::Sbuth Norhfial Avenue ;. >A
20-16-127-008	442 West 59th Street

OOOOOOPage 7

0000002/6/2013


PIN	Address
^mts^m 6-.127-009 -■	438 West 59thStreet^-,: \_:yy., yyy--
20-16-127-011	434 West 59th Street
^^\|^0^i;l:6-^:i27-oi2''; r.'v*	4.32-We"§tt5^S^ti^5x>j¥^ ■? A. 'y
20-16-127-013	428 West 59th Street
^:j£&20^:1:6-127-015	424 West"59trr5Jreet;r>^i?.
20-16-127-016	420 West 59th Street
/.'7.'20-16-127-022	Cross6ver./.?rV'.'>■■.'■■'■■■Z.y.
20-16-304-001	525 West 59th Street
■ .20-16-304-002	521 West 59th Street .
20-16-304-003	519 West 59th Street
.,-20-16-304-004	515 West 59th Street :. .
20-16-304-005	5907 South Parnell Avenue
;v;-r_t,,v 20-16-304-007	5915 South Parnell Avenue
20-16-304-008	5919 South Parnell Avenue
.;S5?y«:2p;i 6-304-009 ; -'	5921 South;Parnell Avenue
20-16-304-010	5923 South Parnell Avenue
_:::.:. -V20-16-304-011 .:	5925 South Parnell Avenue
20-16-304-012	5927 South Parnell Avenue
irSyi££-20/-;16-304-013 '. ' ,	5931 South Parnell Avenue ■
20-16-304-014	5933 South Parnell Avenue
^«^!2Q;T't6r304^)15"-:.	5935 South Parnell Avenue
20-16-304-016	5939 South Parnell Avenue
S^-'V-20^16-304-017-'.;. .,,	5943jSj^tH>P&fn^JliAvehue^.'.X^; -Vc
20-16-304-018	5945 South Parnell Avenue
M:^2p^16-304r0'19'.	5947 Solth"\|Parriell Avenue ■
20-16-304-024	5904 South Normal Avenue
S^^P#i;6#304J025'^s':-.':	5.908;^ut^;N6r>narAvenue ■
20-16-304-026	5912 South Normal Avenue
>2P-16-304-027	5914 South Normal Avenue
20-16-304-029	5918 South Normal Avenue
20-16-304-030	5922 South Normal.Avenue '
20-16-304-031	5924 South Normal Avenue
20-16-304-033	5932 South Normal Avenue . V-
20-16-304-034	5936 South Normal Avenue
' .20-16-304-035	5938 South.Nomal Boulevard .:>.■■. >_:
20-16-304-036	5942 South Normal Avenue
ry' 7.20-16-304-037 : ■. ym	;5946:Sduth Normal Avenue,
20-16-304-038	5950 South Normal Avenue
";.>.:>>,20-16-304-039	5952.South.Normal Avenue. .
20-16-304-040	5958 South Normal Avenue
A^v;f«fe2P-16-304-041 . . .	590.3 South Normal;Avenue i . y_:y.-.y
20-16-304-042	509 West 59th Street
	445 West.S^Stre^ : '
20-16-305-004	5911 South Normal Avenue
;?iiilf20^16-3P5-005 ', .-	59T3\Sputh^NpVmal[Ayehu .« ? £ ,
20-16-305-006	5915 South Normal Avenue
'<SIE^2P:16-305-007 :	5917vSputri:ⁱNpfmarAv.enueV;^s: >;, ;
20-16-305-008	5921 South Normal Avenue
■,>'5;"".^;20-16-3P5r009 .	5923 South:Normal.Ave^ue'.^;.;'; .

OOOOOOPage 8

0000002/6/2013


PIN	Address
20-16-305-010	5925 South Normal Avenue
'lSKlS20i:1-6#05,O1i1':;^? ■:■	5927;Sputh''N6rmal.Aven£iie47;;7 -;>£' :: /-
20-16-305-013	5933 South Normal Avenue
tftg\|f20^6i305-014:	5935South NprmaTAvehue^^ .7':'{' >>: ''7
20-16-305-015	5937 South Normal Avenue
fi^p:S20il6-30.5-0-1.6Br 7if	5941\|Sduth Normal! Averiue^:-777 - -7 ,_:
20-16-305-017	5943 South Normal Avenue
	5947 South Normal Avenue
20-16-305-019	5949 South Normal Avenue
' -J.- ,_: 20-16-305-020 _:A\	454 West 60th Street
20-16-305-021	452 West 60th Street
20-16-305-024 1^; ■	431 West 59th Street
20-16-305-025	5908 South Eggleston Avenue
-. ;■■ ]20-16-305m$MA m	5910 South Eggleston Avenue
20-16-305-027	5914 South Eggleston Avenue
	5918.South Eggleston Avenue :7'
20-16-305-033	5930 South Eggleston Avenue
y'f&P'. 20-16-305-034	5934 South Eggleston Avenue ".
20-16-305-035	5936 South Eggleston Avenue
	KOA/^C'nMtK3Cmnlae»Xnv.'A«./3->--~-- -,-:-,i' & f
20-16-305-037	5944 South Eggleston Avenue
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20-16-305-039	5950 South Eggleston Avenue
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20-16-305-043	5909 South Normal Avenue
i^i^20J?i:6l3j06-O03^::1^?■ j	5909 South Eggleston Avenue . 7 ■:
20-16-306-005	5913 South Eggleston Avenue
	5917 South Eggleston Avenue 7 . >'= _. , -
20-16-306-009	5923 South Eggleston Avenue
7.1. . .20-16-306-010	5925 South Eggleston Avenue -. ::
20-16-306-011	5927 South Eggleston Avenue
V .720-16-306-013	5935 South Eggleston Avenue.
20-16-306-015	5941 South Eggleston Avenue
7/K77;,20-16-306-016 '	5945 South Eggleston Avenue
20-16-306-017	5947 South Eggleston Avenue
I ? -^;2O-:16-3O6-0l;87 7	5949 South Eggleston Avenue7 -.: 7_S,:.:.
20-16-306-019	420 West 60th Street
7 : .20-16-306-020	418 West 60th Street
20-16-306-021	414 West 60th Street
f$ ^:!J#2U;1.6-306-022p « ■■ 76f	412 West 60th Street '., - 7%7- _:yoy. i;V7
20-16-306-031	5926 South Stewart Avenue
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20-16-306-034	5934 South Stewart Avenue
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20-16-306-036	5938 South Stewart Avenue
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20-16-306-038	5942 South Stewart Avenue
V; . ':.^;7'20r;16-306-040	5948 South Stewart Avenue - S.CS. {/■
20-16-306-041	5950 South Stewart Avenue
;.^;:^20-16-306-0427]p ■; #	5952 South StevraffiAvenue'i 7 - -
20-16-306-044	5956 South Stewart Avenue

OOOOOOPage 9

0000002/6/2013


PIN	Address
^: 20-16-306,045 .>'■ ■ ;	5960 South. Stewart Avenue 4^: ;
20-16-306-046	5901 South Eggleston Avenue
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20-16-306-048	400 West 60th Street
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20-16-312-001	455 West 60th Street
, -v 7 2M6?312-002' i;-:-.' '	451 West 60th Street - , . o, .' ' W
20-16-312-003	447 West 60th Street
vr. ;;_:20=16r312i004;r ■;:■.).■:.	443j.Wgsi_i60jh;_;Street:;.f_;i;_;'7
20-16-312-005	441 West 60th Street
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20-16-312-007	433 West 60th Street
20-16-312-008	431 We§t 60th Street -
20-16-312-009	427 West 60th Street
. . :rt20^63;12^QM; M-*	425 West 60th .Street -. ■
20-16-312-011	423 West 60th Street
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20-16-312-013	415 West 60th Street
^: '>;20.-16-312-0.14i	411 WesteOth .Street 7.;^ .-.;■>
20-1R-TI9-01 R	407 West 60th Street
	4P5>West 60th Street, 7i> . ■
20-16-312-017	403 West 60th Street
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20-16-312-027	430 West 60th Place
20-16,312_rP31 .	418:West 6pth Place . . , 77
20-16-312-032	416 West 60th Place
7#>7^20J1 6-3i12#33jfe; ,	4ip;We\|Ppth Place A^:^'W, -
20-16-312-034	408 West 60th Place
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20-16-312-037	400 West 60th Place
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20-16-312-039	424 West 60th Place
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20-16-314-014	413 West 60th Place
^2<&16*3/14-0 15^-.	WWe3tx60thFlace -v. -7- ,S'
20-16-314-017	403 West 60th Place
■■- .'20-16-314-034 .-k	Rpad';^:-7 7 . _ '. ' ■'_:

OOOOOOPage10

0000002/6/2013

(sub) EXHIBIT C to Redevelopment Agreement

LEGAL DESCRIPTION OF CHA PARCELS

(SUBJECT TO FINAL SURVEY AND TITLE COMMITMENT)

MAM-200900-6010.0

THE WEST HALF OF LOT 3 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

ALSO THE EAST HALF OF LOT 3 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

ALSO THE WEST HALF OF LOT 4 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14. EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

ALSO THE EAST HALF OF LOT 4 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

ALSO THE WEST HALF OF LOT 5 IN BLOCK 1 IN SPRINGER AND PIERCES SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

ALSO EAST HALF (E.112) OF LOT FIVE (5) IN BLOCK ONE (1) IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF (S.1/2) OF THE OUT LOT THIRTY (30) IN THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION SIXTEEN (16), TOWNSHIP THIRTY-EIGHT (38) NORTH, RANGE FOURTEEN (14), EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PERMANENT TAX NUMBER(S): 20-16-110-043

MAM-2009C0-6011.0

LOT 6 IN PIERCES RESUBDIVISION OF LOTS 6 TO 11 INCLUSIVE IN BLOCK 1 IN SPRINGER AND PIERCES SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

iii

AND LOT 7 IN PIERCES RESUBDIVISION OF LOTS 6 TO 11 INCLUSIVE IN BLOCK 1 IN SPRINGER AND PIERCES SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

AND LOTS 8 AND 9 IN PIERCE'S SUBDIVISION OF LOTS 6 TO 11 INCLUSIVE, IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 36 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

AND LOTS NUMBERED TEN (10) ELEVEN (11) TWELVE (12) AND THIRTEEN (13) IN PIERCE'S RE-SUBDIVISION OF LOTS SIX (6) TO ELEVEN (11) INCLUSIVE IN BLOCK ONE (1) OF SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF (S 1/2) OF LOT THIRTY (30) IN THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION SIXTEEN (16) IN TOWNSHIP THIRTY-EIGHT (38) NORTH, RANGE FOURTEEN (14) EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PERMANENT TAX NUMBER(S): 20-16-110-044

MAM-2009C0-6055.0

THE EAST 50 FEET OF LOT 19 IN SUBDIVISION OF LOT 31 OF THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PERMANENT TAX NUMBER(S): 20-16-117-029

MAM-2009C0-6056.0

ALL THAT PART OF THE VACATED ALLEY LYING WEST OF AND ADJACENT TO LOTS ONE (1) AND TWENTY (20) IN EMMA ROSENMERKEL'S SUBDIVISION OF BLOCK THIRTY-ONE (31) IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION (16) TOWNSHIP 38 N., RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PERMANENT TAX NUMBER(S): 20-16-117-030 MAM-2009C0-6057.0

LOT 20 (EXCEPT THE EAST 33 FEET MORE OR LESS) IN SUBDIVISION OF LOT 31 OF THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PERMANENT TAX NUMBER(S): 20-16-117-031; 20-16-117-032

MAM-2009C0-6059.0

LOT 1 (EXCEPT THE EAST 33 FEET THEREOF) IN SUBDIVISION OF LOT 31 OF THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PERMANENT TAX NUMBER(S): 20-16-117-033; 20-1 6-1 17-016

MAM-2009C0-6060.0

LOTS 1, 2, 3, 4, 5 AND 6 IN H. WALLACE CARTER'S RESUBDIVISION OF LOT 18, LOT 19 (EXCEPT THE EAST 50 FEET) IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PERMANENT TAX NUMBER(S): 20-16-117-034

MAM-2009CO-6061.0

LOT 2 IN SUBDIVISION OF LOT 31 OF THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

ALSO LOT 3 (EXCEPT THE WEST 20 FEET DEDICATED FOR ROADWAY) IN SUBDIVISION OF LOT 31 AND OF THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

ALSO ALL THAT PART OF THE VACATED ALLEY LYING SOUTH OF AND ADJACENT TO THE ABOVE PARCELS TAKEN AS A TRACT. SITUATED IN THE COUNTY OF COOK AND STATE OF ILLINOIS.

PERMANENT TAX NUMBER(S): 20-16-117-035

MAM-2009C0-6064.0

LOT 22 (EXCEPT THE WEST 25 FEET THEREOF DEDICATED FOR ROADWAY) IN SUBDIVISION OF LOT 31 OF THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

ALSO ALL THAT PART OF THE NORTH 1/2 OF THE VACATED ALLEY LYING SOUTH OF AND ADJACENT TO THE ABOVE DESCRIBED PARCEL.

ALSO ALL THAT PART OF VACATED 57TH PLACE LYING NORTH OF AND ADJACENT TO SAID LOT 22, EXCEPT THE WESTERLY 25 FEET THEREOF.

SITUATED IN THE COUNTY OF COOK AND STATE OF ILLINOIS.

PERMANENT TAX NUMBER(S): 20-16-119-012-0000

MAM-2009C0-6065.0

LOT 21, EXCEPT THE EAST 33 FEET, +/-, THEREOF, IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

ALSO ALL THAT PART OF THE VACATED ALLEY LYING WEST OF AND ADJACENT TO SAID LOT 21.

ALSO ALL THAT PART OF VACATED 57TH PLACE LYING NORTH OF AND ADJACENT TO SAID LOT 21 AND THE VACATED ALLEY LYING WEST OF LOT 21.

SITUATED IN THE COUNTY OF COOK AND STATE OF ILLINOIS.

PERMANENT TAX NUMBER(S): 20-16-119-013-0000

MAM-2009C0-6066.0

LOT 39 (EXCEPT THE WESTERLY 25 FEET THEREOF DEDICATED FOR ROADWAY) IN SUBDIVISION OF LOT 31 OF THE SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

ALSO ALL THAT PART OF THE SOUTH 1/2 OF THE VACATED ALLEY LYING NORTH OF AND ADJACENT TO THE ABOVE DESCRIBED PARCEL.

SITUATED IN THE COUNTY OF COOK AND STATE OF ILLINOIS.

PERMANENT TAX NUMBER(S): 20-16-119-026

MAM-2009C0-6067.0

LOT 40 (EXCEPT THE EASTERLY 33 FEET THEREOF) IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEE'S SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THiRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

ALSO ALL THAT PART OF THE VACATED ALLEY LYING WEST OF AND ADJACENT TO LOT 40.

SITUATED IN THE COUNTY OF COOK AND STATE OF ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-119-027-0000 MAM-2009C0-6068.0

LOTS 6, 7 AND 8 IN BLOCK 2 IN WARDER'S SUBDIVISION OF LOT 32 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PERMANENT TAX NUMBER(S): 20-16-124-002-0000

MAM-2009C0-6069.0

LOTS 2, 3, 4, AND 5 IN BLOCK 2 IN WARDER'S SUBDIVISION OF LOT 32 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PERMANENT TAX NUMBER(S): 20-16-124-003-0000

MAM-2009C0-6070.0

LOT 1 IN BLOCK 2 IN WARDER'S SUBDIVISION OF LOT 32 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PERMANENT TAX NUMBER(S): 20-16-124-004-0000

vii

(sub) EXHIBIT D to Redevelopment Agreement NARRATIVE DESCRIPTION OF PROJECT

The Developer will utilize the Property for an expansion to its existing intermodal facility and for other related railroad facilities. The Project will occupy approximately 84 acres between W. Garfield Blvd. and W. 60^th Street and will include: the demolition of acquired structures, construction of trailer and container parking lots, addition of tracks and related appurtenances, construction of new and rehabilitation of existing street overpasses, construction of buildings and a truck entrance/exit. It is anticipated that the Project will take approximately 10 years to complete.

The First Phase consists generally of grading, paving, and other work to build approximately 330 trailer and container parking spots linked to Developer's existing intermodal facility via an existing bridge over W. Garfield Blvd. The First Phase also includes the construction of a new connection track between the Developer's main tracks and a Developer track located adjacent to the METRA main tracks by using an existing rail bridge over S. Normal Blvd., and the construction of a new wye track leading between the new connection track and Developer's main tracks.

Phase 2 of the Project consist generally of grading, paving, and other work necessary to build additional trailer and container parking spots between W. Garfield Blvd. and W. 59^th Street.

Phase 3 of the Project consists generally of a further parking expansion (to the south and east of the Phase 2 parking area), the construction of new loading and unloading tracks south of W. Garfield Blvd., the installation of a supplemental intermodal facility truck entrance / exit off of W. 59^th Street, and the construction of new track and road bridges over W. Garfield Blvd. and W. 59^th Street. The relocation of the connection track and wye track built in the First Phase may also be necessary.

The design plans for Phases 2 and 3 are in a conceptual stage, and are subject to revision based on commercial needs, funding availability, and engineering considerations.

Vlll

(sub) EXHIBIT D-1 to Redevelopment Agreement FIRST PHASE PROJECT AREA

[Attached]

NORTH-OF-GARFIELD PARKING UNDER CONSTRUCTION

NS YARD OFFICE

REUSE TWO BRIDGE SPANS FOR TRUCK TRAFFIC

INSTALL LANDSCAPING ALONG GARFIELD BLVD

PROPOSED LEAD TRACK REALIGNMENTS

PROPOSED TRAILER PARKING 57th & NORMAL LOT

EX. NS MAINLINES EX. NS YARD TRACKS

CV UCTDA MAIKI1 IklCTO

EX. NS YARD TRACKS

CLOSE 58th STREET REMOVE BRIDGE

PROPOSED WYE TRACK

PROPOSED CONNECTION TRACK FOR YARD TRAINS ONLY

PROPOSED PROPERTY LINE FOR INITIAL EXPANSION SOUTH OF GARFIELD

200

SCALE :1"=400' DO NOT SCALE THIS DRAtING FOR DIMENSIONS HOT GIVEN

SHEET 10F 1

NORFOLK SOUTHERN

NORFOLK SOUTHERN RAILWAY CO.

OWNING COM*ANY

TL^ANTA^A

DEARBORN DIVISION

OPERATING DIVISION OFFICE Iff IMTJjj^f ENGINEER - DESIGN AND CONSTRUCTION - ATLANTA. Gt.

EjjJGN^ANDJONSTRy^

DESCRIPTION

CHICAGO, IL

USE EX. BRIDGE

CD-516

47th STREET INTERMODAL FACILITY-SOUTH OF GARFIELD rfrfj. . PHASE OF SITE DEVELOPMENT

pLE~rosT~

WAVING NUMBER

TA-2012-05 R1

JSM ''" ^wo- D7605 f^m 3202057

P jsm ^:,Lt ^Mo- BLD0006882

05/22/12

(sub) EXHIBIT E to Redevelopment Agreement STREETS AND ALLEYS TO BE VACATED

(SUBJECT TO FINAL SURVEY AND TITLE COMMITMENT)

[To come]

jam mfTza&t+jHjfjtM

x: d-

K*tt»¥ »f »'0*~«ti ***** "I*-'**

E.SfeN.WJ4 SEC. 16-38-14.

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E.&.N.VIW SEC. 16-38-14.

W. GARFIELD

hC^i-inrftaC.t^.fC^.j. Eft J* 1,1111

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(sub) EXHIBIT F to Redevelopment Agreement CONCEPTUAL PLANS FOR FUTURE PHASES

(ATTACHED)

■ NS YARD OFFICE

■ FUTUME BRIDGES

LOWER GARFIELD BLVD AS NECESSARY

PROPOSED LEAD TRACK ■ REALIGNMENTS

PROPOSED TRAILER PARKING 57th & NORMAL LOT (INITIAL PHASE)

EX. NS YARD TRACKS

EX. METRA MAINLINES ■

CLOSE 57th STREET ■ REMOVE BRIDGE

■ CLOSE 57th STREET REMOVE BRIDGE

■ EX. NS MAINLINES EX. NS YARD TRACKS

FUTURE GATE SYSTEM

CLOSE 58th STREET ■ REMOVE BRIDGE

INTERIM CONNECTION TRACK ■ (INITIAL PHASE ONLY)

■ FUTURE BRIDGES

LOWER 59th STREET AS NECESSARY

POTENTIAL FUTURE CONNECTION TRACKS ■

W 59th STREET

Preliminary Plan

Not Approved for Operations

NORTH-OF-GARFIELD PARKING UNDER CONSTRUCTION

REUSE TWO BRIDGE SPANS FOR TRUCK TRAFFIC

INSTALL LANDSCAPING ALONG GARFIELD BLVD

Conceptual Plan

Drawing Subject to Survey

MATCH LINE

CONCEPTUAL PLAN - SUBJECT TO CHANGE

200

800

400

WITTTSt

JSM

JSM

SCALE :1 "=400' DO NOT SCALE THIS DRAWING FOR DIMENSIONS NOT GIVEN

NORFOLK SOUTHERN

NORFOLK SOUTHERN RAILWAY CO.

OWNING COMPANY

DEARBORN DIVISION

OPERATING DIVISION OFFICE OF THE CHIEF ENGINEER - gj^lGJ^AND^CjMSTRUCTION - ATLANTA. GA.

fit.

DESCRIPTION

CHICAGO, IL

4 7th STREET INTERMODAL FACILITY - SOUTH OF GARFIELD POTENTIAL FULL-BUILD SITE DEVELOPMENT GARFIELD BLVD. TO 59th STREET id no. _pr605 ^rn 32Q2Q57

BLD0006882

CD-5f6

05/31/12

WAKING NUMBER

TA-2012-06

SHEET 1 OF 2

Preliminary Plan

Mot Approved for Operations

Conceptual Plan

Drawing Subject to Survey

CONCEPTUAL PLAN - SUBJECT TO CHANGE

800

400

200

SCALE :V'=m'

REV

MAI Ion¹

JSM

NORFOLK SOUTHERN RAILWAY CO.

OWNING COMPANY

DEARBORN DIVISION

OPERATING DIVISION THE CHIEF jNGJN||F^^|SJGN AND CONSTRUCT I

JSM

DO NOT SCALE THIS DRAWING FOR DIMENSIONS NOT GIVEN

ATLANTA. GA.

NORFOLK SOUTHERN

DESCRIPTION

CHICAGO, IL

ID No.

LE POST

CD-5J6

47th STREET INTERMODAL FACILITY- SOUTH OF GARFIELD POTENTIAL FULL-BUILD SITE DEVELOPMENT SOUTH OF 59th STREET

D1605 3202057

he No. BLD0006882

05/31/12

3RAWING NUMBER

TA-2012-06

SHEET 2 OF 2

(sub) EXHIBIT G to Redevelopment Agreement MBE/WBE BUDGET

(ATTACHED)

Xll

47th Street Intermodal Facility - South of Garfield Expansion

MBE/WBE Project Budget Summary: (Millions)

Cost Description:		Phase 1:	Phase 2:**	Phase 3:**	Total:
M/WBE APPLICABLE COSTS	Building Demolition	$	$ 1.440	$	$ 1.440
	$ 0.350	$ 2.600	$ 0.750	$ 3.700
	$ 0.180	$ 0.400	$ 0.250	$ 0.830
	$ 4.210	$ 10.500	$ 8.410	$ 23.120
	$ 0.800	$ 3.000	$ 2.570	$ 6.370
	$ 0.670	$ 1.350	$ 2.525	$ 4.545
	$ 3.700	$ 8.750	$ 10.700	$ 23.150
	$ 1.850	$ 3.510	$ 3.510	$ 8.870
	$ 0.375	$ 1.000	$ 0.500	$ 1.875
	$ 0.600	$ 0.400	$ 0.100	$ 1.100
	$ 12.735	$ 32.950	$ 29.315	$ 75.000
1OFFICE OF THE MAYOR CITY OF CHICAGO RAHM EMANUEL MAYOR February 13, 2013 TO THE HONORABLE, THE CITY COUNCIL OF THE CITY OF CHICAGO Ladies and Gentlemen: At the request of the Commissioner of Housing and Economic Development, I transmit herewith ordinances authorizing the sale of City-owned property. Your favorable consideration of these ordinances will be appreciated. Mayor Very truly yours, ORDINANCE WHEREAS, the City of Chicago (the "City") is a home rule unit of government by virtue of the provisions of the Constitution of the State of Illinois of 1970, and as such, may exercise any power and perform any function pertaining to its government and affairs; and WHEREAS, pursuant to ordinances adopted by the City Council of the City (the "City Council") on June 27,2001, and published in the Journal of the Proceedings of the City Council (the "Journal") of such date, (i) a certain redevelopment plan and project (the "Englewood Redevelopment Plan") for the Englewood Neighborhood Tax Increment Financing Redevelopment Project Area (the "Englewood Redevelopment Area" 1 was approved pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11 -74.4-1 et seg) (the "Act"); (ii) the Englewood Redevelopment Area was designated as a redevelopment project area pursuant to the Act; and (iii) tax increment financing was adopted pursuant to the Act as a means of financing certain Englewood Redevelopment Area redevelopment project costs (as defined in the Act) incurred pursuant to the Englewood Redevelopment Plan; and WHEREAS, pursuant to an ordinances adopted by the City Council on May 29,2002, and published in the Journal of such date, (i) a certain redevelopment plan and project (the "47^lh/Halsted Redevelopment Plan") for the 47^lh/Halsted Tax Increment Financing Redevelopment Project Area (the "47^lh/Halsted Redevelopment Area"), was approved pursuant to the Act; (ii) the 47^th/Halsted Redevelopment Area was designated as a redevelopment project area pursuant to the Act; and (iii) tax increment financing was adopted pursuant to the Act as a means of financing certain 47^,h/Halsted Redevelopment Area redevelopment project costs (as defined in the Act) incurred pursuant to the 47^th/Halsted Redevelopment Plan; and WHEREAS, the Englewood Redevelopment Plan and the 47^th/Halsted Redevelopment Plan and the use of tax increment financing provide a mechanism to support new growth through leveraging private investment, and helping to finance land acquisition, demolition, remediation, site preparation and infrastructure for new development in the Englewood Redevelopment Area and the 47^th/Halsted Redevelopment Area, respectively; and WHEREAS, the City owns the real property in the vicinity of West 59^th Street and South Normal Boulevard, Chicago, Illinois 60621, and legally described on Exhibit A attached hereto (the "Property"); and WHEREAS, certain parcels of the Property are located within the Englewood Redevelopment Area and are identified in Exhibit B attached hereto (such parcels, the "Englewood Parcels"); and WHEREAS, certain parcels of the Property are located within the 47^th/Halsted Redevelopment Area and are identified in Exhibit C attached hereto (such parcels, the "47^th/Halsted Parcels"); and WHEREAS, Norfolk Southern Railway Company, a Virginia corporation (the "Developer"), has offered to purchase the Property for the sum of One Million One Hundred Seven Thousand Two Hundred Fifty Dollars ($1,107,250); and WHEREAS, the Developer intends to use the Property for an expansion of its existing 47^thStreet Intermodal Railroad Facility (the "Project"); and WHEREAS, the use of the Englewood Parcels for the Project is consistent with the Englewood Redevelopment Plan; and WHEREAS, the use of the 47^lh/Halsted Parcels for the Project is consistent with the 47^,h/Halsted Redevelopment Plan; and WHEREAS, by Resolution No. 12-042-21, adopted by the Plan Commission of the City of Chicago (the "Plan Commission") on July 19,2012, the Plan Commission recommended the sale of the Property; and WHEREAS, by Resolution No. 12-CDC-25 adopted on July 10, 2012, the Community Development Commission recommended the sale of the Property to the Developer; and WHEREAS, public notices advertising the intent of the City's Department of Housing and Economic Development (the "Department") to enter into a negotiated sale with the Developer and requesting alternative proposals appeared in the Chicago Sun-Times on July 16 and 27, and August 6,2012;and WHEREAS, no alternative proposals have been received by the deadline indicated in the aforesaid notices; and WHEREAS, the Developer has offered to pay the City an amount in the sum of Three Million Dollars ($3,000,000) for the sole purposes of (i) providing compensation for the increased wear during the construction phase on the streets and other public infrastructure within the corporate limits of the City, (ii) supporting the maintenance and further development of the roadway infrastructure within the corporate limits of the City, (iii) infrastructure improvements and enhancements, and (iv) furthering industrial development opportunities (e.g., warehousing, distribution or light manufacturing) within the area between the Property and the Dan Ryan Expressway to the east; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO: SECTION 1. The foregoing recitals are hereby adopted as the findings of the City Council. SECTION 2. The sale of the Property to the Developer in the amount of One Million One Hundred Seven Thousand Two Hundred Fifty Dollars ($1,107,250) is hereby approved. This approval is expressly conditioned upon the City entering into a redevelopment agreement with the Developer substantially in the form attached hereto as Exhibit D and made a part hereof (the "Redevelopment Agreement""). The Commissioner of the Department ("Commissioner"') or a designee of the Commissioner is each hereby authorized, with the approval of the City's Corporation Counsel as to form and legality, to negotiate, execute and deliver the Redevelopment Agreement, including the Neighborhood Investment Fund Agreement that is attached to the Redevelopment Agreement as Exhibit G and sets forth the terms relating to the Neighborhood Investment Fund, and such other supporting documents as may be necessary or appropriate to carry out and comply with the provisions of the Redevelopment Agreement, with such changes, deletions and insertions as shall be approved by the persons executing the Redevelopment Agreement. SECTION 3. The Mayor or his proxy is authorized to execute, and the City Clerk or Deputy City Clerk is authorized to attest, one or more quitclaim deeds conveying the Property to the Developer, or to a land trust of which the Developer is the sole beneficiary, or to an entity of which the Developer is the sole owner and the controlling party, subject to those covenants, conditions and restrictions set forth in the Redevelopment Agreement. SECTION 4. 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 5. All ordinances, resolutions, motions or orders in conflict with this ordinance are hereby repealed to the extent of such conflict. SECTION 6. This ordinance shall take effect immediately upon its passage and approval. EXHIBIT A LEGAL DESCRIPTION OF PROPERTY (Subject to Title Commitment and Final Survey) [Attached] EXHIBIT A PARCEL 1: THE EAST 10 FEET OF LOT 9, AND ALL OF LOTS 10, 11, 12, 13, 14, 32, 38, 59, 62, 63, 64, 65, 66, 67 AND THE NORTH 75 FEET OF LOTS 70, 71 AND 72 IN BLOCK 1; AND LOTS 1, 2, 3, 4, 33, 38, 42, 52, 53, 55, 57, 58, 59, 60, 65 AND 66 IN BLOCK 2, ALL IN MILLER AND RIGDON'S SUBDIVISION OF OUTLOT OR BLOCK 29 (EXCEPT THE NORTH 134 FEET THEREOF) IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, LYING EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs525, 531, 535 and 537 West Garfield Boulevard 518 and 532 West 56th Street Chicago, Illinois 6062120-16-104-005 20-16-104-008 20-16-104-006 20-16-104-021 20-16-104-007 20-16-104-027416, 430 and 440 West 56th Street 453 West Garfield Boulevard Chicago, Illinois 6062120-16-105-026 20-16-105-030 20-16-105-035 20-16-105-044503, 515, 519, 521, 523, 527 and 535 West 56th Street Chicago, Illinois 6062120-16-106-006 _9ni._in. _ni920-16-106-009 20- 6- 06-0 2 20-16-106-010 20- 6- 06-0 3 20-16-106-011 ²⁰-¹⁶-¹⁰⁶-⁰¹⁵413, 415, 427, 431, 433, 435, 439, 445 and 447 West 56th Street Chicago, Illinois 6062120-16-107-005 20-16-107-006 20- 6- 07-0 2 20-16-107-008 20"6"07"08 20-16-107-010 20- 6- 07-0 8 20-16-107-011 20-¹⁶-107-019 -1- PARCEL 2: LOTS 3, 4, 10, 11, 12 AND 17 IN BLOCK 1; LOT 14 IN BLOCK 2; LOTS 8 AND 9 IN BLOCK 3; AND LOTS 9 AND 12 IN BLOCK 4, ALL IN H. C. MOREY'S SUBDIVISION OF THE NORTH '/₂ OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs536 West Tremont Avenue Chicago, Illinois 6062120-16-106-022402, 404, 418, 422, 424 and 436 W. Tremont Avenue Chicago, Illinois 6062120-16-107-030 20-16-107-037 20-16-107-035 20-16-107-043 20-16-107-036 20-16-107-044521 and 523 West Tremont Avenue 520 West 56th Place Chicago, Illinois 6062120-16-108-010 20-16-108-019 20-16-108-020421 and 425 West Tremont Avenue Chicago, Illinois 6062120-16-109-012 20-16-109-015 PARCEL 3: THE EAST !/₂ OF LOT 15, THE EAST V₂ OF LOT 16, AND ALL OF LOT 17 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH V₂ OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs520, 524, 530 and 532 West 57th Street Chicago, Illinois 6062120-16-110-028 20-16-110-029 20-16-110-031 20-16-110-033 -2- PARCEL 4: LOT 2 IN HANSON'S SUBDIVISION OF LOT 12 AND THE EAST Vi OF LOT 13 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH 1/2 OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressPIN5668 South Normal Boulevard Chicago, Illinois 6062120-16-110-038 PARCEL 5: LOTS 3, 4, 11, 14, 15 AND 19 IN B. F. JACOB'S RESUBDIVISION OF THE NORTH ^l/₂ OF BLOCK 2 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH '/₂ OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs5655 South Normal Boulevard 405, 407, 423, 431 and 433 West 56th Place Chicago, Illinois 6062120-16-111-001 20-16-111-013 20-16-111-009 20-16-111-020 20-16-111-010 20-16-111-021 PARCEL 6: THE SOUTH 50 FEET OF LOT 12, THE EAST '/> OF LOT 19, AND ALL OF LOTS 20 AND 21 IN BLOCK 2 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH 1/2 OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, TN COOK COUNTY, ILLINOIS. AddressesPINs5675 South Normal Boulevard 406 and 412 West 57th Street Chicago, Illinois 6062120-16-111-025 20-16-111-039 20-16-111-043 -3- PARCEL 7: THE WEST 60 FEET OF THE EAST 90 FEET OF LOT 4, THE NORTH 30 FEET OF THE SOUTH 60 FEET OF LOT 5 (EXCEPT THAT PART TAKEN FOR STREET), THE NORTH 45 FEET OF THE WEST 4/5 OF LOT 6 (EXCEPT THAT PART TAKEN FOR STREET), THE WEST 24 FEET OF LOT 7, THE EAST V₂ OF THE EAST '/₂ OF LOT 8, LOT 9 (EXCEPT THE EAST 49 FEET THEREOF), THE EAST 25 FEET OF THE WEST 75 FEET OF LOT 14, LOT 15 (EXCEPT THE NORTH 97 FEET AND THE EAST 33 FEET THEREOF), THE WEST 20 % FEET OF LOT 24, ALL OF LOT 25, AND THE WEST 30 FEET OF LOT 32 IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs425, 519, 521 and 539 West 57th Street 5700 and 5720 South Normal Boulevard 514 West 57th Place Chicago, Illinois 60621lltutZ 20-16-116-034 u tT 20-16-116-035 20-16-116-015 _n20-16-116-028 20-16-116-0375707 South Normal Boulevard 439 and 443 West 57th Street Chicago, Illinois 6062120-16-117-003 20-16-117-006 20-16-117-007542 West 58th Place Chicago, Illinois 6062120-16-118-0155725 and 5735 South Normal Boulevard Chicago, Illinois 6062120-16-119-001 20-16-119-002 PARCEL 8: LOT 5 IN WALDRON'S SUBDIVISION OF LOT 23 IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressPIN435 West 57th Place Chicago, Illinois 6062120-16-119-007 -4- PARCEL 9: LOTS 4, 5, 6, 7 AND 8, AND THAT PART OF LOTS 2 AND 3 DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID LOT 3, THENCE SOUTHWARDLY ALONG THE WESTERLY LINE OF SAID LOT 3 TO THE SOUTHWESTERLY CORNER OF SAID LOT 3, THENCE NORTHEASTWARDLY TO A POINT IN THE EASTERLY LINE OF SAID LOT 3, THENCE NORTHEASTWARDLY 87 FEET SOUTH OF THE NORTHEASTERLY CORNER OF SAID LOT 3, THENCE NORTHEASTWARDLY TO THE NORTHEASTERLY CORNER OF SAID LOT 2, THENCE WESTERWARDLY ALONG THE NORTHERLY LINE OF SAID LOTS 2 AND 3 TO THE POINT OF BEGINNING, IN BLOCK 1 IN WARDER'S SUBDIVISION OF OUTLOT 32 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, LYING EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, AND ALL OF LOTS 3, 4, 5, 6, 7, 8 AND 9 (EXCEPT THE WEST 25 FEET THEREOF), AND THAT PART OF LOT 14 LYING WEST OF A LINE DRAWN FROM A POINT ON THE NORTH LINE OF SAID LOT 14, 51 FEET 8 INCHES EAST OF THE NORTHWEST CORNER THEREOF TO A POINT ON THE SOUTH LINE OF SAID LOT 14, 51 FEET 6 ^XA INCHES EAST OF THE SOUTHWEST CORNER OF SAID LOT 14 IN BLOCK 3 IN WARDER'S SUBDIVISION OF OUTLOT 32 AFORESAID. AddressesPINs411, 427, 435 and 439 West 58th Street Chicago, Illinois 6062120-16-125-002 20-16-125-003 20-16-125-004 20-16-125-010513, 519 and 547 West 58th Place 538 West 59th Street Chicago, Illinois 6062120-16-126-002 20-16-126-003 20-16-126-004 20-16-126-012 PARCEL 10: LOTS 8 AND 12 IN FREDERICK B. CLARKE'S SUBDIVISION OF LOTS 11 TO 15 IN BLOCK 4 IN WARDER'S SUBDIVISION OF OUTLOT 32 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs426 and 436 West 59th Street Chicago, Illinois 6062120-16-127-010 20-16-127-014 -5- PARCEL 11: ALL THAT TRIANGULAR SHAPED PARCEL OF LAND SITUATED IN THE CITY OF CHICAGO, COUNTY OF COOK AND STATE OF ILLINOIS, BEING PARTS OF LOTS 1 TO 11, INCLUSIVE, IN BLOCK 1 OF WRIGHT, EMBREE ANY AYERS' SUBDIVISION OF OUTLOT OR BLOCK 33 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN BOUND AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT WHERE THE EASTERLY LINE OF AN ALLEY, 18 FEET WIDE, MEETS THE SOUTHERLY LINEOF 59 STREET, 66 FEET WIDE, SAID BEGINNING POINT BEING ALSO WHERE THE SOUTHWESTERLY LINE OF THE RELOCATED PORTION OF STEWART AVENUE, 33 FEET WIDE, MEETS SAID SOUTHERLY LINE OF 59 STREET; EXTENDING FROM SAID BEGINNING POINT THE FOLLOWING THREE COURSES AND DISTANCES: (1) SOUTHEASTWARDLY, ALONG SAID SOUTHWESTERLY LINE OF THE RELOCATED PORTION OF STEWART AVENUE, 279.5 FEET TO AN ANGLE POINT IN SAID STEWART AVENUE, BEING IN THE SOUTHERLY LINE OF SAID LOT 11; (2) WESTWARDLY ALONG SAID SOUTHERLY LINE OF LOT 11, A DISTANCE OF 91 FEET TO SAID EASTERLY LINE OF ALLEY; AND (3) NORTHWARDLY ALONG THE SAME, 264 FEET TO THE PLACE OF BEGINNING; ALSO LOT 13 (EXCEPT THE EAST 33 FEET THEREOF), THE WEST 91 FEET OF LOT 20, LOT 24, THE NORTH 6 FEET OF LOT 36, LOT 37, THE NORTH 18 FEET OF LOT 39, THE SOUTH 14 FEET OF LOT 40, ALL OF LOTS 44, 46, 48 AND 50 IN BLOCK 1; THE WEST 99 FEET OF LOTS 1 TO 4, THE SOUTH 12 FEET 10 INCHES OF LOT 7, THE NORTH 12 FEET OF LOT 8, THE SOUTH 12 FEET OF LOT 9, ALL OF LOTS 10, 11 AND 12, THE NORTH 6 FEET OF LOT 13, THE SOUTH 11 FEET OF LOT 23, AND ALL OF LOTS 24, 25, 26 AND 40 IN BLOCK 2; THE SOUTH 3 FEET OF LOT 7, ALL OF LOT 8, THE SOUTH 3 FEET OF LOT 12, ALL OF LOT 13, THE NORTH 6 FEET OF LOT 14, ALL OF LOT 48, AND THE SOUTH 4 FEET OF LOT 49 IN BLOCK 3; AND LOTS 1, 2, 3, 4, 5, 6, 7, 8, 9 AND THE NORTH 24 FEET OF LOT 10 IN BLOCK 4, ALL IN WRIGHT, EMBREE ANY AYERS' SUBDIVISION OF OUTLOT OR BLOCK 33 OF SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. -6- AddressesPINs5900, 5916, 5918 and 5920 South Parnell Avenue Chicago, Illinois 6062120-16-303-003 20-16-303-004 20-16-303-005 20-16-303-0065911 South Parnell Avenue 5916 and 5926 South Normal Boulevard Chicago, Illinois 6062120-16-304-006 20-16-304-028 20-16-304-0325931 South Normal Boulevard 425 West 59th Street 5916, 5920, 5924, 5926, 5954 and 5960 South Eggleston Avenue Chicago, Illinois 6062120-16-305-012 20-16-305-031 20-16-305-023 20-16-305-032 20-16-305-028 20-16-305-040 20-16-305-030 20-16-305-0415907, 5911, 5915, 5921, 5931 and 5939 South Eggleston Avenue 5910, 5928, 5946 and 5954 South Stewart Avenue Chicago, Illinois 6062120-16-306-002 20-16-306-014 20-16-306-004 20-16-306-032 20-16-306-006 20-16-306-039 20-16-306-008 20-16-306-043 20-16-306-012 20-16-306-049 PARCEL 12: LOTS 1 AND 2 IN KESSLER BROTHERS' RESUBDIVISION OF LOTS 27, 28, 29, 30, 31, 32 AND 33 IN SUBDIVISION OF BLOCK 2 IN THE SUBDIVISION OF OUTLOT 33 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressPIN446 West 60th Street Chicago, Illinois 6062120-16-305-022 PARCEL 13: LOTS 36, 46 AND 47 (EXCEPT THAT PART OF LOT 47 CONVEYED TO LUCIAN L. GILBERT, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF LOT 47, THENCE WEST ON THE LINE OF ALLEY 8 !/₂ FEET; THENCE SOUTHERLY ON A CURVE TO THE LEFT RADIUS OF 851 3/10 -7- FEET FROM A TANGENT 33 FEET WEST OF AND PARALLEL WITH STEWART AVENUE TO THE SOUTHEAST CORNER OF LOT 47, THENCE NORTH ON THE WEST LINE OF LOT 48 TO THE PLACE OF BEGINNING) IN GUNN'S SUBDIVISION OF BLOCK 1 IN CLOUGH AND BARNEY'S SUBDIVISION OF LOTS 34 AND 35 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs402 and 428 West 60th Place Chicago, Illinois 6062120-16-312-028 20-16-312-036 PARCEL 14: LOT 3 AND THE EAST V₂ OF LOT 4 IN H. A. HURLBUT'S SUBDIVISION OF BLOCKS 3 AND 4 IN CLOUGH AND BARNEY'S SUBDIVISION OF OUTLOTS OR BLOCKS 34 AND 35 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressPIN407 West 60th Place Chicago, Illinois 6062120-16-314-016 -8- EXHIBIT B LEGAL DESCRIPTION OF ENGLEWOOD PARCELS (A SUBSET OF THE PROPERTY) (Subject to Title Commitment and Final Survey) [Attached] £yW.V»r PARCEL 1: ALL THAT TRIANGULAR SHAPED PARCEL OF LAND SITUATED IN THE CITY OF CHICAGO, COUNTY OF COOK AND STATE OF ILLINOIS, BEING PARTS OF LOTS 1 TO 11, INCLUSIVE, IN BLOCK 1 OF WRIGHT, EMBREE ANY AYERS' SUBDIVISION OF OUTLOT OR BLOCK 33 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN BOUND AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT WHERE THE EASTERLY LINE OF AN ALLEY, 18 FEET WIDE, MEETS TFIE SOUTHERLY LINE OF 59 STREET, 66 FEET WIDE, SAID BEGINNING POINT BEING ALSO WHERE THE SOUTHWESTERLY LINE OF THE RELOCATED PORTION OF STEWART AVENUE, 33 FEET WIDE, MEETS SAID SOUTHERLY LINE OF 59 STREET; EXTENDING FROM SAID BEGINNING POINT THE FOLLOWING THREE COURSES AND DISTANCES: (1) SOUTHEASTWARDLY, ALONG SAID SOUTHWESTERLY LINE OF THE RELOCATED PORTION OF STEWART AVENUE, 279.5 FEET TO AN ANGLE POINT IN SAID STEWART AVENUE, BEING IN THE SOUTHERLY LINE OF SAID LOT 11; (2) WESTWARDLY ALONG SAID SOUTHERLY LINE OF LOT 11, A DISTANCE OF 91 FEET TO SAID EASTERLY LINE OF ALLEY; AND (3) NORTHWARDLY ALONG THE SAME, 264 FEET TO THE PLACE OF BEGINNING; ALSO LOT 13 (EXCEPT THE EAST 33 FEET THEREOF), THE WEST 91 FEET OF LOT 20, LOT 24, THE NORTH 6 FEET OF LOT 36, LOT 37, THE NORTH 18 FEET OF LOT 39, THE SOUTH 14 FEET OF LOT 40, ALL OF LOTS 44, 46, 48 AND 50 IN BLOCK 1; THE WEST 99 FEET OF LOTS 1 TO 4, THE SOUTH 12 FEET 10 INCHES OF LOT 7, THE NORTH 12 FEET OF LOT 8, THE SOUTH 12 FEET OF LOT 9, ALL OF LOTS 10, 11 AND 12, THE NORTH 6 FEET OF LOT 13, THE SOUTH 11 FEET OF LOT 23, AND ALL OF LOTS 24, 25, 26 AND 40 IN BLOCK 2; THE SOUTH 3 FEET OF LOT 7, ALL OF LOT 8, THE SOUTH 3 FEET OF LOT 12, ALL OF LOT 13, THE NORTH 6 FEET OF LOT 14, ALL OF LOT 48, AND THE SOUTH 4 FEET OF LOT 49 IN BLOCK 3; AND LOTS 1, 2, 3, 4, 5, 6, 7, 8, 9 AND THE NORTH 24 FEET OF LOT 10 IN BLOCK 4, ALL IN WRIGHT, EMBREE ANY AYERS' SUBDIVISION OF OUTLOT OR BLOCK 33 OF SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. -1- 02/05/13 AddressesPINs5900, 5916, 5918 and 5920 South Parnell Avenue Chicago, Illinois 6062120-16-303-003 20-16-303-004 20-16-303-005 20-16-303-0065911 South Parnell Avenue 5916 and 5926 South Normal Boulevard Chicago, Illinois 6062120-16-304-006 20-16-304-028 20-16-304-0325931 South Normal Boulevard 425 West 59th Street 5916, 5920, 5924, 5926, 5954 and 5960 South Eggleston Avenue Chicago, Illinois 6062120-16-305-012 20-16-305-031 20-16-305-023 20-16-305-032 20-16-305-028 20-16-305-040 20-16-305-030 20-16-305-0415907, 5911, 5915, 5921, 5931 and 5939 South Eggleston Avenue 5910, 5928, 5946 and 5954 South Stewart Avenue Chicago, Illinois 6062120-16-306-002 20-16-306-014 20-16-306-004 20-16-306-032 20-16-306-006 20-16-306-039 20-16-306-008 20-16-306-043 20-16-306-012 20-16-306-049 PARCEL 2: LOTS 1 AND 2 IN KESSLER BROTHERS' RESUBDIVISION OF LOTS 27, 28, 29, 30, 31, 32 AND 33 IN SUBDIVISION OF BLOCK 2 IN THE SUBDIVISION OF OUTLOT 33 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressPIN446 West 60th Street Chicago, Illinois 6062120-16-305-022 PARCEL 3: LOTS 36, 46 AND 47 (EXCEPT THAT PART OF LOT 47 CONVEYED TO LUCIAN L. GILBERT, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF LOT 47, THENCE WEST ON THE LINE OF ALLEY 8 54 FEET; THENCE SOUTHERLY ON A CURVE TO THE LEFT RADIUS OF 851 3/10 -2- 02/05/13 FEET FROM A TANGENT 33 FEET WEST OF AND PARALLEL WITH STEWART AVENUE TO THE SOUTHEAST CORNER OF LOT 47, THENCE NORTH ON THE WEST LINE OF LOT 48 TO THE PLACE OF BEGINNING) IN GUNN'S SUBDIVISION OF BLOCK 1 IN CLOUGH AND BARNEY'S SUBDIVISION OF LOTS 34 AND 35 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs402 and 428 West 60th Place Chicago, Illinois 6062120-16-312-028 20-16-312-036 PARCEL 4: LOT 3 AND THE EAST V₂ OF LOT 4 IN H. A. HURLBUT'S SUBDIVISION OF BLOCKS 3 AND 4 IN CLOUGH AND BARNEY'S SUBDIVISION OF OUTLOTS OR BLOCKS 34 AND 35 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressPIN407 West 60th Place Chicago, Illinois 6062120-16-314-016 -3- 02/05/13 EXHIBIT C LEGAL DESCRIPTION OF 47 /HALSTED PARCELS (A SUBSET OF THE PROPERTY) (Subject to Title Commitment and Final Survey) THE EAST 10 FEET OF LOT 9, AND ALL OF LOTS 10,11,12,13, AND 14 IN BLOCK 1; AND LOTS 1, 2, 3 AND 4 IN BLOCK 2, ALL IN MILLER AND RIGDON'S SUBDIVISION OF OUTLOT OR BLOCK 29 (EXCEPT THE NORTH 134 FEET THEREOF) IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, LYING EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs525, 531, 535 and 537 West Garfield Blvd. Chicago, Illinois 6062120-16-104-005 20-16-104-006 20-16-104-007 20-16-104-008453 West Garfield Boulevard Chicago, Illinois 6062120-16-105-044 EXHIBIT D REDEVELOPMENT AGREEMENT [Attached] AGREEMENT FOR THE SALE AND REDEVELOPMENT OF LAND (The Above Space for Recorder's Use Only) This AGREEMENT FOR THE SALE AND REDEVELOPMENT OF LAND ("Agreement") is made on or as of the day of , 20 (the "Effective Date"), by and between the CITY OF CHICAGO, an Illinois municipal corporation and home rule unit of local government ("City"), acting by and through its Department of Housing and Economic Development (together with any successor department thereto, "DHED"), having its principal offices at City Hall, Room 1000, 121 North LaSalle Street, Chicago, Illinois 60602 and NORFOLK SOUTHERN RAILWAY COMPANY, a Virginia corporation ("Developer"), whose offices are located at 1200 Peachtree Street, N.E., 12^th Floor, Atlanta, GA 30309. RECITALS WHEREAS, pursuant to an ordinance adopted by the City Council of the City (the "City Council") on June 27, 2001, and published at pages 61850 through 62030, in the Journal of the Proceedings of the City Council (the "Journal") of such date, a certain redevelopment plan and project (the "Englewood Neighborhood TIF Plan") for the Englewood Neighborhood Redevelopment Project Area (the "Englewood Neighborhood TIF Area"), was approved pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11 -74.4-1 et seq.) (the "Act"); WHEREAS, pursuant to an ordinance adopted by the City Council on June 27, 2001, and published at pages 62031 through 62042 in the Journal of such date, the Englewood Neighborhood TIF Area was designated as a redevelopment project area pursuant to the Act; WHEREAS, pursuant to an ordinance adopted by the City Council on June 27, 2001, and published at page 62042 through 62055 in the Journal of such date, tax increment financing was adopted pursuant to the Act as a means of financing certain Englewood Neighborhood TIF Area redevelopment project costs (as defined in the Act) incurred pursuant to the Englewood Neighborhood TIF Plan; WHEREAS, pursuant to an ordinance adopted by the City Council on May 29, 2002, and published at pages 85676 through 85871, in the Journal of such date, a certain redevelopment plan and project (the "47^th/Halsted TIF Plan") for the 47^th/Halsted Redevelopment Project Area (the "47^th/Halsted TIF Area"), was approved pursuant to the Act; 1 WHEREAS, pursuant to an ordinance adopted by the City Council on May 29, 2002, and published at pages 85872 through 85888 in the Journal of such date, the 47^th/Halsted TIF Area was designated as a redevelopment project area pursuant to the Act; WHEREAS, pursuant to an ordinance adopted by the City Council on May 29, 2002, and published at page 85889 through 85904 in the Journal of such date, tax increment financing was adopted pursuant to the Act as a means of financing certain 47^th/Halsted TIF Area redevelopment project costs (as defined in the Act) incurred pursuant to the 47^,h/Halsted TIF Plan; WHEREAS, the Englewood Neighborhood TIF Plan and the 47^th/Halsted TIF Plan and the use of tax increment financing provide a mechanism to support new growth through leveraging private investment, and helping to finance land acquisition, demolition, remediation, site preparation and infrastructure for new development in the Englewood Neighborhood TIF Area and the 47^th/Halsted TIF Area, respectively; WHEREAS, the Developer desires to purchase from the City the real property which is legally described on Exhibit A attached hereto (the "City Parcels"); WHEREAS, certain City parcels are located within the Englewood Neighborhood TIF Area or the 47^th/Halsted TIF Area, as identified in Exhibit A; WHEREAS, the Developer owns certain real property located adjacent to or in the vicinity of the City Parcels, which is identified in Exhibit B attached hereto (the "Developer Parcels"); WHEREAS, with respect to any Developer Parcels not yet acquired by the Developer, the Developer shall obtain title to those not-yet-acquired parcels pursuant to condemnation only if the Developer is unable to obtain title pursuant to a negotiated sale; WHEREAS, on December 17, 2012, the Developer closed on its purchase, for the sum of Ten Million One Hundred Fifty-Seven Thousand Five Hundred Dollars ($10,157,500), from the Chicago Housing Authority, an Illinois municipal corporation (the "CHA"), of certain real property located adjacent to or in the vicinity of the City Parcels, which is legally described in Exhibit C attached hereto (the "CHA Parcels"); WHEREAS, the Developer intends to develop, in phases, on the City Parcels, Developer Parcels and CHA Parcels (the City Parcels, Developer Parcels and CHA Parcels, collectively, the "Property") an intermodal railroad facility, as more fully described on Exhibit D attached hereto (the "Project"); WHEREAS, the Project is consistent with the Englewood Neighborhood TIF Plan and the 47^,h/Halsted TIF Plan; WHEREAS, the appraised fair market value of the City Parcels is One Million One Hundred Seven Thousand Two Hundred Fifty Dollars ($1,107,250); WHEREAS, the City is willing to sell the City Parcels to the Developer for One Million One Hundred Seven Thousand Two Hundred Fifty Dollars ($1,107,250), subject to the terms and conditions of this Agreement; and 2 WHEREAS, the City Council, pursuant to an ordinance (the "Project Ordinance") adopted on , 2013, and published at pages through in the Journal of such date, authorized the sale of the City Parcels to the Developer, subject to the execution, delivery and recording of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: SECTION 1. INCORPORATION OF RECITALS. The foregoing recitals (the "Recitals") constitute an integral part of this Agreement and are incorporated herein by this reference with the same force and effect as if set forth herein as agreements of the parties. SECTION 2. DEFINITIONS. For purposes of this Agreement, in addition to the terms defined in the foregoing Recitals, the following terms shall have the meanings set forth below: "47^th/Halsted TIF Area" has the meaning set forth in the Recitals. "47^th/Halsted TIF Plan" has the meaning set forth in the Recitals. "Affiliate" has the meaning set forth in Section 28. "Agent" means any contractor, subcontractor or other agent, entity or individual acting under the control or at the request of the Developer or the Developer's contractors. "Budget" has the meaning set forth in Section 9. "CHA Parcels" has the meaning set forth in the Recitals. "City Parties" means the City, and its officers, employees and agents. "City Parcels" has the meaning set forth in the Recitals. "Closing" means the closing of the transaction contemplated by this Agreement "Closing Date" has the meaning set forth in Section 5. "Construction Program" has the meaning set forth in Section 24.3(a). "Corporation Counsel" means the City's Office of Corporation Counsel. "Deed" has the meaning set forth in Section 6.1. "Developer Parcels" has the meaning set forth in the Recitals. 3 "Developer Parties" means the Developer and its current and former officers, directors, employees, Agents, attorneys, predecessors, successors and assigns. "Earnest Money" has the meaning set forth in Section 4.1. "Effective Date" means the date set forth in the Preamble. "Employer(s)" has the meaning set forth in Section 24.1. "Englewood Neighborhood TIF Area" has the meaning set forth in the Recitals. "Englewood Neighborhood TIF Plan" has the meaning set forth in the Recitals. "Environmental Laws" means any and all Laws relating to the regulation and protection of human health, safety, the environment and natural resources now or hereafter in effect, as amended or supplemented from time to time, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seg., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seg., the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seg,, the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seg., the Clean Air Act, 42 U.S.C. § 7401 et seg., the Toxic Substances Control Act, 15 U.S.C. §2601 et seg., the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136 et seg., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seg any and all regulations promulgated under such Laws, and all analogous state and local counterparts or equivalents of such Laws, including, without limitation, the Illinois Environmental Protection Act, 415 ILCS 5/1 et seg., and the common law, including, without limitation, trespass and nuisance. "Eguitv" means funds of the Developer (not including any funds borrowed by the Developer from lenders) irrevocably available for the Project. "Event of Default" has the meaning set forth in Section 20.2. "First Phase" has the meaning set forth in Section 8. "First Phase Effective Date" has the meaning set forth in Section 8. "First Phase Project Area" has the meaning set forth in Section 9. "First Phase Certificate of Completion" has the meaning set forth in Section 14. "Governmental Approvals" has the meaning set forth in Section 8. "Hazardous Substances" means any substance or material, in any form, which at any time is listed as hazardous or toxic in or regulated under any Environmental Law or which has been or shall be determined at any time by any governmental agency or court to be a hazardous or toxic substance regulated under any Environmental Law., including without limitation polychlorinated biphenyls (PCBs), petroleum or any petroleum-based or petroleum-derived products, lead paint, asbestos or asbestos-containing materials, urea formaldehyde, radioactive materials and mold. "Human Rights Ordinance" has the meaning set forth in Section 24.1(a). 4 4 "Laws" means all applicable federal, state, local or other laws (including common law), statutes, codes, ordinances, rules, regulations or other requirements, now or hereafter in effect, as amended or supplemented from time to time, and any applicable judicial or administrative interpretation thereof, including any applicable judicial or administrative orders, consent decrees or judgments, including, without limitation, Sections 7-28 and 11-4 of the Municipal Code of Chicago relating to waste disposal. "Losses" means any and all debts, liens, claims, causes of action, demands, complaints, legal or administrative proceedings, losses, damages, obligations, liabilities, judgments, amounts paid in settlement, arbitration or mediation awards, interest, fines, penalties, costs and expenses (including, without limitation, Remediation Costs, reasonable attorney's fees and expenses, consultants' fees and expenses and court costs). "M/WBE Certificate of Completion" has the meaning set forth in Section 14. "MBE/WBE Program" has the meaning set forth in Section 24.3(a). "Outside Closing Date" has the meaning set forth in Section 5. "Performance Deposit" has the meaning set forth in Section 4.2. "Plans" has the meaning set forth in Section 11.1. "Preliminary Project Budget" has the meaning set forth in Section 9. "Procurement Program" has the meaning set forth in Section 24.3(a). "Project" has the meaning set forth in the Recitals, as more fully described in Exhibit D. "Project Ordinance" has the meaning set forth in the Recitals. "Purchase Price" has the meaning set forth in Section 3. "Released Claims" has the meaning set forth in Section 23.3. "Remediation Costs" means response costs incurred by a governmental or regulatory bodv natural resource damages and the costs of any inve^Riⁿation c!eanuⁿ monitorjnn remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or other third party in connection or associated with the City Parcels or any improvements, facilities or operations located or formerly located thereon. "TIF Plan" has the meaning set forth in the Recitals. "Title Company" means Wheatland Title Guaranty Company. "Title Commitment" means a commitment(s) for an owner's policy of title insurance for the City Parcels, Order Nos. , with an effective date(s) of , issued by the Title Company. 5 "Title Policy" means a title insurance policy issued by the Title Company in the most recently revised ALTA or equivalent form, showing the Developer as the named insured with respect to the Property, noting the recording of this Agreement as an encumbrance against the Property. SECTION 3. PURCHASE PRICE.* The City hereby agrees to sell, and the Developer hereby agrees to purchase, upon and subject to the terms and conditions of this Agreement, the City Parcels, for the sum of One Million One Hundred Seven Thousand Two Hundred Fifty Dollars ($1,107,250) ("Purchase Price"), which amount equals the appraised fair market value of the City Parcels, to be paid to the City at the Closing in cash or by certified or cashier's check or electronic funds transfer, but in any event good funds available for immediate disbursement on the Closing Date. The Developer shall pay all escrow fees and other title insurance fees and closing costs. SECTION 4. EARNEST MONEY AND PERFORMANCE DEPOSIT. 4.1 Earnest Money. Not later than the earlier of (a) , 2013 or such later date as determined by the Commissioner of DHED (the "Commissioner") and (b) the date on which the Developer executes this Agreement, the Developer shall deposit with the City the amount of Fifty-Two Thousand and 00/100 Dollars ($52,000) ("Earnest Money"), which shall be applied to the Purchase Price at the Closing. Performance Deposit. At the Closing, the Developer shall deposit with the City the amount of Fifty-Two Thousand and 00/100 Dollars ($52,000), as security for the performance of its obligations under this Agreement ("Performance Deposit"), which the City will retain until the City issues the MBE/WBE Certificate of Completion. Upon the Developer's receipt of the MBE/WBE Certificate of Completion, the Developer shall submit a request for a return of the Performance Deposit, and the City shall promptly return the Performance Deposit after receiving such request. Interest. The City will pay no interest to the Developer on the Earnest Money or Performance Deposit. SECTION 5. CLOSING. The Closing shall take place at the downtown offices of Matthewson Right of Way Com.Danv 30 North L⁰fi^all° S^troot finite 179R Q^ir-ann " RflfiCP within thirtx/ f"}m Ha\/Q after the Developer has satisfied all conditions precedent set forth in Section 10 hereof, unless DHED, in its sole discretion, waives any one or more of such conditions (the "Closing Date"); provided, however, in no event shall the Closing occur any later than June 1, 2013 (the "Outside Closing Date"), unless DHED, in its sole discretion, extends such Outside Closing Date. On or before the Closing Date, the City shall deliver to the Title Company the Deed, all necessary state, county and municipal real estate transfer tax declarations, and an ALTA statement. SECTION 6. CONVEYANCE OF TITLE. 6.1 Form of City Deed. The City shall convey the City Parcels to the Developer by one or more quitclaim deeds (each, a "Deed"), subject to the terms of this Agreement and, without limiting the quitclaim nature of the Deed(s), the following: 6 the 47^t7Halsted TIF Plan for the 47^t7Halsted TIF Area or the Englewood Neighborhood TIF Plan for the Englewood Neighborhood TIF Area, as applicable; the standard exceptions in an ALTA title insurance policy; general real estate taxes and any special assessments or other taxes; all easements, encroachments, covenants and restrictions of record and not shown of record; such other title defects as may exist; and any and all exceptions caused by the acts of the Developer or its Agents. 6.2 Recording Costs. The Developer shall pay to record the Deed(s), this Agreement, and any other documents incident to the conveyance of the City Parcels to the Developer. SECTION 7. TITLE AND SURVEY. The Developer has obtained at its sole expense and has provided the City one or more Title Commitments for the City Parcels. The Developer shall be solely responsible for and shall pay all costs associated with updating the Title Commitments or obtaining a new title commitment for the City Parcels (including all search, continuation and later-date fees), and obtaining the Title Policy for the City Parcels and any endorsements it deems necessary. The Developer elects not to have any surveys performed. If the Developer subsequently has any survey(s) performed, it shall be responsible for and shall pay all costs associated therewith. The City shall have no obligation to cure title defects; provided, however, if there are exceptions for general real estate tax liens attributable to taxes due and payable prior to the Closing Date with respect to the City Parcels, the City shall submit to the county a tax abatement letter and/or file a certificate of error application with the Cook County Assessor's office, tax injunction complaint in the Circuit Court of Cook County or motion to vacate a tax sale in the Circuit Court of Cook County, seeking the exemption or waiver of such pre-closing tax liabilities, but shall have no further duties with respect to any such taxes. If, after taking the foregoing actions, the City Parcels remains subject to any tax liens, or if the City Parcels are encumbered with any other exceptions that would adversely affect the use and insurability of the City Parcels for the development of the Project, the Developer shall have the option to do one of the following: (a) accept title to the City Parcels subject to the exceptions, without reduction in the Purchase Price; or (b) terminate this Agreement by delivery of written notice to the City prior to the Closing, in which event the City shall return the Earnest Money and Performance Deposit to the Developer, this Agreement shall be null and void and, except as otherwise specifically provided herein, neither party shall have any further right, duty or obligation hereunder. If the Developer elects not to terminate this Agreement as aforesaid, the Developer agrees to accept title subject to all exceptions. The Developer shall be responsible for all taxes accruing after the Closing. SECTION 8. BUILDING PERMITS AND OTHER GOVERNMENTAL APPROVALS. The First Phase (as defined in Section 9 below and described in Exhibit D) will be constructed within the area depicted in Exhibit D-1 of this Agreement (such area, the "First 7 Phase Project Area"). The Developer shall apply for all necessary building permits and other required permits and approvals, except to the extent preempted by federal law ("Governmental Approvals") for the First Phase (as defined in Section 9 below) within three (3) months after the Developer has (i) completed its acquisition of all parcels within the First Phase Project Area and (ii) recorded street and alley vacation ordinances and the associated plats of vacation for the streets and alleys within the First Phase Project Area (such streets and alleys are a subset of the street and alleys identified in Exhibit E of this Agreement and correspond to those streets and alleys identified in Exhibit D of the Neighborhood Investment Agreement, the form of which is attached to this Agreement as Exhibit G) (the date on which the Developer completes the later of (i) and (ii), the "First Phase Effective Date"), unless DHED, in its sole discretion, extends such application date, and shall pursue such Governmental Approvals in good faith and with ail due diligence. The Developer shall apply for and obtain all Governmental Approvals applicable to any subsequent phase of the Project, in advance of commencing construction on such phase. SECTION 9. BUDGET. The Developer has furnished to DHED, and DHED has approved, a preliminary budget showing total costs for the construction of the first phase of the Project, which is described in Exhibit D (the "First Phase") in the amount of Seventeen Million Six Hundred Fifty Thousand Dollars ($17,650,000) (the "Preliminary Project Budget"). The Developer hereby certifies to the City that the Preliminary Project Budget is true, correct and complete in all material respects. Not less than fourteen (14) days prior to the Closing Date, the Developer shall submit to DHED for approval a final budget for the First Phase that is materially consistent with the Preliminary Project Budget ("Budget"). The Developer shall submit to DHED a budget for each subsequent phase of the Project, in advance of commencing such phase. SECTION 10. CONDITIONS TO THE CITY'S OBLIGATIONS. The obligations of the City under this Agreement are contingent upon the delivery or satisfaction of each of the following items (unless waived by DHED in its sole discretion) set forth in Sections 10.1 through 10.14 at least fourteen (14) days prior to the Closing Date, unless another time period is specified below: Final Governmental Approvals. The Developer has submitted to DHED, and DHED has approved, evidence that it has applied for all Governmental Approvals to complete the First Phase. Budget. The Deveioper has submitted to DHED, and DHED has approved, the Budget in accordance with the provisions of Section 9 hereof. Plans. The Developer has submitted to DHED, and DHED has approved, the Plans in accordance with the provisions of Section 11.1 hereof. ¹ Insurance. The Developer has submitted to the City evidence of self-insurance . Legal Opinion. The Developer has submitted to the Corporation Counsel, and the Corporation Counsel has approved, a legal opinion in a form reasonably acceptable to the City. 8 Due Diligence. The Developer has submitted to the Corporation Counsel due diligence searches in its name (UCC liens, state and federal tax liens, pending litigation and judgments in Cook County and the U.S. District for the Northern District of Illinois, and bankruptcy), showing no unacceptable liens, litigation, judgments or filings, as reasonably determined by the Corporation Counsel. Organization and Authority Documents. The Developer has submitted to the Corporation Counsel its articles of incorporation, including all amendments thereto, as furnished and certified by the Illinois Secretary of State, and copies of its by-laws, as certified by its corporate secretary. The Developer has submitted to the Corporation Counsel resolutions authorizing it to execute and deliver this Agreement and any other documents required to complete the transaction contemplated by this Agreement and to perform its obligations under this Agreement; a certificate of good standing from the Illinois Secretary of State dated no more than thirty (30) days prior to the Closing; and such other corporate authority and organizational documents as the City may reasonably request. Economic Disclosure Statement. The Developer has provided to the Corporation Counsel an Economic Disclosure Statement, on the City's then current form, dated as of the Closing Date. MBEAA/BE and City Resident Hiring Compliance Plan. The Developer and the Developer's general contractor and all major subcontractors have met with staff from DHED regarding compliance with the MBEAA/BE, city resident hiring and other requirements set forth in Section 24, and DHED has approved the Developer's compliance plan in accordance with Section 24.4. Title. The Developer has furnished the City with title commitments for the City Parcels. Representations and Warranties. On the Closing Date, each of the representations and warranties of the Developer in Section 25 and elsewhere in this Agreement shall be true and correct. Developer / CHA Closing. On or prior to the Closing Date, the Developer and CHA shall have closed on the conveyance of the CHA Parcels. Neighborhood Investment Agreement. On or prior to the Closing Date, the Developer and the City shall have executed a Neighborhood investment Agreement in substantially the form attached hereto as Exhibit H. Other Obligations. On the Closing Date, the Developer shall have performed all of the other obligations required to be performed by the Developer under this Agreement as and when required under this Agreement. If any of the conditions in this Sections 10.1 through 10.14 have not been satisfied to DHED's reasonable satisfaction within the time periods provided for herein, DHED may, at its option, upon thirty (30) days' prior written notice to Developer, terminate this Agreement at any time after the expiration of the applicable time period, in which event this Agreement shall be null and void and, except as otherwise specifically provided, neither party shall have any further right, duty or obligation hereunder; provided, however, that if within said thirty (30) day notice 9 period Developer satisfies said condition(s), then the termination notice shall be deemed to have been withdrawn. Any forbearance by DHED in exercising its right to terminate this Agreement upon a default hereunder shall not be construed as a waiver of such right. SECTION 11. CONSTRUCTION REQUIREMENTS. Plans and Permits. The Developer shall construct the First Phase on the Property materially in accordance with the site plan prepared by the Developer and attached hereto as Exhibit D-1. and the final plans and specifications prepared by the Developer dated , which have been approved by DHED and which are incorporated herein by this reference ("Plans"). The plans for the future phases (i.e., subsequent to the First Phase) of the Project that are attached to Exhibit F are conceptual. Prior to commencing any subsequent phase of the Project, the Developer shall submit updated site plans to DHED for approval. The term "Plans" as used herein shall refer to the updated plans and specifications upon DHED's written approval of the same. No material deviation from the Plans may be made without the prior written approval of DHED. The Plans shall at all times conform to the Englewood Neighborhood TIF Plan or the 47^th/Halsted TIF Plan, as applicable, and all applicable Laws. Relocation of Utilities, Curb Cuts and Driveways. The Developer shall be solely responsible for and shall pay all costs associated with: (a) the relocation, installation or construction of public or private utilities, curb cuts and driveways; (b) the repair or reconstruction of any curbs, vaults, sidewalks or parkways required in connection with or damaged as a result of the Developer's construction of the Project; (c) the removal of existing pipes, utility equipment or building foundations; and (d) the termination or relocation of existing water or other utility services if any of this work is required for the Project or is required by the City in connection with the vacation by the City of any streets or alleys described in Exhibit E. Except to the extent preempted by federal law, the City shall have the right to approve any streetscaping provided by the Developer as part of the Project, including, without limitation, any paving of sidewalks, landscaping and lighting. City's Right to Inspect Property. For the period commencing on the Closing Date and continuing through the date the Developer completes the Project, any duly authorized representative of the City shall have access to the Property at all reasonable times for the purpose of determining whether the Developer is constructing the Project in accordance with the terms of this Agreement and all applicable Laws; provided that anyone entering the Property must abide by all reasonable safety requirements of the Developer when exercising such rights. Barricades and Signs. The Developer shall, at its sole cost and expense, erect and maintain such signs as the City may reasonably require during the Project, identifying the site as a City redevelopment project. The City reserves the right to include the name, photograph, artistic rendering of the Project and other pertinent information regarding the Developer, the Property and the Project in the City's promotional literature and communications. Prior to the commencement of any construction activity requiring barricades, the Developer shall install barricades of a type and appearance satisfactory to the City and constructed in compliance with all applicable Laws. Except to the extent preempted by federal law, DHED shall have the right to approve the maintenance, appearance, color scheme, painting, nature, type, content and design of all barricades. The Developer shall erect all signs and barricades so as not to interfere with or affect any bus stop or train station in the vicinity of the Property. 10 SECTION 12. LIMITED APPLICABILITY. Any approval given by DHED pursuant to this Agreement is for the purpose of this Agreement only and does not constitute the approval required by the City's Department of Buildings or any other City department, nor does such approval constitute an approval of the quality, structural soundness or safety of any improvements located or to be located on the Property, or the compliance of said improvements with any Laws, private covenants, restrictions of record, or any agreement affecting the Property or any part thereof. SECTION 13. COMMENCEMENT AND COMPLETION OF CONSTRUCTION. The Developer shall commence construction of the First Phase within (3) months following the issuance of the Governmental Approvals described in Section 8, and shall complete the First Phase (as evidenced by the issuance of the First Phase Certificate of Completion) no later than two (2) years from the commencement thereof. DHED, in its sole discretion, may extend the construction commencement and completion dates for good cause by issuing a written extension letter. The Developer shall give written notice to the City within five (5) days after it commences construction. The Developer shall submit to the City anticipated commencement and completion dates for the construction of subsequent phases of the Project, in advance of commencing such phases. The Developer shall construct the Project in accordance with the Plans and all applicable Laws, except to the extent preempted by federal law, and covenants and restrictions of record. SECTION 14. CERTIFICATES OF COMPLETION. The Developer shall request from the City a certificate of completion ("First Phase Certificate of Completion") upon the completion of the First Phase in accordance with this Agreement. Within forty-five (45) days after receipt of a written request by the Developer for a First Phase Certificate of Completion, the City shall provide the Developer with either the First Phase Certificate of Completion or a written statement indicating in adequate detail how the Developer has failed to complete the First Phase in conformity with this Agreement, or is otherwise in default, and what measures or acts will be necessary, in the sole opinion of the City, for the Developer to take or perform in order to obtain the First Phase Certificate of Completion. If the City requires additional measures or acts to assure compliance, the Developer shall resubmit a written request for the First Phase Certificate of Completion upon compliance with the City's response. The First Phase Certificate of Completion shall be in recordable form, and shall, upon recording, constitute a conclusive determination of satisfaction and termination of the covenants in this Agreement and the Deed with respect to the Developer's obligations to construct the First Phase. The First Phase Certificate of Completion shall not, however, constitute evidence that the Developer has complied with any Laws relating to the construction of the First Phase or the Project, and shall not serve as any "guaranty" as to the quality of the construction. Nor shall the First Phase Certificate of Completion release the Developer from its obligation to comply with the other terms, covenants and conditions of this Agreement. The Developer shall request from the City a certificate of completion ("M/WBE Certificate of Completion") upon the Developer's satisfaction of the Employment Obligations set forth in Section 24 of this Agreement. The Developer's request must include a copy of the compliance letter issued by DHED evidencing the Developer's compliance with such requirements. Within forty-five (45) days after receipt of a written request by the Developer for 11 an M/WBE Certificate of Completion, the City shall provide the Developer with either the M/WBE Certificate of Completion or a written statement indicating in adequate detail how the Developer has failed to satisfy the Employment Obligations set forth in Section 24, or is otherwise in default, and what measures or acts will be necessary, in the sole opinion of the City, for the Developer to take or perform in order to obtain the M/WBE Certificate of Completion. If the City requires additional measures or acts to assure compliance, the Developer shall resubmit a Written request for the M/WBE Certificate of Completion upon compliance with the City's response. The M/WBE Certificate of Completion shall be in recordable form, and shall, upon recording, constitute a conclusive determination of satisfaction and termination of the covenants in this Agreement and the Deed with respect to the Developer's obligations to comply with the Employment Obligations set forth in Section 24 of this Agreement. The MAA/BE Certificate of Completion shall not, however, constitute evidence that the Developer has complied with any Laws relating to the construction of the Project, and shall not serve as any "guaranty" as to the quality of the construction. Nor shall the MAA/BE Certificate of Completion release the Developer from its obligation to comply with the other terms, covenants and conditions of this Agreement. SECTION 15. RESTRICTIONS ON USE. The Developer, for itself and its successors and assigns, agrees as follows: The Developer shall (a) use the City Parcels located within the Englewood Neighborhood TIF Area in compliance with the Englewood Neighborhood TIF Plan and (b) use the City Parcels located within the 47^,h/Halsted TIF Area in compliance with the 47^th/Halsted TIF Plan, as applicable. The Developer shall not discriminate on the basis of race, color, sex, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, marital status, parental status, military discharge status, or source of income in the sale, lease, rental, use or occupancy of the Property or the Project or any part thereof. The Developer shall construct the First Phase in accordance with this Agreement, the Plans, all applicable Laws and covenants, and restrictions of record. The Developer, for itself and its successors and assigns, acknowledges and agrees that the development and use restrictions set forth in this Section 15 constitute material, bargained-for consideration for the City and are intended to further the public policies set forth in the Englewood Neighborhood TIF Plan and the 47^th/Ha!sted TIF Plan, as applicable. SECTION 16. PROHIBITION AGAINST SALE OR TRANSFER OF CITY PARCELS PRIOR TO ISSUANCE OF THE M/WBE CERTIFICATE OF COMPLETION. Prior to the issuance of the MAA/BE Certificate of Completion, the Developer may not, without the prior written consent of DHED, which consent shall be in DHED's sole discretion: (a) directly or indirectly sell, transfer or otherwise dispose of the City Parcels or any part thereof or any interest therein or the Developer's controlling interests therein (including, without limitation, a transfer by assignment of any beneficial interest under a land trust); or (b) directly or indirectly assign this Agreement. The Developer acknowledges and agrees that DHED may withhold its consent under (a) or (b) above if, among other reasons, the proposed purchaser, transferee or assignee (or such entity's principal officers or directors) is in violation of any Laws, 12 or if the Developer fails to submit sufficient evidence of the financial responsibility, business background and reputation of the proposed purchaser, transferee or assignee. If the Developer is a business entity, no principal party of the Developer (e.g., a general partner, member, manager or shareholder) may sell, transfer or assign any of its interest in the entity prior to the expiration of the Compliance Period to anyone other than another principal party, without the prior written consent of DHED, which consent shall be in DHED's sole discretion. The Developer must disclose the identity of all limited partners to the City at the time such limited partners obtain an interest in the Developer. SECTION 17. LIMITATION UPON ENCUMBRANCE OF CITY PARCELS PRIOR TO ISSUANCE OF M/WBE CERTIFICATE OF COMPLETION. Prior to the issuance of the MAA/BE Certificate of Completion for the Project, the Developer shall not, without DHED's prior written consent, which shall be in DHED's sole discretion, engage in any financing or other transaction which would create an encumbrance or lien on the City Parcels. SECTION 18. MORTGAGEES NOT OBLIGATED TO CONSTRUCT. [Intentionally omitted.] SECTION 19. COVENANTS RUNNING WITH THE LAND. The parties agree, and the Deed shall so expressly provide, that the covenants, agreements, releases and other terms and provisions contained in Section 13 (Commencement and Completion of Project), Section 15 (Restrictions on Use), Section 16 (Prohibition Against Sale or Transfer of Property), Section 17 (Limitation Upon Encumbrance of Property), and Section 23.4 (Release for Environmental Conditions) touch and concern and shall be appurtenant to and shall run with the Property. Such covenants, agreements, releases and other terms and provisions shall be binding on the Developer and its successors and assigns to the fullest extent permitted by law and equity for the benefit and in favor of the City, and shall be enforceable by the City. Such covenants, agreements, releases and other terms and provisions shall terminate as follows: Sections 13, 15.3 and 17 upon the issuance of the MAA/BE Certificate of Completion; Section 15.1(a) upon the expiration of the Englewood Neighborhood TIF Plan; Section 15.1(b) upon the expiration of the 47^,h/Halsted TIF Plan; Section 16 upon the issuance of the MAA/BE Certificate of Completion; and Sections 15.2 and 23.4 with no limitation as to time. SECTION 20. PERFORMANCE AND BREACH. Time of the Essence. Time is of the essence in the Developer's performance of its obligations under this Agreement. Event of Default. The occurrence of any one or more of the following shall constitute an "Event of Default" under this Agreement: (a) the failure of the Developer to perform, keep or observe any of the covenants, conditions, promises, agreements or obligations of the Developer under this Agreement or any related agreement; 13 the failure of the Developer to perform, keep or observe any of the covenants, conditions, promises, agreements or obligations of the Developer under any other agreement with any person or entity if such failure may have a material adverse effect on the Developer's business, property, assets, operations or condition, financial or otherwise; the making or furnishing by the Developer of any warranty, representation, statement, certification, schedule or report to the City (whether in this Agreement, an Economic Disclosure Statement or another document) which is untrue or misleading in any material respect; except as otherwise permitted hereunder, the creation (whether voluntary or involuntary) of, or any attempt to create, any lien or other encumbrance upon the Property, or the making or any attempt to make any levy, seizure or attachment thereof; the commencement of any proceedings in bankruptcy by or against the Developer or for the liquidation or reorganization of the Developer, or alleging that the Developer is insolvent or unable to pay its debts as they mature, or for the readjustment or arrangement of the Developer's debts, whether under the United States Bankruptcy Code or under any other state or federal law, now or hereafter existing, for the relief of debtors, or the commencement of any analogous statutory or non-statutory proceedings involving the Developer; provided, however, that if such commencement of proceedings is involuntary, such action shall not constitute an Event of Default unless such proceedings are not dismissed within sixty (60) days after the commencement of such proceedings; the appointment of a receiver or trustee for the Developer for the Project, for any substantial part of the Developer's assets or the institution of any proceedings for the dissolution, or the full or partial liquidation, or the merger or consolidation, of the Developer; provided, however, that if such appointment or commencement of proceedings is involuntary, such action shall not constitute an Event of Default unless such appointment is not revoked or such proceedings are not dismissed within sixty (60) days after the commencement thereof; the entry of any judgment or order against the Developer which is related to the Property and remains unsatisfied or undischarged and in effect for sixty (60) days i iCi ouull ci iii y win iuui ci oiay ui ci iivi oci i ici ii ui cacuuuui I, the dissolution of the Developer; and (i) the occurrence of a material and adverse change in the Developer's financial condition or operations. 20.3 Cure. If the Developer defaults in the performance of its obligations under this Agreement, the Developer shall have ninety (90) days after written notice of default from the City to cure the default, or such longer period as shall be reasonably necessary to cure such default provided the Developer promptly commences such cure and thereafter diligently pursues such cure to completion (so long as continuation of the default does not create material risk to 14 the Project or to persons using the Project). Notwithstanding the foregoing or any other provision of this Agreement to the contrary: there shall be no notice requirement with respect to Events of Default described in Section 5 (with respect to Outside Closing Date); there shall be no notice requirement or cure period with respect to Events of Default described in Section 13 (Commencement and Completion of Project), Section 16 (Prohibition Against Transfer of Property) and Section 17 (Limitation Upon Encumbrance of Property); and Event of Default Prior to Closing. If an Event of Default occurs prior to the Closing, and the default is not cured in the time period provided for in Section 20.3 above, the City may terminate this Agreement, institute any action or proceeding at law or in equity against the Developer, and retain the Earnest Money and Performance Deposit as liquidated damages. Event of Default After Closing but Before Commencement of Construction. If an Event of Default occurs after the Closing, but before commencement of construction of the Project, and the default is not cured in the time period provided for in Section 20.3 above, the City may retain the Performance Deposit, terminate this Agreement and exercise any and all remedies available to it at law or in equity. Event of Default After Closing and Commencement of Construction but Before Issuance of the MAA/BE Certificate of Completion. If an Event of Default occurs after the Closing and commencement of construction, but prior to the issuance of the MAA/BE Certificate of Completion, and the default is not cured in the time period provided for in Section 20.3 above, the City may retain the Performance Deposit, terminate this Agreement and exercise any and all remedies available to it at law or in equity. Event of Default After Issuance of the MAA/BE Certificate of Completion. If subsequent to the City's issuance of the MAA/BE Certificate of Completion an Event of Default occurs, the City may exercise any and all remedies available to it at law or in equity, other than the right to re-enter the Property and revest title to the City. This Section 20.2 shall not limit or amend the covenants running with the Property as set forth in Section 19. SECTION 21. CONFLICT OF INTEREST; CITY'S REPRESENTATIVES NOT INDIVIDUALLY LIABLE. The Developer represents and warrants that no agent, official or employee of the City shall have any personal interest, direct or indirect, in the Developer, this Agreement, the Property or the Project, nor shall any such agent, official or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, association or other entity in which he or she is directly or indirectly interested. No agent, official or employee of the City shall be personally liable to the Developer or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Developer or successor or with respect to any commitment or obligation of the City under the terms of this Agreement. SECTION 22. INDEMNIFICATION. 15 The Developer agrees to indemnify, defend and hold the City harmless from and against any Losses suffered or incurred by the City arising from or in connection with: (a) the failure of the Developer to perform its obligations under this Agreement; (b) the failure of the Developer or any Agent to pay contractors, subcontractors or material suppliers in connection with the construction and management of the Project; (c) any misrepresentation or omission made by the Developer or any Agent; (d) the failure of the Developer to redress any misrepresentations or omissions in this Agreement or any other agreement relating hereto; and (e) any activity undertaken by the Developer or any Agent on the Property prior to or after the Closing. This indemnification shall survive the Closing or any termination of this Agreement (regardless of the reason for such termination). SECTION 23. ENVIRONMENTAL MATTERS. 23.1 "AS IS" SALE. THE DEVELOPER ACKNOWLEDGES THAT IT HAS HAD ADEQUATE OPPORTUNITY TO INSPECT AND EVALUATE THE STRUCTURAL, PHYSICAL AND ENVIRONMENTAL CONDITION AND RISKS OF THE CITY PARCELS AND ACCEPTS THE RISK THAT ANY INSPECTION MAY NOT DISCLOSE ALL MATERIAL MATTERS AFFECTING THE CITY PARCELS. THE DEVELOPER AGREES TO ACCEPT THE CITY PARCELS IN THEIR "AS IS," "WHERE IS" AND "WITH ALL FAULTS" CONDITION AT CLOSING WITHOUT ANY COVENANT, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, AS TO ANY MATTERS CONCERNING THE CITY PARCELS, INCLUDING WITHOUT LIMITATION: (a) THE STRUCTURAL, PHYSICAL OR ENVIRONMENTAL CONDITION OF THE CITY PARCELS; (b) THE SUITABILITY OF THE CITY PARCELS FOR ANY PURPOSE WHATSOEVER; (c) THE CONDITION OF SOILS, GEOLOGY, AND GROUNDWATER; (d) THE COMPLIANCE OF THE CITY PARCELS WITH ANY APPLICABLE ENVIRONMENTAL LAW; OR (e) THE PRESENCE OR REMOVAL OF HAZARDOUS SUBSTANCES ON, UNDER, OR ABOUT THE CITY PARCELS OR ADJACENT PROPERTY. THE DEVELOPER ACKNOWLEDGES THAT IT IS RELYING SOLELY UPON ITS OWN INSPECTION AND OTHER DUE DILIGENCE ACTIVITIES AND NOT UPON ANY INFORMATION (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL STUDIES OR REPORTS OF ANY KIND) PROVIDED BY OR ON BEHALF OF THE CITY OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. THE DEVELOPER AGREES THAT IT IS THE DEVELOPER'S SOLE RESPONSIBILITY AND OBLIGATION TO PERFORM ANY ENVIRONMENTAL REMEDIATION WORK AND TAKE SUCH OTHER ACTION AS IS NECESSARY TO PUT THE CITY PARCELS IN A CONDITION WHICH IS SUITABLE FOR ITS INTENDED USE. I M^l H Ol II IH 1 . I I IV l_S V ¥ VIW\|.SVI O Wir^UllVI I IV fSKAi N-/I IUiJV 11 IV Wit Jf I Ct I UOlO lO conditioned upon the Developer being satisfied with the condition of the City Parcels for the construction, development and operation of the Project. Upon the Developer's request, the City shall grant the Developer the right, at the Developer's sole cost and expense, to enter the City Parcels, pursuant to an access agreement reasonably acceptable to the City, to inspect the same, perform surveys, environmental assessments, soil tests and any other due diligence the Developer deems necessary or desirable to satisfy itself as to the condition of the City Parcels. If the Developer determines that it is not satisfied, in its sole discretion, with the condition of the City Parcels, the Developer may terminate this Agreement by written notice to the City any time prior to the Closing Date, whereupon the City shall return the Earnest Money and Performance Deposit to the Developer and this Agreement shall be null and void and, except as otherwise specifically provided, neither party shall have any further right, duty or obligation hereunder. If 16 the Developer elects not to terminate this Agreement pursuant to this Section 23.2, the Developer shall be deemed satisfied with the condition of the City Parcels. Release and Indemnification. The Developer, on behalf of itself and the other Developer Parties, or anyone claiming by, through, or under the Developer Parties, hereby releases, relinquishes and forever discharges the City Parties from and against any and all claims for Losses which the Developer or any of the Developer Parties ever had, now have, or hereafter may have, whether grounded in tort or contract or otherwise, in any and all courts or other forums, of whatever kind or nature, whether known or unknown, arising out of or in any way connected with, directly or indirectly (a) any environmental contamination, pollution or hazards associated with the City Parcels or any improvements, facilities or operations located or formerly located thereon, including, without limitation, any release, emission, discharge, generation, transportation, treatment, storage or disposal of Hazardous Substances, or threatened release, emission or discharge of Hazardous Substances; (b) the structural, physical or environmental condition of the City Parcels, including, without limitation, the presence or suspected presence of Hazardous Substances in, on, under or about the City Parcels or the migration of Hazardous Substances from or to other property; (c) any violation of, compliance with, enforcement of or liability under any Environmental Laws, including, without limitation, any Losses arising under CERCLA, and (d) any investigation, cleanup, monitoring, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or other third party in connection or associated with the City Parcels or any improvements, facilities or operations located or formerly located thereon (collectively, "Released Claims"). Furthermore, after the Closing, the Developer shall defend, indemnify, and hold the City Parties harmless from and against any and all Losses which may be made or asserted by any third parties arising out of or in any way connected with, directly or indirectly, any of the Released Claims. The foregoing covenant of release and indemnification shall run with the City Parcels, and shall be binding upon all successors and assigns of the Developer with respect to the City Parcels, including, without limitation, each and every person, firm, corporation, limited liability company, trust or other entity owning, leasing, occupying, using or possessing any portion of the City Parcels under or through the Developer following the date of the Deed. The Developer acknowledges and agrees that the foregoing covenant of release and indemnification constitutes a material inducement to the City to enter into this Agreement, and that, but for such release and indemnification, the City would not have agreed to convey the City Parcels to the Developer. It is expressly agreed and understood by and between the Developer and the City that, should any future obligation of the Developer, or any of the Developer Parties, arise or be alleged to arise in connection with any environmental, soil or other condition of the City Parcels, neither the Developer, nor any of the Developer Parties, will assert that those obligations must be satisfied in whole or in part by the City because this Section 23.3 contains a full, complete and final release of all such claims. Release Runs with the Land. The covenant of release in Section 23.3 shall run with the City Parcels, and shall be binding upon all successors and assigns of the Developer with respect to the City Parcels, including, without limitation, each and every person, firm, corporation, limited liability company, trust or other entity owning, leasing, occupying, using or possessing any portion of the City Parcels under or through the Developer following the date of the Deed. The Developer acknowledges and agrees that the foregoing covenant of release constitutes a material inducement to the City to enter into this Agreement, and that, but for such release, the City would not have agreed to convey the City Parcels to the Developer. It is expressly agreed and understood by and between the Developer and the City that, should any future obligation of the Developer, or any of the Developer Parties, arise or be alleged to arise in 17 connection with any environmental, soil or other condition of the City Parcels, neither the Developer, nor any of the Developer Parties, will assert that those obligations must be satisfied in whole or in part by the City because Section 23.3 contains a full, complete and final release of all such claims. Rehabilitation Work and Removal of Materials from the City Parcels. The Developer shall: (a) perform all rehabilitation work in accordance with all applicable Environmental Laws, (b) dispose of all materials in accordance with all applicable Environmental Laws, (c) maintain documentation evidencing that such disposal was in accordance with all applicable Environmental Laws, and (d) provide copies of such documentation to the City upon request. Survival. This Section 23 shall survive the Closing or any termination of this Agreement (regardless of the reason for such termination). SECTION 24. DEVELOPER'S EMPLOYMENT OBLIGATIONS. 24.1 Employment Opportunity. The Developer agrees, and shall contractually obligate its various contractors, subcontractors and any Affiliate of the Developer operating on the Property (collectively, the "Employers" and individually, an "Employer") to agree, that with respect to the provision of services in connection with the construction of the Project: Neither the Developer nor any Employer shall discriminate against any employee or applicant for employment based upon race, religion, color, sex, national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income as defined in the City of Chicago Human Rights Ordinance, Section 2-160-010 et seg. of the Municipal Code of Chicago, as amended from time to time (the "Human Rights Ordinance"). The Developer and each Employer shall take affirmative action to ensure that applicants are hired and employed without discrimination based upon the foregoing grounds, and are treated in a non-discriminatory manner with regard to all job-related matters, including, without limitation: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Developer and each Employer agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this nondiscrimination clause. In addition, the Developer and each Employer, in all solicitations or advertisements for employees, shall state that all qualified applicants shall receive consideration for employment without discrimination based upon the foregoing grounds. To the greatest extent feasible, the Developer and each Employer shall (i) present opportunities for training and employment of low and moderate income residents of the City, and (ii) provide that contracts for work in connection with the construction of the Project be awarded to business concerns which are located in or owned in substantial part by persons residing in, the City. The Developer and each Employer shall comply with all federal, state and local equal employment and affirmative action statutes, rules and regulations, including, without limitation, the Human Rights Ordinance and the Illinois Human Rights Act, 775 18 ILCS 5/1-101 et seg. (1993), both as amended from time to time, and any regulations promulgated thereunder. The Developer, in order to demonstrate compliance with the terms of this Section 24.1, shall cooperate with and promptly and accurately respond to inquiries by the City, which has the responsibility to observe and report compliance with equal employment opportunity regulations of federal, state and municipal agencies. The Developer and each Employer shall include the foregoing provisions of subparagraphs (a) through (d) in every contract entered into in connection with the construction of the Project, and shall require inclusion of these provisions in every subcontract entered into by any subcontractors, and every agreement with any affiliate operating on the Property, so that each such provision shall be binding upon each contractor, subcontractor or affiliate, as the case may be. Failure to comply with the employment obligations described in this Section 24.1 shall be a basis for the City to pursue remedies under the provisions of Section 20. 24.2 City Resident Employment Requirement. The Developer agrees, and shall contractually obligate each Employer to agree, that during the construction of the Project, the Developer and each Employer shall comply with the minimum percentage of total worker hours performed by actual residents of the City of Chicago as specified in Section 2-92-330 of the Municipal Code of Chicago (at least fifty percent); provided, however, that in addition to complying with this percentage, the Developer and each Employer shall be required to make good faith efforts to utilize qualified residents of the City in both unskilled and skilled labor positions. The Developer and the Employers may request a reduction or waiver of this minimum percentage level of Chicagoans as provided for in Section 2-92-330 of the Municipal Code of Chicago in accordance with standards and procedures developed by the chief procurement officer of the City of Chicago. "Actual residents of the City of Chicago" shall mean persons domiciled within the City of Chicago. The domicile is an individual's one and only true, fixed and ^V/i liiciiiwiil I iui I iu ciiivj ivipCii votCi ksiidl li i Ivl il. The Developer and the Employers shall provide for the maintenance of adequate employee residency records to ensure that actual Chicago residents are employed on the construction of the Project. The Developer and the Employers shall maintain copies of personal documents supportive of every Chicago employee's actual record of residence. The Developer and the Employers shall submit weekly certified payroll reports (U.S. Department of Labor Form WH-347 or equivalent) to DHED in triplicate, which shall identify clearly the actual residence of every employee on each submitted certified payroll. The first time that an employee's name appears on a payroll, the date 19 that the Developer or Employer hired the employee should be written in after the employee's name. The Developer and the Employers shall provide full access to their employment records to the chief procurement officer, DHED, the Superintendent of the Chicago Police Department, the inspector general, or any duly authorized representative thereof. The Developer and the Employers shall maintain all relevant personnel data and records for a period of at least three (3) years after the issuance of the MAA/BE Certificate of Completion. At the direction of DHED, the Developer and the Employers shall provide affidavits and other supporting documentation to verify or clarify an employee's actual address when doubt or lack of clarity has arisen. Good faith efforts on the part of the Developer and the Employers to provide work for actual Chicago residents (but not sufficient for the granting of a waiver request as provided for in the standards and procedures developed by the chief procurement officer) shall not suffice to replace the actual, verified achievement of the requirements of this Section 24.2 concerning the worker hours performed by actual Chicago residents. (i) If the City determines that the Developer or an Employer failed to ensure the fulfillment of the requirements of this Section 24.2 concerning the worker hours performed by actual Chicago residents or failed to report in the manner as indicated above, the City will thereby be damaged in the failure to provide the benefit of demonstrable employment to Chicagoans to the degree stipulated in this Section 24.2. If such non-compliance is not remedied in accordance with the breach and cure provisions of Section 20.3. the parties agree that 1/20 of 1 percent (.05%) of the aggregate hard construction costs set forth in the Budget shall be surrendered by the Developer to the City in payment for each percentage of shortfall toward the stipulated residency requirement. Failure to report the residency of employees entirely and correctly shall result in the surrender of the entire liquidated damages as if no Chicago residents were employed in either of the categories. The willful falsification of statements and the certification of payroll data may subject the Developer and/or the other Employers or employees to prosecution. (j) Nothing herein provided shall be construed to be a limitation upon the "Notice of Requirements for Affirmative Action to Ensure Equal Employment Opportunity, Executive Order 11246" and "Standard Federal Equal Employment Opportunity, Executive Order 11246," or other affirmative action required for equal opportunity under the provisions of this Agreement. (k) The Developer shall cause or require the provisions of this Section 24.2 to be included in all construction contracts and subcontracts related to the construction of the Project. 24.3 Developer's MBEAA/BE Commitment. The Developer agrees for itself and its successors and assigns, and, if necessary to meet the requirements set forth herein, shall contractually obligate the general contractor to agree, that during the construction of the Project: 20 Consistent with the findings which support, as applicable, (i) the Minority-Owned and Women-Owned Business Enterprise Procurement Program, Section 2-92-420 et seg., Municipal Code of Chicago (the "Procurement Program"), and (ii) the Minority- and Women-Owned Business Enterprise Construction Program, Section 2-92-650 et seg., Municipal Code of Chicago (the "Construction Program," and collectively with the Procurement Program, the "MBEAA/BE Program"), and in reliance upon the provisions of the MBEAA/BE Program to the extent contained in, and as qualified by, the provisions of this Section 24.3, during the course of construction of the Project, at least 24% of the aggregate hard construction costs set forth in the budget attached hereto as Exhibit G (such budget, the "MBE/WBE Budget") shall be expended for contract participation by minority-owned businesses and at least 4% of the aggregate hard construction costs set forth in the MBEAA/BE Budget shall be expended for contract participation by women-owned businesses. For purposes of this Section 24.3 only: The Developer (and any party to whom a contract is let by the Developer in connection with the Project) shall be deemed a "contractor" and this Agreement (and any contract let by the Developer in connection with the Project) shall be deemed a "contract" or a "construction contract" as such terms are defined in Sections 2-92-420 and 2-92-670, Municipal Code of Chicago, as applicable. The term "minority-owned business" or "MBE" shall mean a business identified in the Directory of Certified Minority Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a minority-owned business enterprise, related to the Procurement Program or the Construction Program, as applicable. The term "women-owned business" or "WBE" shall mean a business identified in the Directory of Certified Women Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a women-owned business enterprise, related to the Procurement Program or the Construction Program, as applicable. Consistent with Sections 2-92-440 and 2-92-720, Municipal Code of Chicago, the Developer's MBEAA/BE commitment may be achieved in part by the Developer's status as an MBE or WBE (but only to the extent of any actual work performed on the Project by the Developer) or by a joint venture with one or more MBEs or WBEs (but only to the extent of the lesser of (i) the MBE or WBE participation in such joint venture, or (ii) the amount of any actual work performed on the Project by the MBE or WBE); by the Developer utilizing a MBE or a WBE as the general contractor (but only to the extent of any actual work performed on the Project by the general contractor); by subcontracting or causing the general contractor to subcontract a portion of the construction of the Project to one or more MBEs or WBEs; by the purchase of materials or services used in the construction of the Project from one or more MBEs or WBEs; or by any combination of the foregoing. Those entities which constitute both a MBE and a WBE shall not be credited more than once with regard to the Developer's MBEAA/BE 21 commitment as described in this Section 24.3. In accordance with Section 2-92-730, Municipal Code of Chicago, the Developer shall not substitute any MBE or WBE general contractor or subcontractor without the prior written approval of DHED. The Developer shall deliver quarterly reports to the City's monitoring staff during the construction of the Project describing its efforts to achieve compliance with this MBEAA/BE commitment. Such reports shall include, inter alia, the name and business address of each MBE and WBE solicited by the Developer or the general contractor to work on the Project, and the responses received from such solicitation, the name and business address of each MBE or WBE actually involved in the construction of the Project, a description of the work performed or products or services supplied, the date and amount of such work, product or service, and such other information as may assist the City's monitoring staff in determining the Developer's compliance with this MBEAA/BE commitment. The Developer shall maintain records of all relevant data with respect to the utilization of MBEs and WBEs in connection with the construction of the Project for at least five (5) years after completion of the Project, and the City's monitoring staff shall have access to all such records maintained by the Developer, on prior notice of at least five (5) business days, to allow the City to review the Developer's compliance with its commitment to MBEAA/BE participation and the status of any MBE or WBE performing any portion of the construction of the Project. Upon the disqualification of any MBE or WBE general contractor or subcontractor, if the disqualified party misrepresented such status, the Developer shall be obligated to discharge or cause to be discharged the disqualified general contractor or subcontractor, and, if possible, identify and engage a qualified MBE or WBE as a replacement. For purposes of this subsection (e), the disqualification procedures are further described in Sections 2-92-540 and 2-92-730, Municipal Code of Chicago, as applicable. Any reduction or waiver of the Developer's MBEAA/BE commitment as described in this Section 24.3 shall be undertaken in accordance with Sections 2-92-450 and 2-92-730, Municipal Code of Chicago, as applicable. 24.4 Pre-Construction Conference and Post-Closing Compliance Requirements. Not less than fourteen (14) days prior to the Closing Date, the Developer and the Developer's general contractor and all major subcontractors shall meet with DHED monitoring staff regarding compliance with all Section 24 requirements. During this pre-construction meeting, the Developer shall present its plan to achieve its obligations under this Section 24, the sufficiency of which the City's monitoring staff shall approve as a precondition to the Closing. During the construction of the Project, the Developer shall submit all documentation required by this Section 24 to the City's monitoring staff, including, without limitation, the following: (a) subcontractor's activity report; (b) contractor's certification concerning labor standards and prevailing wage requirements; (c) contractor letter of understanding; (d) monthly utilization report; (e) authorization for payroll agent; (f) certified payroll; (g) evidence that MBEAA/BE contractor associations have been informed of the Project via written notice and hearings; and (h) evidence of compliance with job creation/job retention requirements. Failure to submit such documentation on a timely basis, or a determination by the City's monitoring staff, upon analysis of the documentation, that the Developer is not complying with its obligations under this Section 24, shall, upon the delivery of written notice to the Developer, be deemed an Event of Default. Upon the occurrence of any such Event of Default, in addition to any other remedies provided in 22 this Agreement, the City may: (x) issue a written demand to the Developer to halt construction of the Project, (y) withhold any further payment of any City funds to the Developer or the general contractor, or (z) seek any other remedies against the Developer available at law or in equity. SECTION 25. REPRESENTATIONS AND WARRANTIES. 25.1 Representations and Warranties of the Developer. To induce the City to execute this Agreement and perform its obligations hereunder, the Developer represents, warrants and covenants to the City that as of the Effective Date and as of the Closing Date the following shall be true, accurate and complete in all respects: The Developer is a Virginia corporation, validly existing and in good standing under the laws of the State of Virginia and the State of Illinois, with full power and authority to acquire, own and redevelop the Property, and the persons signing this Agreement on behalf of the Developer have the authority to do so. All certifications and statements contained in the Economic Disclosure Statements submitted to the City by the Developer (and any legal entity holding an interest in the Developer) are true, accurate and complete. The Developer's execution, delivery and performance of this Agreement and all instruments and agreements contemplated hereby will not, upon the giving of notice or lapse of time, or both, result in a breach or violation of, or constitute a default under, any other agreement to which the Developer, or any party affiliated with the Developer, is a party or by which the Developer or the Property is bound. No action, litigation, investigation or proceeding of any kind is pending or threatened against the Developer, or any party affiliated with the Developer, by or before any court, governmental commission, board, bureau or any other administrative agency, and the Developer knows of no facts which could give rise to any such action, litigation, investigation or proceeding, which could: (i) affect the ability of the Developer to perform its obligations hereunder; or (ii) materially affect the operation or financial condition of the Developer. The Developer is now and for the term of the Agreement shall remain solvent and able to pay its debts as they mature. The Developer has and shall maintain all Governmental Approvals (including, without limitation, appropriate environmental approvals) necessary to conduct its business and to construct, complete and operate the Project. The Developer is not in default with respect to any indenture, loan agreement, mortgage, note or any other agreement or instrument related to the borrowing of money to which the Developer is a party or by which the Developer is bound. The Project will not violate: (i) any applicable Laws, including, without limitation, any zoning and building codes and Environmental Laws; or (ii) any applicable building permit, restriction of record or other agreement affecting the Property. 23 (i) The Developer will complete the Project using only Equity, and not any third-party financing. Representations and Warranties of the City. To induce the Developer to execute this Agreement and perform its obligations hereunder, the City hereby represents and warrants to the Developer that the City has authority under its home rule powers to execute and deliver this Agreement and perform the terms and obligations contained herein. Survival of Representations and Warranties. Each of the parties agrees that all warranties, representations, covenants and agreements contained in this Section 25 and elsewhere in this Agreement are true, accurate and complete as of the Effective Date and shall survive the Effective Date and be in effect throughout the term of the Agreement. SECTION 26. NOTICES. Any notice, demand or communication required or permitted to be given hereunder shall be given in writing at the addresses set forth below by any of the following means: (a) personal service; (b) facsimile; (c) overnight courier; or (d) registered or certified first class mail, postage prepaid, return receipt requested: If to the City: City of Chicago Department of Housing and Economic Development 121 North LaSalle Street, Room 1000 Chicago, Illinois 60602 Attn: Commissioner With a copy to: City of Chicago Department of Law 121 North LaSalle Street, Room 600 Chicago, Illinois 60602 Attn: Real Estate and Land Use Division If to the Developer: Norfolk Southern Railway Company 1200 Peachtree Street, N.E. 12^th Floor Atlanta, GA 30309 A u» . I: I _ 1 # ll:li /awi. Liiiua v. run With a copy to: Thomas J. Murphy PC 111 W Washington Street Suite 1920 Chicago, IL 60602-2719 Any notice, demand or communication given pursuant to either clause (a) or (b) hereof shall be deemed received upon such personal service or upon confirmed transmission by facsimile, respectively, provided that such facsimile transmission is confirmed as having occurred prior to 5:00 p.m. on a business day. If such transmission occurred after 5:00 p.m. on a business day or on a non-business day, it shall be deemed to have been given on the next business day. Any notice, demand or communication given pursuant to clause (c) shall be deemed received on the 24 business day immediately following deposit with the overnight courier. Any notice, demand or communication sent pursuant to clause (d) shall be deemed received three (3) business days after mailing. The parties, by notice given hereunder, may designate any further or different addresses to which subsequent notices, demands or communications shall be given. The refusal to accept delivery by any party or the inability to deliver any communication because of a changed address of which no notice has been given in accordance with this Section 26 shall constitute delivery. SECTION 27. BUSINESS RELATIONSHIPS. The Developer 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 defined 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 Agreement, 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 Agreement shall be grounds for termination of this Agreement and the transactions contemplated hereby. The Developer hereby represents and warrants that no violation of Section 2-156-030 (b) has occurred with respect to this Agreement or the transactions contemplated hereby. SECTION 28. PATRIOT ACT CERTIFICATION. The Developer represents and warrants that neither the Developer 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. For purposes of this Section 28 only, an "Affiliate" shall be deemed to be a person or entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the Developer, 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. SECTION 29. PROHIBITION ON CERTAIN CONTRIBUTIONS PURSUANT TO MAYORAL EXECUTIVE ORDER NO. 2011-4. 29.1 The Developer agrees that the Developer, any person or entity who directly or indirectly has an ownership or beneficial interest in the Developer of more than 7.5 percent ("Owners"), spouses and domestic partners of such Owners, the Developer's contractors (i.e., any person or entity in direct contractual privity with the Developer regarding the subject matter of this Agreement) ("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 25 spouses and domestic partners of such Sub-owners (the Developer 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 Agreement by the Developer, (b) while this Agreement or any Other Contract (as hereinafter defined) is executory, (c) during the term of this Agreement or any Other Contract, or (d) during any period while an extension of this Agreement or any Other Contract is being sought or negotiated. This provision shall not apply to contributions made prior to May 16, 2011, the effective date of Executive Order 2011-4. The Developer represents and warrants that from the later of (a) May 16, 2011, or (b) the date the City approached the Developer, or the date the Developer approached the City, as applicable, regarding the formulation of this Agreement, no Identified Parties have made a contribution of any amount to the Mayor or to his political fundraising committee. The Developer 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 his political fundraising committee. The Developer 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. Notwithstanding anything to the contrary contained herein, the Developer agrees that a violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this Section 29 or violation of Mayoral Executive Order No. 2011-4 constitutes a breach and default under this Agreement, and under any Other Contract for which no opportunity to cure will be granted, unless the City, in its sole discretion, elects to grant such an opportunity to cure. Such breach and default entitles the City to all remedies (including, without limitation, termination for default) under this Agreement, and under any Other Contract, at law and in equity. This provision amends any Other Contract and supersedes any inconsistent provision contained therein. If the Developer 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 h\/ this Anrpement For purposes of this provision: "Bundle" means to collect contributions from more than one source, which contributions are then delivered by one person to the Mayor or to his political fundraising committee. "Other Contract" means any other agreement with the City to which the Developer 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. 26 "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. SECTION 30. MISCELLANEOUS. The following general provisions govern this Agreement: Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute a single, integrated instrument. Cumulative Remedies. The remedies of any party hereunder are cumulative and the exercise of any one or more of such remedies shall not be construed as a waiver of any other remedy herein conferred upon such party or hereafter existing at law or in equity, unless specifically so provided herein. 27 Date for Performance. If the final date of any time period set forth herein falls on a Saturday, Sunday or legal holiday under the laws of Illinois or the United States of America, then such time period shall be automatically extended to the next business day. Entire Agreement; Modification. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements, negotiations and discussions. This Agreement may not be modified or amended in any manner without the prior written consent of the parties hereto. No term of this Agreement may be waived or discharged orally or by any course of dealing, but only by an instrument in writing signed by the party benefitted by such term. Exhibits. All exhibits referred to herein and attached hereto shall be deemed part of this Agreement. Force Majeure. Neither the City nor the Developer shall be considered in breach of its obligations under this Agreement in the event of a delay due to unforeseeable events or conditions beyond the reasonable control of the party affected which in fact interferes with the ability of such party to discharge its obligations hereunder, including, without limitation, fires, floods, strikes, shortages of material and unusually severe weather or delays of subcontractors due to such causes. The time for the performance of the obligations shall be extended only for the period of the delay and only if the party relying on this section requests an extension in writing within twenty (20) days after the beginning of any such delay. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Headings. The headings of the various sections and subsections of this Agreement have been inserted for convenience of reference only and shall not in any manner be construed as modifying, amending or affecting in any way the express terms and provisions hereof. No Merger. The terms of this Agreement shall not be merged with the Deed, and the delivery of the Deed shall not be deemed to affect or impair the terms of this Agreement. No Waiver. No waiver by the City with respect to any specific default by the Developer shall be deemed to be a waiver of the rights of the City with respect to any other defaults of the Developer, nor shall any forbearance by the City to seek a remedy for any breach or default be deemed a waiver of its rights and remedies with respect to such breach or default, nor shall the City be deemed to have waived any of its rights and remedies unless such waiver is in writing. Severability. If any term of this Agreement or any application thereof is held invalid or unenforceable, the remainder of this Agreement shall be construed as if such invalid part were never included herein and this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law. Successors and Assigns. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall apply to and bind the successors and assigns of the parties. 28 SECTION 31. FAILURE TO MAINTAIN ELIGIBILITY TO DO BUSINESS WITH THE CITY. Failure by Developer 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 grounds for termination of the Agreement and the transactions contemplated thereby. Developer shall at all times comply with Section 2-154-020 of the Municipal Code of Chicago. SECTION 32. INSPECTOR GENERAL AND LEGISLATIVE INSPECTOR GENERAL. It is the duty of every officer, employee, department, agency, contractor, subcontractor, developer and licensee of the City, and every applicant for certification of eligibility for a City contract or program, to cooperate with the City's Legislative Inspector General and with the City's Inspector General in any investigation or hearing undertaken pursuant to Chapters 2-55 and 2-56, respectively, of the Municipal Code of Chicago. The Developer understands and will abide by all provisions of Chapters 2-55 and 2-56 of the Municipal Code of Chicago. SECTION 33. SHAKMAN (i) The City is subject to the May 31, 2007 Order entitled "Agreed Settlement Order and Accord" (the "Shakman Accord") and the August 16, 2007 "City of Chicago Hiring Plan" ( the "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 Shakman Accord and the City Hiring Plan prohibit the City from hiring persons as governmental employees in non-exempt positions on the basis of political reasons or factors. Developer is aware that City policy prohibits City employees from directing any individual to apply for a position with Developer, either as an employee or as a subcontractor, and from directing Developer to hire an individual as an employee or as a subcontractor. Accordingly, Developer must follow its own hiring and contracting procedures, without being influenced by City employees. Any and all personnel provided by Developer under this Agreement are employees or subcontractors of Developer, not employees of the City of Chicago. This Agreement 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 Developer. Developer will not condition, base, or knowingly prejudice or affect any term or aspect to the employment of any personnel provided under this Agreement, or offer employment to any individual to provide services under this Agreement, 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 Agreement, 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 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. (iv) In the event of any communication to Developer by a City employee or City official in violation of Section 33(ii) above, or advocating a violation of Section 33)(iii) above, Developer 29 will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section of the City's Office of the Inspector General ("IGO Hiring Oversight"), and also to the head of the relevant City Department utilizing services provided under this Agreement. Developer will also cooperate with any inquiries by IGO Hiring Oversight or the Shakman Monitor's Office related to the contract. (Signature Page Follows) 30 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on or as of the date first above written. CITY OF CHICAGO, an Illinois municipal corporation By: Andrew J. Mooney Commissioner of the Department of Housing and Economic Development NORFOLK SOUTHERN RAILWAY COMPANY, A Virginia corporation By: Name: Its: THIS INSTRUMENT PREPARED BY, AND AFTER RECORDING, PLEASE RETURN TO: Arthur Dolinsky Senior Counsel City of Chicago, Department of Law 121 North LaSalle Street, Room 600 Chicago, Illinois 60602 (312) 744-0200 31 STATE OF ILLINOIS COUNTY OF COOK ) ) SS. ) I, the undersigned, a Notary Public in and for said County, in the State aforesaid, do hereby certify that Andrew J. Mooney, Commissioner of the Department of Housing and Economic Development of the City of Chicago, an Illinois municipal corporation, 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, as said Commissioner, he signed and delivered the foregoing instrument pursuant to authority given by the City of Chicago as his free and voluntary act and as the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein set forth. GIVEN under my notarial seal this day of , 20 . NOTARY PUBLIC 32 STATE OF GEORGIA ) ) SS. COUNTY OF FULTON ) I, the undersigned, a Notary Public in and for said County, in the State aforesaid, do hereby certify that , the of Norfolk Southern Railway Company, a Virginia for-profit corporation, 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 s/he signed and delivered the foregoing instrument pursuant to authority given by said corporation, as her/his free and voluntary act and as the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. GIVEN under my notarial seal this day of , 20 . NOTARY PUBLIC 33 (sub) EXHIBIT A to Redevelopment Agreement LEGAL DESCRIPTION OF CITY PARCELS (SUBJECT TO FINAL SURVEY AND TITLE COMMITMENT) [Attached] EXHIBIT A PARCEL 1: THE EAST 10 FEET OF LOT 9, AND ALL OF LOTS 10, 11, 12, 13, 14, 32, 38, 59, 62, 63, 64, 65, 66, 67 AND THE NORTH 75 FEET OF LOTS 70, 71 AND 72 IN BLOCK 1; AND LOTS 1, 2, 3, 4, 33, 38, 42, 52, 53, 55, 57, 58, 59, 60, 65 AND 66 IN BLOCK 2, ALL IN MILLER AND RIGDON'S SUBDIVISION OF OUTLOT OR BLOCK 29 (EXCEPT THE NORTH 134 FEET THEREOF) IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, LYING EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs525, 531, 535 and 537 West Garfield Boulevard 518 and 532 West 56th Street Chicago, Illinois 6062120-16-104-005 20-16-104-008 20-16-104-006 20-16-104-021 20-16-104-007 20-16-104-027416, 430 and 440 West 56th Street 453 West Garfield Boulevard Chicago, Illinois 6062120-16-105-026 20-16-105-030 20-16-105-035 20-16-105-044503, 515, 519, 521, 523, 527 and 535 West 56th Street Chicago, Illinois 6062120-16-106-006 _9ni._infim920-16-106-009 20-16-106-010 20- 6- 06-0 20-16-106-011 ²⁰-¹⁶-¹⁰⁶-⁰¹⁵413, 415, 427, 431, 433, 435, 439, 445 and 447 West 56th Street Chicago, Illinois 6062120-16-107-005 _901fiin7m920-16-107-006 20-6-07-0 2 20-16-107-008 20-6-07-On 20-16-107-010 20-6- 07-0 8 20-16-107-011 20-¹⁶-107-019 -1- PARCEL 2: LOTS 3, 4, 10, 11, 12 AND 17 IN BLOCK 1; LOT 14 IN BLOCK 2; LOTS 8 AND 9 IN BLOCK 3; AND LOTS 9 AND 12 IN BLOCK 4, ALL IN H. C. MOREY'S SUBDIVISION OF THE NORTH '/₂ OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs536 West Tremont Avenue Chicago, Illinois 6062120-16-106-022402, 404, 418, 422, 424 and 436 W. Tremont Avenue Chicago, Illinois 6062120-16-107-030 20-16-107-037 20-16-107-035 20-16-107-043 20-16-107-036 20-16-107-044521 and 523 West Tremont Avenue 520 West 56th Place Chicago, Illinois 6062120-16-108-010 20-16-108-019 on 1 f. 1 no pm421 and 425 West Tremont Avenue Chicago, Illinois 6062120-16-109-012 20-16-109-015 PARCEL 3: THE EAST V₂ OF LOT 15, THE EAST '/₂ OF LOT 16, AND ALL OF LOT 17 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH '/₂ OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs520, 524, 530 and 532 West 57th Street Chicago, Illinois 6062120-16-110-028 20-16-110-029 20-16-110-031 20-16-110-033 -2- PARCEL 4: LOT 2 IN HANSON'S SUBDIVISION OF LOT 12 AND THE EAST '/₂ OF LOT 13 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH 1/2 OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressPIN5668 South Normal Boulevard Chicago, Illinois 6062120-16-110-038 PARCEL 5: LOTS 3, 4, 11, 14, 15 AND 19 IN B. F. JACOB'S RESUBDIVISION OF THE NORTH V₂ OF BLOCK 2 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH '/₂ OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs5655 South Normal Boulevard 405, 407, 423, 431 and 433 West 56th Place Chicago, Illinois 6062120-16-111-001 20-16-111-013 20-16-111-009 20-16-111-020 20-16-111-010 20-16-111-021 PARCEL 6: THE SOUTH 50 FEET OF LOT 12, THE EAST V₂ OF LOT 19, AND ALL OF LOTS 20 AND 21 IN BLOCK 2 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH 1/2 OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs5675 South Normal Boulevard 406 and 412 West 57th Street Chicago, Illinois 6062120-16-111-025 20-16-111-039 20-16-111-043 -3- PARCEL 7: THE WEST 60 FEET OF THE EAST 90 FEET OF LOT 4, THE NORTH 30 FEET OF THE SOUTH 60 FEET OF LOT 5 (EXCEPT THAT PART TAKEN FOR STREET), THE NORTH 45 FEET OF THE WEST 4/5 OF LOT 6 (EXCEPT THAT PART TAKEN FOR STREET), THE WEST 24 FEET OF LOT 7, THE EAST '/₂ OF THE EAST V₂ OF LOT 8, LOT 9 (EXCEPT THE EAST 49 FEET THEREOF), THE EAST 25 FEET OF THE WEST 75 FEET OF LOT 14, LOT 15 (EXCEPT THE NORTH 97 FEET AND THE EAST 33 FEET THEREOF), THE WEST 20 V* FEET OF LOT 24, ALL OF LOT 25, AND THE WEST 30 FEET OF LOT 32 IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs425, 519, 521 and 539 West 57th Street 5700 and 5720 South Normal Boulevard 514 West 57th Place Chicago, Illinois 60621lt\t <~ns 20-16-116-0355707 South Normal Boulevard 439 and 443 West 57th Street Chicago, Illinois 6062120-16-117-003 20-16-117-006 20-16-117-007542 West 58th Place Chicago, Illinois 6062120-16-118-0155725 and 5735 South Normal Boulevard Chicago, Illinois 6062120-16-119-001 20-16-119-002 PARCEL 8: LOT 5 IN WALDRON'S SUBDIVISION OF LOT 23 IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressPIN435 West 57th Place Chicago, Illinois 6062120-16-119-007 -4- PARCEL 9: LOTS 4, 5, 6, 7 AND 8, AND THAT PART OF LOTS 2 AND 3 DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID LOT 3, THENCE SOUTHWARDLY ALONG THE WESTERLY LINE OF SAID LOT 3 TO THE SOUTHWESTERLY CORNER OF SAID LOT 3, THENCE NORTHEASTWARDLY TO A POINT IN THE EASTERLY LINE OF SAID LOT 3, THENCE NORTHEASTWARDLY 87 FEET SOUTH OF THE NORTHEASTERLY CORNER OF SAID LOT 3, THENCE NORTHEASTWARDLY TO THE NORTHEASTERLY CORNER OF SAID LOT 2, THENCE WESTERWARDLY ALONG THE NORTHERLY LINE OF SAID LOTS 2 AND 3 TO THE POINT OF BEGINNING, IN BLOCK 1 IN WARDER'S SUBDIVISION OF OUTLOT 32 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, LYING EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, AND ALL OF LOTS 3, 4, 5, 6, 7, 8 AND 9 (EXCEPT THE WEST 25 FEET THEREOF), AND THAT PART OF LOT 14 LYING WEST OF A LINE DRAWN FROM A POINT ON THE NORTH LINE OF SAID LOT 14, 51 FEET 8 INCHES EAST OF THE NORTHWEST CORNER THEREOF TO A POINT ON THE SOUTH LINE OF SAID LOT 14, 51 FEET 6 Vi INCHES EAST OF THE SOUTHWEST CORNER OF SAID LOT 14 IN BLOCK 3 IN WARDER'S SUBDIVISION OF OUTLOT 32 AFORESAID. AddressesPiNs411, 427, 435 and 439 West 58th Street Chicago, Illinois 6062120-16-125-002 20-16-125-003 20-16-125-004 20-16-125-010513, 519 and 547 West 58th Place 538 West 59th Street Chicago, Illinois 6062120-16-126-002 20-16-126-003 20-16-126-004 20-16-126-012 PARCEL 10: LOTS 8 AND 12 IN FREDERICK B. CLARKE'S SUBDIVISION OF LOTS 11 TO 15 IN BLOCK 4 IN WARDER'S SUBDIVISION OF OUTLOT 32 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs426 and 436 West 59th Street Chicago, Illinois 6062120-16-127-010 20-16-127-014 -5- PARCEL 11: ALL THAT TRIANGULAR SHAPED PARCEL OF LAND SITUATED IN THE CITY OF CHICAGO, COUNTY OF COOK AND STATE OF ILLINOIS, BEING PARTS OF LOTS 1 TO 11, INCLUSIVE, IN BLOCK 1 OF WRIGHT, EMBREE ANY AYERS' SUBDIVISION OF OUTLOT OR BLOCK 33 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN BOUND AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT WHERE THE EASTERLY LINE OF AN ALLEY, 18 FEET WIDE, MEETS THE SOUTHERLY LINEOF 59 STREET, 66 FEET WIDE, SAID BEGINNING POINT BEING ALSO WHERE THE SOUTHWESTERLY LINE OF THE RELOCATED PORTION OF STEWART AVENUE, 33 FEET WIDE, MEETS SAID SOUTHERLY LINE OF 59 STREET; EXTENDING FROM SAID BEGINNING POINT THE FOLLOWING THREE COURSES AND DISTANCES: (1) SOUTHEASTWARDLY, ALONG SAID SOUTHWESTERLY LINE OF THE RELOCATED PORTION OF STEWART AVENUE, 279.5 FEET TO AN ANGLE POINT IN SAID STEWART AVENUE, BEING IN THE SOUTHERLY LINE OF SAID LOT 11; (2) WESTWARDLY ALONG SAID SOUTHERLY LINE OF LOT 11, A DISTANCE OF 91 FEET TO SAID EASTERLY LINE OF ALLEY; AND (3) NORTHWARDLY ALONG THE SAME, 264 FEET TO THE PLACE OF BEGINNING; ALSO LOT 13 (EXCEPT THE EAST 33 FEET THEREOF), THE WEST 91 FEET OF LOT 20, LOT 24, THE NORTH 6 FEET OF LOT 36, LOT 37, THE NORTH 18 FEET OF LOT 39, THE SOUTH 14 FEET OF LOT 40, ALL OF LOTS 44, 46, 48 AND 50 IN BLOCK 1; THE WEST 99 FEET OF LOTS 1 TO 4, THE SOUTH 12 FEET 10 INCHES OF LOT 7, THE NORTH 12 FEET OF LOT 8, THE SOUTH 12 FEET OF LOT 9, ALL OF LOTS 10, 11 AND 12, THE NORTH 6 FEET OF LOT 13, THE SOUTH 11 FEET OF LOT 23, AND ALL OF LOTS 24, 25, 26 AND 40 IN BLOCK 2; THE SOUTH 3 FEET OF LOT 1, ALL OF LOT 8, THE SOUTH 3 FEET OF LOT 12, ALL OF LOT 13, THE NORTH 6 FEET OF LOT 14, ALL OF LOT 48, AND THE SOUTH 4 FEET OF LOT 49 IN BLOCK 3; AND LOTS 1, 2, 3, 4, 5, 6, 7, 8, 9 AND THE NORTH 24 FEET OF LOT 10 IN BLOCK 4, ALL IN WRIGHT, EMBREE ANY AYERS' SUBDIVISION OF OUTLOT OR BLOCK 33 OF SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. -6- AddressesPINs5900, 5916, 5918 and 5920 South Parnell Avenue Chicago, Illinois 6062120-16-303-003 20-16-303-004 20-16-303-005 20-16-303-0065911 South Parnell Avenue 5916 and 5926 South Normal Boulevard Chicago, Illinois 6062120-16-304-006 20-16-304-028 20-16-304-0325931 South Normal Boulevard 425 West 59th Street 5916, 5920, 5924, 5926, 5954 and 5960 South Eggleston Avenue Chicago, Illinois 6062120-16-305-012 20-16-305-031 20-16-305-023 20-16-305-032 20-16-305-028 20-16-305-040 20-16-305-030 20-16-305-0415907, 5911, 5915, 5921, 5931 and 5939 South Eggleston Avenue 5910, 5928, 5946 and 5954 South Stewart Avenue Chicago, Illinois 6062120-16-306-002 20-16-306-014 20-16-306-004 20-16-306-032 20-16-306-006 20-16-306-039 20-16-306-008 20-16-306-043 20-16-306-012 20-16-306-049 PARCEL 12: LOTS 1 AND 2 IN KESSLER BROTHERS' RESUBDIVISION OF LOTS 27, 28, 29, 30, 31, 32 AND 33 IN SUBDIVISION OF BLOCK 2 IN THE SUBDIVISION OF OUTLOT 33 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressPIN446 West 60th Street Chicago, Illinois 6062120-16-305-022 PARCEL 13: LOTS 36, 46 AND 47 (EXCEPT THAT PART OF LOT 47 CONVEYED TO LUC1AN L. GILBERT, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF LOT 47, THENCE WEST ON THE LINE OF ALLEY 8 ^l/₂ FEET; THENCE SOUTHERLY ON A CURVE TO THE LEFT RADIUS OF 851 3/10 -7- FEET FROM A TANGENT 33 FEET WEST OF AND PARALLEL WITH STEWART AVENUE TO THE SOUTHEAST CORNER OF LOT 47, THENCE NORTH ON THE WEST LINE OF LOT 48 TO THE PLACE OF BEGINNING) IN GUNN'S SUBDIVISION OF BLOCK 1 IN CLOUGH AND BARNEY'S SUBDIVISION OF LOTS 34 AND 35 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs402 and 428 West 60th Place Chicago, Illinois 6062120-16-312-028 20-16-312-036 PARCEL 14: LOT 3 AND THE EAST >/₂ OF LOT 4 IN H. A. HURLBUT'S SUBDIVISION OF BLOCKS 3 AND 4 IN CLOUGH AND BARNEY'S SUBDIVISION OF OUTLOTS OR BLOCKS 34 AND 35 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressPIN407 West 60th Place Chicago, Illinois 6062120-16-314-016 -8- (sub) EXHIBIT B to Redevelopment Agreement PROPERTY INDEX NUMBERS OF DEVELOPER PARCELS AND MAP IDENTIFYING DEVELOPER PARCELS (SUBJECT TO FINAL SURVEY AND TITLE COMMITMENT) [Attached] 11 PINAddress7 V: 20-16-1.04-002 j,545^W,est:Garfje\|d_i:B^20-16-104-003543 West Garfield Boulevard:."-$!: »20t16-1P4-004'K . ^:>.'^! ¹541: West Garfield Boulevard '20-16-104-009523 West Garfield Boulevard 20-16-104-010519 West Garfield Boulevard20-16-104-011517 West Garfield Boulevardv: .20-16-104-012/:511.-13 West Garfield Boulevard ^:>f20-16-104-013509 West Garfield Boulevardff - -_; _;. .20-16-1.04-014- -507 West Garfield Boulevard20-16-104-015501 West Garfield Boulevard.20-16-104-01 ? ,546-West 56th,Street ,,. ■4--'-;^20-16-104-018542 West 56th StreetV^::^;V! -20-16-104-019i^v :.536 Wesf56th Street s-_: ^J'.' ■20-16-104-020536 West 56th Street1 : 20-16-104-022. -. :530 West 56th Street20-16-104-023528 West 56th Street20-16-104-024 . _:.524: West56tffiStre>t--720-16-104-025522 West 56th Street 20-16-104-026520 West 56th Street 20-16-104-028514 West 56th Street,v,'; .20-16-104-029/;512 .West 56th Street.-^ -'>< . -,i >> i20-16-104-030510 West 56th Street<r.s)!r. ^20-16^104-031 ' ■»'508-West 56th'Street ^:i '20-16-104-032506 West 56th StreetI _: I V20-1.6-104-033,.500 West 56th Street ,;. ,. , 20-16-104-034Rail^V;^;'e20-16-104-035^ '553 West Garfield Boulevard20-16-104-036Rail"'I ^:r-20-16-104-037 " "546 West 56th Street "20-16-105-003445 West Garfield Boulevard:. V y 20-16-105-004 ,443;WestGa'rfield'Boulevard ■20-16-105-005441 West Garfield BoulevardW^T 20-1.6-105-006T-':439 West Garfield Boulevard20-16-105-007435 West Garfield Boulevard;. .:;t'."i2P-16-105-008;;,), :433 West Garfie\|d,Boulevard* _;iv.;i\l20-16-105-009431 West Garfield Boulevard^;V?F':2p:i6-105-010^-427'West Garfield Boulevard : .■ ^;!20-16-105-011425 West Garfield Boulevard" : .20-16-105-012 /a:423 West Garfield Boulevard 20-16-105-013421 West Garfield Boulevardt::.::a 20-1.6-105-014^ Ss,419 .West Garfield Boulevard20-16-105-015415 West Garfield Boulevard20-16-105-016^3'j-West'Gaffie.rd Boulevard '-y :20-16-105-017407 West Garfield Boulevard^aiI0Jl-61P[5\|fll8409 West Garfield Boulevard ,.>;_: ;_;;20-16-105-019405 West Garfield Boulevard403 West Garfield Boulevard T20-16-105-023446 West 56th Street:-20-16v105r024 .444 West 56th Street . , ,.20-16-105-025442 West 56th Street^/:;i;v20?167l 0.5-027 ->436 West 56th Street >r ?■ \iW OOOOOOPage 1 0000002/6/2013 PINAddress20-16-105-031426 West 56th Street '. 20-16-105-032424 West 56th Street '.20-16-105-033424 West 56th Street,\ -20-16-105-034420 West 56th Street20-16-105-036412 West 56th Street 20-16-105-037412 West 56th Street- ,,, . . [■ v.20-16-105-038410 West 56th Street,^i^2u-16^.05#39. ■406Meist'56th_;Street'r.¹-'',_T'-;--.: ^::20-16-105-040404 West 56th Street■.]■;■. 20;-16-105-041 ' ' .-402 West 56th.Street v;-"^:''': '."20-16-105-042400 West 56th StreetV " 20-16-105-043 .400 West 56th Street20-16-105-046434 West 56th Street: 20-16-105-047 .432 West 56th Street . - " _;"".20-16-105-048450 West 56th Street.: ^; '20-16-105-04.9 5525 South Normal Avenue20-16-106-001547 West 56th Streetf; 20-16-106-002543 West 56th Street,-. - .20-16-106-003541 West 56th StreetiTv v 20^.6^06^004- ^; ,.K.'ia-XMac* KCtl-v-C»'<a«» *J-.-.»...20-16-106-005537 West 56th Street;> ., 20-16-106^007 ; '53;1']West56th,Street,;;?.; \ '. "A: A.20-16-106-008529 West 56th Street■ ■ : : 20-16-106-016 :5608 South Normal Avenue ^; '20-16-106-0175614 South Normal Avenue! " 20r16-106-019 . '544 West Tremont Street20-16-106-020540 West Tremont Street'.'■ 20r16-106-021538 West Tremont Street ',.,'.'■ 'V ■20-16-106-023532 West Tremont Street- 20-16-1.06-024. , .530 West Tremont Street . ■/ \* >■20-16-106-025528 West Tremont Street>.-^^^20-rl_r6yp6^26;^_;-..524.WesW.re#6dK.Street20-16-106-027522 West Tremont Street. :\ ,20-16^1.06,028.520-VyestTremont;streStH':'.^v■>",;.20-16-106-029518 West Tremont Street20r16-106-030 :514 West Tremont Street ' 20-16-106-0315616 South Normal AvenueWmU- 201 ©fl 06^032^Pls::/5620 Sputh Normal Avenue20-16-106-033508 West Tremont Street#isi>,T;;v20S16-106-034511 West 56th Street 20-16-106-035509 West 56th Street-20-16-106-036Rail. \ >-;-'. , ,_: _;20-16-106-037545 West 56th Street- . ...>20-16^06-038 ;Rail --: ■ ■'\h AH20-16-106-0395621 South Wallace Street vV'^I 20_:16>i;07-002, .'. . . ^:"5607-South¹ Normal Avenue.- .20-16-107-0035609 South Normal Avenue ,20-16-107-004/.5611 South Normal.Ayenue ■ A.20-16-107-007443 West 56th Street_:-^i?^;2Oj1-6M.O7^0O9,.\|\|ii:»^:i437"West-56th;StreW^;%:/ ■ ^rm,20-16-107-014425 West 56th Street OOOOOOPage 2 0000002/6/2013 PINAddress' ; 20-16-107-015 v'.423 West 56th. Street - -\ v20-16-107-016421 West 56th Street2016-107-017?!?Z& ■}<■4'17}West'56th!Street > ' APK20-16-107-020411 West 56th Street#.^^.20-1.6-107-021 '407 West 56th' Street .': > "^■^v20-16-107-022405 West 56th Street20-16-107-023-403 West 56th Street20-16-107-024401 West 56th Street20-16-107-027.5621 South Normal Avenue ..20-16-107-028444 West Tremont Street; By, r > 20-16-107-029,- ;440 West Tremdht'Street 20-16-107-031434 West Tremont StreetIliiff20r16,107-032^^ - -;432Mest^reMnt?Street^r' \ ^A20-16-107-033430 West Tremont Street:"i {r^oyi 6-1.07-034'.-:426 West Tremont Street: . -. ; - '£^::20-16-107-038416 West Tremont Street20-16-107-039414 WestMrlmdnt; Street20-16-107-040412 West Tremont Street^^20-16-107-041.,; V, '410.WestT/r^f\|pn.t?S}fiE?et % -V ■'20-16-107-042406 West Tremont StreetA ,20-16-107^045?;^;vt';,400iW.e\|tMMnMEil§fe.#«-. , jJ'AtJMv20-16-107-0465601 South Normal Avenue'20-16-107-047,^: A-■5605 South Norma! 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'. y-i'20-16-111-028434 West 57th Streetr 20-16-111-029". v430 West 57th Street20-16-111-030428 West 57th Street'£ .; 20-16-111-031 ;424 West 57th Street .20-16-111-032416 West 57th Street.-&7; 20.-16-111-033 , . : .414 West 57th Street ,;"ⁿVf\.20-16-111-041401 West 56th Place. 20-16-111-042400 West 57th Street , -fv20-16-111-046401 West 56th Place 20-16-111-047 % .400 West 57th Street.-.,': .' -? ■■20-16-116-004537 West 57th Street20-1.6-116-005533 West 57th Street20-16-116-006531 West 57th Streetm ■ . 20-16-116-007 ;,; .527:West 57th Street; ' :i20-16-116-008525 West 57th Street20-16-116-011 ' 517 West 57th Street . 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' ■'_: OOOOOOPage10 0000002/6/2013 (sub) EXHIBIT C to Redevelopment Agreement LEGAL DESCRIPTION OF CHA PARCELS (SUBJECT TO FINAL SURVEY AND TITLE COMMITMENT) MAM-200900-6010.0 THE WEST HALF OF LOT 3 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO THE EAST HALF OF LOT 3 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO THE WEST HALF OF LOT 4 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14. EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO THE EAST HALF OF LOT 4 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO THE WEST HALF OF LOT 5 IN BLOCK 1 IN SPRINGER AND PIERCES SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO EAST HALF (E.112) OF LOT FIVE (5) IN BLOCK ONE (1) IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF (S.1/2) OF THE OUT LOT THIRTY (30) IN THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION SIXTEEN (16), TOWNSHIP THIRTY-EIGHT (38) NORTH, RANGE FOURTEEN (14), EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-110-043 MAM-2009C0-6011.0 LOT 6 IN PIERCES RESUBDIVISION OF LOTS 6 TO 11 INCLUSIVE IN BLOCK 1 IN SPRINGER AND PIERCES SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. iii AND LOT 7 IN PIERCES RESUBDIVISION OF LOTS 6 TO 11 INCLUSIVE IN BLOCK 1 IN SPRINGER AND PIERCES SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AND LOTS 8 AND 9 IN PIERCE'S SUBDIVISION OF LOTS 6 TO 11 INCLUSIVE, IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 36 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AND LOTS NUMBERED TEN (10) ELEVEN (11) TWELVE (12) AND THIRTEEN (13) IN PIERCE'S RE-SUBDIVISION OF LOTS SIX (6) TO ELEVEN (11) INCLUSIVE IN BLOCK ONE (1) OF SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF (S 1/2) OF LOT THIRTY (30) IN THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION SIXTEEN (16) IN TOWNSHIP THIRTY-EIGHT (38) NORTH, RANGE FOURTEEN (14) EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-110-044 MAM-2009C0-6055.0 THE EAST 50 FEET OF LOT 19 IN SUBDIVISION OF LOT 31 OF THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-117-029 MAM-2009C0-6056.0 ALL THAT PART OF THE VACATED ALLEY LYING WEST OF AND ADJACENT TO LOTS ONE (1) AND TWENTY (20) IN EMMA ROSENMERKEL'S SUBDIVISION OF BLOCK THIRTY-ONE (31) IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION (16) TOWNSHIP 38 N., RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-117-030 MAM-2009C0-6057.0 LOT 20 (EXCEPT THE EAST 33 FEET MORE OR LESS) IN SUBDIVISION OF LOT 31 OF THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-117-031; 20-16-117-032 MAM-2009C0-6059.0 iv LOT 1 (EXCEPT THE EAST 33 FEET THEREOF) IN SUBDIVISION OF LOT 31 OF THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-117-033; 20-1 6-1 17-016 MAM-2009C0-6060.0 LOTS 1, 2, 3, 4, 5 AND 6 IN H. WALLACE CARTER'S RESUBDIVISION OF LOT 18, LOT 19 (EXCEPT THE EAST 50 FEET) IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-117-034 MAM-2009CO-6061.0 LOT 2 IN SUBDIVISION OF LOT 31 OF THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO LOT 3 (EXCEPT THE WEST 20 FEET DEDICATED FOR ROADWAY) IN SUBDIVISION OF LOT 31 AND OF THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO ALL THAT PART OF THE VACATED ALLEY LYING SOUTH OF AND ADJACENT TO THE ABOVE PARCELS TAKEN AS A TRACT. SITUATED IN THE COUNTY OF COOK AND STATE OF ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-117-035 MAM-2009C0-6064.0 LOT 22 (EXCEPT THE WEST 25 FEET THEREOF DEDICATED FOR ROADWAY) IN SUBDIVISION OF LOT 31 OF THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO ALL THAT PART OF THE NORTH 1/2 OF THE VACATED ALLEY LYING SOUTH OF AND ADJACENT TO THE ABOVE DESCRIBED PARCEL. ALSO ALL THAT PART OF VACATED 57TH PLACE LYING NORTH OF AND ADJACENT TO SAID LOT 22, EXCEPT THE WESTERLY 25 FEET THEREOF. SITUATED IN THE COUNTY OF COOK AND STATE OF ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-119-012-0000 v MAM-2009C0-6065.0 LOT 21, EXCEPT THE EAST 33 FEET, +/-, THEREOF, IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO ALL THAT PART OF THE VACATED ALLEY LYING WEST OF AND ADJACENT TO SAID LOT 21. ALSO ALL THAT PART OF VACATED 57TH PLACE LYING NORTH OF AND ADJACENT TO SAID LOT 21 AND THE VACATED ALLEY LYING WEST OF LOT 21. SITUATED IN THE COUNTY OF COOK AND STATE OF ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-119-013-0000 MAM-2009C0-6066.0 LOT 39 (EXCEPT THE WESTERLY 25 FEET THEREOF DEDICATED FOR ROADWAY) IN SUBDIVISION OF LOT 31 OF THE SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO ALL THAT PART OF THE SOUTH 1/2 OF THE VACATED ALLEY LYING NORTH OF AND ADJACENT TO THE ABOVE DESCRIBED PARCEL. SITUATED IN THE COUNTY OF COOK AND STATE OF ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-119-026 MAM-2009C0-6067.0 LOT 40 (EXCEPT THE EASTERLY 33 FEET THEREOF) IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEE'S SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THiRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO ALL THAT PART OF THE VACATED ALLEY LYING WEST OF AND ADJACENT TO LOT 40. SITUATED IN THE COUNTY OF COOK AND STATE OF ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-119-027-0000 MAM-2009C0-6068.0 vi LOTS 6, 7 AND 8 IN BLOCK 2 IN WARDER'S SUBDIVISION OF LOT 32 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-124-002-0000 MAM-2009C0-6069.0 LOTS 2, 3, 4, AND 5 IN BLOCK 2 IN WARDER'S SUBDIVISION OF LOT 32 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-124-003-0000 MAM-2009C0-6070.0 LOT 1 IN BLOCK 2 IN WARDER'S SUBDIVISION OF LOT 32 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-124-004-0000 vii (sub) EXHIBIT D to Redevelopment Agreement NARRATIVE DESCRIPTION OF PROJECT The Developer will utilize the Property for an expansion to its existing intermodal facility and for other related railroad facilities. The Project will occupy approximately 84 acres between W. Garfield Blvd. and W. 60^th Street and will include: the demolition of acquired structures, construction of trailer and container parking lots, addition of tracks and related appurtenances, construction of new and rehabilitation of existing street overpasses, construction of buildings and a truck entrance/exit. It is anticipated that the Project will take approximately 10 years to complete. The First Phase consists generally of grading, paving, and other work to build approximately 330 trailer and container parking spots linked to Developer's existing intermodal facility via an existing bridge over W. Garfield Blvd. The First Phase also includes the construction of a new connection track between the Developer's main tracks and a Developer track located adjacent to the METRA main tracks by using an existing rail bridge over S. Normal Blvd., and the construction of a new wye track leading between the new connection track and Developer's main tracks. Phase 2 of the Project consist generally of grading, paving, and other work necessary to build additional trailer and container parking spots between W. Garfield Blvd. and W. 59^th Street. Phase 3 of the Project consists generally of a further parking expansion (to the south and east of the Phase 2 parking area), the construction of new loading and unloading tracks south of W. Garfield Blvd., the installation of a supplemental intermodal facility truck entrance / exit off of W. 59^th Street, and the construction of new track and road bridges over W. Garfield Blvd. and W. 59^th Street. The relocation of the connection track and wye track built in the First Phase may also be necessary. The design plans for Phases 2 and 3 are in a conceptual stage, and are subject to revision based on commercial needs, funding availability, and engineering considerations. Vlll (sub) EXHIBIT D-1 to Redevelopment Agreement FIRST PHASE PROJECT AREA [Attached] IX NORTH-OF-GARFIELD PARKING UNDER CONSTRUCTION NS YARD OFFICE REUSE TWO BRIDGE SPANS FOR TRUCK TRAFFIC INSTALL LANDSCAPING ALONG GARFIELD BLVD PROPOSED LEAD TRACK REALIGNMENTS PROPOSED TRAILER PARKING 57th & NORMAL LOT EX. NS MAINLINES EX. NS YARD TRACKS CV UCTDA MAIKI1 IklCTO EX. NS YARD TRACKS CLOSE 58th STREET REMOVE BRIDGE PROPOSED WYE TRACK PROPOSED CONNECTION TRACK FOR YARD TRAINS ONLY PROPOSED PROPERTY LINE FOR INITIAL EXPANSION SOUTH OF GARFIELD 200 SCALE :1"=400' DO NOT SCALE THIS DRAtING FOR DIMENSIONS HOT GIVEN SHEET 10F 1 NORFOLK SOUTHERN NORFOLK SOUTHERN RAILWAY CO. OWNING COMANY TL^ANTA^A DEARBORN DIVISION OPERATING DIVISION OFFICE Iff IMTJjj^f ENGINEER - DESIGN AND CONSTRUCTION - ATLANTA. Gt. EjjJGN^ANDJONSTRy^ DESCRIPTION CHICAGO, IL* USE EX. BRIDGE CD-516 47th STREET INTERMODAL FACILITY-SOUTH OF GARFIELD rfrfj. . PHASE OF SITE DEVELOPMENT pLE~rosT~ WAVING NUMBER TA-2012-05 R1 JSM ''" ^wo- D7605 f^m 3202057 P jsm ^:,Lt ^Mo- BLD0006882 05/22/12 (sub) EXHIBIT E to Redevelopment Agreement STREETS AND ALLEYS TO BE VACATED (SUBJECT TO FINAL SURVEY AND TITLE COMMITMENT) [To come] x 66 jam mfTza&t+jHjfjtM x: d- Ktt»¥ »f »'0~«ti ***** "I-'* E.SfeN.WJ4 SEC. 16-38-14. 66 JO* TttffTtfJSu fS/SJ9H %: J/mt Si,-, JU ./ XT V/3 Ate A> V~t- ' i -3-1 -fS^ifltM _ "g: OMAHA, 4 -f AUA-.ll "N' 4t.jtjt* i«9tn-N> Oot.ttiati E.&.N.VIW SEC. 16-38-14. W. GARFIELD *hC^i-inrftaC.t^.fC^.j. Eft J 1,1111 66 ->.//.»< 7TfSJ-J Tr^.iSU^ "B- r . -r ^ ^ j X- " ' " ■d:** * X-/ 7mA* x* fc *f . -Tw-wAtXJ Xi .Si,.// "' Xj ./A* JAi.jL~ XJ ,fK>l~JUJt5TSu ./ V-J/ f Jr,Jt_nm/ii W-_ri X y <W.^i J. r w ''-^■ AMrf<i JU Jibuti "KT Hr'Jbr » KjJ~i &A40.n~)/k* *VJ<J r^/w, x* -/«* <"-JW «... * V- x» -/i^ j/Aw x* ^-m: A. //r-.ta H* t. Sfiit* . _ . _ _ . M- ■0' fc'& wm era _* 'P' ■a* ■5' T" V' Ml E.&N.WJ4 SEC. 16-38-14. 70 *E.7,§W.fc_>5EC.l6.38. 14-. SCHOOL TRUSTEES JtiSQrJfCSMM OVA/ <U».** r+ fim VMM i-HMmf?tf*S 6" A slip M. MMgJl.AJU&tMtttS Mr* ri*^X"+~* 1 etl\.jBMttt >" tin Ai/iWitiM^* y «b. M+,M mit?jrw 3'' #«■ Or* ts.rn)t tif-TM) Ar. tuxxy4* (sub) EXHIBIT F to Redevelopment Agreement CONCEPTUAL PLANS FOR FUTURE PHASES (ATTACHED) ■ NS YARD OFFICE ■ FUTUME BRIDGES LOWER GARFIELD BLVD AS NECESSARY PROPOSED LEAD TRACK ■ REALIGNMENTS PROPOSED TRAILER PARKING 57th & NORMAL LOT (INITIAL PHASE) EX. NS YARD TRACKS EX. METRA MAINLINES ■ CLOSE 57th STREET ■ REMOVE BRIDGE ■ CLOSE 57th STREET REMOVE BRIDGE ■ EX. NS MAINLINES EX. NS YARD TRACKS FUTURE GATE SYSTEM CLOSE 58th STREET ■ REMOVE BRIDGE INTERIM CONNECTION TRACK ■ (INITIAL PHASE ONLY) ■ FUTURE BRIDGES LOWER 59th STREET AS NECESSARY POTENTIAL FUTURE CONNECTION TRACKS ■ W 59th STREET Preliminary Plan Not Approved for Operations NORTH-OF-GARFIELD PARKING UNDER CONSTRUCTION REUSE TWO BRIDGE SPANS FOR TRUCK TRAFFIC INSTALL LANDSCAPING ALONG GARFIELD BLVD Conceptual Plan Drawing Subject to Survey MATCH LINE CONCEPTUAL PLAN - SUBJECT TO CHANGE 200 800 400 WITTTSt JSM JSM SCALE :1 "=400' DO NOT SCALE THIS DRAWING FOR DIMENSIONS NOT GIVEN NORFOLK SOUTHERN NORFOLK SOUTHERN RAILWAY CO. OWNING COMPANY DEARBORN DIVISION OPERATING DIVISION OFFICE OF THE CHIEF ENGINEER - gj^lGJ^AND^CjMSTRUCTION - ATLANTA. GA. fit. DESCRIPTION CHICAGO, IL 4 7th STREET INTERMODAL FACILITY - SOUTH OF GARFIELD POTENTIAL FULL-BUILD SITE DEVELOPMENT GARFIELD BLVD. TO 59th STREET id no. _pr605 ^rn 32Q2Q57 BLD0006882 CD-5f6 05/31/12 WAKING NUMBER TA-2012-06 SHEET 1 OF 2 Preliminary Plan Mot Approved for Operations Conceptual Plan Drawing Subject to Survey CONCEPTUAL PLAN - SUBJECT TO CHANGE 800 400 200 SCALE :V'=m' REV MAI Ion¹ JSM NORFOLK SOUTHERN RAILWAY CO. OWNING COMPANY DEARBORN DIVISION OPERATING DIVISION THE CHIEF jNGJN\|\|F^^\|SJGN AND CONSTRUCT I JSM DO NOT SCALE THIS DRAWING FOR DIMENSIONS NOT GIVEN ATLANTA. GA. NORFOLK SOUTHERN DESCRIPTION CHICAGO, IL ID No. LE POST CD-5J6 47th STREET INTERMODAL FACILITY- SOUTH OF GARFIELD POTENTIAL FULL-BUILD SITE DEVELOPMENT SOUTH OF 59th STREET D1605 3202057 he No. BLD0006882 05/31/12 3RAWING NUMBER TA-2012-06 SHEET 2 OF 2 (sub) EXHIBIT G to Redevelopment Agreement MBE/WBE BUDGET (ATTACHED) Xll 47th Street Intermodal Facility - South of Garfield Expansion MBE/WBE Project Budget Summary: (Millions) Cost Description:Phase 1:Phase 2:Phase 3:Total:M/WBE APPLICABLE COSTS Building Demolition$$ 1.440$$ 1.440 Clearing & Site Prep$ 0.350$ 2.600$ 0.750$ 3.700 Erosion Control$ 0.180$ 0.400$ 0.250$ 0.830 Grading$ 4.210$ 10.500$ 8.410$ 23.120 Drainage$ 0.800$ 3.000$ 2.570$ 6.370 Electrical/Lighting$ 0.670$ 1.350$ 2.525$ 4.545 Paving$ 3.700$ 8.750$ 10.700$ 23.150 Retaining Walls & Structures$ 1.850$ 3.510$ 3.510$ 8.870 Fencing & Barriers$ 0.375$ 1.000$ 0.500$ 1.875 Landscaping$ 0.600$ 0.400$ 0.100$ 1.100 TOTAL:$ 12.735$ 32.950$ 29.315$ 75.000OTHER COSTS	Utility Relocations	$ 1.500	$ 2.500	$ 1.500	$ 5.500
	$ 0.700	$ 3.500	$ 1.700	$ 5.900
	$ 1.935	$	$ 3.725	$ 5.660
	$ 0.780	$ 2.300	$ 1.860	$ 4.940
	$ 4.915	$ 8.300	$ 8.785	$ 22.000
1OFFICE OF THE MAYOR CITY OF CHICAGO RAHM EMANUEL MAYOR February 13, 2013 TO THE HONORABLE, THE CITY COUNCIL OF THE CITY OF CHICAGO Ladies and Gentlemen: At the request of the Commissioner of Housing and Economic Development, I transmit herewith ordinances authorizing the sale of City-owned property. Your favorable consideration of these ordinances will be appreciated. Mayor Very truly yours, ORDINANCE WHEREAS, the City of Chicago (the "City") is a home rule unit of government by virtue of the provisions of the Constitution of the State of Illinois of 1970, and as such, may exercise any power and perform any function pertaining to its government and affairs; and WHEREAS, pursuant to ordinances adopted by the City Council of the City (the "City Council") on June 27,2001, and published in the Journal of the Proceedings of the City Council (the "Journal") of such date, (i) a certain redevelopment plan and project (the "Englewood Redevelopment Plan") for the Englewood Neighborhood Tax Increment Financing Redevelopment Project Area (the "Englewood Redevelopment Area" 1 was approved pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11 -74.4-1 et seg) (the "Act"); (ii) the Englewood Redevelopment Area was designated as a redevelopment project area pursuant to the Act; and (iii) tax increment financing was adopted pursuant to the Act as a means of financing certain Englewood Redevelopment Area redevelopment project costs (as defined in the Act) incurred pursuant to the Englewood Redevelopment Plan; and WHEREAS, pursuant to an ordinances adopted by the City Council on May 29,2002, and published in the Journal of such date, (i) a certain redevelopment plan and project (the "47^lh/Halsted Redevelopment Plan") for the 47^lh/Halsted Tax Increment Financing Redevelopment Project Area (the "47^lh/Halsted Redevelopment Area"), was approved pursuant to the Act; (ii) the 47^th/Halsted Redevelopment Area was designated as a redevelopment project area pursuant to the Act; and (iii) tax increment financing was adopted pursuant to the Act as a means of financing certain 47^,h/Halsted Redevelopment Area redevelopment project costs (as defined in the Act) incurred pursuant to the 47^th/Halsted Redevelopment Plan; and WHEREAS, the Englewood Redevelopment Plan and the 47^th/Halsted Redevelopment Plan and the use of tax increment financing provide a mechanism to support new growth through leveraging private investment, and helping to finance land acquisition, demolition, remediation, site preparation and infrastructure for new development in the Englewood Redevelopment Area and the 47^th/Halsted Redevelopment Area, respectively; and WHEREAS, the City owns the real property in the vicinity of West 59^th Street and South Normal Boulevard, Chicago, Illinois 60621, and legally described on Exhibit A attached hereto (the "Property"); and WHEREAS, certain parcels of the Property are located within the Englewood Redevelopment Area and are identified in Exhibit B attached hereto (such parcels, the "Englewood Parcels"); and WHEREAS, certain parcels of the Property are located within the 47^th/Halsted Redevelopment Area and are identified in Exhibit C attached hereto (such parcels, the "47^th/Halsted Parcels"); and WHEREAS, Norfolk Southern Railway Company, a Virginia corporation (the "Developer"), has offered to purchase the Property for the sum of One Million One Hundred Seven Thousand Two Hundred Fifty Dollars ($1,107,250); and WHEREAS, the Developer intends to use the Property for an expansion of its existing 47^thStreet Intermodal Railroad Facility (the "Project"); and WHEREAS, the use of the Englewood Parcels for the Project is consistent with the Englewood Redevelopment Plan; and WHEREAS, the use of the 47^lh/Halsted Parcels for the Project is consistent with the 47^,h/Halsted Redevelopment Plan; and WHEREAS, by Resolution No. 12-042-21, adopted by the Plan Commission of the City of Chicago (the "Plan Commission") on July 19,2012, the Plan Commission recommended the sale of the Property; and WHEREAS, by Resolution No. 12-CDC-25 adopted on July 10, 2012, the Community Development Commission recommended the sale of the Property to the Developer; and WHEREAS, public notices advertising the intent of the City's Department of Housing and Economic Development (the "Department") to enter into a negotiated sale with the Developer and requesting alternative proposals appeared in the Chicago Sun-Times on July 16 and 27, and August 6,2012;and WHEREAS, no alternative proposals have been received by the deadline indicated in the aforesaid notices; and WHEREAS, the Developer has offered to pay the City an amount in the sum of Three Million Dollars ($3,000,000) for the sole purposes of (i) providing compensation for the increased wear during the construction phase on the streets and other public infrastructure within the corporate limits of the City, (ii) supporting the maintenance and further development of the roadway infrastructure within the corporate limits of the City, (iii) infrastructure improvements and enhancements, and (iv) furthering industrial development opportunities (e.g., warehousing, distribution or light manufacturing) within the area between the Property and the Dan Ryan Expressway to the east; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO: SECTION 1. The foregoing recitals are hereby adopted as the findings of the City Council. SECTION 2. The sale of the Property to the Developer in the amount of One Million One Hundred Seven Thousand Two Hundred Fifty Dollars ($1,107,250) is hereby approved. This approval is expressly conditioned upon the City entering into a redevelopment agreement with the Developer substantially in the form attached hereto as Exhibit D and made a part hereof (the "Redevelopment Agreement""). The Commissioner of the Department ("Commissioner"') or a designee of the Commissioner is each hereby authorized, with the approval of the City's Corporation Counsel as to form and legality, to negotiate, execute and deliver the Redevelopment Agreement, including the Neighborhood Investment Fund Agreement that is attached to the Redevelopment Agreement as Exhibit G and sets forth the terms relating to the Neighborhood Investment Fund, and such other supporting documents as may be necessary or appropriate to carry out and comply with the provisions of the Redevelopment Agreement, with such changes, deletions and insertions as shall be approved by the persons executing the Redevelopment Agreement. SECTION 3. The Mayor or his proxy is authorized to execute, and the City Clerk or Deputy City Clerk is authorized to attest, one or more quitclaim deeds conveying the Property to the Developer, or to a land trust of which the Developer is the sole beneficiary, or to an entity of which the Developer is the sole owner and the controlling party, subject to those covenants, conditions and restrictions set forth in the Redevelopment Agreement. SECTION 4. 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 5. All ordinances, resolutions, motions or orders in conflict with this ordinance are hereby repealed to the extent of such conflict. SECTION 6. This ordinance shall take effect immediately upon its passage and approval. EXHIBIT A LEGAL DESCRIPTION OF PROPERTY (Subject to Title Commitment and Final Survey) [Attached] EXHIBIT A PARCEL 1: THE EAST 10 FEET OF LOT 9, AND ALL OF LOTS 10, 11, 12, 13, 14, 32, 38, 59, 62, 63, 64, 65, 66, 67 AND THE NORTH 75 FEET OF LOTS 70, 71 AND 72 IN BLOCK 1; AND LOTS 1, 2, 3, 4, 33, 38, 42, 52, 53, 55, 57, 58, 59, 60, 65 AND 66 IN BLOCK 2, ALL IN MILLER AND RIGDON'S SUBDIVISION OF OUTLOT OR BLOCK 29 (EXCEPT THE NORTH 134 FEET THEREOF) IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, LYING EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs525, 531, 535 and 537 West Garfield Boulevard 518 and 532 West 56th Street Chicago, Illinois 6062120-16-104-005 20-16-104-008 20-16-104-006 20-16-104-021 20-16-104-007 20-16-104-027416, 430 and 440 West 56th Street 453 West Garfield Boulevard Chicago, Illinois 6062120-16-105-026 20-16-105-030 20-16-105-035 20-16-105-044503, 515, 519, 521, 523, 527 and 535 West 56th Street Chicago, Illinois 6062120-16-106-006 _9ni._in. _ni920-16-106-009 20- 6- 06-0 2 20-16-106-010 20- 6- 06-0 3 20-16-106-011 ²⁰-¹⁶-¹⁰⁶-⁰¹⁵413, 415, 427, 431, 433, 435, 439, 445 and 447 West 56th Street Chicago, Illinois 6062120-16-107-005 20-16-107-006 20- 6- 07-0 2 20-16-107-008 20"6"07"08 20-16-107-010 20- 6- 07-0 8 20-16-107-011 20-¹⁶-107-019 -1- PARCEL 2: LOTS 3, 4, 10, 11, 12 AND 17 IN BLOCK 1; LOT 14 IN BLOCK 2; LOTS 8 AND 9 IN BLOCK 3; AND LOTS 9 AND 12 IN BLOCK 4, ALL IN H. C. MOREY'S SUBDIVISION OF THE NORTH '/₂ OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs536 West Tremont Avenue Chicago, Illinois 6062120-16-106-022402, 404, 418, 422, 424 and 436 W. Tremont Avenue Chicago, Illinois 6062120-16-107-030 20-16-107-037 20-16-107-035 20-16-107-043 20-16-107-036 20-16-107-044521 and 523 West Tremont Avenue 520 West 56th Place Chicago, Illinois 6062120-16-108-010 20-16-108-019 20-16-108-020421 and 425 West Tremont Avenue Chicago, Illinois 6062120-16-109-012 20-16-109-015 PARCEL 3: THE EAST !/₂ OF LOT 15, THE EAST V₂ OF LOT 16, AND ALL OF LOT 17 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH V₂ OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs520, 524, 530 and 532 West 57th Street Chicago, Illinois 6062120-16-110-028 20-16-110-029 20-16-110-031 20-16-110-033 -2- PARCEL 4: LOT 2 IN HANSON'S SUBDIVISION OF LOT 12 AND THE EAST Vi OF LOT 13 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH 1/2 OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressPIN5668 South Normal Boulevard Chicago, Illinois 6062120-16-110-038 PARCEL 5: LOTS 3, 4, 11, 14, 15 AND 19 IN B. F. JACOB'S RESUBDIVISION OF THE NORTH ^l/₂ OF BLOCK 2 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH '/₂ OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs5655 South Normal Boulevard 405, 407, 423, 431 and 433 West 56th Place Chicago, Illinois 6062120-16-111-001 20-16-111-013 20-16-111-009 20-16-111-020 20-16-111-010 20-16-111-021 PARCEL 6: THE SOUTH 50 FEET OF LOT 12, THE EAST '/> OF LOT 19, AND ALL OF LOTS 20 AND 21 IN BLOCK 2 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH 1/2 OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, TN COOK COUNTY, ILLINOIS. AddressesPINs5675 South Normal Boulevard 406 and 412 West 57th Street Chicago, Illinois 6062120-16-111-025 20-16-111-039 20-16-111-043 -3- PARCEL 7: THE WEST 60 FEET OF THE EAST 90 FEET OF LOT 4, THE NORTH 30 FEET OF THE SOUTH 60 FEET OF LOT 5 (EXCEPT THAT PART TAKEN FOR STREET), THE NORTH 45 FEET OF THE WEST 4/5 OF LOT 6 (EXCEPT THAT PART TAKEN FOR STREET), THE WEST 24 FEET OF LOT 7, THE EAST V₂ OF THE EAST '/₂ OF LOT 8, LOT 9 (EXCEPT THE EAST 49 FEET THEREOF), THE EAST 25 FEET OF THE WEST 75 FEET OF LOT 14, LOT 15 (EXCEPT THE NORTH 97 FEET AND THE EAST 33 FEET THEREOF), THE WEST 20 % FEET OF LOT 24, ALL OF LOT 25, AND THE WEST 30 FEET OF LOT 32 IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs425, 519, 521 and 539 West 57th Street 5700 and 5720 South Normal Boulevard 514 West 57th Place Chicago, Illinois 60621lltutZ 20-16-116-034 u tT 20-16-116-035 20-16-116-015 _n20-16-116-028 20-16-116-0375707 South Normal Boulevard 439 and 443 West 57th Street Chicago, Illinois 6062120-16-117-003 20-16-117-006 20-16-117-007542 West 58th Place Chicago, Illinois 6062120-16-118-0155725 and 5735 South Normal Boulevard Chicago, Illinois 6062120-16-119-001 20-16-119-002 PARCEL 8: LOT 5 IN WALDRON'S SUBDIVISION OF LOT 23 IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressPIN435 West 57th Place Chicago, Illinois 6062120-16-119-007 -4- PARCEL 9: LOTS 4, 5, 6, 7 AND 8, AND THAT PART OF LOTS 2 AND 3 DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID LOT 3, THENCE SOUTHWARDLY ALONG THE WESTERLY LINE OF SAID LOT 3 TO THE SOUTHWESTERLY CORNER OF SAID LOT 3, THENCE NORTHEASTWARDLY TO A POINT IN THE EASTERLY LINE OF SAID LOT 3, THENCE NORTHEASTWARDLY 87 FEET SOUTH OF THE NORTHEASTERLY CORNER OF SAID LOT 3, THENCE NORTHEASTWARDLY TO THE NORTHEASTERLY CORNER OF SAID LOT 2, THENCE WESTERWARDLY ALONG THE NORTHERLY LINE OF SAID LOTS 2 AND 3 TO THE POINT OF BEGINNING, IN BLOCK 1 IN WARDER'S SUBDIVISION OF OUTLOT 32 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, LYING EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, AND ALL OF LOTS 3, 4, 5, 6, 7, 8 AND 9 (EXCEPT THE WEST 25 FEET THEREOF), AND THAT PART OF LOT 14 LYING WEST OF A LINE DRAWN FROM A POINT ON THE NORTH LINE OF SAID LOT 14, 51 FEET 8 INCHES EAST OF THE NORTHWEST CORNER THEREOF TO A POINT ON THE SOUTH LINE OF SAID LOT 14, 51 FEET 6 ^XA INCHES EAST OF THE SOUTHWEST CORNER OF SAID LOT 14 IN BLOCK 3 IN WARDER'S SUBDIVISION OF OUTLOT 32 AFORESAID. AddressesPINs411, 427, 435 and 439 West 58th Street Chicago, Illinois 6062120-16-125-002 20-16-125-003 20-16-125-004 20-16-125-010513, 519 and 547 West 58th Place 538 West 59th Street Chicago, Illinois 6062120-16-126-002 20-16-126-003 20-16-126-004 20-16-126-012 PARCEL 10: LOTS 8 AND 12 IN FREDERICK B. CLARKE'S SUBDIVISION OF LOTS 11 TO 15 IN BLOCK 4 IN WARDER'S SUBDIVISION OF OUTLOT 32 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs426 and 436 West 59th Street Chicago, Illinois 6062120-16-127-010 20-16-127-014 -5- PARCEL 11: ALL THAT TRIANGULAR SHAPED PARCEL OF LAND SITUATED IN THE CITY OF CHICAGO, COUNTY OF COOK AND STATE OF ILLINOIS, BEING PARTS OF LOTS 1 TO 11, INCLUSIVE, IN BLOCK 1 OF WRIGHT, EMBREE ANY AYERS' SUBDIVISION OF OUTLOT OR BLOCK 33 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN BOUND AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT WHERE THE EASTERLY LINE OF AN ALLEY, 18 FEET WIDE, MEETS THE SOUTHERLY LINEOF 59 STREET, 66 FEET WIDE, SAID BEGINNING POINT BEING ALSO WHERE THE SOUTHWESTERLY LINE OF THE RELOCATED PORTION OF STEWART AVENUE, 33 FEET WIDE, MEETS SAID SOUTHERLY LINE OF 59 STREET; EXTENDING FROM SAID BEGINNING POINT THE FOLLOWING THREE COURSES AND DISTANCES: (1) SOUTHEASTWARDLY, ALONG SAID SOUTHWESTERLY LINE OF THE RELOCATED PORTION OF STEWART AVENUE, 279.5 FEET TO AN ANGLE POINT IN SAID STEWART AVENUE, BEING IN THE SOUTHERLY LINE OF SAID LOT 11; (2) WESTWARDLY ALONG SAID SOUTHERLY LINE OF LOT 11, A DISTANCE OF 91 FEET TO SAID EASTERLY LINE OF ALLEY; AND (3) NORTHWARDLY ALONG THE SAME, 264 FEET TO THE PLACE OF BEGINNING; ALSO LOT 13 (EXCEPT THE EAST 33 FEET THEREOF), THE WEST 91 FEET OF LOT 20, LOT 24, THE NORTH 6 FEET OF LOT 36, LOT 37, THE NORTH 18 FEET OF LOT 39, THE SOUTH 14 FEET OF LOT 40, ALL OF LOTS 44, 46, 48 AND 50 IN BLOCK 1; THE WEST 99 FEET OF LOTS 1 TO 4, THE SOUTH 12 FEET 10 INCHES OF LOT 7, THE NORTH 12 FEET OF LOT 8, THE SOUTH 12 FEET OF LOT 9, ALL OF LOTS 10, 11 AND 12, THE NORTH 6 FEET OF LOT 13, THE SOUTH 11 FEET OF LOT 23, AND ALL OF LOTS 24, 25, 26 AND 40 IN BLOCK 2; THE SOUTH 3 FEET OF LOT 7, ALL OF LOT 8, THE SOUTH 3 FEET OF LOT 12, ALL OF LOT 13, THE NORTH 6 FEET OF LOT 14, ALL OF LOT 48, AND THE SOUTH 4 FEET OF LOT 49 IN BLOCK 3; AND LOTS 1, 2, 3, 4, 5, 6, 7, 8, 9 AND THE NORTH 24 FEET OF LOT 10 IN BLOCK 4, ALL IN WRIGHT, EMBREE ANY AYERS' SUBDIVISION OF OUTLOT OR BLOCK 33 OF SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. -6- AddressesPINs5900, 5916, 5918 and 5920 South Parnell Avenue Chicago, Illinois 6062120-16-303-003 20-16-303-004 20-16-303-005 20-16-303-0065911 South Parnell Avenue 5916 and 5926 South Normal Boulevard Chicago, Illinois 6062120-16-304-006 20-16-304-028 20-16-304-0325931 South Normal Boulevard 425 West 59th Street 5916, 5920, 5924, 5926, 5954 and 5960 South Eggleston Avenue Chicago, Illinois 6062120-16-305-012 20-16-305-031 20-16-305-023 20-16-305-032 20-16-305-028 20-16-305-040 20-16-305-030 20-16-305-0415907, 5911, 5915, 5921, 5931 and 5939 South Eggleston Avenue 5910, 5928, 5946 and 5954 South Stewart Avenue Chicago, Illinois 6062120-16-306-002 20-16-306-014 20-16-306-004 20-16-306-032 20-16-306-006 20-16-306-039 20-16-306-008 20-16-306-043 20-16-306-012 20-16-306-049 PARCEL 12: LOTS 1 AND 2 IN KESSLER BROTHERS' RESUBDIVISION OF LOTS 27, 28, 29, 30, 31, 32 AND 33 IN SUBDIVISION OF BLOCK 2 IN THE SUBDIVISION OF OUTLOT 33 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressPIN446 West 60th Street Chicago, Illinois 6062120-16-305-022 PARCEL 13: LOTS 36, 46 AND 47 (EXCEPT THAT PART OF LOT 47 CONVEYED TO LUCIAN L. GILBERT, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF LOT 47, THENCE WEST ON THE LINE OF ALLEY 8 !/₂ FEET; THENCE SOUTHERLY ON A CURVE TO THE LEFT RADIUS OF 851 3/10 -7- FEET FROM A TANGENT 33 FEET WEST OF AND PARALLEL WITH STEWART AVENUE TO THE SOUTHEAST CORNER OF LOT 47, THENCE NORTH ON THE WEST LINE OF LOT 48 TO THE PLACE OF BEGINNING) IN GUNN'S SUBDIVISION OF BLOCK 1 IN CLOUGH AND BARNEY'S SUBDIVISION OF LOTS 34 AND 35 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs402 and 428 West 60th Place Chicago, Illinois 6062120-16-312-028 20-16-312-036 PARCEL 14: LOT 3 AND THE EAST V₂ OF LOT 4 IN H. A. HURLBUT'S SUBDIVISION OF BLOCKS 3 AND 4 IN CLOUGH AND BARNEY'S SUBDIVISION OF OUTLOTS OR BLOCKS 34 AND 35 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressPIN407 West 60th Place Chicago, Illinois 6062120-16-314-016 -8- EXHIBIT B LEGAL DESCRIPTION OF ENGLEWOOD PARCELS (A SUBSET OF THE PROPERTY) (Subject to Title Commitment and Final Survey) [Attached] £yW.V»r PARCEL 1: ALL THAT TRIANGULAR SHAPED PARCEL OF LAND SITUATED IN THE CITY OF CHICAGO, COUNTY OF COOK AND STATE OF ILLINOIS, BEING PARTS OF LOTS 1 TO 11, INCLUSIVE, IN BLOCK 1 OF WRIGHT, EMBREE ANY AYERS' SUBDIVISION OF OUTLOT OR BLOCK 33 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN BOUND AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT WHERE THE EASTERLY LINE OF AN ALLEY, 18 FEET WIDE, MEETS TFIE SOUTHERLY LINE OF 59 STREET, 66 FEET WIDE, SAID BEGINNING POINT BEING ALSO WHERE THE SOUTHWESTERLY LINE OF THE RELOCATED PORTION OF STEWART AVENUE, 33 FEET WIDE, MEETS SAID SOUTHERLY LINE OF 59 STREET; EXTENDING FROM SAID BEGINNING POINT THE FOLLOWING THREE COURSES AND DISTANCES: (1) SOUTHEASTWARDLY, ALONG SAID SOUTHWESTERLY LINE OF THE RELOCATED PORTION OF STEWART AVENUE, 279.5 FEET TO AN ANGLE POINT IN SAID STEWART AVENUE, BEING IN THE SOUTHERLY LINE OF SAID LOT 11; (2) WESTWARDLY ALONG SAID SOUTHERLY LINE OF LOT 11, A DISTANCE OF 91 FEET TO SAID EASTERLY LINE OF ALLEY; AND (3) NORTHWARDLY ALONG THE SAME, 264 FEET TO THE PLACE OF BEGINNING; ALSO LOT 13 (EXCEPT THE EAST 33 FEET THEREOF), THE WEST 91 FEET OF LOT 20, LOT 24, THE NORTH 6 FEET OF LOT 36, LOT 37, THE NORTH 18 FEET OF LOT 39, THE SOUTH 14 FEET OF LOT 40, ALL OF LOTS 44, 46, 48 AND 50 IN BLOCK 1; THE WEST 99 FEET OF LOTS 1 TO 4, THE SOUTH 12 FEET 10 INCHES OF LOT 7, THE NORTH 12 FEET OF LOT 8, THE SOUTH 12 FEET OF LOT 9, ALL OF LOTS 10, 11 AND 12, THE NORTH 6 FEET OF LOT 13, THE SOUTH 11 FEET OF LOT 23, AND ALL OF LOTS 24, 25, 26 AND 40 IN BLOCK 2; THE SOUTH 3 FEET OF LOT 7, ALL OF LOT 8, THE SOUTH 3 FEET OF LOT 12, ALL OF LOT 13, THE NORTH 6 FEET OF LOT 14, ALL OF LOT 48, AND THE SOUTH 4 FEET OF LOT 49 IN BLOCK 3; AND LOTS 1, 2, 3, 4, 5, 6, 7, 8, 9 AND THE NORTH 24 FEET OF LOT 10 IN BLOCK 4, ALL IN WRIGHT, EMBREE ANY AYERS' SUBDIVISION OF OUTLOT OR BLOCK 33 OF SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. -1- 02/05/13 AddressesPINs5900, 5916, 5918 and 5920 South Parnell Avenue Chicago, Illinois 6062120-16-303-003 20-16-303-004 20-16-303-005 20-16-303-0065911 South Parnell Avenue 5916 and 5926 South Normal Boulevard Chicago, Illinois 6062120-16-304-006 20-16-304-028 20-16-304-0325931 South Normal Boulevard 425 West 59th Street 5916, 5920, 5924, 5926, 5954 and 5960 South Eggleston Avenue Chicago, Illinois 6062120-16-305-012 20-16-305-031 20-16-305-023 20-16-305-032 20-16-305-028 20-16-305-040 20-16-305-030 20-16-305-0415907, 5911, 5915, 5921, 5931 and 5939 South Eggleston Avenue 5910, 5928, 5946 and 5954 South Stewart Avenue Chicago, Illinois 6062120-16-306-002 20-16-306-014 20-16-306-004 20-16-306-032 20-16-306-006 20-16-306-039 20-16-306-008 20-16-306-043 20-16-306-012 20-16-306-049 PARCEL 2: LOTS 1 AND 2 IN KESSLER BROTHERS' RESUBDIVISION OF LOTS 27, 28, 29, 30, 31, 32 AND 33 IN SUBDIVISION OF BLOCK 2 IN THE SUBDIVISION OF OUTLOT 33 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressPIN446 West 60th Street Chicago, Illinois 6062120-16-305-022 PARCEL 3: LOTS 36, 46 AND 47 (EXCEPT THAT PART OF LOT 47 CONVEYED TO LUCIAN L. GILBERT, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF LOT 47, THENCE WEST ON THE LINE OF ALLEY 8 54 FEET; THENCE SOUTHERLY ON A CURVE TO THE LEFT RADIUS OF 851 3/10 -2- 02/05/13 FEET FROM A TANGENT 33 FEET WEST OF AND PARALLEL WITH STEWART AVENUE TO THE SOUTHEAST CORNER OF LOT 47, THENCE NORTH ON THE WEST LINE OF LOT 48 TO THE PLACE OF BEGINNING) IN GUNN'S SUBDIVISION OF BLOCK 1 IN CLOUGH AND BARNEY'S SUBDIVISION OF LOTS 34 AND 35 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs402 and 428 West 60th Place Chicago, Illinois 6062120-16-312-028 20-16-312-036 PARCEL 4: LOT 3 AND THE EAST V₂ OF LOT 4 IN H. A. HURLBUT'S SUBDIVISION OF BLOCKS 3 AND 4 IN CLOUGH AND BARNEY'S SUBDIVISION OF OUTLOTS OR BLOCKS 34 AND 35 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressPIN407 West 60th Place Chicago, Illinois 6062120-16-314-016 -3- 02/05/13 EXHIBIT C LEGAL DESCRIPTION OF 47 /HALSTED PARCELS (A SUBSET OF THE PROPERTY) (Subject to Title Commitment and Final Survey) THE EAST 10 FEET OF LOT 9, AND ALL OF LOTS 10,11,12,13, AND 14 IN BLOCK 1; AND LOTS 1, 2, 3 AND 4 IN BLOCK 2, ALL IN MILLER AND RIGDON'S SUBDIVISION OF OUTLOT OR BLOCK 29 (EXCEPT THE NORTH 134 FEET THEREOF) IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, LYING EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs525, 531, 535 and 537 West Garfield Blvd. Chicago, Illinois 6062120-16-104-005 20-16-104-006 20-16-104-007 20-16-104-008453 West Garfield Boulevard Chicago, Illinois 6062120-16-105-044 EXHIBIT D REDEVELOPMENT AGREEMENT [Attached] AGREEMENT FOR THE SALE AND REDEVELOPMENT OF LAND (The Above Space for Recorder's Use Only) This AGREEMENT FOR THE SALE AND REDEVELOPMENT OF LAND ("Agreement") is made on or as of the day of , 20 (the "Effective Date"), by and between the CITY OF CHICAGO, an Illinois municipal corporation and home rule unit of local government ("City"), acting by and through its Department of Housing and Economic Development (together with any successor department thereto, "DHED"), having its principal offices at City Hall, Room 1000, 121 North LaSalle Street, Chicago, Illinois 60602 and NORFOLK SOUTHERN RAILWAY COMPANY, a Virginia corporation ("Developer"), whose offices are located at 1200 Peachtree Street, N.E., 12^th Floor, Atlanta, GA 30309. RECITALS WHEREAS, pursuant to an ordinance adopted by the City Council of the City (the "City Council") on June 27, 2001, and published at pages 61850 through 62030, in the Journal of the Proceedings of the City Council (the "Journal") of such date, a certain redevelopment plan and project (the "Englewood Neighborhood TIF Plan") for the Englewood Neighborhood Redevelopment Project Area (the "Englewood Neighborhood TIF Area"), was approved pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11 -74.4-1 et seq.) (the "Act"); WHEREAS, pursuant to an ordinance adopted by the City Council on June 27, 2001, and published at pages 62031 through 62042 in the Journal of such date, the Englewood Neighborhood TIF Area was designated as a redevelopment project area pursuant to the Act; WHEREAS, pursuant to an ordinance adopted by the City Council on June 27, 2001, and published at page 62042 through 62055 in the Journal of such date, tax increment financing was adopted pursuant to the Act as a means of financing certain Englewood Neighborhood TIF Area redevelopment project costs (as defined in the Act) incurred pursuant to the Englewood Neighborhood TIF Plan; WHEREAS, pursuant to an ordinance adopted by the City Council on May 29, 2002, and published at pages 85676 through 85871, in the Journal of such date, a certain redevelopment plan and project (the "47^th/Halsted TIF Plan") for the 47^th/Halsted Redevelopment Project Area (the "47^th/Halsted TIF Area"), was approved pursuant to the Act; 1 WHEREAS, pursuant to an ordinance adopted by the City Council on May 29, 2002, and published at pages 85872 through 85888 in the Journal of such date, the 47^th/Halsted TIF Area was designated as a redevelopment project area pursuant to the Act; WHEREAS, pursuant to an ordinance adopted by the City Council on May 29, 2002, and published at page 85889 through 85904 in the Journal of such date, tax increment financing was adopted pursuant to the Act as a means of financing certain 47^th/Halsted TIF Area redevelopment project costs (as defined in the Act) incurred pursuant to the 47^,h/Halsted TIF Plan; WHEREAS, the Englewood Neighborhood TIF Plan and the 47^th/Halsted TIF Plan and the use of tax increment financing provide a mechanism to support new growth through leveraging private investment, and helping to finance land acquisition, demolition, remediation, site preparation and infrastructure for new development in the Englewood Neighborhood TIF Area and the 47^th/Halsted TIF Area, respectively; WHEREAS, the Developer desires to purchase from the City the real property which is legally described on Exhibit A attached hereto (the "City Parcels"); WHEREAS, certain City parcels are located within the Englewood Neighborhood TIF Area or the 47^th/Halsted TIF Area, as identified in Exhibit A; WHEREAS, the Developer owns certain real property located adjacent to or in the vicinity of the City Parcels, which is identified in Exhibit B attached hereto (the "Developer Parcels"); WHEREAS, with respect to any Developer Parcels not yet acquired by the Developer, the Developer shall obtain title to those not-yet-acquired parcels pursuant to condemnation only if the Developer is unable to obtain title pursuant to a negotiated sale; WHEREAS, on December 17, 2012, the Developer closed on its purchase, for the sum of Ten Million One Hundred Fifty-Seven Thousand Five Hundred Dollars ($10,157,500), from the Chicago Housing Authority, an Illinois municipal corporation (the "CHA"), of certain real property located adjacent to or in the vicinity of the City Parcels, which is legally described in Exhibit C attached hereto (the "CHA Parcels"); WHEREAS, the Developer intends to develop, in phases, on the City Parcels, Developer Parcels and CHA Parcels (the City Parcels, Developer Parcels and CHA Parcels, collectively, the "Property") an intermodal railroad facility, as more fully described on Exhibit D attached hereto (the "Project"); WHEREAS, the Project is consistent with the Englewood Neighborhood TIF Plan and the 47^,h/Halsted TIF Plan; WHEREAS, the appraised fair market value of the City Parcels is One Million One Hundred Seven Thousand Two Hundred Fifty Dollars ($1,107,250); WHEREAS, the City is willing to sell the City Parcels to the Developer for One Million One Hundred Seven Thousand Two Hundred Fifty Dollars ($1,107,250), subject to the terms and conditions of this Agreement; and 2 WHEREAS, the City Council, pursuant to an ordinance (the "Project Ordinance") adopted on , 2013, and published at pages through in the Journal of such date, authorized the sale of the City Parcels to the Developer, subject to the execution, delivery and recording of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: SECTION 1. INCORPORATION OF RECITALS. The foregoing recitals (the "Recitals") constitute an integral part of this Agreement and are incorporated herein by this reference with the same force and effect as if set forth herein as agreements of the parties. SECTION 2. DEFINITIONS. For purposes of this Agreement, in addition to the terms defined in the foregoing Recitals, the following terms shall have the meanings set forth below: "47^th/Halsted TIF Area" has the meaning set forth in the Recitals. "47^th/Halsted TIF Plan" has the meaning set forth in the Recitals. "Affiliate" has the meaning set forth in Section 28. "Agent" means any contractor, subcontractor or other agent, entity or individual acting under the control or at the request of the Developer or the Developer's contractors. "Budget" has the meaning set forth in Section 9. "CHA Parcels" has the meaning set forth in the Recitals. "City Parties" means the City, and its officers, employees and agents. "City Parcels" has the meaning set forth in the Recitals. "Closing" means the closing of the transaction contemplated by this Agreement "Closing Date" has the meaning set forth in Section 5. "Construction Program" has the meaning set forth in Section 24.3(a). "Corporation Counsel" means the City's Office of Corporation Counsel. "Deed" has the meaning set forth in Section 6.1. "Developer Parcels" has the meaning set forth in the Recitals. 3 "Developer Parties" means the Developer and its current and former officers, directors, employees, Agents, attorneys, predecessors, successors and assigns. "Earnest Money" has the meaning set forth in Section 4.1. "Effective Date" means the date set forth in the Preamble. "Employer(s)" has the meaning set forth in Section 24.1. "Englewood Neighborhood TIF Area" has the meaning set forth in the Recitals. "Englewood Neighborhood TIF Plan" has the meaning set forth in the Recitals. "Environmental Laws" means any and all Laws relating to the regulation and protection of human health, safety, the environment and natural resources now or hereafter in effect, as amended or supplemented from time to time, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seg., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seg., the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seg,, the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seg., the Clean Air Act, 42 U.S.C. § 7401 et seg., the Toxic Substances Control Act, 15 U.S.C. §2601 et seg., the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136 et seg., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seg any and all regulations promulgated under such Laws, and all analogous state and local counterparts or equivalents of such Laws, including, without limitation, the Illinois Environmental Protection Act, 415 ILCS 5/1 et seg., and the common law, including, without limitation, trespass and nuisance. "Eguitv" means funds of the Developer (not including any funds borrowed by the Developer from lenders) irrevocably available for the Project. "Event of Default" has the meaning set forth in Section 20.2. "First Phase" has the meaning set forth in Section 8. "First Phase Effective Date" has the meaning set forth in Section 8. "First Phase Project Area" has the meaning set forth in Section 9. "First Phase Certificate of Completion" has the meaning set forth in Section 14. "Governmental Approvals" has the meaning set forth in Section 8. "Hazardous Substances" means any substance or material, in any form, which at any time is listed as hazardous or toxic in or regulated under any Environmental Law or which has been or shall be determined at any time by any governmental agency or court to be a hazardous or toxic substance regulated under any Environmental Law., including without limitation polychlorinated biphenyls (PCBs), petroleum or any petroleum-based or petroleum-derived products, lead paint, asbestos or asbestos-containing materials, urea formaldehyde, radioactive materials and mold. "Human Rights Ordinance" has the meaning set forth in Section 24.1(a). 4 4 "Laws" means all applicable federal, state, local or other laws (including common law), statutes, codes, ordinances, rules, regulations or other requirements, now or hereafter in effect, as amended or supplemented from time to time, and any applicable judicial or administrative interpretation thereof, including any applicable judicial or administrative orders, consent decrees or judgments, including, without limitation, Sections 7-28 and 11-4 of the Municipal Code of Chicago relating to waste disposal. "Losses" means any and all debts, liens, claims, causes of action, demands, complaints, legal or administrative proceedings, losses, damages, obligations, liabilities, judgments, amounts paid in settlement, arbitration or mediation awards, interest, fines, penalties, costs and expenses (including, without limitation, Remediation Costs, reasonable attorney's fees and expenses, consultants' fees and expenses and court costs). "M/WBE Certificate of Completion" has the meaning set forth in Section 14. "MBE/WBE Program" has the meaning set forth in Section 24.3(a). "Outside Closing Date" has the meaning set forth in Section 5. "Performance Deposit" has the meaning set forth in Section 4.2. "Plans" has the meaning set forth in Section 11.1. "Preliminary Project Budget" has the meaning set forth in Section 9. "Procurement Program" has the meaning set forth in Section 24.3(a). "Project" has the meaning set forth in the Recitals, as more fully described in Exhibit D. "Project Ordinance" has the meaning set forth in the Recitals. "Purchase Price" has the meaning set forth in Section 3. "Released Claims" has the meaning set forth in Section 23.3. "Remediation Costs" means response costs incurred by a governmental or regulatory bodv natural resource damages and the costs of any inve^Riⁿation c!eanuⁿ monitorjnn remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or other third party in connection or associated with the City Parcels or any improvements, facilities or operations located or formerly located thereon. "TIF Plan" has the meaning set forth in the Recitals. "Title Company" means Wheatland Title Guaranty Company. "Title Commitment" means a commitment(s) for an owner's policy of title insurance for the City Parcels, Order Nos. , with an effective date(s) of , issued by the Title Company. 5 "Title Policy" means a title insurance policy issued by the Title Company in the most recently revised ALTA or equivalent form, showing the Developer as the named insured with respect to the Property, noting the recording of this Agreement as an encumbrance against the Property. SECTION 3. PURCHASE PRICE.* The City hereby agrees to sell, and the Developer hereby agrees to purchase, upon and subject to the terms and conditions of this Agreement, the City Parcels, for the sum of One Million One Hundred Seven Thousand Two Hundred Fifty Dollars ($1,107,250) ("Purchase Price"), which amount equals the appraised fair market value of the City Parcels, to be paid to the City at the Closing in cash or by certified or cashier's check or electronic funds transfer, but in any event good funds available for immediate disbursement on the Closing Date. The Developer shall pay all escrow fees and other title insurance fees and closing costs. SECTION 4. EARNEST MONEY AND PERFORMANCE DEPOSIT. 4.1 Earnest Money. Not later than the earlier of (a) , 2013 or such later date as determined by the Commissioner of DHED (the "Commissioner") and (b) the date on which the Developer executes this Agreement, the Developer shall deposit with the City the amount of Fifty-Two Thousand and 00/100 Dollars ($52,000) ("Earnest Money"), which shall be applied to the Purchase Price at the Closing. Performance Deposit. At the Closing, the Developer shall deposit with the City the amount of Fifty-Two Thousand and 00/100 Dollars ($52,000), as security for the performance of its obligations under this Agreement ("Performance Deposit"), which the City will retain until the City issues the MBE/WBE Certificate of Completion. Upon the Developer's receipt of the MBE/WBE Certificate of Completion, the Developer shall submit a request for a return of the Performance Deposit, and the City shall promptly return the Performance Deposit after receiving such request. Interest. The City will pay no interest to the Developer on the Earnest Money or Performance Deposit. SECTION 5. CLOSING. The Closing shall take place at the downtown offices of Matthewson Right of Way Com.Danv 30 North L⁰fi^all° S^troot finite 179R Q^ir-ann " RflfiCP within thirtx/ f"}m Ha\/Q after the Developer has satisfied all conditions precedent set forth in Section 10 hereof, unless DHED, in its sole discretion, waives any one or more of such conditions (the "Closing Date"); provided, however, in no event shall the Closing occur any later than June 1, 2013 (the "Outside Closing Date"), unless DHED, in its sole discretion, extends such Outside Closing Date. On or before the Closing Date, the City shall deliver to the Title Company the Deed, all necessary state, county and municipal real estate transfer tax declarations, and an ALTA statement. SECTION 6. CONVEYANCE OF TITLE. 6.1 Form of City Deed. The City shall convey the City Parcels to the Developer by one or more quitclaim deeds (each, a "Deed"), subject to the terms of this Agreement and, without limiting the quitclaim nature of the Deed(s), the following: 6 the 47^t7Halsted TIF Plan for the 47^t7Halsted TIF Area or the Englewood Neighborhood TIF Plan for the Englewood Neighborhood TIF Area, as applicable; the standard exceptions in an ALTA title insurance policy; general real estate taxes and any special assessments or other taxes; all easements, encroachments, covenants and restrictions of record and not shown of record; such other title defects as may exist; and any and all exceptions caused by the acts of the Developer or its Agents. 6.2 Recording Costs. The Developer shall pay to record the Deed(s), this Agreement, and any other documents incident to the conveyance of the City Parcels to the Developer. SECTION 7. TITLE AND SURVEY. The Developer has obtained at its sole expense and has provided the City one or more Title Commitments for the City Parcels. The Developer shall be solely responsible for and shall pay all costs associated with updating the Title Commitments or obtaining a new title commitment for the City Parcels (including all search, continuation and later-date fees), and obtaining the Title Policy for the City Parcels and any endorsements it deems necessary. The Developer elects not to have any surveys performed. If the Developer subsequently has any survey(s) performed, it shall be responsible for and shall pay all costs associated therewith. The City shall have no obligation to cure title defects; provided, however, if there are exceptions for general real estate tax liens attributable to taxes due and payable prior to the Closing Date with respect to the City Parcels, the City shall submit to the county a tax abatement letter and/or file a certificate of error application with the Cook County Assessor's office, tax injunction complaint in the Circuit Court of Cook County or motion to vacate a tax sale in the Circuit Court of Cook County, seeking the exemption or waiver of such pre-closing tax liabilities, but shall have no further duties with respect to any such taxes. If, after taking the foregoing actions, the City Parcels remains subject to any tax liens, or if the City Parcels are encumbered with any other exceptions that would adversely affect the use and insurability of the City Parcels for the development of the Project, the Developer shall have the option to do one of the following: (a) accept title to the City Parcels subject to the exceptions, without reduction in the Purchase Price; or (b) terminate this Agreement by delivery of written notice to the City prior to the Closing, in which event the City shall return the Earnest Money and Performance Deposit to the Developer, this Agreement shall be null and void and, except as otherwise specifically provided herein, neither party shall have any further right, duty or obligation hereunder. If the Developer elects not to terminate this Agreement as aforesaid, the Developer agrees to accept title subject to all exceptions. The Developer shall be responsible for all taxes accruing after the Closing. SECTION 8. BUILDING PERMITS AND OTHER GOVERNMENTAL APPROVALS. The First Phase (as defined in Section 9 below and described in Exhibit D) will be constructed within the area depicted in Exhibit D-1 of this Agreement (such area, the "First 7 Phase Project Area"). The Developer shall apply for all necessary building permits and other required permits and approvals, except to the extent preempted by federal law ("Governmental Approvals") for the First Phase (as defined in Section 9 below) within three (3) months after the Developer has (i) completed its acquisition of all parcels within the First Phase Project Area and (ii) recorded street and alley vacation ordinances and the associated plats of vacation for the streets and alleys within the First Phase Project Area (such streets and alleys are a subset of the street and alleys identified in Exhibit E of this Agreement and correspond to those streets and alleys identified in Exhibit D of the Neighborhood Investment Agreement, the form of which is attached to this Agreement as Exhibit G) (the date on which the Developer completes the later of (i) and (ii), the "First Phase Effective Date"), unless DHED, in its sole discretion, extends such application date, and shall pursue such Governmental Approvals in good faith and with ail due diligence. The Developer shall apply for and obtain all Governmental Approvals applicable to any subsequent phase of the Project, in advance of commencing construction on such phase. SECTION 9. BUDGET. The Developer has furnished to DHED, and DHED has approved, a preliminary budget showing total costs for the construction of the first phase of the Project, which is described in Exhibit D (the "First Phase") in the amount of Seventeen Million Six Hundred Fifty Thousand Dollars ($17,650,000) (the "Preliminary Project Budget"). The Developer hereby certifies to the City that the Preliminary Project Budget is true, correct and complete in all material respects. Not less than fourteen (14) days prior to the Closing Date, the Developer shall submit to DHED for approval a final budget for the First Phase that is materially consistent with the Preliminary Project Budget ("Budget"). The Developer shall submit to DHED a budget for each subsequent phase of the Project, in advance of commencing such phase. SECTION 10. CONDITIONS TO THE CITY'S OBLIGATIONS. The obligations of the City under this Agreement are contingent upon the delivery or satisfaction of each of the following items (unless waived by DHED in its sole discretion) set forth in Sections 10.1 through 10.14 at least fourteen (14) days prior to the Closing Date, unless another time period is specified below: Final Governmental Approvals. The Developer has submitted to DHED, and DHED has approved, evidence that it has applied for all Governmental Approvals to complete the First Phase. Budget. The Deveioper has submitted to DHED, and DHED has approved, the Budget in accordance with the provisions of Section 9 hereof. Plans. The Developer has submitted to DHED, and DHED has approved, the Plans in accordance with the provisions of Section 11.1 hereof. ¹ Insurance. The Developer has submitted to the City evidence of self-insurance . Legal Opinion. The Developer has submitted to the Corporation Counsel, and the Corporation Counsel has approved, a legal opinion in a form reasonably acceptable to the City. 8 Due Diligence. The Developer has submitted to the Corporation Counsel due diligence searches in its name (UCC liens, state and federal tax liens, pending litigation and judgments in Cook County and the U.S. District for the Northern District of Illinois, and bankruptcy), showing no unacceptable liens, litigation, judgments or filings, as reasonably determined by the Corporation Counsel. Organization and Authority Documents. The Developer has submitted to the Corporation Counsel its articles of incorporation, including all amendments thereto, as furnished and certified by the Illinois Secretary of State, and copies of its by-laws, as certified by its corporate secretary. The Developer has submitted to the Corporation Counsel resolutions authorizing it to execute and deliver this Agreement and any other documents required to complete the transaction contemplated by this Agreement and to perform its obligations under this Agreement; a certificate of good standing from the Illinois Secretary of State dated no more than thirty (30) days prior to the Closing; and such other corporate authority and organizational documents as the City may reasonably request. Economic Disclosure Statement. The Developer has provided to the Corporation Counsel an Economic Disclosure Statement, on the City's then current form, dated as of the Closing Date. MBEAA/BE and City Resident Hiring Compliance Plan. The Developer and the Developer's general contractor and all major subcontractors have met with staff from DHED regarding compliance with the MBEAA/BE, city resident hiring and other requirements set forth in Section 24, and DHED has approved the Developer's compliance plan in accordance with Section 24.4. Title. The Developer has furnished the City with title commitments for the City Parcels. Representations and Warranties. On the Closing Date, each of the representations and warranties of the Developer in Section 25 and elsewhere in this Agreement shall be true and correct. Developer / CHA Closing. On or prior to the Closing Date, the Developer and CHA shall have closed on the conveyance of the CHA Parcels. Neighborhood Investment Agreement. On or prior to the Closing Date, the Developer and the City shall have executed a Neighborhood investment Agreement in substantially the form attached hereto as Exhibit H. Other Obligations. On the Closing Date, the Developer shall have performed all of the other obligations required to be performed by the Developer under this Agreement as and when required under this Agreement. If any of the conditions in this Sections 10.1 through 10.14 have not been satisfied to DHED's reasonable satisfaction within the time periods provided for herein, DHED may, at its option, upon thirty (30) days' prior written notice to Developer, terminate this Agreement at any time after the expiration of the applicable time period, in which event this Agreement shall be null and void and, except as otherwise specifically provided, neither party shall have any further right, duty or obligation hereunder; provided, however, that if within said thirty (30) day notice 9 period Developer satisfies said condition(s), then the termination notice shall be deemed to have been withdrawn. Any forbearance by DHED in exercising its right to terminate this Agreement upon a default hereunder shall not be construed as a waiver of such right. SECTION 11. CONSTRUCTION REQUIREMENTS. Plans and Permits. The Developer shall construct the First Phase on the Property materially in accordance with the site plan prepared by the Developer and attached hereto as Exhibit D-1. and the final plans and specifications prepared by the Developer dated , which have been approved by DHED and which are incorporated herein by this reference ("Plans"). The plans for the future phases (i.e., subsequent to the First Phase) of the Project that are attached to Exhibit F are conceptual. Prior to commencing any subsequent phase of the Project, the Developer shall submit updated site plans to DHED for approval. The term "Plans" as used herein shall refer to the updated plans and specifications upon DHED's written approval of the same. No material deviation from the Plans may be made without the prior written approval of DHED. The Plans shall at all times conform to the Englewood Neighborhood TIF Plan or the 47^th/Halsted TIF Plan, as applicable, and all applicable Laws. Relocation of Utilities, Curb Cuts and Driveways. The Developer shall be solely responsible for and shall pay all costs associated with: (a) the relocation, installation or construction of public or private utilities, curb cuts and driveways; (b) the repair or reconstruction of any curbs, vaults, sidewalks or parkways required in connection with or damaged as a result of the Developer's construction of the Project; (c) the removal of existing pipes, utility equipment or building foundations; and (d) the termination or relocation of existing water or other utility services if any of this work is required for the Project or is required by the City in connection with the vacation by the City of any streets or alleys described in Exhibit E. Except to the extent preempted by federal law, the City shall have the right to approve any streetscaping provided by the Developer as part of the Project, including, without limitation, any paving of sidewalks, landscaping and lighting. City's Right to Inspect Property. For the period commencing on the Closing Date and continuing through the date the Developer completes the Project, any duly authorized representative of the City shall have access to the Property at all reasonable times for the purpose of determining whether the Developer is constructing the Project in accordance with the terms of this Agreement and all applicable Laws; provided that anyone entering the Property must abide by all reasonable safety requirements of the Developer when exercising such rights. Barricades and Signs. The Developer shall, at its sole cost and expense, erect and maintain such signs as the City may reasonably require during the Project, identifying the site as a City redevelopment project. The City reserves the right to include the name, photograph, artistic rendering of the Project and other pertinent information regarding the Developer, the Property and the Project in the City's promotional literature and communications. Prior to the commencement of any construction activity requiring barricades, the Developer shall install barricades of a type and appearance satisfactory to the City and constructed in compliance with all applicable Laws. Except to the extent preempted by federal law, DHED shall have the right to approve the maintenance, appearance, color scheme, painting, nature, type, content and design of all barricades. The Developer shall erect all signs and barricades so as not to interfere with or affect any bus stop or train station in the vicinity of the Property. 10 SECTION 12. LIMITED APPLICABILITY. Any approval given by DHED pursuant to this Agreement is for the purpose of this Agreement only and does not constitute the approval required by the City's Department of Buildings or any other City department, nor does such approval constitute an approval of the quality, structural soundness or safety of any improvements located or to be located on the Property, or the compliance of said improvements with any Laws, private covenants, restrictions of record, or any agreement affecting the Property or any part thereof. SECTION 13. COMMENCEMENT AND COMPLETION OF CONSTRUCTION. The Developer shall commence construction of the First Phase within (3) months following the issuance of the Governmental Approvals described in Section 8, and shall complete the First Phase (as evidenced by the issuance of the First Phase Certificate of Completion) no later than two (2) years from the commencement thereof. DHED, in its sole discretion, may extend the construction commencement and completion dates for good cause by issuing a written extension letter. The Developer shall give written notice to the City within five (5) days after it commences construction. The Developer shall submit to the City anticipated commencement and completion dates for the construction of subsequent phases of the Project, in advance of commencing such phases. The Developer shall construct the Project in accordance with the Plans and all applicable Laws, except to the extent preempted by federal law, and covenants and restrictions of record. SECTION 14. CERTIFICATES OF COMPLETION. The Developer shall request from the City a certificate of completion ("First Phase Certificate of Completion") upon the completion of the First Phase in accordance with this Agreement. Within forty-five (45) days after receipt of a written request by the Developer for a First Phase Certificate of Completion, the City shall provide the Developer with either the First Phase Certificate of Completion or a written statement indicating in adequate detail how the Developer has failed to complete the First Phase in conformity with this Agreement, or is otherwise in default, and what measures or acts will be necessary, in the sole opinion of the City, for the Developer to take or perform in order to obtain the First Phase Certificate of Completion. If the City requires additional measures or acts to assure compliance, the Developer shall resubmit a written request for the First Phase Certificate of Completion upon compliance with the City's response. The First Phase Certificate of Completion shall be in recordable form, and shall, upon recording, constitute a conclusive determination of satisfaction and termination of the covenants in this Agreement and the Deed with respect to the Developer's obligations to construct the First Phase. The First Phase Certificate of Completion shall not, however, constitute evidence that the Developer has complied with any Laws relating to the construction of the First Phase or the Project, and shall not serve as any "guaranty" as to the quality of the construction. Nor shall the First Phase Certificate of Completion release the Developer from its obligation to comply with the other terms, covenants and conditions of this Agreement. The Developer shall request from the City a certificate of completion ("M/WBE Certificate of Completion") upon the Developer's satisfaction of the Employment Obligations set forth in Section 24 of this Agreement. The Developer's request must include a copy of the compliance letter issued by DHED evidencing the Developer's compliance with such requirements. Within forty-five (45) days after receipt of a written request by the Developer for 11 an M/WBE Certificate of Completion, the City shall provide the Developer with either the M/WBE Certificate of Completion or a written statement indicating in adequate detail how the Developer has failed to satisfy the Employment Obligations set forth in Section 24, or is otherwise in default, and what measures or acts will be necessary, in the sole opinion of the City, for the Developer to take or perform in order to obtain the M/WBE Certificate of Completion. If the City requires additional measures or acts to assure compliance, the Developer shall resubmit a Written request for the M/WBE Certificate of Completion upon compliance with the City's response. The M/WBE Certificate of Completion shall be in recordable form, and shall, upon recording, constitute a conclusive determination of satisfaction and termination of the covenants in this Agreement and the Deed with respect to the Developer's obligations to comply with the Employment Obligations set forth in Section 24 of this Agreement. The MAA/BE Certificate of Completion shall not, however, constitute evidence that the Developer has complied with any Laws relating to the construction of the Project, and shall not serve as any "guaranty" as to the quality of the construction. Nor shall the MAA/BE Certificate of Completion release the Developer from its obligation to comply with the other terms, covenants and conditions of this Agreement. SECTION 15. RESTRICTIONS ON USE. The Developer, for itself and its successors and assigns, agrees as follows: The Developer shall (a) use the City Parcels located within the Englewood Neighborhood TIF Area in compliance with the Englewood Neighborhood TIF Plan and (b) use the City Parcels located within the 47^,h/Halsted TIF Area in compliance with the 47^th/Halsted TIF Plan, as applicable. The Developer shall not discriminate on the basis of race, color, sex, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, marital status, parental status, military discharge status, or source of income in the sale, lease, rental, use or occupancy of the Property or the Project or any part thereof. The Developer shall construct the First Phase in accordance with this Agreement, the Plans, all applicable Laws and covenants, and restrictions of record. The Developer, for itself and its successors and assigns, acknowledges and agrees that the development and use restrictions set forth in this Section 15 constitute material, bargained-for consideration for the City and are intended to further the public policies set forth in the Englewood Neighborhood TIF Plan and the 47^th/Ha!sted TIF Plan, as applicable. SECTION 16. PROHIBITION AGAINST SALE OR TRANSFER OF CITY PARCELS PRIOR TO ISSUANCE OF THE M/WBE CERTIFICATE OF COMPLETION. Prior to the issuance of the MAA/BE Certificate of Completion, the Developer may not, without the prior written consent of DHED, which consent shall be in DHED's sole discretion: (a) directly or indirectly sell, transfer or otherwise dispose of the City Parcels or any part thereof or any interest therein or the Developer's controlling interests therein (including, without limitation, a transfer by assignment of any beneficial interest under a land trust); or (b) directly or indirectly assign this Agreement. The Developer acknowledges and agrees that DHED may withhold its consent under (a) or (b) above if, among other reasons, the proposed purchaser, transferee or assignee (or such entity's principal officers or directors) is in violation of any Laws, 12 or if the Developer fails to submit sufficient evidence of the financial responsibility, business background and reputation of the proposed purchaser, transferee or assignee. If the Developer is a business entity, no principal party of the Developer (e.g., a general partner, member, manager or shareholder) may sell, transfer or assign any of its interest in the entity prior to the expiration of the Compliance Period to anyone other than another principal party, without the prior written consent of DHED, which consent shall be in DHED's sole discretion. The Developer must disclose the identity of all limited partners to the City at the time such limited partners obtain an interest in the Developer. SECTION 17. LIMITATION UPON ENCUMBRANCE OF CITY PARCELS PRIOR TO ISSUANCE OF M/WBE CERTIFICATE OF COMPLETION. Prior to the issuance of the MAA/BE Certificate of Completion for the Project, the Developer shall not, without DHED's prior written consent, which shall be in DHED's sole discretion, engage in any financing or other transaction which would create an encumbrance or lien on the City Parcels. SECTION 18. MORTGAGEES NOT OBLIGATED TO CONSTRUCT. [Intentionally omitted.] SECTION 19. COVENANTS RUNNING WITH THE LAND. The parties agree, and the Deed shall so expressly provide, that the covenants, agreements, releases and other terms and provisions contained in Section 13 (Commencement and Completion of Project), Section 15 (Restrictions on Use), Section 16 (Prohibition Against Sale or Transfer of Property), Section 17 (Limitation Upon Encumbrance of Property), and Section 23.4 (Release for Environmental Conditions) touch and concern and shall be appurtenant to and shall run with the Property. Such covenants, agreements, releases and other terms and provisions shall be binding on the Developer and its successors and assigns to the fullest extent permitted by law and equity for the benefit and in favor of the City, and shall be enforceable by the City. Such covenants, agreements, releases and other terms and provisions shall terminate as follows: Sections 13, 15.3 and 17 upon the issuance of the MAA/BE Certificate of Completion; Section 15.1(a) upon the expiration of the Englewood Neighborhood TIF Plan; Section 15.1(b) upon the expiration of the 47^,h/Halsted TIF Plan; Section 16 upon the issuance of the MAA/BE Certificate of Completion; and Sections 15.2 and 23.4 with no limitation as to time. SECTION 20. PERFORMANCE AND BREACH. Time of the Essence. Time is of the essence in the Developer's performance of its obligations under this Agreement. Event of Default. The occurrence of any one or more of the following shall constitute an "Event of Default" under this Agreement: (a) the failure of the Developer to perform, keep or observe any of the covenants, conditions, promises, agreements or obligations of the Developer under this Agreement or any related agreement; 13 the failure of the Developer to perform, keep or observe any of the covenants, conditions, promises, agreements or obligations of the Developer under any other agreement with any person or entity if such failure may have a material adverse effect on the Developer's business, property, assets, operations or condition, financial or otherwise; the making or furnishing by the Developer of any warranty, representation, statement, certification, schedule or report to the City (whether in this Agreement, an Economic Disclosure Statement or another document) which is untrue or misleading in any material respect; except as otherwise permitted hereunder, the creation (whether voluntary or involuntary) of, or any attempt to create, any lien or other encumbrance upon the Property, or the making or any attempt to make any levy, seizure or attachment thereof; the commencement of any proceedings in bankruptcy by or against the Developer or for the liquidation or reorganization of the Developer, or alleging that the Developer is insolvent or unable to pay its debts as they mature, or for the readjustment or arrangement of the Developer's debts, whether under the United States Bankruptcy Code or under any other state or federal law, now or hereafter existing, for the relief of debtors, or the commencement of any analogous statutory or non-statutory proceedings involving the Developer; provided, however, that if such commencement of proceedings is involuntary, such action shall not constitute an Event of Default unless such proceedings are not dismissed within sixty (60) days after the commencement of such proceedings; the appointment of a receiver or trustee for the Developer for the Project, for any substantial part of the Developer's assets or the institution of any proceedings for the dissolution, or the full or partial liquidation, or the merger or consolidation, of the Developer; provided, however, that if such appointment or commencement of proceedings is involuntary, such action shall not constitute an Event of Default unless such appointment is not revoked or such proceedings are not dismissed within sixty (60) days after the commencement thereof; the entry of any judgment or order against the Developer which is related to the Property and remains unsatisfied or undischarged and in effect for sixty (60) days i iCi ouull ci iii y win iuui ci oiay ui ci iivi oci i ici ii ui cacuuuui I, the dissolution of the Developer; and (i) the occurrence of a material and adverse change in the Developer's financial condition or operations. 20.3 Cure. If the Developer defaults in the performance of its obligations under this Agreement, the Developer shall have ninety (90) days after written notice of default from the City to cure the default, or such longer period as shall be reasonably necessary to cure such default provided the Developer promptly commences such cure and thereafter diligently pursues such cure to completion (so long as continuation of the default does not create material risk to 14 the Project or to persons using the Project). Notwithstanding the foregoing or any other provision of this Agreement to the contrary: there shall be no notice requirement with respect to Events of Default described in Section 5 (with respect to Outside Closing Date); there shall be no notice requirement or cure period with respect to Events of Default described in Section 13 (Commencement and Completion of Project), Section 16 (Prohibition Against Transfer of Property) and Section 17 (Limitation Upon Encumbrance of Property); and Event of Default Prior to Closing. If an Event of Default occurs prior to the Closing, and the default is not cured in the time period provided for in Section 20.3 above, the City may terminate this Agreement, institute any action or proceeding at law or in equity against the Developer, and retain the Earnest Money and Performance Deposit as liquidated damages. Event of Default After Closing but Before Commencement of Construction. If an Event of Default occurs after the Closing, but before commencement of construction of the Project, and the default is not cured in the time period provided for in Section 20.3 above, the City may retain the Performance Deposit, terminate this Agreement and exercise any and all remedies available to it at law or in equity. Event of Default After Closing and Commencement of Construction but Before Issuance of the MAA/BE Certificate of Completion. If an Event of Default occurs after the Closing and commencement of construction, but prior to the issuance of the MAA/BE Certificate of Completion, and the default is not cured in the time period provided for in Section 20.3 above, the City may retain the Performance Deposit, terminate this Agreement and exercise any and all remedies available to it at law or in equity. Event of Default After Issuance of the MAA/BE Certificate of Completion. If subsequent to the City's issuance of the MAA/BE Certificate of Completion an Event of Default occurs, the City may exercise any and all remedies available to it at law or in equity, other than the right to re-enter the Property and revest title to the City. This Section 20.2 shall not limit or amend the covenants running with the Property as set forth in Section 19. SECTION 21. CONFLICT OF INTEREST; CITY'S REPRESENTATIVES NOT INDIVIDUALLY LIABLE. The Developer represents and warrants that no agent, official or employee of the City shall have any personal interest, direct or indirect, in the Developer, this Agreement, the Property or the Project, nor shall any such agent, official or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, association or other entity in which he or she is directly or indirectly interested. No agent, official or employee of the City shall be personally liable to the Developer or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Developer or successor or with respect to any commitment or obligation of the City under the terms of this Agreement. SECTION 22. INDEMNIFICATION. 15 The Developer agrees to indemnify, defend and hold the City harmless from and against any Losses suffered or incurred by the City arising from or in connection with: (a) the failure of the Developer to perform its obligations under this Agreement; (b) the failure of the Developer or any Agent to pay contractors, subcontractors or material suppliers in connection with the construction and management of the Project; (c) any misrepresentation or omission made by the Developer or any Agent; (d) the failure of the Developer to redress any misrepresentations or omissions in this Agreement or any other agreement relating hereto; and (e) any activity undertaken by the Developer or any Agent on the Property prior to or after the Closing. This indemnification shall survive the Closing or any termination of this Agreement (regardless of the reason for such termination). SECTION 23. ENVIRONMENTAL MATTERS. 23.1 "AS IS" SALE. THE DEVELOPER ACKNOWLEDGES THAT IT HAS HAD ADEQUATE OPPORTUNITY TO INSPECT AND EVALUATE THE STRUCTURAL, PHYSICAL AND ENVIRONMENTAL CONDITION AND RISKS OF THE CITY PARCELS AND ACCEPTS THE RISK THAT ANY INSPECTION MAY NOT DISCLOSE ALL MATERIAL MATTERS AFFECTING THE CITY PARCELS. THE DEVELOPER AGREES TO ACCEPT THE CITY PARCELS IN THEIR "AS IS," "WHERE IS" AND "WITH ALL FAULTS" CONDITION AT CLOSING WITHOUT ANY COVENANT, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, AS TO ANY MATTERS CONCERNING THE CITY PARCELS, INCLUDING WITHOUT LIMITATION: (a) THE STRUCTURAL, PHYSICAL OR ENVIRONMENTAL CONDITION OF THE CITY PARCELS; (b) THE SUITABILITY OF THE CITY PARCELS FOR ANY PURPOSE WHATSOEVER; (c) THE CONDITION OF SOILS, GEOLOGY, AND GROUNDWATER; (d) THE COMPLIANCE OF THE CITY PARCELS WITH ANY APPLICABLE ENVIRONMENTAL LAW; OR (e) THE PRESENCE OR REMOVAL OF HAZARDOUS SUBSTANCES ON, UNDER, OR ABOUT THE CITY PARCELS OR ADJACENT PROPERTY. THE DEVELOPER ACKNOWLEDGES THAT IT IS RELYING SOLELY UPON ITS OWN INSPECTION AND OTHER DUE DILIGENCE ACTIVITIES AND NOT UPON ANY INFORMATION (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL STUDIES OR REPORTS OF ANY KIND) PROVIDED BY OR ON BEHALF OF THE CITY OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. THE DEVELOPER AGREES THAT IT IS THE DEVELOPER'S SOLE RESPONSIBILITY AND OBLIGATION TO PERFORM ANY ENVIRONMENTAL REMEDIATION WORK AND TAKE SUCH OTHER ACTION AS IS NECESSARY TO PUT THE CITY PARCELS IN A CONDITION WHICH IS SUITABLE FOR ITS INTENDED USE. I M^l H Ol II IH 1 . I I IV l_S V ¥ VIW\|.SVI O Wir^UllVI I IV fSKAi N-/I IUiJV 11 IV Wit Jf I Ct I UOlO lO conditioned upon the Developer being satisfied with the condition of the City Parcels for the construction, development and operation of the Project. Upon the Developer's request, the City shall grant the Developer the right, at the Developer's sole cost and expense, to enter the City Parcels, pursuant to an access agreement reasonably acceptable to the City, to inspect the same, perform surveys, environmental assessments, soil tests and any other due diligence the Developer deems necessary or desirable to satisfy itself as to the condition of the City Parcels. If the Developer determines that it is not satisfied, in its sole discretion, with the condition of the City Parcels, the Developer may terminate this Agreement by written notice to the City any time prior to the Closing Date, whereupon the City shall return the Earnest Money and Performance Deposit to the Developer and this Agreement shall be null and void and, except as otherwise specifically provided, neither party shall have any further right, duty or obligation hereunder. If 16 the Developer elects not to terminate this Agreement pursuant to this Section 23.2, the Developer shall be deemed satisfied with the condition of the City Parcels. Release and Indemnification. The Developer, on behalf of itself and the other Developer Parties, or anyone claiming by, through, or under the Developer Parties, hereby releases, relinquishes and forever discharges the City Parties from and against any and all claims for Losses which the Developer or any of the Developer Parties ever had, now have, or hereafter may have, whether grounded in tort or contract or otherwise, in any and all courts or other forums, of whatever kind or nature, whether known or unknown, arising out of or in any way connected with, directly or indirectly (a) any environmental contamination, pollution or hazards associated with the City Parcels or any improvements, facilities or operations located or formerly located thereon, including, without limitation, any release, emission, discharge, generation, transportation, treatment, storage or disposal of Hazardous Substances, or threatened release, emission or discharge of Hazardous Substances; (b) the structural, physical or environmental condition of the City Parcels, including, without limitation, the presence or suspected presence of Hazardous Substances in, on, under or about the City Parcels or the migration of Hazardous Substances from or to other property; (c) any violation of, compliance with, enforcement of or liability under any Environmental Laws, including, without limitation, any Losses arising under CERCLA, and (d) any investigation, cleanup, monitoring, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or other third party in connection or associated with the City Parcels or any improvements, facilities or operations located or formerly located thereon (collectively, "Released Claims"). Furthermore, after the Closing, the Developer shall defend, indemnify, and hold the City Parties harmless from and against any and all Losses which may be made or asserted by any third parties arising out of or in any way connected with, directly or indirectly, any of the Released Claims. The foregoing covenant of release and indemnification shall run with the City Parcels, and shall be binding upon all successors and assigns of the Developer with respect to the City Parcels, including, without limitation, each and every person, firm, corporation, limited liability company, trust or other entity owning, leasing, occupying, using or possessing any portion of the City Parcels under or through the Developer following the date of the Deed. The Developer acknowledges and agrees that the foregoing covenant of release and indemnification constitutes a material inducement to the City to enter into this Agreement, and that, but for such release and indemnification, the City would not have agreed to convey the City Parcels to the Developer. It is expressly agreed and understood by and between the Developer and the City that, should any future obligation of the Developer, or any of the Developer Parties, arise or be alleged to arise in connection with any environmental, soil or other condition of the City Parcels, neither the Developer, nor any of the Developer Parties, will assert that those obligations must be satisfied in whole or in part by the City because this Section 23.3 contains a full, complete and final release of all such claims. Release Runs with the Land. The covenant of release in Section 23.3 shall run with the City Parcels, and shall be binding upon all successors and assigns of the Developer with respect to the City Parcels, including, without limitation, each and every person, firm, corporation, limited liability company, trust or other entity owning, leasing, occupying, using or possessing any portion of the City Parcels under or through the Developer following the date of the Deed. The Developer acknowledges and agrees that the foregoing covenant of release constitutes a material inducement to the City to enter into this Agreement, and that, but for such release, the City would not have agreed to convey the City Parcels to the Developer. It is expressly agreed and understood by and between the Developer and the City that, should any future obligation of the Developer, or any of the Developer Parties, arise or be alleged to arise in 17 connection with any environmental, soil or other condition of the City Parcels, neither the Developer, nor any of the Developer Parties, will assert that those obligations must be satisfied in whole or in part by the City because Section 23.3 contains a full, complete and final release of all such claims. Rehabilitation Work and Removal of Materials from the City Parcels. The Developer shall: (a) perform all rehabilitation work in accordance with all applicable Environmental Laws, (b) dispose of all materials in accordance with all applicable Environmental Laws, (c) maintain documentation evidencing that such disposal was in accordance with all applicable Environmental Laws, and (d) provide copies of such documentation to the City upon request. Survival. This Section 23 shall survive the Closing or any termination of this Agreement (regardless of the reason for such termination). SECTION 24. DEVELOPER'S EMPLOYMENT OBLIGATIONS. 24.1 Employment Opportunity. The Developer agrees, and shall contractually obligate its various contractors, subcontractors and any Affiliate of the Developer operating on the Property (collectively, the "Employers" and individually, an "Employer") to agree, that with respect to the provision of services in connection with the construction of the Project: Neither the Developer nor any Employer shall discriminate against any employee or applicant for employment based upon race, religion, color, sex, national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income as defined in the City of Chicago Human Rights Ordinance, Section 2-160-010 et seg. of the Municipal Code of Chicago, as amended from time to time (the "Human Rights Ordinance"). The Developer and each Employer shall take affirmative action to ensure that applicants are hired and employed without discrimination based upon the foregoing grounds, and are treated in a non-discriminatory manner with regard to all job-related matters, including, without limitation: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Developer and each Employer agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this nondiscrimination clause. In addition, the Developer and each Employer, in all solicitations or advertisements for employees, shall state that all qualified applicants shall receive consideration for employment without discrimination based upon the foregoing grounds. To the greatest extent feasible, the Developer and each Employer shall (i) present opportunities for training and employment of low and moderate income residents of the City, and (ii) provide that contracts for work in connection with the construction of the Project be awarded to business concerns which are located in or owned in substantial part by persons residing in, the City. The Developer and each Employer shall comply with all federal, state and local equal employment and affirmative action statutes, rules and regulations, including, without limitation, the Human Rights Ordinance and the Illinois Human Rights Act, 775 18 ILCS 5/1-101 et seg. (1993), both as amended from time to time, and any regulations promulgated thereunder. The Developer, in order to demonstrate compliance with the terms of this Section 24.1, shall cooperate with and promptly and accurately respond to inquiries by the City, which has the responsibility to observe and report compliance with equal employment opportunity regulations of federal, state and municipal agencies. The Developer and each Employer shall include the foregoing provisions of subparagraphs (a) through (d) in every contract entered into in connection with the construction of the Project, and shall require inclusion of these provisions in every subcontract entered into by any subcontractors, and every agreement with any affiliate operating on the Property, so that each such provision shall be binding upon each contractor, subcontractor or affiliate, as the case may be. Failure to comply with the employment obligations described in this Section 24.1 shall be a basis for the City to pursue remedies under the provisions of Section 20. 24.2 City Resident Employment Requirement. The Developer agrees, and shall contractually obligate each Employer to agree, that during the construction of the Project, the Developer and each Employer shall comply with the minimum percentage of total worker hours performed by actual residents of the City of Chicago as specified in Section 2-92-330 of the Municipal Code of Chicago (at least fifty percent); provided, however, that in addition to complying with this percentage, the Developer and each Employer shall be required to make good faith efforts to utilize qualified residents of the City in both unskilled and skilled labor positions. The Developer and the Employers may request a reduction or waiver of this minimum percentage level of Chicagoans as provided for in Section 2-92-330 of the Municipal Code of Chicago in accordance with standards and procedures developed by the chief procurement officer of the City of Chicago. "Actual residents of the City of Chicago" shall mean persons domiciled within the City of Chicago. The domicile is an individual's one and only true, fixed and ^V/i liiciiiwiil I iui I iu ciiivj ivipCii votCi ksiidl li i Ivl il. The Developer and the Employers shall provide for the maintenance of adequate employee residency records to ensure that actual Chicago residents are employed on the construction of the Project. The Developer and the Employers shall maintain copies of personal documents supportive of every Chicago employee's actual record of residence. The Developer and the Employers shall submit weekly certified payroll reports (U.S. Department of Labor Form WH-347 or equivalent) to DHED in triplicate, which shall identify clearly the actual residence of every employee on each submitted certified payroll. The first time that an employee's name appears on a payroll, the date 19 that the Developer or Employer hired the employee should be written in after the employee's name. The Developer and the Employers shall provide full access to their employment records to the chief procurement officer, DHED, the Superintendent of the Chicago Police Department, the inspector general, or any duly authorized representative thereof. The Developer and the Employers shall maintain all relevant personnel data and records for a period of at least three (3) years after the issuance of the MAA/BE Certificate of Completion. At the direction of DHED, the Developer and the Employers shall provide affidavits and other supporting documentation to verify or clarify an employee's actual address when doubt or lack of clarity has arisen. Good faith efforts on the part of the Developer and the Employers to provide work for actual Chicago residents (but not sufficient for the granting of a waiver request as provided for in the standards and procedures developed by the chief procurement officer) shall not suffice to replace the actual, verified achievement of the requirements of this Section 24.2 concerning the worker hours performed by actual Chicago residents. (i) If the City determines that the Developer or an Employer failed to ensure the fulfillment of the requirements of this Section 24.2 concerning the worker hours performed by actual Chicago residents or failed to report in the manner as indicated above, the City will thereby be damaged in the failure to provide the benefit of demonstrable employment to Chicagoans to the degree stipulated in this Section 24.2. If such non-compliance is not remedied in accordance with the breach and cure provisions of Section 20.3. the parties agree that 1/20 of 1 percent (.05%) of the aggregate hard construction costs set forth in the Budget shall be surrendered by the Developer to the City in payment for each percentage of shortfall toward the stipulated residency requirement. Failure to report the residency of employees entirely and correctly shall result in the surrender of the entire liquidated damages as if no Chicago residents were employed in either of the categories. The willful falsification of statements and the certification of payroll data may subject the Developer and/or the other Employers or employees to prosecution. (j) Nothing herein provided shall be construed to be a limitation upon the "Notice of Requirements for Affirmative Action to Ensure Equal Employment Opportunity, Executive Order 11246" and "Standard Federal Equal Employment Opportunity, Executive Order 11246," or other affirmative action required for equal opportunity under the provisions of this Agreement. (k) The Developer shall cause or require the provisions of this Section 24.2 to be included in all construction contracts and subcontracts related to the construction of the Project. 24.3 Developer's MBEAA/BE Commitment. The Developer agrees for itself and its successors and assigns, and, if necessary to meet the requirements set forth herein, shall contractually obligate the general contractor to agree, that during the construction of the Project: 20 Consistent with the findings which support, as applicable, (i) the Minority-Owned and Women-Owned Business Enterprise Procurement Program, Section 2-92-420 et seg., Municipal Code of Chicago (the "Procurement Program"), and (ii) the Minority- and Women-Owned Business Enterprise Construction Program, Section 2-92-650 et seg., Municipal Code of Chicago (the "Construction Program," and collectively with the Procurement Program, the "MBEAA/BE Program"), and in reliance upon the provisions of the MBEAA/BE Program to the extent contained in, and as qualified by, the provisions of this Section 24.3, during the course of construction of the Project, at least 24% of the aggregate hard construction costs set forth in the budget attached hereto as Exhibit G (such budget, the "MBE/WBE Budget") shall be expended for contract participation by minority-owned businesses and at least 4% of the aggregate hard construction costs set forth in the MBEAA/BE Budget shall be expended for contract participation by women-owned businesses. For purposes of this Section 24.3 only: The Developer (and any party to whom a contract is let by the Developer in connection with the Project) shall be deemed a "contractor" and this Agreement (and any contract let by the Developer in connection with the Project) shall be deemed a "contract" or a "construction contract" as such terms are defined in Sections 2-92-420 and 2-92-670, Municipal Code of Chicago, as applicable. The term "minority-owned business" or "MBE" shall mean a business identified in the Directory of Certified Minority Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a minority-owned business enterprise, related to the Procurement Program or the Construction Program, as applicable. The term "women-owned business" or "WBE" shall mean a business identified in the Directory of Certified Women Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a women-owned business enterprise, related to the Procurement Program or the Construction Program, as applicable. Consistent with Sections 2-92-440 and 2-92-720, Municipal Code of Chicago, the Developer's MBEAA/BE commitment may be achieved in part by the Developer's status as an MBE or WBE (but only to the extent of any actual work performed on the Project by the Developer) or by a joint venture with one or more MBEs or WBEs (but only to the extent of the lesser of (i) the MBE or WBE participation in such joint venture, or (ii) the amount of any actual work performed on the Project by the MBE or WBE); by the Developer utilizing a MBE or a WBE as the general contractor (but only to the extent of any actual work performed on the Project by the general contractor); by subcontracting or causing the general contractor to subcontract a portion of the construction of the Project to one or more MBEs or WBEs; by the purchase of materials or services used in the construction of the Project from one or more MBEs or WBEs; or by any combination of the foregoing. Those entities which constitute both a MBE and a WBE shall not be credited more than once with regard to the Developer's MBEAA/BE 21 commitment as described in this Section 24.3. In accordance with Section 2-92-730, Municipal Code of Chicago, the Developer shall not substitute any MBE or WBE general contractor or subcontractor without the prior written approval of DHED. The Developer shall deliver quarterly reports to the City's monitoring staff during the construction of the Project describing its efforts to achieve compliance with this MBEAA/BE commitment. Such reports shall include, inter alia, the name and business address of each MBE and WBE solicited by the Developer or the general contractor to work on the Project, and the responses received from such solicitation, the name and business address of each MBE or WBE actually involved in the construction of the Project, a description of the work performed or products or services supplied, the date and amount of such work, product or service, and such other information as may assist the City's monitoring staff in determining the Developer's compliance with this MBEAA/BE commitment. The Developer shall maintain records of all relevant data with respect to the utilization of MBEs and WBEs in connection with the construction of the Project for at least five (5) years after completion of the Project, and the City's monitoring staff shall have access to all such records maintained by the Developer, on prior notice of at least five (5) business days, to allow the City to review the Developer's compliance with its commitment to MBEAA/BE participation and the status of any MBE or WBE performing any portion of the construction of the Project. Upon the disqualification of any MBE or WBE general contractor or subcontractor, if the disqualified party misrepresented such status, the Developer shall be obligated to discharge or cause to be discharged the disqualified general contractor or subcontractor, and, if possible, identify and engage a qualified MBE or WBE as a replacement. For purposes of this subsection (e), the disqualification procedures are further described in Sections 2-92-540 and 2-92-730, Municipal Code of Chicago, as applicable. Any reduction or waiver of the Developer's MBEAA/BE commitment as described in this Section 24.3 shall be undertaken in accordance with Sections 2-92-450 and 2-92-730, Municipal Code of Chicago, as applicable. 24.4 Pre-Construction Conference and Post-Closing Compliance Requirements. Not less than fourteen (14) days prior to the Closing Date, the Developer and the Developer's general contractor and all major subcontractors shall meet with DHED monitoring staff regarding compliance with all Section 24 requirements. During this pre-construction meeting, the Developer shall present its plan to achieve its obligations under this Section 24, the sufficiency of which the City's monitoring staff shall approve as a precondition to the Closing. During the construction of the Project, the Developer shall submit all documentation required by this Section 24 to the City's monitoring staff, including, without limitation, the following: (a) subcontractor's activity report; (b) contractor's certification concerning labor standards and prevailing wage requirements; (c) contractor letter of understanding; (d) monthly utilization report; (e) authorization for payroll agent; (f) certified payroll; (g) evidence that MBEAA/BE contractor associations have been informed of the Project via written notice and hearings; and (h) evidence of compliance with job creation/job retention requirements. Failure to submit such documentation on a timely basis, or a determination by the City's monitoring staff, upon analysis of the documentation, that the Developer is not complying with its obligations under this Section 24, shall, upon the delivery of written notice to the Developer, be deemed an Event of Default. Upon the occurrence of any such Event of Default, in addition to any other remedies provided in 22 this Agreement, the City may: (x) issue a written demand to the Developer to halt construction of the Project, (y) withhold any further payment of any City funds to the Developer or the general contractor, or (z) seek any other remedies against the Developer available at law or in equity. SECTION 25. REPRESENTATIONS AND WARRANTIES. 25.1 Representations and Warranties of the Developer. To induce the City to execute this Agreement and perform its obligations hereunder, the Developer represents, warrants and covenants to the City that as of the Effective Date and as of the Closing Date the following shall be true, accurate and complete in all respects: The Developer is a Virginia corporation, validly existing and in good standing under the laws of the State of Virginia and the State of Illinois, with full power and authority to acquire, own and redevelop the Property, and the persons signing this Agreement on behalf of the Developer have the authority to do so. All certifications and statements contained in the Economic Disclosure Statements submitted to the City by the Developer (and any legal entity holding an interest in the Developer) are true, accurate and complete. The Developer's execution, delivery and performance of this Agreement and all instruments and agreements contemplated hereby will not, upon the giving of notice or lapse of time, or both, result in a breach or violation of, or constitute a default under, any other agreement to which the Developer, or any party affiliated with the Developer, is a party or by which the Developer or the Property is bound. No action, litigation, investigation or proceeding of any kind is pending or threatened against the Developer, or any party affiliated with the Developer, by or before any court, governmental commission, board, bureau or any other administrative agency, and the Developer knows of no facts which could give rise to any such action, litigation, investigation or proceeding, which could: (i) affect the ability of the Developer to perform its obligations hereunder; or (ii) materially affect the operation or financial condition of the Developer. The Developer is now and for the term of the Agreement shall remain solvent and able to pay its debts as they mature. The Developer has and shall maintain all Governmental Approvals (including, without limitation, appropriate environmental approvals) necessary to conduct its business and to construct, complete and operate the Project. The Developer is not in default with respect to any indenture, loan agreement, mortgage, note or any other agreement or instrument related to the borrowing of money to which the Developer is a party or by which the Developer is bound. The Project will not violate: (i) any applicable Laws, including, without limitation, any zoning and building codes and Environmental Laws; or (ii) any applicable building permit, restriction of record or other agreement affecting the Property. 23 (i) The Developer will complete the Project using only Equity, and not any third-party financing. Representations and Warranties of the City. To induce the Developer to execute this Agreement and perform its obligations hereunder, the City hereby represents and warrants to the Developer that the City has authority under its home rule powers to execute and deliver this Agreement and perform the terms and obligations contained herein. Survival of Representations and Warranties. Each of the parties agrees that all warranties, representations, covenants and agreements contained in this Section 25 and elsewhere in this Agreement are true, accurate and complete as of the Effective Date and shall survive the Effective Date and be in effect throughout the term of the Agreement. SECTION 26. NOTICES. Any notice, demand or communication required or permitted to be given hereunder shall be given in writing at the addresses set forth below by any of the following means: (a) personal service; (b) facsimile; (c) overnight courier; or (d) registered or certified first class mail, postage prepaid, return receipt requested: If to the City: City of Chicago Department of Housing and Economic Development 121 North LaSalle Street, Room 1000 Chicago, Illinois 60602 Attn: Commissioner With a copy to: City of Chicago Department of Law 121 North LaSalle Street, Room 600 Chicago, Illinois 60602 Attn: Real Estate and Land Use Division If to the Developer: Norfolk Southern Railway Company 1200 Peachtree Street, N.E. 12^th Floor Atlanta, GA 30309 A u» . I: I _ 1 # ll:li /awi. Liiiua v. run With a copy to: Thomas J. Murphy PC 111 W Washington Street Suite 1920 Chicago, IL 60602-2719 Any notice, demand or communication given pursuant to either clause (a) or (b) hereof shall be deemed received upon such personal service or upon confirmed transmission by facsimile, respectively, provided that such facsimile transmission is confirmed as having occurred prior to 5:00 p.m. on a business day. If such transmission occurred after 5:00 p.m. on a business day or on a non-business day, it shall be deemed to have been given on the next business day. Any notice, demand or communication given pursuant to clause (c) shall be deemed received on the 24 business day immediately following deposit with the overnight courier. Any notice, demand or communication sent pursuant to clause (d) shall be deemed received three (3) business days after mailing. The parties, by notice given hereunder, may designate any further or different addresses to which subsequent notices, demands or communications shall be given. The refusal to accept delivery by any party or the inability to deliver any communication because of a changed address of which no notice has been given in accordance with this Section 26 shall constitute delivery. SECTION 27. BUSINESS RELATIONSHIPS. The Developer 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 defined 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 Agreement, 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 Agreement shall be grounds for termination of this Agreement and the transactions contemplated hereby. The Developer hereby represents and warrants that no violation of Section 2-156-030 (b) has occurred with respect to this Agreement or the transactions contemplated hereby. SECTION 28. PATRIOT ACT CERTIFICATION. The Developer represents and warrants that neither the Developer 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. For purposes of this Section 28 only, an "Affiliate" shall be deemed to be a person or entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the Developer, 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. SECTION 29. PROHIBITION ON CERTAIN CONTRIBUTIONS PURSUANT TO MAYORAL EXECUTIVE ORDER NO. 2011-4. 29.1 The Developer agrees that the Developer, any person or entity who directly or indirectly has an ownership or beneficial interest in the Developer of more than 7.5 percent ("Owners"), spouses and domestic partners of such Owners, the Developer's contractors (i.e., any person or entity in direct contractual privity with the Developer regarding the subject matter of this Agreement) ("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 25 spouses and domestic partners of such Sub-owners (the Developer 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 Agreement by the Developer, (b) while this Agreement or any Other Contract (as hereinafter defined) is executory, (c) during the term of this Agreement or any Other Contract, or (d) during any period while an extension of this Agreement or any Other Contract is being sought or negotiated. This provision shall not apply to contributions made prior to May 16, 2011, the effective date of Executive Order 2011-4. The Developer represents and warrants that from the later of (a) May 16, 2011, or (b) the date the City approached the Developer, or the date the Developer approached the City, as applicable, regarding the formulation of this Agreement, no Identified Parties have made a contribution of any amount to the Mayor or to his political fundraising committee. The Developer 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 his political fundraising committee. The Developer 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. Notwithstanding anything to the contrary contained herein, the Developer agrees that a violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this Section 29 or violation of Mayoral Executive Order No. 2011-4 constitutes a breach and default under this Agreement, and under any Other Contract for which no opportunity to cure will be granted, unless the City, in its sole discretion, elects to grant such an opportunity to cure. Such breach and default entitles the City to all remedies (including, without limitation, termination for default) under this Agreement, and under any Other Contract, at law and in equity. This provision amends any Other Contract and supersedes any inconsistent provision contained therein. If the Developer 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 h\/ this Anrpement For purposes of this provision: "Bundle" means to collect contributions from more than one source, which contributions are then delivered by one person to the Mayor or to his political fundraising committee. "Other Contract" means any other agreement with the City to which the Developer 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. 26 "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. SECTION 30. MISCELLANEOUS. The following general provisions govern this Agreement: Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute a single, integrated instrument. Cumulative Remedies. The remedies of any party hereunder are cumulative and the exercise of any one or more of such remedies shall not be construed as a waiver of any other remedy herein conferred upon such party or hereafter existing at law or in equity, unless specifically so provided herein. 27 Date for Performance. If the final date of any time period set forth herein falls on a Saturday, Sunday or legal holiday under the laws of Illinois or the United States of America, then such time period shall be automatically extended to the next business day. Entire Agreement; Modification. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements, negotiations and discussions. This Agreement may not be modified or amended in any manner without the prior written consent of the parties hereto. No term of this Agreement may be waived or discharged orally or by any course of dealing, but only by an instrument in writing signed by the party benefitted by such term. Exhibits. All exhibits referred to herein and attached hereto shall be deemed part of this Agreement. Force Majeure. Neither the City nor the Developer shall be considered in breach of its obligations under this Agreement in the event of a delay due to unforeseeable events or conditions beyond the reasonable control of the party affected which in fact interferes with the ability of such party to discharge its obligations hereunder, including, without limitation, fires, floods, strikes, shortages of material and unusually severe weather or delays of subcontractors due to such causes. The time for the performance of the obligations shall be extended only for the period of the delay and only if the party relying on this section requests an extension in writing within twenty (20) days after the beginning of any such delay. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Headings. The headings of the various sections and subsections of this Agreement have been inserted for convenience of reference only and shall not in any manner be construed as modifying, amending or affecting in any way the express terms and provisions hereof. No Merger. The terms of this Agreement shall not be merged with the Deed, and the delivery of the Deed shall not be deemed to affect or impair the terms of this Agreement. No Waiver. No waiver by the City with respect to any specific default by the Developer shall be deemed to be a waiver of the rights of the City with respect to any other defaults of the Developer, nor shall any forbearance by the City to seek a remedy for any breach or default be deemed a waiver of its rights and remedies with respect to such breach or default, nor shall the City be deemed to have waived any of its rights and remedies unless such waiver is in writing. Severability. If any term of this Agreement or any application thereof is held invalid or unenforceable, the remainder of this Agreement shall be construed as if such invalid part were never included herein and this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law. Successors and Assigns. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall apply to and bind the successors and assigns of the parties. 28 SECTION 31. FAILURE TO MAINTAIN ELIGIBILITY TO DO BUSINESS WITH THE CITY. Failure by Developer 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 grounds for termination of the Agreement and the transactions contemplated thereby. Developer shall at all times comply with Section 2-154-020 of the Municipal Code of Chicago. SECTION 32. INSPECTOR GENERAL AND LEGISLATIVE INSPECTOR GENERAL. It is the duty of every officer, employee, department, agency, contractor, subcontractor, developer and licensee of the City, and every applicant for certification of eligibility for a City contract or program, to cooperate with the City's Legislative Inspector General and with the City's Inspector General in any investigation or hearing undertaken pursuant to Chapters 2-55 and 2-56, respectively, of the Municipal Code of Chicago. The Developer understands and will abide by all provisions of Chapters 2-55 and 2-56 of the Municipal Code of Chicago. SECTION 33. SHAKMAN (i) The City is subject to the May 31, 2007 Order entitled "Agreed Settlement Order and Accord" (the "Shakman Accord") and the August 16, 2007 "City of Chicago Hiring Plan" ( the "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 Shakman Accord and the City Hiring Plan prohibit the City from hiring persons as governmental employees in non-exempt positions on the basis of political reasons or factors. Developer is aware that City policy prohibits City employees from directing any individual to apply for a position with Developer, either as an employee or as a subcontractor, and from directing Developer to hire an individual as an employee or as a subcontractor. Accordingly, Developer must follow its own hiring and contracting procedures, without being influenced by City employees. Any and all personnel provided by Developer under this Agreement are employees or subcontractors of Developer, not employees of the City of Chicago. This Agreement 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 Developer. Developer will not condition, base, or knowingly prejudice or affect any term or aspect to the employment of any personnel provided under this Agreement, or offer employment to any individual to provide services under this Agreement, 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 Agreement, 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 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. (iv) In the event of any communication to Developer by a City employee or City official in violation of Section 33(ii) above, or advocating a violation of Section 33)(iii) above, Developer 29 will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section of the City's Office of the Inspector General ("IGO Hiring Oversight"), and also to the head of the relevant City Department utilizing services provided under this Agreement. Developer will also cooperate with any inquiries by IGO Hiring Oversight or the Shakman Monitor's Office related to the contract. (Signature Page Follows) 30 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on or as of the date first above written. CITY OF CHICAGO, an Illinois municipal corporation By: Andrew J. Mooney Commissioner of the Department of Housing and Economic Development NORFOLK SOUTHERN RAILWAY COMPANY, A Virginia corporation By: Name: Its: THIS INSTRUMENT PREPARED BY, AND AFTER RECORDING, PLEASE RETURN TO: Arthur Dolinsky Senior Counsel City of Chicago, Department of Law 121 North LaSalle Street, Room 600 Chicago, Illinois 60602 (312) 744-0200 31 STATE OF ILLINOIS COUNTY OF COOK ) ) SS. ) I, the undersigned, a Notary Public in and for said County, in the State aforesaid, do hereby certify that Andrew J. Mooney, Commissioner of the Department of Housing and Economic Development of the City of Chicago, an Illinois municipal corporation, 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, as said Commissioner, he signed and delivered the foregoing instrument pursuant to authority given by the City of Chicago as his free and voluntary act and as the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein set forth. GIVEN under my notarial seal this day of , 20 . NOTARY PUBLIC 32 STATE OF GEORGIA ) ) SS. COUNTY OF FULTON ) I, the undersigned, a Notary Public in and for said County, in the State aforesaid, do hereby certify that , the of Norfolk Southern Railway Company, a Virginia for-profit corporation, 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 s/he signed and delivered the foregoing instrument pursuant to authority given by said corporation, as her/his free and voluntary act and as the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. GIVEN under my notarial seal this day of , 20 . NOTARY PUBLIC 33 (sub) EXHIBIT A to Redevelopment Agreement LEGAL DESCRIPTION OF CITY PARCELS (SUBJECT TO FINAL SURVEY AND TITLE COMMITMENT) [Attached] EXHIBIT A PARCEL 1: THE EAST 10 FEET OF LOT 9, AND ALL OF LOTS 10, 11, 12, 13, 14, 32, 38, 59, 62, 63, 64, 65, 66, 67 AND THE NORTH 75 FEET OF LOTS 70, 71 AND 72 IN BLOCK 1; AND LOTS 1, 2, 3, 4, 33, 38, 42, 52, 53, 55, 57, 58, 59, 60, 65 AND 66 IN BLOCK 2, ALL IN MILLER AND RIGDON'S SUBDIVISION OF OUTLOT OR BLOCK 29 (EXCEPT THE NORTH 134 FEET THEREOF) IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, LYING EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs525, 531, 535 and 537 West Garfield Boulevard 518 and 532 West 56th Street Chicago, Illinois 6062120-16-104-005 20-16-104-008 20-16-104-006 20-16-104-021 20-16-104-007 20-16-104-027416, 430 and 440 West 56th Street 453 West Garfield Boulevard Chicago, Illinois 6062120-16-105-026 20-16-105-030 20-16-105-035 20-16-105-044503, 515, 519, 521, 523, 527 and 535 West 56th Street Chicago, Illinois 6062120-16-106-006 _9ni._infim920-16-106-009 20-16-106-010 20- 6- 06-0 20-16-106-011 ²⁰-¹⁶-¹⁰⁶-⁰¹⁵413, 415, 427, 431, 433, 435, 439, 445 and 447 West 56th Street Chicago, Illinois 6062120-16-107-005 _901fiin7m920-16-107-006 20-6-07-0 2 20-16-107-008 20-6-07-On 20-16-107-010 20-6- 07-0 8 20-16-107-011 20-¹⁶-107-019 -1- PARCEL 2: LOTS 3, 4, 10, 11, 12 AND 17 IN BLOCK 1; LOT 14 IN BLOCK 2; LOTS 8 AND 9 IN BLOCK 3; AND LOTS 9 AND 12 IN BLOCK 4, ALL IN H. C. MOREY'S SUBDIVISION OF THE NORTH '/₂ OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs536 West Tremont Avenue Chicago, Illinois 6062120-16-106-022402, 404, 418, 422, 424 and 436 W. Tremont Avenue Chicago, Illinois 6062120-16-107-030 20-16-107-037 20-16-107-035 20-16-107-043 20-16-107-036 20-16-107-044521 and 523 West Tremont Avenue 520 West 56th Place Chicago, Illinois 6062120-16-108-010 20-16-108-019 on 1 f. 1 no pm421 and 425 West Tremont Avenue Chicago, Illinois 6062120-16-109-012 20-16-109-015 PARCEL 3: THE EAST V₂ OF LOT 15, THE EAST '/₂ OF LOT 16, AND ALL OF LOT 17 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH '/₂ OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs520, 524, 530 and 532 West 57th Street Chicago, Illinois 6062120-16-110-028 20-16-110-029 20-16-110-031 20-16-110-033 -2- PARCEL 4: LOT 2 IN HANSON'S SUBDIVISION OF LOT 12 AND THE EAST '/₂ OF LOT 13 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH 1/2 OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressPIN5668 South Normal Boulevard Chicago, Illinois 6062120-16-110-038 PARCEL 5: LOTS 3, 4, 11, 14, 15 AND 19 IN B. F. JACOB'S RESUBDIVISION OF THE NORTH V₂ OF BLOCK 2 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH '/₂ OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs5655 South Normal Boulevard 405, 407, 423, 431 and 433 West 56th Place Chicago, Illinois 6062120-16-111-001 20-16-111-013 20-16-111-009 20-16-111-020 20-16-111-010 20-16-111-021 PARCEL 6: THE SOUTH 50 FEET OF LOT 12, THE EAST V₂ OF LOT 19, AND ALL OF LOTS 20 AND 21 IN BLOCK 2 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH 1/2 OF LOT 30 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs5675 South Normal Boulevard 406 and 412 West 57th Street Chicago, Illinois 6062120-16-111-025 20-16-111-039 20-16-111-043 -3- PARCEL 7: THE WEST 60 FEET OF THE EAST 90 FEET OF LOT 4, THE NORTH 30 FEET OF THE SOUTH 60 FEET OF LOT 5 (EXCEPT THAT PART TAKEN FOR STREET), THE NORTH 45 FEET OF THE WEST 4/5 OF LOT 6 (EXCEPT THAT PART TAKEN FOR STREET), THE WEST 24 FEET OF LOT 7, THE EAST '/₂ OF THE EAST V₂ OF LOT 8, LOT 9 (EXCEPT THE EAST 49 FEET THEREOF), THE EAST 25 FEET OF THE WEST 75 FEET OF LOT 14, LOT 15 (EXCEPT THE NORTH 97 FEET AND THE EAST 33 FEET THEREOF), THE WEST 20 V* FEET OF LOT 24, ALL OF LOT 25, AND THE WEST 30 FEET OF LOT 32 IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs425, 519, 521 and 539 West 57th Street 5700 and 5720 South Normal Boulevard 514 West 57th Place Chicago, Illinois 60621lt\t <~ns 20-16-116-0355707 South Normal Boulevard 439 and 443 West 57th Street Chicago, Illinois 6062120-16-117-003 20-16-117-006 20-16-117-007542 West 58th Place Chicago, Illinois 6062120-16-118-0155725 and 5735 South Normal Boulevard Chicago, Illinois 6062120-16-119-001 20-16-119-002 PARCEL 8: LOT 5 IN WALDRON'S SUBDIVISION OF LOT 23 IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressPIN435 West 57th Place Chicago, Illinois 6062120-16-119-007 -4- PARCEL 9: LOTS 4, 5, 6, 7 AND 8, AND THAT PART OF LOTS 2 AND 3 DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID LOT 3, THENCE SOUTHWARDLY ALONG THE WESTERLY LINE OF SAID LOT 3 TO THE SOUTHWESTERLY CORNER OF SAID LOT 3, THENCE NORTHEASTWARDLY TO A POINT IN THE EASTERLY LINE OF SAID LOT 3, THENCE NORTHEASTWARDLY 87 FEET SOUTH OF THE NORTHEASTERLY CORNER OF SAID LOT 3, THENCE NORTHEASTWARDLY TO THE NORTHEASTERLY CORNER OF SAID LOT 2, THENCE WESTERWARDLY ALONG THE NORTHERLY LINE OF SAID LOTS 2 AND 3 TO THE POINT OF BEGINNING, IN BLOCK 1 IN WARDER'S SUBDIVISION OF OUTLOT 32 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, LYING EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, AND ALL OF LOTS 3, 4, 5, 6, 7, 8 AND 9 (EXCEPT THE WEST 25 FEET THEREOF), AND THAT PART OF LOT 14 LYING WEST OF A LINE DRAWN FROM A POINT ON THE NORTH LINE OF SAID LOT 14, 51 FEET 8 INCHES EAST OF THE NORTHWEST CORNER THEREOF TO A POINT ON THE SOUTH LINE OF SAID LOT 14, 51 FEET 6 Vi INCHES EAST OF THE SOUTHWEST CORNER OF SAID LOT 14 IN BLOCK 3 IN WARDER'S SUBDIVISION OF OUTLOT 32 AFORESAID. AddressesPiNs411, 427, 435 and 439 West 58th Street Chicago, Illinois 6062120-16-125-002 20-16-125-003 20-16-125-004 20-16-125-010513, 519 and 547 West 58th Place 538 West 59th Street Chicago, Illinois 6062120-16-126-002 20-16-126-003 20-16-126-004 20-16-126-012 PARCEL 10: LOTS 8 AND 12 IN FREDERICK B. CLARKE'S SUBDIVISION OF LOTS 11 TO 15 IN BLOCK 4 IN WARDER'S SUBDIVISION OF OUTLOT 32 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs426 and 436 West 59th Street Chicago, Illinois 6062120-16-127-010 20-16-127-014 -5- PARCEL 11: ALL THAT TRIANGULAR SHAPED PARCEL OF LAND SITUATED IN THE CITY OF CHICAGO, COUNTY OF COOK AND STATE OF ILLINOIS, BEING PARTS OF LOTS 1 TO 11, INCLUSIVE, IN BLOCK 1 OF WRIGHT, EMBREE ANY AYERS' SUBDIVISION OF OUTLOT OR BLOCK 33 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN BOUND AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT WHERE THE EASTERLY LINE OF AN ALLEY, 18 FEET WIDE, MEETS THE SOUTHERLY LINEOF 59 STREET, 66 FEET WIDE, SAID BEGINNING POINT BEING ALSO WHERE THE SOUTHWESTERLY LINE OF THE RELOCATED PORTION OF STEWART AVENUE, 33 FEET WIDE, MEETS SAID SOUTHERLY LINE OF 59 STREET; EXTENDING FROM SAID BEGINNING POINT THE FOLLOWING THREE COURSES AND DISTANCES: (1) SOUTHEASTWARDLY, ALONG SAID SOUTHWESTERLY LINE OF THE RELOCATED PORTION OF STEWART AVENUE, 279.5 FEET TO AN ANGLE POINT IN SAID STEWART AVENUE, BEING IN THE SOUTHERLY LINE OF SAID LOT 11; (2) WESTWARDLY ALONG SAID SOUTHERLY LINE OF LOT 11, A DISTANCE OF 91 FEET TO SAID EASTERLY LINE OF ALLEY; AND (3) NORTHWARDLY ALONG THE SAME, 264 FEET TO THE PLACE OF BEGINNING; ALSO LOT 13 (EXCEPT THE EAST 33 FEET THEREOF), THE WEST 91 FEET OF LOT 20, LOT 24, THE NORTH 6 FEET OF LOT 36, LOT 37, THE NORTH 18 FEET OF LOT 39, THE SOUTH 14 FEET OF LOT 40, ALL OF LOTS 44, 46, 48 AND 50 IN BLOCK 1; THE WEST 99 FEET OF LOTS 1 TO 4, THE SOUTH 12 FEET 10 INCHES OF LOT 7, THE NORTH 12 FEET OF LOT 8, THE SOUTH 12 FEET OF LOT 9, ALL OF LOTS 10, 11 AND 12, THE NORTH 6 FEET OF LOT 13, THE SOUTH 11 FEET OF LOT 23, AND ALL OF LOTS 24, 25, 26 AND 40 IN BLOCK 2; THE SOUTH 3 FEET OF LOT 1, ALL OF LOT 8, THE SOUTH 3 FEET OF LOT 12, ALL OF LOT 13, THE NORTH 6 FEET OF LOT 14, ALL OF LOT 48, AND THE SOUTH 4 FEET OF LOT 49 IN BLOCK 3; AND LOTS 1, 2, 3, 4, 5, 6, 7, 8, 9 AND THE NORTH 24 FEET OF LOT 10 IN BLOCK 4, ALL IN WRIGHT, EMBREE ANY AYERS' SUBDIVISION OF OUTLOT OR BLOCK 33 OF SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. -6- AddressesPINs5900, 5916, 5918 and 5920 South Parnell Avenue Chicago, Illinois 6062120-16-303-003 20-16-303-004 20-16-303-005 20-16-303-0065911 South Parnell Avenue 5916 and 5926 South Normal Boulevard Chicago, Illinois 6062120-16-304-006 20-16-304-028 20-16-304-0325931 South Normal Boulevard 425 West 59th Street 5916, 5920, 5924, 5926, 5954 and 5960 South Eggleston Avenue Chicago, Illinois 6062120-16-305-012 20-16-305-031 20-16-305-023 20-16-305-032 20-16-305-028 20-16-305-040 20-16-305-030 20-16-305-0415907, 5911, 5915, 5921, 5931 and 5939 South Eggleston Avenue 5910, 5928, 5946 and 5954 South Stewart Avenue Chicago, Illinois 6062120-16-306-002 20-16-306-014 20-16-306-004 20-16-306-032 20-16-306-006 20-16-306-039 20-16-306-008 20-16-306-043 20-16-306-012 20-16-306-049 PARCEL 12: LOTS 1 AND 2 IN KESSLER BROTHERS' RESUBDIVISION OF LOTS 27, 28, 29, 30, 31, 32 AND 33 IN SUBDIVISION OF BLOCK 2 IN THE SUBDIVISION OF OUTLOT 33 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressPIN446 West 60th Street Chicago, Illinois 6062120-16-305-022 PARCEL 13: LOTS 36, 46 AND 47 (EXCEPT THAT PART OF LOT 47 CONVEYED TO LUC1AN L. GILBERT, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF LOT 47, THENCE WEST ON THE LINE OF ALLEY 8 ^l/₂ FEET; THENCE SOUTHERLY ON A CURVE TO THE LEFT RADIUS OF 851 3/10 -7- FEET FROM A TANGENT 33 FEET WEST OF AND PARALLEL WITH STEWART AVENUE TO THE SOUTHEAST CORNER OF LOT 47, THENCE NORTH ON THE WEST LINE OF LOT 48 TO THE PLACE OF BEGINNING) IN GUNN'S SUBDIVISION OF BLOCK 1 IN CLOUGH AND BARNEY'S SUBDIVISION OF LOTS 34 AND 35 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AddressesPINs402 and 428 West 60th Place Chicago, Illinois 6062120-16-312-028 20-16-312-036 PARCEL 14: LOT 3 AND THE EAST >/₂ OF LOT 4 IN H. A. HURLBUT'S SUBDIVISION OF BLOCKS 3 AND 4 IN CLOUGH AND BARNEY'S SUBDIVISION OF OUTLOTS OR BLOCKS 34 AND 35 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. 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' ■'_: OOOOOOPage10 0000002/6/2013 (sub) EXHIBIT C to Redevelopment Agreement LEGAL DESCRIPTION OF CHA PARCELS (SUBJECT TO FINAL SURVEY AND TITLE COMMITMENT) MAM-200900-6010.0 THE WEST HALF OF LOT 3 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO THE EAST HALF OF LOT 3 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO THE WEST HALF OF LOT 4 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14. EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO THE EAST HALF OF LOT 4 IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO THE WEST HALF OF LOT 5 IN BLOCK 1 IN SPRINGER AND PIERCES SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO EAST HALF (E.112) OF LOT FIVE (5) IN BLOCK ONE (1) IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF (S.1/2) OF THE OUT LOT THIRTY (30) IN THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION SIXTEEN (16), TOWNSHIP THIRTY-EIGHT (38) NORTH, RANGE FOURTEEN (14), EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-110-043 MAM-2009C0-6011.0 LOT 6 IN PIERCES RESUBDIVISION OF LOTS 6 TO 11 INCLUSIVE IN BLOCK 1 IN SPRINGER AND PIERCES SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. iii AND LOT 7 IN PIERCES RESUBDIVISION OF LOTS 6 TO 11 INCLUSIVE IN BLOCK 1 IN SPRINGER AND PIERCES SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AND LOTS 8 AND 9 IN PIERCE'S SUBDIVISION OF LOTS 6 TO 11 INCLUSIVE, IN BLOCK 1 IN SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF OF LOT 30 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 36 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. AND LOTS NUMBERED TEN (10) ELEVEN (11) TWELVE (12) AND THIRTEEN (13) IN PIERCE'S RE-SUBDIVISION OF LOTS SIX (6) TO ELEVEN (11) INCLUSIVE IN BLOCK ONE (1) OF SPRINGER AND PIERCE'S SUBDIVISION OF THE SOUTH HALF (S 1/2) OF LOT THIRTY (30) IN THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION SIXTEEN (16) IN TOWNSHIP THIRTY-EIGHT (38) NORTH, RANGE FOURTEEN (14) EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-110-044 MAM-2009C0-6055.0 THE EAST 50 FEET OF LOT 19 IN SUBDIVISION OF LOT 31 OF THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-117-029 MAM-2009C0-6056.0 ALL THAT PART OF THE VACATED ALLEY LYING WEST OF AND ADJACENT TO LOTS ONE (1) AND TWENTY (20) IN EMMA ROSENMERKEL'S SUBDIVISION OF BLOCK THIRTY-ONE (31) IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION (16) TOWNSHIP 38 N., RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-117-030 MAM-2009C0-6057.0 LOT 20 (EXCEPT THE EAST 33 FEET MORE OR LESS) IN SUBDIVISION OF LOT 31 OF THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-117-031; 20-16-117-032 MAM-2009C0-6059.0 iv LOT 1 (EXCEPT THE EAST 33 FEET THEREOF) IN SUBDIVISION OF LOT 31 OF THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-117-033; 20-1 6-1 17-016 MAM-2009C0-6060.0 LOTS 1, 2, 3, 4, 5 AND 6 IN H. WALLACE CARTER'S RESUBDIVISION OF LOT 18, LOT 19 (EXCEPT THE EAST 50 FEET) IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-117-034 MAM-2009CO-6061.0 LOT 2 IN SUBDIVISION OF LOT 31 OF THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO LOT 3 (EXCEPT THE WEST 20 FEET DEDICATED FOR ROADWAY) IN SUBDIVISION OF LOT 31 AND OF THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO ALL THAT PART OF THE VACATED ALLEY LYING SOUTH OF AND ADJACENT TO THE ABOVE PARCELS TAKEN AS A TRACT. SITUATED IN THE COUNTY OF COOK AND STATE OF ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-117-035 MAM-2009C0-6064.0 LOT 22 (EXCEPT THE WEST 25 FEET THEREOF DEDICATED FOR ROADWAY) IN SUBDIVISION OF LOT 31 OF THE SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO ALL THAT PART OF THE NORTH 1/2 OF THE VACATED ALLEY LYING SOUTH OF AND ADJACENT TO THE ABOVE DESCRIBED PARCEL. ALSO ALL THAT PART OF VACATED 57TH PLACE LYING NORTH OF AND ADJACENT TO SAID LOT 22, EXCEPT THE WESTERLY 25 FEET THEREOF. SITUATED IN THE COUNTY OF COOK AND STATE OF ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-119-012-0000 v MAM-2009C0-6065.0 LOT 21, EXCEPT THE EAST 33 FEET, +/-, THEREOF, IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEES' SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO ALL THAT PART OF THE VACATED ALLEY LYING WEST OF AND ADJACENT TO SAID LOT 21. ALSO ALL THAT PART OF VACATED 57TH PLACE LYING NORTH OF AND ADJACENT TO SAID LOT 21 AND THE VACATED ALLEY LYING WEST OF LOT 21. SITUATED IN THE COUNTY OF COOK AND STATE OF ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-119-013-0000 MAM-2009C0-6066.0 LOT 39 (EXCEPT THE WESTERLY 25 FEET THEREOF DEDICATED FOR ROADWAY) IN SUBDIVISION OF LOT 31 OF THE SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO ALL THAT PART OF THE SOUTH 1/2 OF THE VACATED ALLEY LYING NORTH OF AND ADJACENT TO THE ABOVE DESCRIBED PARCEL. SITUATED IN THE COUNTY OF COOK AND STATE OF ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-119-026 MAM-2009C0-6067.0 LOT 40 (EXCEPT THE EASTERLY 33 FEET THEREOF) IN EMMA ROSENMERKEL'S SUBDIVISION OF LOT 31 IN SCHOOL TRUSTEE'S SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THiRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. ALSO ALL THAT PART OF THE VACATED ALLEY LYING WEST OF AND ADJACENT TO LOT 40. SITUATED IN THE COUNTY OF COOK AND STATE OF ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-119-027-0000 MAM-2009C0-6068.0 vi LOTS 6, 7 AND 8 IN BLOCK 2 IN WARDER'S SUBDIVISION OF LOT 32 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-124-002-0000 MAM-2009C0-6069.0 LOTS 2, 3, 4, AND 5 IN BLOCK 2 IN WARDER'S SUBDIVISION OF LOT 32 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-124-003-0000 MAM-2009C0-6070.0 LOT 1 IN BLOCK 2 IN WARDER'S SUBDIVISION OF LOT 32 IN SCHOOL TRUSTEES SUBDIVISION OF SECTION 16, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PERMANENT TAX NUMBER(S): 20-16-124-004-0000 vii (sub) EXHIBIT D to Redevelopment Agreement NARRATIVE DESCRIPTION OF PROJECT The Developer will utilize the Property for an expansion to its existing intermodal facility and for other related railroad facilities. The Project will occupy approximately 84 acres between W. Garfield Blvd. and W. 60^th Street and will include: the demolition of acquired structures, construction of trailer and container parking lots, addition of tracks and related appurtenances, construction of new and rehabilitation of existing street overpasses, construction of buildings and a truck entrance/exit. It is anticipated that the Project will take approximately 10 years to complete. The First Phase consists generally of grading, paving, and other work to build approximately 330 trailer and container parking spots linked to Developer's existing intermodal facility via an existing bridge over W. Garfield Blvd. The First Phase also includes the construction of a new connection track between the Developer's main tracks and a Developer track located adjacent to the METRA main tracks by using an existing rail bridge over S. Normal Blvd., and the construction of a new wye track leading between the new connection track and Developer's main tracks. Phase 2 of the Project consist generally of grading, paving, and other work necessary to build additional trailer and container parking spots between W. Garfield Blvd. and W. 59^th Street. Phase 3 of the Project consists generally of a further parking expansion (to the south and east of the Phase 2 parking area), the construction of new loading and unloading tracks south of W. Garfield Blvd., the installation of a supplemental intermodal facility truck entrance / exit off of W. 59^th Street, and the construction of new track and road bridges over W. Garfield Blvd. and W. 59^th Street. The relocation of the connection track and wye track built in the First Phase may also be necessary. The design plans for Phases 2 and 3 are in a conceptual stage, and are subject to revision based on commercial needs, funding availability, and engineering considerations. Vlll (sub) EXHIBIT D-1 to Redevelopment Agreement FIRST PHASE PROJECT AREA [Attached] IX NORTH-OF-GARFIELD PARKING UNDER CONSTRUCTION NS YARD OFFICE REUSE TWO BRIDGE SPANS FOR TRUCK TRAFFIC INSTALL LANDSCAPING ALONG GARFIELD BLVD PROPOSED LEAD TRACK REALIGNMENTS PROPOSED TRAILER PARKING 57th & NORMAL LOT EX. NS MAINLINES EX. NS YARD TRACKS CV UCTDA MAIKI1 IklCTO EX. NS YARD TRACKS CLOSE 58th STREET REMOVE BRIDGE PROPOSED WYE TRACK PROPOSED CONNECTION TRACK FOR YARD TRAINS ONLY PROPOSED PROPERTY LINE FOR INITIAL EXPANSION SOUTH OF GARFIELD 200 SCALE :1"=400' DO NOT SCALE THIS DRAtING FOR DIMENSIONS HOT GIVEN SHEET 10F 1 NORFOLK SOUTHERN NORFOLK SOUTHERN RAILWAY CO. OWNING COMANY TL^ANTA^A DEARBORN DIVISION OPERATING DIVISION OFFICE Iff IMTJjj^f ENGINEER - DESIGN AND CONSTRUCTION - ATLANTA. Gt. EjjJGN^ANDJONSTRy^ DESCRIPTION CHICAGO, IL* USE EX. BRIDGE CD-516 47th STREET INTERMODAL FACILITY-SOUTH OF GARFIELD rfrfj. . PHASE OF SITE DEVELOPMENT pLE~rosT~ WAVING NUMBER TA-2012-05 R1 JSM ''" ^wo- D7605 f^m 3202057 P jsm ^:,Lt ^Mo- BLD0006882 05/22/12 (sub) EXHIBIT E to Redevelopment Agreement STREETS AND ALLEYS TO BE VACATED (SUBJECT TO FINAL SURVEY AND TITLE COMMITMENT) [To come] x 66 jam mfTza&t+jHjfjtM x: d- Ktt»¥ »f »'0~«ti ***** "I-'* E.SfeN.WJ4 SEC. 16-38-14. 66 JO* TttffTtfJSu fS/SJ9H %: J/mt Si,-, JU ./ XT V/3 Ate A> V~t- ' i -3-1 -fS^ifltM _ "g: OMAHA, 4 -f AUA-.ll "N' 4t.jtjt* i«9tn-N> Oot.ttiati E.&.N.VIW SEC. 16-38-14. W. GARFIELD *hC^i-inrftaC.t^.fC^.j. Eft J 1,1111 66 ->.//.»< 7TfSJ-J Tr^.iSU^ "B- r . -r ^ ^ j X- " ' " ■d:** * X-/ 7mA* x* fc *f . -Tw-wAtXJ Xi .Si,.// "' Xj ./A* JAi.jL~ XJ ,fK>l~JUJt5TSu ./ V-J/ f Jr,Jt_nm/ii W-_ri X y <W.^i J. r w ''-^■ AMrf<i JU Jibuti "KT Hr'Jbr » KjJ~i &A40.n~)/k* *VJ<J r^/w, x* -/«* <"-JW «... * V- x» -/i^ j/Aw x* ^-m: A. //r-.ta H* t. Sfiit* . _ . _ _ . M- ■0' fc'& wm era _* 'P' ■a* ■5' T" V' Ml E.&N.WJ4 SEC. 16-38-14. 70 *E.7,§W.fc_>5EC.l6.38. 14-. SCHOOL TRUSTEES JtiSQrJfCSMM OVA/ <U».** r+ fim VMM i-HMmf?tf*S 6" A slip M. MMgJl.AJU&tMtttS Mr* ri*^X"+~* 1 etl\.jBMttt >" tin Ai/iWitiM^* y «b. M+,M mit?jrw 3'' #«■ Or* ts.rn)t tif-TM) Ar. tuxxy4* (sub) EXHIBIT F to Redevelopment Agreement CONCEPTUAL PLANS FOR FUTURE PHASES (ATTACHED) ■ NS YARD OFFICE ■ FUTUME BRIDGES LOWER GARFIELD BLVD AS NECESSARY PROPOSED LEAD TRACK ■ REALIGNMENTS PROPOSED TRAILER PARKING 57th & NORMAL LOT (INITIAL PHASE) EX. NS YARD TRACKS EX. METRA MAINLINES ■ CLOSE 57th STREET ■ REMOVE BRIDGE ■ CLOSE 57th STREET REMOVE BRIDGE ■ EX. NS MAINLINES EX. NS YARD TRACKS FUTURE GATE SYSTEM CLOSE 58th STREET ■ REMOVE BRIDGE INTERIM CONNECTION TRACK ■ (INITIAL PHASE ONLY) ■ FUTURE BRIDGES LOWER 59th STREET AS NECESSARY POTENTIAL FUTURE CONNECTION TRACKS ■ W 59th STREET Preliminary Plan Not Approved for Operations NORTH-OF-GARFIELD PARKING UNDER CONSTRUCTION REUSE TWO BRIDGE SPANS FOR TRUCK TRAFFIC INSTALL LANDSCAPING ALONG GARFIELD BLVD Conceptual Plan Drawing Subject to Survey MATCH LINE CONCEPTUAL PLAN - SUBJECT TO CHANGE 200 800 400 WITTTSt JSM JSM SCALE :1 "=400' DO NOT SCALE THIS DRAWING FOR DIMENSIONS NOT GIVEN NORFOLK SOUTHERN NORFOLK SOUTHERN RAILWAY CO. OWNING COMPANY DEARBORN DIVISION OPERATING DIVISION OFFICE OF THE CHIEF ENGINEER - gj^lGJ^AND^CjMSTRUCTION - ATLANTA. GA. fit. DESCRIPTION CHICAGO, IL 4 7th STREET INTERMODAL FACILITY - SOUTH OF GARFIELD POTENTIAL FULL-BUILD SITE DEVELOPMENT GARFIELD BLVD. TO 59th STREET id no. _pr605 ^rn 32Q2Q57 BLD0006882 CD-5f6 05/31/12 WAKING NUMBER TA-2012-06 SHEET 1 OF 2 Preliminary Plan Mot Approved for Operations Conceptual Plan Drawing Subject to Survey CONCEPTUAL PLAN - SUBJECT TO CHANGE 800 400 200 SCALE :V'=m' REV MAI Ion¹ JSM NORFOLK SOUTHERN RAILWAY CO. OWNING COMPANY DEARBORN DIVISION OPERATING DIVISION THE CHIEF jNGJN\|\|F^^\|SJGN AND CONSTRUCT I JSM DO NOT SCALE THIS DRAWING FOR DIMENSIONS NOT GIVEN ATLANTA. GA. NORFOLK SOUTHERN DESCRIPTION CHICAGO, IL ID No. LE POST CD-5J6 47th STREET INTERMODAL FACILITY- SOUTH OF GARFIELD POTENTIAL FULL-BUILD SITE DEVELOPMENT SOUTH OF 59th STREET D1605 3202057 he No. BLD0006882 05/31/12 3RAWING NUMBER TA-2012-06 SHEET 2 OF 2 (sub) EXHIBIT G to Redevelopment Agreement MBE/WBE BUDGET (ATTACHED) Xll 47th Street Intermodal Facility - South of Garfield Expansion MBE/WBE Project Budget Summary: (Millions) Cost Description:Phase 1:Phase 2:Phase 3:Total:M/WBE APPLICABLE COSTS Building Demolition$$ 1.440$$ 1.440 Clearing & Site Prep$ 0.350$ 2.600$ 0.750$ 3.700 Erosion Control$ 0.180$ 0.400$ 0.250$ 0.830 Grading$ 4.210$ 10.500$ 8.410$ 23.120 Drainage$ 0.800$ 3.000$ 2.570$ 6.370 Electrical/Lighting$ 0.670$ 1.350$ 2.525$ 4.545 Paving$ 3.700$ 8.750$ 10.700$ 23.150 Retaining Walls & Structures$ 1.850$ 3.510$ 3.510$ 8.870 Fencing & Barriers$ 0.375$ 1.000$ 0.500$ 1.875 Landscaping$ 0.600$ 0.400$ 0.100$ 1.100 TOTAL:$ 12.735$ 32.950$ 29.315$ 75.000OTHER COSTS Utility Relocations$ 1.500$ 2.500$ 1.500$ 5.500 Engineering$ 0.700$ 3.500$ 1.700$ 5.900 Trackwork (Railroad Forces)$ 1.935$$ 3.725$ 5.660 Constr. Management$ 0.780$ 2.300$ 1.860$ 4.940 SUBTOTAL:$ 4.915$ 8.300$ 8.785$ 22.000TOTAL:		$ 17.65	$ 41.25	$ 38.10	$ 97.00

MBE/WBE Expenditure Goals:

Description:	Phase 1:	Phase 2:**	Phase 3:**	Total:
Total Applicable Hard Costs	$ 12.735	$ 32.950	$ 29.315	$ 75.000
MBE Expenditures (24%) *	$ 3.06	$ 7.91	$ 7.04	$ 18.00
WBE Expenditures (4%) *	$ 0.51	$ 1.32	$ 1.17	$ 3.00

* With respect to the MBE/WBE expenditures, the Developer may reduce the subsequent phase amounts by the amount actually expended by the Developer in Phase 1 that is in excess of the Phase 1 amount so long as the Total Amount expended at the conclusion of Phase 2 or 3 equals or exceeds the total amount specified in this exhibit for both MBE and WBE.

**The Developer's obligations to compiy with the M/WBE Expenditure Goals set forth above for Phases 2 and 3 become effective upon the Developer's commencing construction of Phase 2 and 3, respectively. If the Developer anticipates that its expenditures for M/WBE Applicable Hard Costs will exceed the dollar amounts set forth above by more than ten percent (10%), the Developer shall work cooperatively with the City to negotiate additional M/WBE compliance.

(sub) EXHIBIT H to Redevelopment Agreement NEIGHBORHOOD INVESTMENT AGREEMENT

(ATTACHED)

NEIGHBORHOOD INVESTMENT FUND AGREEMENT

This NEIGHBORHOOD INVESTMENT FUND AGREEMENT ("Agreement") is made on

or as of the day of , 20 (the "Effective Date"), by and between the CITY OF

CHICAGO, an Illinois municipal corporation and home rule unit of local government ("City"), acting by and through its Department of Housing and Economic Development (together with any successor department thereto, "DHED"), having its principal offices at City Hall, Room 1000, 121 North LaSalle Street, Chicago, Illinois 60602 and NORFOLK SOUTHERN RAILWAY COMPANY, a Virginia corporation ("Developer"), whose offices are located at 1200 Peachtree Street, N.E., 12^th Floor, Atlanta, GA 30309.

RECITALS

WHEREAS, Developer intends to develop, in phases, on certain land to be acquired from the City and certain land owned or to be acquired by Developer, all in the area generally bounded by Garfield Boulevard on the north, West 60^th Place on the south, South Wallace Street on the west, and South Shields Avenue on the east, as depicted on Exhibit A attached hereto (the "Project Area"), an expansion to Developer's existing 47^th Street Intermodal Railroad Facility, as more fully described on Exhibit B attached hereto (the "Project"); and

WHEREAS, Developer has offered to contribute to the City the sum of Three Million Dollars ($3,000,000) for the sole purposes of (i) providing compensation for the increased wear during the construction phase on the streets and other public infrastructure within the corporate limits of the City, (ii) supporting the maintenance and further development of the roadway infrastructure within the corporate limits of the City, (iii) infrastructure improvements and enhancements, and (iv) furthering industrial development opportunities (e.g., warehousing, distribution or light manufacturing) within the area between the Property and the Dan Ryan Expressway to the east, as depicted on Exhibit C attached hereto (such area, the "Greater Project Area"); and

SECTION 1. INCORPORATION OF RECITALS.

Thp fnrpnninn recitals constitute ^an intpnral Dart of this Anreement and are incoroorated

herein by this reference with the same force and effect as if set forth herein as agreements of the parties.

SECTION 2. DEVELOPER'S PAYMENTS TO THE CITY.

Developer's Three Million Dollar ($3,000,000) contribution to the City shall be paid to the City as follows:

1. Two Million Dollars ($2,000,000) upon the City's conveyance of at least ninety-seven (97) lots within the Project Area; and

Two Hundred Fifty Thousand Dollars ($250,000) at least five (5) days in advance of the Developer's first recording of a street or alley vacation ordinance and associated plat of vacation, for any street or alley within the Project Area that is depicted in Exhibit D attached hereto.
Two Hundred Fifty Thousand Dollars ($250,000) at least five (5) days in advance of the Developer's first recording of a street or alley vacation ordinance and associated plat of vacation, for any street or alley within the Project Area that is depicted in Exhibit D-1 attached hereto.
Two Hundred Fifty Thousand Dollars ($250,000) at least five (5) days in advance of the Developer's first recording of a street or alley vacation ordinance and associated plat of vacation, for any street or alley within the Project Area that is depicted in Exhibit D-2 attached hereto.
Two Hundred Fifty Thousand Dollars ($250,000) at least five (5) days in advance of the Developer's first recording of a street or alley vacation ordinance and associated plat of vacation, for any street or alley within the Project Area that is depicted in Exhibit D-3 attached hereto.

Subject to the Developer's making payments to the City in accordance with Section 2 of this Agreement, the Developer shall not be required to make any payments under the Commercial Vacation Program for the City's vacation of the streets and alleys described in Exhibits D through D-3 hereof, other than the payment of application fees and recording costs.

SECTION 3. ADDITIONAL OBLIGATIONS OF THE DEVELOPER.

The Developer covenants that it shall:

At such time as intermodal operations commence on any of the properties within the Project Area, Developer shall use its best efforts to insure that any new lift equipment to be acquired for its 47^th Street intermodal operations will contain Tier 4 emissions controls on the diesel engines.
Developer shall continue to work with the local aldermen to alert her/him of potential hiring opportunities and conduct within the city limits of the City at least two (2) job fairs per calendar year.
In acquiring properties within the Project Area, Developer shall use condemnation against owner-occupants only when negotiations to reach an amicable settlement have broken down. Such residents shall be treated fairly, and shall be offered relocation benefits in accord with the Uniform Relocation Act, as required by law. With respect to such condemnation proceedings, the City agrees to provide statements of support for the Project and testimony in court as to the public benefits that the Project is expected to generate.
The Developer shall provide regular maintenance of its property, including its retaining walls, along Garfield Boulevard, from South Princeton Avenue to South Normal Avenue, including prompt graffiti removal.

SECTION 4. OBLIGATIONS OF THE CITY.

The City covenants that beginning on the Effective Date and ending December 31, 2022:

To facilitate industrial development opportunities, DHED shall use its best efforts to use rezoning, possible property acquisitions, the expansion of TIF Districts, and other tools at its disposal to encourage industrial development opportunities (e.g., warehousing, distribution, & light manufacturing) within the Greater Project Area. Developer acknowledges and agrees that the City has not committed to and is not obligated to provided any funding, TIF or otherwise, for any Developer expenses, including, but not limited to, Developer's expenses relating to changes in the grade of its facilities (e.g., new bridges).
The City commits to closing and vacating the streets as indicated on the plans attached hereto as Exhibits D, D-1, D-2 and D-3. Streets and alleys shall be closed at such point as they are no longer needed to support occupied residences, or when reasonably equivalent alternate access remains available. The lands thus vacated shall be conveyed at no cost to Developer. The cost of any required utility relocations shall be borne by Developer. No ordinance authorizing a street or alley vacation shall be recorded until Developer has acquired the lands on either side of the applicable street or alley segment to be vacated. DHED agrees to work cooperatively with Developer on all street vacations, including using its best efforts to expedite utility coordination and ultimate closure.
The City shall work with Developer on issues related to City foreclosure of certain demolition liens and with potential tax sales within the Project Area, with the goal of facilitating the conveyance of affected properties to Developer.
The City shall work cooperatively with Developer regarding landscaping plan reviews, traffic studies, stormwater plans, drainage plans, underground utility studies, and other reviews related to the Project, with the objective of expediting the process wherever possible. In as much as development of the Project is to occur in stages, it is expressly understood that the City shall waive landscaping requirements for incremental stages of development along streets that are ultimately to be vacated. Notwithstanding the above, if the development of the Project is Interstate Commerce Commission Transportation Act of 1995, P.L. 104-88, exempt, Developer is not subject to the landscaping requirements of the City.

To the extent required, the City shall support the erection of bridge structures crossing Garfield Blvd. and 59^th Street at proceedings before the Illinois Commerce Commission. The proposed crossings may also require changes in grade of the roadways passing beneath. The Garfield Blvd. crossing(s) each may consist of two bridges spanning the travel lanes and earthen embankment over the median. The City approval of any such changes shall not be unreasonably withheld.
The City shall continue to support CREATE Program and its component projects, including Grand Crossing Project P4, per the Final Feasibility Plan as amended. For purposes of this Agreement, any reference to the City's obligation to "support", specifically excludes financial support. The City will also duly consider support any future efforts by Developer to pursue public funding in order to cover a portion of the total construction costs of phased expansion segments which will become part of the 47^th Street Intermodal Facility, as well as the incorporation of new technologies and equipment at the facility.

7. The City acknowledges that as of the Effective Date the Interstate Commerce

Commission Termination Act preempts local zoning authority in the Project Area provided that:

(i) the Project Area is used for the construction, acquisition, operation, abandonment or

discontinuance of Developer's intermodal facility (the "Activities"), (ii) Developer uses such

facility solely for the interstate transportation of passengers or property, and (iii) the Surface

Transportation Board has exclusive jurisdiction over the Activities.

To the extent that public hearings or meetings may be required in conjunction with property acquisitions, DHED shall work with Developer in facilitating any public statements or news releases, and shall be supportive of the Project.
The City shall work cooperatively with the Developer regarding the Developer's proposals relating to the development of tractor-trailer access to and from the Project Area in the vicinity of 59^th & Parnell Streets.

SECTION 4. DEFAULT.

If Developer fails to timely make a payment in accordance with Section 2 above or fails to comply with its other obligations as set forth in Section 3 above, and if such default is not cured within ninety (90) days of written notice from the City to Developer, the City may terminate this Agreement, and exercise any and all remedies available to it at law or in equity.

SECTION 5. CONFLICT OF INTEREST: CITY'S REPRESENTATIVES NOT INDIVIDUALLY LIABLE.

Developer represents and warrants that no agent, official or employee of the City shall have any personal interest, direct or indirect, in Developer, this Agreement, the Property or the Project, nor shall any such agent, official or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, association or other entity in which he or she is directly or indirectly interested. No agent, official or employee of the City shall be personally liable to Developer or any successor in interest in the event of any default or breach by the City or for any amount which may become due to Developer or successor or with respect to any commitment or obligation of the City under the terms of this Agreement.

SECTION 6. INDEMNIFICATION.

Developer agrees to indemnify, defend and hold the City harmless from and against any Losses suffered or incurred by the City arising from or in connection with: (a) the failure of Developer to perform its obligations under this Agreement; (b) any misrepresentation or omission made by Developer or any Developer agent; and (c) the failure of Developer to redress any misrepresentations or omissions in this Agreement or any other agreement relating hereto. This indemnification shall survive any termination of this Agreement (regardless of the reason for such termination).

SECTION 7. REPRESENTATIONS AND WARRANTIES.

7.1 Representations and Warranties of Developer. To induce the City to execute this Agreement and perform its obligations hereunder, Developer represents, warrants and

covenants to the City that as of the Effective Date and as of the Closing Date the following shall be true, accurate and complete in all respects:

Developer is a Virginia corporation, validly existing and in good standing under the laws of the State of Virginia and the State of Illinois, with full power and authority to acquire, own and redevelop the Property, and the persons signing this Agreement on behalf of Developer have the authority to do so.
All certifications and statements contained in the Economic Disclosure Statements submitted to the City by Developer (and any legal entity holding an interest in Developer) are true, accurate and complete.
Developer's execution, delivery and performance of this Agreement and all instruments and agreements contemplated hereby will not, upon the giving of notice or lapse of time, or both, result in a breach or violation of, or constitute a default under, any other agreement to which Developer, or any party affiliated with Developer, is a party or by which Developer or the Property is bound.
No action, litigation, investigation or proceeding of any kind is pending or anticipated to be filed against Developer, or any party affiliated with Developer, by or before any court, governmental commission, board, bureau or any other administrative agency, and Developer knows of no facts which could give rise to any such action, litigation, investigation or proceeding, which could: (i) affect the ability of Developer to perform its obligations hereunder; or (ii) materially affect the operation or financial condition of Developer.
Developer is now and for the term of the Agreement shall remain solvent and able to pay its debts as they mature.

(f) Developer is not in default with respect to any indenture, loan agreement, mortgage, note or any other agreement or instrument related to the borrowing of money to which Developer is a party or by which Developer is bound.

7.2 Representations and Warranties of the City. To induce Developer to execute this

Agreement and perform its obligations hereunder, the City hereby represents and warrants to

Developer that the City has authority under its home rule powers to execute and deliver this

Agreement and perform the terms and obligations contained herein.

7.3 Survival of Representations and Warranties. Each of the parties agrees that all

warranties, representations, covenants and agreements contained in this Section 7 and

elsewhere in this Agreement are true, accurate and complete as of the Effective Date and shall

survive the Effective Date and be in effect throughout the term of the Agreement.

SECTION 8. NOTICES.

If to the City: City of Chicago

Department of Housing and Economic Development

121 North LaSalle Street, Room 1000 Chicago, Illinois 60602 Attn: Commissioner

With a copy to: City of Chicago

Department of Law

121 North LaSalle Street, Room 600

Chicago, Illinois 60602

Attn: Real Estate and Land Use Division

If to Developer: Norfolk Southern Railway Company

1200 Peachtree Street, N.E. 12^th Floor Atlanta, GA 30309 Attn: Linda V. Hill

With a copy to: Thomas J. Murphy PC

111 W Washington St. Suite 1920

Chicago, IL 60602-2719

Any notice, demand or communication given pursuant to either clause (a) or (b) hereof shall be deemed received upon such personal service or upon confirmed transmission by facsimile, respectively, provided that such facsimile transmission is confirmed as having occurred prior to 5:00 p.m. on a business day. If such transmission occurred after 5:00 p.m. on a business day or on a non-business day, it shall be deemed to have been given on the next business day. Any notice, demand or communication given pursuant to clause (c) shall be deemed received on the business day immediately following deposit with the overnight courier. Any notice, demand or communication sent pursuant to clause (d) shall be deemed received three (3) business days after mailing. The parties, by notice given hereunder, may designate any further or different addresses to which subsequent notices, demands or communications shall be given. The refusal to accept delivery by any party or the inability to deliver any communication because of a changed address of which no notice has been given in accordance with this Section 8 shall constitute delivery.

SECTION 9. BUSINESS RELATIONSHIPS.

Developer 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 defined 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

Agreement, 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 Agreement shall be grounds for termination of this Agreement and the transactions contemplated hereby. Developer hereby represents and warrants that no violation of Section 2-156-030 (b) has occurred with respect to this Agreement or the transactions contemplated hereby.

SECTION 10. PATRIOT ACT CERTIFICATION.

Developer represents and warrants that neither Developer 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. For purposes of this Section 10 only, an "Affiliate" shall be deemed to be a person or entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with Developer, 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.

SECTION 11. PROHIBITION ON CERTAIN CONTRIBUTIONS PURSUANT TO MAYORAL EXECUTIVE ORDER NO. 2011-4.

Developer agrees that Developer, any person or entity who directly or indirectly has an ownership or beneficial interest in Developer of more than 7.5 percent ("Owners"), spouses and domestic partners of such Owners, Developer's contractors (i.e., any person or entity in direct contractual privity with Developer regarding the subject matter of this Agreement) ("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 (Developer 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 Agreement by Developer, (b) while this Agreement or any Other Contract (as hereinafter defined) is executory, (c) during the term of this Agreement or any Other Contract, or (d) during any period while an extension of this Agreement or any Other Contract is being sought or negotiated. This provision shall not apply to contributions made prior to May 16, 2011, the effective date of Executive Order 2011-4.

Developer represents and warrants that from the later of (a) May 16, 2011, or (b) the date the City approached Developer, or the date Developer approached the City, as applicable, regarding the formulation of this Agreement, no Identified Parties have made a contribution of any amount to the Mayor or to his political fundraising committee.

Developer 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 his political fundraising committee.

vii

Developer 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.

Notwithstanding anything to the contrary contained herein, Developer agrees that a violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this Section 11 or violation of Mayoral Executive Order No. 2011-4 constitutes a breach and default under this Agreement, and under any Other Contract for which no opportunity to cure will be granted, unless the City, in its sole discretion, elects to grant such an opportunity to cure. Such breach and default entitles the City to all remedies (including, without limitation, termination for default) under this Agreement, and under any Other Contract, at law and in equity. This provision amends any Other Contract and supersedes any inconsistent provision contained therein.

If Developer 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 Agreement.

For purposes of this provision:

1. "Bundle" means to collect contributions from more than one source, which contributions are then delivered by one person to the Mayor or to his political fundraising committee.
2. "Other Contract" means any other agreement with the City to which Developer 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.
3. "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:

viii

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:

1. joint ownership of a motor vehicle;
2. joint credit account;
3. a joint checking account;
  1. a lease for a residence identifying both domestic partners as tenants.
Each partner identifies the other partner as a primary beneficiary in a will.

(e) "Political fundraising committee" means a "political fundraising committee" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended.

SECTION 12. MISCELLANEOUS.

The following general provisions govern this Agreement:

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute a single, integrated instrument.
Cumulative Remedies. The remedies of any party hereunder are cumulative and the exercise of any one or more of such remedies shall not be construed as a waiver of any other remedy herein conferred upon such party or hereafter existing at law or in equity, unless specifically so provided herein.
Date for Performance. If the final date of any time period set forth herein falls on a Saturday, Sunday or legal holiday under the laws of Illinois or the United States of America, then such time period shall be automatically extended to the next business day.
Entire Agreement; Modification. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements, negotiations and discussions. This Agreement may not be modified or amended in any manner without the prior written consent of the parties hereto. No term of this Agreement may be waived or discharged orally or by any course of dealing, but only by an instrument in writing signed by the party benefitted by such term.
Exhibits. All exhibits referred to herein and attached hereto shall be deemed part of this Agreement.
Force Majeure. Neither the City nor Developer shall be considered in breach of its obligations under this Agreement in the event of a delay due to unforeseeable events or conditions beyond the reasonable control of the party affected which in fact interferes with the ability of such party to discharge its obligations hereunder, including, without limitation, fires,

floods, strikes, shortages of material and unusually severe weather or delays of subcontractors due to such causes. The time for the performance of the obligations shall be extended only for the period of the delay and only if the party relying on this section requests an extension in writing within twenty (20) days after the beginning of any such delay.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to choice of laws.
Headings. The headings of the various sections and subsections of this Agreement have been inserted for convenience of reference only and shall not in any manner be construed as modifying, amending or affecting in any way the express terms and provisions hereof.
No Merger. The terms of this Agreement shall not be merged with the Deed, and the delivery of the Deed shall not be deemed to affect or impair the terms of this Agreement.
No Waiver. No waiver by the City with respect to any specific default by Developer shall be deemed to be a waiver of the rights of the City with respect to any other defaults of Developer, nor shall any forbearance by the City to seek a remedy for any breach or default be deemed a waiver of its rights and remedies with respect to such breach or default, nor shall the City be deemed to have waived any of its rights and remedies unless such waiver is in writing.
Severability. If any term of this Agreement or any application thereof is held invalid or unenforceable, the remainder of this Agreement shall be construed as if such invalid part were never included herein and this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law.
Successors and Assigns. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall apply to and bind the successors and assigns of the parties.

SECTION 13. FAILURE TO MAINTAIN ELIGIBILITY TO DO BUSINESS WITH THE CITY.

SECTION 14. INSPECTOR GENERAL AND LEGISLATIVE INSPECTOR GENERAL.

It is the duty of every officer, employee, department, agency, contractor, subcontractor, developer and licensee of the City, and every applicant for certification of eligibility for a City contract or program, to cooperate with the City's Legislative Inspector General and with the City's Inspector General in any investigation or hearing undertaken pursuant to Chapters 2-55 and 2-56, respectively, of the Municipal Code of Chicago. Developer understands and will abide by all provisions of Chapters 2-55 and 2-56 of the Municipal Code of Chicago.

SECTION 15. SHAKMAN.

The City is subject to the May 31, 2007 Order entitled "Agreed Settlement Order and Accord" (the "Shakman Accord") and the August 16, 2007 "City of Chicago Hiring Plan" (the "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 Shakman Accord and the City Hiring Plan prohibit the City from hiring persons as governmental employees in non-exempt positions on the basis of political reasons or factors.
Developer is aware that City policy prohibits City employees from directing any individual to apply for a position with Developer, either as an employee or as a subcontractor, and from directing Developer to hire an individual as an employee or as a subcontractor. Accordingly, Developer must follow its own hiring and contracting procedures, without being influenced by City employees. Any and all personnel provided by Developer under this Agreement are employees or subcontractors of Developer, not employees of the City of Chicago. This Agreement 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 Developer.
Developer will not condition, base, or knowingly prejudice or affect any term or aspect to the employment of any personnel provided under this Agreement, or offer employment to any individual to provide services under this Agreement, 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 Agreement, 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 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 Developer by a City employee or City official in violation of Section 15.2 above, or advocating a violation of Section 15.3 above, Developer will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section of the City's Office of the Inspector General ("IGO Hiring Oversight"), and also to the head of the relevant City Department utilizing services provided under this Agreement. Developer will also cooperate with any inquiries by IGO Hiring Oversight or the Shakman Monitor's Office related to the contract.

(Signature Page Follows)

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on or as of the date first above written.

CITY OF CHICAGO, an Illinois municipal corporation

By:

Andrew J. Mooney

Commissioner of the Department of Housing and Economic Development

NORFOLK SOUTHERN RAILWAY COMPANY,

A Virginia corporation

By:

Name:

Its:

xii

STATE OF ILLINOIS )

) SS.

COUNTY OF COOK )

GIVEN under my notarial seal this day of , 20 .

NOTARY PUBLIC

STATE OF GEORGIA )

) SS.

COUNTY OF FULTON )

I, the undersigned, a Notary Public in and for said County, in the State aforesaid, do

hereby certify that , the of Norfolk Southern Railway

GIVEN under my notarial seal this day of , 20 .

NOTARY PUBLIC

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(sub) Exhibit A to Neighborhood Investment Fund Agreement Depiction of Project Area [Attached]

xiv

(sub) Exhibit B to Neighborhood Investment Fund Agreement

Project

Phase 2 of the Project consist generally of grading, paving, and other work necessary to build additional trailer and container parking spots between W. Garfield Blvd. and W. 59^th Street.

The design plans for Phases 2 and 3 are in a conceptual stage, and are subject to revision based on commercial needs, funding availability, and engineering considerations.

(sub) Exhibit C to Neighborhood Investment Fund Agreement Depiction of Greater Project Area [Attached]

xvi

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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: Norfolk Southern Railway Company

Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:

M ^^e Applicant

[ ] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the

Applicant in which the Disclosing Party holds an interest:

3. [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in

which the Disclosing Party holds a right of control:

Three Commercial Place

Business address of the Disclosing Party:

Norfolk, Virginia 23510

757-629-2836 757-629-2607 ., Thomas.Ambler@nscorp.com

Telephone: Fax: Email:

_ _ Thomas W. Ambler

Name of contact person:

E. Federal Employer Identification No. (if you have one):

Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):

Acquisition of 105 city-owned lots In the vicinity of 59th and Normal

^. . , Dept.of Housing & Economic Devel.

Which City agency or department is requesting this EDS?

If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:

Specification # and Contract #

Ver. 01-01-12

Page 1 of 13

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS

A. NATURE OF THE DISCLOSING PARTY 1. Indicate the nature of the Disclosing Party:

[ ] Person [ ]

[ ] Publicly registered business corporation [ ]

Privately held business corporation [ ]

[ ] Sole proprietorship [ ]

[ ] General partnership (Is

[ ] Limited partnership

[ ] Trust [ ]

Limited liability company Limited liability partnership Joint venture

Not-for-profit corporation

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:

Virginia

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?

[X] Yes [ ] No [ ] N/A

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).

If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.

Name Title

Charles W. Moorman Director, Chairman, President & Chief Executive Officer

Mark D. Manion Director and Vice President

Donald W. Seale Director and Vice President

James A. Squires Director, Vice President

(♦Continued on Attachment II.B.l.a) "

Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,

Page 2 of 13

interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.

Name Business Address Percentage Interest in the

Three Commercial Place Disclosing Party

Norfolk Southern Corp. Norfolk, VA 23510 100%

SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS

Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?

[ ] Yes [3? No

If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):

N.A.

SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, 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.

"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.

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 13

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

in w. Washington st. _not _an acceptable response.

Thomas Murphy Chicago, IL 76060 Lobbyist/Attorney Tir n.i I )i uj $5, 000 (estimated)

2305 Club Court " ' "

Charles H. Allen

~~Valparaiso~~, ~~TN 4fi?m~~ ~~Consultant~~ Trr 1 S^nnn (cct-imat-,^)

(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 Municipal Code 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 H 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

1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person 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 Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.

Page 4 of 13

The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:

1. 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;
2. have not, within a five-year period preceding 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;
3. 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 clause B.2.b. of this Section V;
4. have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
5. have not, within a five-year period preceding 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 certifications in subparts 3, 4 and 5 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 13

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 five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:

1. 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;
2. 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
3. made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).

Neither the Disclosing Party, 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 any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
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:

A number of the questions in the City of Chicago's Economic Disclosure Statement and Affidavit (the "EDS Statement") appear intended to solicit information from smaller organizations where all of the knowledge of that organization's activities resides among a handful of people rather than to a large publicly-traded corporation like Norfolk Southern

Corporation ("NSC"), which owns Norfolk Southern Railway Company ("NSR," and together with NSC and NSCs other

subsidiaries, "Norfolk Southern")

(♦Continued on Attachment V.B.6)

Page 6 of 13

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.

8. 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 execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").

/v/a- _:

9. 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 $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.

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 Section 2-32-455(b) of the Municipal Code.

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 Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. 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."

If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):

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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 INTEREST IN CITY BUSINESS

Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.

In accordance with Section 2-156-110 of the Municipal Code: 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 HNo

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., 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 interest and identify the nature of such interest:

Name Business Address Nature of 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 paragraph 2. Failure to

Page 8 of 13

comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.

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.

x 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:

Note: Records on this list have references to slave labor. Owners' names are listed with slaves' names when given following in parenthesis. Where no names are given, those records with references to hiring provisioning or medical services for slaves are still noted. All surviving records of antecedent companies in the possession of Norfolk Southern Corporation for the period prior to 1866 have been searched; only those records with

references to slave labor have been included in this list . . . ("Continued on Attachment V.E.2.)

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 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 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 of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee 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.

Page 9 of 13

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".
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 [ ] 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

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:

Page 10 of 13

SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE

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 and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances 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 the applicable ordinances.

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 transactions with the City. 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 on this EDS and any attachments to this EDS may be made available to the public 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 Article I of Chapter 1-23 of the Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.

The Disclosing Party represents and warrants that:

Page 11 of 13

F.l - The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.

F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.

F.3 If the Disclosing Party is the Applicant, the Disclosing Party 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 F.l. and F.2. 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 Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.

NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.

CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.

Norfolk Southern Railway Company

(Print or type name of Disclosing Party)

(Print or type name of person signing)

Vice President

(Print or type title of person signing)

at / U)f-\&-fK. - County, Uif-^ML^ (state).

1/}/,/^^^ Notary Public.

ncLsworn to before me on fjdate) /- c^-g? ~ I 3

Commission expires: / - 3 / - j2o /

-«y PtJBUC a-ft* * / REG #310382 t =

J MY COMMISSION j ^

Page 12 of 13

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

APPENDED 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 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

Under Municipal Code 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 percent 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.

Page 13 of 13

ATTACHMENT II.B.l.a

Deborah H. Butler James A. Hixon John P. Rathbone Daniel D. Smith Denise W. Hutson

Vice President Vice President Vice President Vice President Corporate Secretary

II.B.l.a (1 of 1)

ATTACHMENT V.B.6

Norfolk Southern has thousands of employees and business operations in 22 states and the District of Columbia. NSR along with its consolidated rail subsidiaries ("NS Rail") is engaged primarily in the transportation of freight by rail. NS Rail operates approximately 21,000 miles, primarily in the east and Midwest, including approximately 861 miles in Illinois and 36 in Chicago. NSR and NSC used their best efforts to gather as much of the requested information as reasonably possible and without undue effort and expense, but, because of their large size, all responses given in all of the EDS Statement are only to the best of the reasonable knowledge of NSC and NSR, are at the risk of not having knowledge of certain information, and the executive officer signing the EDS Statement does so based on actual knowledge or information supplied to that executive officer. Due to the scope of its operations and the number of employees and contractors, Norfolk Southern makes no representations as to parties other than NSR, NSC and their respective executive officers and directors. Additional information about Norfolk Southern Corporation can be found at the website, www.nscorp.com, including its Annual Report for the fiscal year ended December 31,2008.

The following two paragraphs are responsive to Certification V.B. 1 .e. on page 5

Norfolk Southern is subject to extensive applicable federal, state, and local environmental laws and regulations. Norfolk Southern is, from time to time, investigated by these and other regulatory agencies in the ordinary course of business. Norfolk Southern cooperates with all government agency investigations. Due to the scope of its operations and the number of employees, however, Norfolk Southern cannot provide information regarding all such investigations without undue effort or expense, if at all. The list of certain investigations found attached in Table V.B.l.e -A is that information that Norfolk Southern was able to identify without undue effort or expense.

In addition to the regulation described in the preceding paragraph, Norfolk Southern is also subject to commercial regulation by the United States Surface Transportation Board, and its operations are regulated extensively by the United States Department of Transportation, including the Federal Railroad Administration, and the Department of Homeland Security, some of which in some cases has a preemptive effect. In addition, Norfolk Southern's operations are subject to extensive federal, state, and local environmental, labor and employment and other laws and regulations. Norfolk Southern is, from time to time, alleged to be in violation of administrative, statutory or regulatory provisions in the ordinary course of business. Norfolk Southern cooperates with all government agencies in seeking to resolve such alleged violations. Due to the scope of its operations and the number of employees, Norfolk Southern cannot provide detailed information regarding all such violations without undue effort or expense, if at all.

However, attached in Table V.B.l.e - B, is that information which can be secured without undue effort or expense.

V.B.6. (1 of 1)

TABLE V.B.l.e-A

Part 1

In April, 2008, the United States Department of Justice filed suit against Norfolk Southern Railway Company seeking civil penalties and injunctive relief under the Clean Water Act and the Comprehensive Environmental Response, Compensation and Liability Act, related to the Jan. 6, 2005 derailment in Graniteville, S.C, and associated release of chlorine into the atmosphere. In April, 2010, the parties reached a consent decree settling the lawsuit, subject to court approval. In the consent decree, Norfolk Southern agreed to pay a civil penalty of $4 million, to undertake emergency response training and undertake a supplemental environmental project. There is no admission of liability.
On Oct. 19, 2006, the Pennsylvania Department of Environmental Protection (PDEP) issued an assessment of civil penalties against Norfolk Southern and filed a complaint for civil penalties with the Pennsylvania Environmental Hearing Board (EHB) requesting that the EHB impose civil penalties upon Norfolk Southern for alleged violations of state environmental laws and regulations resulting from a discharge of sodium hydroxide that occurred as a result of the derailment of a Norfolk Southern train in Norwich Township, Pennsylvania, on June 30, 2006. PDEP's actions sought to impose combined penalties of $8,890,000 for alleged past violations and $46,420 per day for alleged continuing violations of state environmental laws and regulations. Norfolk Southern appealed the fines to the EHB. The Pennsylvania Fish and Boat Commission sought financial restitution for damages alleged to have been caused by this accident. In addition, the Pennsylvania Attorney General and the McKean County District Attorney filed three misdemeanor charges for alleged violations of state environmental and aquatic resource protection laws and regulations. Norfolk Southern has entered into a settlement agreement with all Commonwealth of Pennsylvania parties, pursuant to which all claims by the Commonwealth for civil liability resulting from the derailment and spill were resolved, with Norfolk Southern agreeing to pay approximately $7.35 million in restitution to compensate for all natural resource damages and the agencies' response costs caused by the derailment and spill. Norfolk Southern also pled no contest to the three misdemeanor charges and paid fines in the amount of $250,000 to resolve them.
On July 13, 2007, Norfolk Southern received a subpoena from a state grand jury requesting documents and materials relating to the company's setting of fuel surcharges. Norfolk Southern cooperated with the state in its investigation, and has been notified that the state decided not to move forward with its investigation at this time, while reserving its right to re-open the matter in the future if it decides circumstances so dictate.
On August 15, 2007, Norfolk Southern entered into a Consent Assessment of Civil Penalty (Consent Assessment) with the PDEP, resolving alleged violations of the Clean Streams Law, the Solid Waste Management Act, the Hazardous Sites Cleanup Act, and the Air Pollution Control Act, and regulations promulgated thereunder. The Consent Assessment resolved three Notices of Violation (NOVs) received for alleged violations associated with spill incidents in Bell Township, Creighton, and

V.B.l.e-A(l of 7)

New Brighton, Pennsylvania, as well as other issues not subject to NOV. Specifically, on December 29, 2005, Norfolk Southern received a NOV related to a January 5, 2004 derailment near the village of Truxal in Bell Township, which had resulted in the release of shelled corn, lubricating oil, and diesel fuel. On July 1, 2005, Norfolk Southern received a NOV related to a January 31, 2005 derailment near Creighton in East Deer Township, which had resulted in the release of hydrogen fluoride. On October 26, 2006, Norfolk Southern received a NOV related to an October 20, 2006 derailment on and near the railroad bridge between Beaver Falls and New Brighton, which had resulted in the release of ethanol. The other two matters related to a 2003 diesel fuel spill caused by an outside contractor in Union Township and a number of spill incidents arising from September 8, 2003 to the date of the Consent Assessment from Conway Yard in Conway Borough. A civil penalty in the amount of $575,000 was paid to the Commonwealth of Pennsylvania, Clean Water Fund on September 12, 2007 in settlement of these incidents.

Norfolk Southern entered into a Consent Order on or about March 12, 2008 with the Georgia Department of Natural Resources Environmental Protection Division in connection with certain alleged violations of the storm water general permit requirements applicable to land disturbing activities associated with a September 2007 track siding extension project in Gordon County, Georgia. Among other things, Norfolk Southern mistakenly submitted the permit fee in April 2007 to the same address used for the application. Under the consent order Norfolk Southern agreed to implement best management measures and to have its erosion and sedimentation control plan certified. Norfolk Southern paid a penalty of $4,500. The EPD inspector was pleased overall with the stability of the project.
Norfolk Southern was sued by the State of Illinois in connection with a derailment that was caused when a Union Pacific train improperly entered an interlocking and struck a Norfolk Southern train in Momence, Illinois on November 24, 2005. As a result of the collision, diesel fuel was released from the locomotives of both trains and certain limited amounts of other hazardous and non-hazardous materials were released from rail cars. The State of Illinois sued both Norfolk Southern and Union Pacific alleging various violations of environmental laws as a result of these releases and demanding penalties and other relief. This case was settled for a non-penalty payment of $9,900 in January, 2010.
On approximately May 15, 2008, Norfolk Southern was notified by PDEP that the agency assessed a $24,000 penalty against it for alleged violations of the Pennsylvania Storage Tank and Spill Prevention Act. PDEP claims that during an inspection at Conway Yard, Conway, Pennsylvania, it discovered several testing and recordkeeping violations. The penalty assessment was appealed and a final settlement reached with PDEP that resulted in a Consent Assessment of Civil Penalty for a $12,000 fine.
On May 14, 2008, the United States Coast Guard issued a Notice of Violation in connection with a sheen of oil that resulted from a gasket failure on the land arm swivel joint of a manifold connecting to a fuel barge at Conway Yard. A boom was immediately deployed by Norfolk Southern forces and the swivel joint was taken out

V.B.l.e-A (2 of 7)

of service. Less than one gallon of fuel was estimated to be released. The Coast Guard's NOV assessed a $250 penalty, which was paid.

Ohio EPA cited Norfolk Southern for the railroad's failure to file a Large Quantity Generator ("LQG") Report on August 6, 2008 in connection with a one-time hazardous material spill cleanup event at Columbus, Ohio. The failure to file was inadvertent since the yard facility ordinarily is a small quantity hazardous waste generator. The railroad late filed the LEQ report and has requested the State to delist the yard as a LQG. No penalty was assessed.
On August 20, 2009, Norfolk Southern entered into two Consent Agreements with U.S. EPA Region 4, resolving two alleged violations of the Clean Water Act associated with two separate releases of fuel oil locomotive fuel tanks which were accidently breached by a master shoe retarder in Norris Yard, Irondale, Alabama. Norfolk Southern paid a total of $9,000 in penalties in these two dockets.
In April and May 2008, the New Jersey Department of Environmental Protection issued a Notice of Violation and an Administrative Order and Notice of Civil Administrative Penalty Assessment, respectively, alleging that Norfolk Southern violated provisions of its New Jersey Pollutant Discharge Elimination System Permit at its Elizabeth City, NJ rail terminal. Norfolk Southern immediately corrected any potential noncompliance issues and in November 2008, paid a penalty of $5,000.
The United States Coast Guard issued a Notice of Violation in connection with the failure of a float level control switch at a waste water treatment plant pumping station that released approximately 500 gallons of oil and resulted in a light sheen on the Ohio River on December 18, 2009. An immediate response was undertaken to the release and the control switch was repaired. The Coast Guard's NOV assessed a $1,500 penalty, which was paid.
The United States Coast Guard issued a Notice of Violation in connection with the release of diesel fuel from a valve on a loading dock that created a sheen on the Ohio River on March 2,2010. An immediate response to the release was undertaken. The Coast Guard's NOV assessed a $500 penalty, which was paid.
In late August 2010, as a result of an inspection by the Pipeline and Hazardous Materials Safety Administration, Norfolk Southern received a Notice of Probable Violation, Civil Penalty Assessment and Proposed Compliance Order (NOV) for alleged violations related to the operation and maintenance of a fuel pipeline in Macon, GA, including alleged recordkeeping deficiencies. A penalty of $98,600 was paid on July 19, 2011 pursuant to a Final Order. Two additional Notices of Probable Violation and a Notice of Amendment were received in February 2011. On August 18, 2011 an additional penalty of $77,500 was paid pursuant to a Final Order. Norfolk Southern has since retained a third party operator for this pipeline, thus resolving the alleged deficiencies.

15. In late June, 2010, the State of Ohio filed suit against Norfolk Southern alleging certain violations of state water laws at Norfolk Southern's coal transloading facility in Ashtabula, Ohio. Simultaneous with the filing of the complaint, the parties filed a Consent Order for Preliminary Injunction with the court that requires certain actions be undertaken by Norfolk

V.B.l.e-A (3 of 7)

Southern at the facility. A final Consent Order was entered by the Court on August 11, 2011 that provided for final relief and the payment of an $115,000 penalty.

V.B.l.e-A(4of7)

Part 2

Month/Year Received

May, 2012 April, 2012 April, 2012 April, 2012 January, 2012 January, 2012 January, 2012 January, 2012

Location

Austell, GA Harrisburg, PA Georgetown, KY Melvindale, Ml Rossville, TN Arcadia, OH Elkhart, IN Cresson, PA

Alleged Violations/ Violations

POTW Permit violation Sanitary Sewer Overflow

KPDES Stormwater Permit violation (9/27/11 inspection)

Fugitive dust violation, blast-cleaning AST w/o approved BMPs

Alleged violation of stormwater construction permit

Unpermitted discharge from train derailment

NPDES Permit violation (11/23/11 inspection)

AST, external coating failure, corrosion (11/10/11 inspection)

December 2011 November 2011 November 2011 October 2011 October 2011 September 2011 August 2011 July 2011 July 2011 June 2011 May 2011 May 2011 May 2011

Feb 2011/April 2011 February 2011 February 2011 February 2011 February 2011 February 2011 February 2011 February 2011 February 2011 February 2011 February 2011 January 2011 January 2011

December 2010 December 2010 November 2010 October 2010 September 2010 July 2010 July 2010 June 2010 May 2010 April 2010 April 2010 April 2010 April 2010 April 2010 March 2010 February 2010 February 2010 February 2010 January 2010

January 2010 January 2010

December 2009 September 2009 September 2009 August 2009 August 2009

Sunbury, PA Greencastle, PA Atlanta, GA Kansas City, MO Harrisburg, PA Macon, GA Birmingham, AL McKinney, KY Arcadia, OH Harrisburg, PA Titusville, FL Chattanooga, TN Culpeper, VA Roanoke, VA Memphis, TN Manville, NJ Manville, NJ Manville, NJ Linwood, NC Harrisburg, PA Conway, PA Granite City, IL Voltz, MO Arcadia, OH Atlanta, GA Atlanta, GA

Manville, NJ Manville, NJ Elkhart, IN Conway, PA Decatur, IL Charlotte, NC

Portsmouth, OH Roanoke,, VA Portlock, VA Rock, WV Chicago, IL Decatur, IL Vanzant, VA Maintland, WV Belle, WV Norfolk, VA

Elkhart, IN (85-27 Monthly) Knoxville, TN

West Point, VA

Elkhart, IN (85-27 Monthly)

Ashtabula, OH

Elkhart, IN (85-27 Monthly)

Durham, NC

Jeanette, PA

Waynesburg, PA

Alleged solid waste violation @ TBT Transloading Facility

Alleged violation of stormwater construction permit

Fab Plant WWF POTW permit noncompliance

WWF POTW permit noncompliance

Enola Yard - WWF NPDES permit noncompliance

POTW violation- no advance notice of flowmeter totalizer reset

WWF POTW permit noncompliance

Degradation of DO due to derailment related release

Ethanol discharge to surface water during cleanup

Noncompliance notice for unregistered AST

Storage tank system noncompliance

Diesel shop - Hazardous waste inspection noncompliance

Line of road - Embankment erosion

Material Yard Shop - Asbestos citation

Forrest Yard - POTW permit noncompliance

Odor from train

Linwood Yard - WWF permit noncompliance Fueling facility WWF permit noncompliance Oil release

Third party illegal open dumping

Late payment of fees

Ethanol Discharge to surface water

Inman Yard WWF POTW permit noncompliance

Fab Plant WWF POTW permit noncompliance

Odor from train Odor from train

Total copper exceedence NPDES permit limit Release of 50 gallon s of lube oil WWF POTW permit noncompliance Incomplete SWP 3 monitoring

I 1 ...I (.-,

Diesel fuel release Lube oil release

Failure to perform stormwater benchmark monitoring

Hydraulic oil release

Lube oil release

Lysine tank car release

Diesel fuel release

Coal release

Dimethylformamide vapor release

Failure to file updated signatory authorization

Total copper exceedence NPDES permit limit

Improper labeling of containers for waste batteries and waste

fluorescent lamps

Fuel oil release

Total copper exceedence NPDES permit limit

Coal dock (TSS exceedence NPDES limit)

Total copper exceedence NPDES permit limit

Alleged late reporting of sodium hydroxide spill to the NRC

Diesel fuel from ruptured locomotive fuel line

Coal dust release from coal hopper

V.B.l.e-A (5 of 7)

July 2009 July 2009 July 2009 July 2009 July 2009 April 2009 April 2009 March 2009 March 2009 February 2009 January 2009

November 2008 November 2008 October 2008 September 2008 July 2008 July 2008 July 2008 June 2008 June 2008 June 2008 May 2008 May 2008 May 2008 May 2008 January 2008

Conway, PA Conway, PA Conway, PA Waynesburg, PA Pittsburgh, PA Harrisburg, PA East Pennsboro, PA Granite City, IL Goldsboro, NC Columbus, OH Ashtabula, OH

Carlyle, VA Granite City, IL Macon, GA - Car Wash Bluefield, WV Norfolk, VA - Car Norfolk, VA - Loco Ashtabula, OH - Coal Dock Pickshin, WV Conway, PA Bclvidere, NJ

Roanoke, VA (Shaffers Xing) Elizabeth, NJ - intermodal Conway, PA Conway, PA Linwood, NC

Conway Yard (NOV for 10 gal. diesel fuel on May 14)

Conway Yard (NOV for 20 gal. diesel fuel on May 14)

Conway Yard (NOV for 15 gal. lube oil on May 6)

Diesel fuel spill from truck caused by grade crossing accident

Highland Ave. Yard (10 gal. hydraulic oil spill from locomotive)

Lucknow Yard (AST exceptions)

Enola Yard (AST exceptions)

Failed to dispose.of old crossties in timely manner

Release of diesel fuel

Failure to submit 2007 Haz.Waste Annual Rpt. Fugitive dust/wash water.-bridge/river

DEQ refusing to terminate permit

3^rd party dumping on non-operating real estate property

Repl. flow meter w/out prior notification

Improper labeling of drums

Late submittal

Coal fines in facility runoff

Illegal 3^rd party dumping on NS property

AST spill during fuel barge unloading

Illegal dumping trash and debris

Failure to comment on inspection report

Runoff from salt storage

Tank testing and recordkeeping

Petroleum release

Phenol Exceedence - October 2007

October 2007

Allentown, PA

Unregistered AST

V.B.l.e - A (6 of 7)

This page is intentionally blank

V.B.l.e-A (7 of 7)

TABLE V.B.l.e-B

Juniata, PA

On or about January 18, 2008, OSHA issued a Citation and Notification of Penalty to Norfolk Southern regarding its Juniata facility. The Citation was resolved with OSHA through an Informal Settlement Agreement dated February 14, 2008. The alleged violations which are the subject of the Informal Settlement Agreement involve the implementation of administrative or engineering controls to reduce exposure to copper and iron oxide during welding operations; the provision of information and training concerning hexavalent chromium; training concerning potential exposure to lead; and the provision of separate storage facilities for street clothes and protective clothing. All of these violations were classified as Other Than Serious and there was a total penalty of $1,500.

Portsmouth. OH

On or about March 18, 2008, OSHA issued a Citation and Notification of Penalty to Norfolk Southern regarding its Portsmouth facility. The alleged serious violations contained in the Citation related to the OSHA requirements concerning electric power generation, transmission and distribution under 29 CFR 1910.269. This matter was settled by stipulation and agreement on May 15,2008, with a penalty payment of $20,000. The descriptions of certain alleged violations were amended, the citation relating to accident reporting was withdrawn (since NSRC is subject to DOT reporting requirements) and all items were abated by October 8,2008.

Baltimore, MP

The Maryland Department of Labor on March 28,2008 issued two citations against Norfolk Southern Railway Company, alleging five occupational and safety violations at small car repair mechanical facility in Baltimore, Maryland, including one for which railroads are exempted under state law. The matter was settled on April 28, 2008, with a penalty payment of $2,062.50 for three violations relating to welding shields, open circuit breaker and an electrical obstruction. The two violations relating to maintenance and submission of the chemical inventory list were rescinded.

V.B.l.e-B (1 of 1)

ATTACHMENT V.E.2.

Blue Ridge Railroad Company

Report to the Directors, November 1857

No names of owners or slaves.

Central Rail Road and Banking Company of Georgia Report to the Directors May 1839

No names of owners or slaves.

Report to the Directors' December 4,1839

No names of owners or slaves.

Charlotte and South Carolina Rail Road Company Proceedings of the Stockholders' October 10,1849

No names of owners or slaves.

Proceedings of the Stockholders' November 18,1852

Table B - Paid for Negro Hire: L. G. Jones; J. Leroy Davies; Joseph Herndon; John H. Means; L. J. Vaughn; W. Briee; L. G. Jones (Conley); Carver Randell; Mrs. M. W. Postell; James Pagan; John A. Marion; J. T. Diseker; James Catheart; Braley Oates; John W. Moore; P. M. Brown; B. H. Davidson; H. B. Williams; J. Leroy Davies; Mrs. Rachel Pharr; Dr. M. M. Orr; George Conley; W. H. Stringfellow; O. Woodward; Peter Nicholson; Edward Moor, adm.; Henry W. Yongue; M. J. Pickett; S. J. Randell, adm.; W. S. Gibbes; Mrs. M. A. Parks; Mrs. C. Z. Mills.

Proceedings of the Stockholders' February 8,1854

Table B - Paid for Negro Hire 1852: Mrs. M. J. Pickett; James Bynum; Harriet English; W. H. B. Collins; John Adger; L. G. Jones; Carver Randell; R. C. McCalla; James T. Fleming; Rev. J. Leroy Davies; Mrs. Wylie; Mrs. M. W. Postell; John H. Means; William Pratt; S. N. Hutchison, Guard.; W. B. MacLean; G. F. Davidson; Jas. H. Houston; D. A. Caldwell; William Johnston; Dr. W. H. Stringfellow; Wm. M. Nicholson; S. J. Randell; Alexander Pinchback; James Pagan; H. B. Williams; F. G. Simril; B. H. Davidson; Joseph Steele; J. J .Sloan; J. R. Davidson; Joseph F. White; Clem. Williams; J. A. Huggins; Mrs. M. A. Parks;

S. Patton; E. W. White; John F. Irwin; E. O. Elliott; J. Westmoreland; Thos. J. Grier; James Bynum; William Boyee; H. W. Yongue; J. P. Ross; John L. Younge; J. M. Doby; Thomas L Rosborough; C. J. Duffie, Adminis'r; Mrs. C. Z. Mills; W. D. Henry; A. Pinchback; Wm. R. Myers; Robert H. Stringfellow; Thos. W. Moore, Admr.; P. M. Brown;
A. Dargan; J. Henderson.

Table C - Cost of Road - No names of owners or slaves.

V.E.2.(1 of 37)

Proceedings of the Stockholders' February 9,1859

The Road reported that it owned 11 slaves. No names of slaves. Proceedings of the Directors' 1860

"From this fund liberal expenditures have been made during the year, embracing ... $1, for two slaves, George, a painter, and Alexander, a pump hand..."

Proceedings of the Directors' 1862

"From it is also to be deducted the cost of about 1000 bales of cotton and 40 slaves, purchased for the use and benefit of the Company..."

Annual Report January 20,1864

No names of owners or slaves.

Chesterfield Railroad Company

Report to the Board of Public Works, 1834

No names of owners or slaves.

Report to the Board of Public Works, 1841

No names of owners or slaves.

Report to the Board of Public Works, 1843

No names of owners or slaves.

Report to the Board of Public Works, 1844

No names of owners or slaves.

Report to the Board of Public Works, 1846

No names of owners or slaves.

Report to the Board of Public Works, 1849

No names of owners or slaves.

Report to the Board of Public Works, 1850

No names of owners or slaves.

City Point Railroad Company

Report to the Board of Public Works, December 7,1838

No names of owners or slaves.

Columbia and Hamburg Railroad Company Report to the Stockholders' 1864 -

No names of owners or slaves.

V.E.2.(2of37)

East Tennessee and Georgia Railroad Company Report to the Directors' June 30,1860

"One passenger, and the first since the opening of your road nine years since, has been slightly injured by the breaking of an axle; that one a black woman, the property of James Gelson, of Campbell County. Demand was made for damages, which was settled by a purchase of the woman. She has been placed under the judicious medical treatment of Dr. Brown, of Cleveland, and will soon be well again, when she will be sold and proceeds placed in the hands of your Treasurer, thereby reducing that item of damage to a matter of small consequence." (pp.8) - R.C. Jackson, Superintendent.

Greenville and Columbia Railroad Company Report to the Stockholders' January, 1857

No names of owners or slaves.

Louisville, Cincinnati, and Charleston Railroad Company Report to the Stockholders' and Directors' September 1840

No names of owners or slaves.

Memphis and Charleston Railroad Company Board of Directors Minutes, 1860 - 1872

Minutes, January 21,1861: Mr. Crutcher Report to the Directors' March 1,1855 No names of owners or slaves. Report to the Directors' July 1,1857

No names of owners or slaves.

ivcpOi i iu inc isncciui a «juiv x, io3y

No names of owners or slaves.

Mobile & Ohio Railroad Company

Annual Reports, 1847 -1863

Proceedings of the Stockholders' May 9,1853

No names of owners or slaves.

Proceedings of the Stockholders' February 26,1855

Table - Casualties of 1855: April 17th. Negro Jack, on pile-driving train, fell between the cars and was killed.

Otherwise no names of owners or slaves.

V.E.2. (3 of 37)

Proceedings of the Stockholders', February 26,1859

Table - Casualties of 1859: July 14.Two negro children belonging to Mrs. Hornsburger. Otherwise no names of owners or slaves. Proceedings of the Stockholders', April 21,1963

"We have also purchased sixty negroes, now in the service of the Road "

Otherwise no names of owners or slaves.

North Carolina Railroad Company Proceedings of the Directors' 1862

/l, \. H M TT T : / k\ 1 \. Tl XJ O 11 SI ^U\. X yf_ C A m //-i

(jauicaj, ivxoij? jj,. jaivia \s\uiaiimnj, juiui xx. oiuan \ ja\s\ju), ivxio. u.y-i. ^aiiaway (v^ea'aT,

Stephen); Mrs. Susan Allen (Henry); A. Henderson (Ike, Levi, Frank, Julius); Dr. R. Hooker (Mordecai, Cyrus, Willy); W.B. Dunn (Charles, John); H.W. Montague (Henry, James, Jeff, Moses, Sidney); Mrs. Sarah L. Hogg (Henry, Joe, Lee); Mrs. John Sloan (James); Phoebe Taylor (Robert, Richard, John); William C. Blount (Stephen, Jacob, Dave, John); Dr. E.H. Gollet (Ben, Anthony); Dr. William H. McKee (Salem, Sam, Dick); S.S. Turner (Handy); Dempsey H. Blake (Jack, Yancy); James Smith (Pleasant); David W. Bell (Dick, Tom, Terry, Bed, Amos, John); James B. Bell (Issac, Nat); Dr. Sam Masters (Jesse, Alfred, John, Ben, James, Charles); Emmet Cuthbert (Charles); Miles Wagstaff (Peter); Dr. E.B. Haywood (Peter, Alex); Sarah Bryan (Bill); Mrs. Sarah Godwin (Monro); M.C. Hodge; John H. Nelson (Ennis, Stephen, Perry, Ben, Bob, Hardy, Alfred); S.W. Branch (Henry); James L. Dusenberry (Jerry); A.H. Lindsey (Bob); Harrison Harbor (Milton); Henry R. Bryan (Simon); Josiah Collins (Sam Barron, Providence, Henry Morsen, Charles, Oren, Lunite, Toney, Ishmael, Thompson, Aley King, Peter King, Angustus, Mills Tamar, Frank, Stephen Iredell, Josh Baum, Wallis, Simon, Josh. Elsey, Osborn, Daniel, Britton, Madison Jordan, Freeman,

V.E.2.(4of37)

Brian, Aaron, Mills Blount, Warren, Mitchell, Dunbar, Whitmell, Walter, Major); W.H. Jones (George); Mrs. Eliza Knox (Stephen); S.M. White (Ben); Henry R. Nash, Trustee (Sam); John U. Kirkland (Willis); Peter B. Ruffin (Henry); Lizzie Bason (Squire, Giles); William J. Long (Madison); Richard Tapp (Wesley); George W. Mordecai (Ellick, Henry Grip, Henry Bus, Matthew, George, Edmund, Harry, John House, Anderson Bailey, Tom); J.A. Rendleman (Moses); J.D. Flanner (Abel)

Proceedings of the Directors' 1864

1864 - James M. Hurdle (Chelsey); Jacob Holt (Pleasant); Jesse Gant (Harrison); William A. Littlejohn (Jacob, Nathan); James Gorrell (Nelson); Mrs. Ann Ivie Hill (Ben 1, Ben 2, Bill); Thomas. D. Martin (Obra, Alech); Nash Rouse (Jack, Ben, Jim, Alech, Haywood, Nepkin, Hazard); James Thompson (Bob); David McAdams (Grandison, Josiah, Bill); Josiah Collins (Hamilton, Freeman, Henry, Morson, Oem, Learnet, Thompson, Willis, Tamar, Frank, Stephen, Iredell, Josh, Baum, Simon, Wallace, Jordan, Aaron, Miles, Blount, Warren, Mitchell, Dunbar, Whitmel, Waldem, Reuben, Ross, Hobart, Mathias, Philliam Davidson, Rebecca, Daniel); Richard Trapp (Wesley); Mrs. E. H. Rux (Stephen); J.W. Norwood (Bill); James Graham (Sam); William J. Hayes (Bob, David Poe); Samuel P. Lowrie; Al. Mitchell (David); Jery Bason (Isaac, Peter); James S. Scott (Dick); Thomas H. Brem (Issac, Jerry); Samuel Harris (Moses, Jim); Mrs. Scott (Joe); Thomas Brem (Austin, Harty); McCorkle (Crawford); David W. Bell (Anderson); Ben J. Parmelee (Ben); R.C. Jenkins (Ben); D.A. Davis (Humphrey); Mrs. Sidney A Clark (Alylvester, Prince, Mac, Roden, Privo, Aleck, Aon); Sarah A. Caraway (Cesar, Stepheny); William Boylan (Wash, Jim, Bryan, Emanuel); Charles Gerock (Henry); Charles J. Freeland (George 1^st George2nd, Edmund, John, Squire, Stephen, Tom, Charles, Jerry) R.M. Sanders (Spencer, Sidney, Henry); George W. Mordicai (Henry Bull, Nathan, Amos, Wesley, Iverson, Henry Grip, Matthew Jr., George, John Green, Harry Jr., Edmund, Ike, Jesse, Anderson Goss, Canaan, Sam Slick, Anderson Baily, Jesse Jr., John House, Ben Laws, Isham, Jerry, Macklin, Ellick, John Sears); Henry K. Nash, Trustee (Sam); Mrs. H.E. Page (Simon, Joe, Bartlett, Miles, Augustus, Sam, Chessire, Ben, Jeffry, Tom, Jerry, Harry, Mills, Miles Warf); Dr. Thomas D. Warren (Frank, Jerry, Harry, Henderson, Augustus, Reuben, Dave Skinner, Mike, John Skinner, Andrew, Richard, Jacob, Andrew,Ganger, Stretus, Armstead, Watson, Solomon, Moses, Ben, Andrew Skinner, Nea Skinner, William Skinner, Ransom Skinner, George Wilder, David, Isaah, Bob Skinner, Dickerson); Rufus S. Tucker (Vergil, Alonzo); Cyrus P. Mendenhall (Charles, David, Charles Ellick); Archibald Henderson (Isaac, Jake, Levi, Julius; Pompey; Mark; Jo); John H. Small (Jacob); Jo Graham (Frank); William A. Blount, Jr.(Major Bill); J. W. B. Watson (Alfred, Albert, Alvin, Ben, Bill Harry, Bill Lawson, Curtis, Dick, Gabriel, Gaston, George, Giles, Harry, Winton, Ishmael, Jacob, John Robert, John Jones, Joseph Larkin, Ludd, Switch, Marcus, Meekin, Primus, Railford, Randell, Reddick, Richard, Sam, Simon, Solomon, Washington Moodley, Bama); George W. Watson (Austin, Bill, Bryan, Daniel, Mac, Dick, Ellick, Giles, Guilford, Hill, Mumford Rufus, Shade); P. E. Watson (Daniel, Whilley, Henderson, Jacob, Jim, John Marshall); Mary Watson (Green, Isham); Jacob Brookfield; William Barringer (Henry, George, Edmund); William S. Gilmer (Sam, Mack); Samuel M. Whitaker (Jordan); Richard J. Ashe (Sam); Samuel M. White (Ben); Peter B. Ruffin (Henry); Samuel S. Biddle (Aaron, Levin, Richard, Downer); L. P. Olds (Aleck); Jacob Mordecai (Herring, William, Lewis, Nathan, Shade, Primus, Fab, Jacob, Joshua, Jack, Ruffin, Daniel, Anthony, Jerry, Henderson, Jim); Fred J. Jones (Henry, Amos); Ben J. Parmerlee (Simon, Henry, Allen, Harman); Mrs. Susan Kelly (Jim); Josiah Collins (Major); A. G. Jones (Peter, Harris, Willis, Ben);

V.E.2. (5 of 37)

Fred C. Roberts (Moses, Ben, Jim, Josiah, Amos Lane, John, Alex, Farney, Ed, Sneed, Bill, Aleck); John H. Nelson (Stephenny, Perry, Bob, Ennis, Ben, Hardy, Frank); D. W. Bell (Amos, Nathan, Ben, Tom, Issac, John, Jerry); Anderson Thompson (Jerry); Williamson Page, Administrator (Burt); A. J. Morris, Administrator (Alvis); Elizabeth Ferrell (Robert); William Gaylord; Dr. W. Carstaphen

North East & South West Alabama Rail Road Company Report to the Directors' January 15,1857

No names of owners or slaves.

Piedmont Rail Road Company Directors Minutes, 1862-1895

".. the President and Chief Engineer and Chief of Construction in addition to the authority therefore given to hire labor, be also authorized to purchase for the company a number of slaves, intended for the purpose, not exceeding 400.."

Otherwise no names of owners or slaves Richmond and Danville Railroad Company

Board of Directors' Minutes, December 1,1847 - September 9,1869

November 13,1855: "A claim made by F. Lawson for expended in recovering a runaway slave, was submitted and in motion it was rejected."

Report to the Directors' October 1,1851

No names of owners or slaves.

Report to the Directors' October 1,1852

No names of owners or slaves.

Report to the Directors' October 1,1854

Transportation Expenses (Owners providing contracted slave labor): Robert Bowman; Uriah Hankins; D.M. Branch; James M. Taylor; Otey & Goff; C. J. F. Netherland; Mrs. Mary Gait; J. Morrisett,; Samuel Jones; Ann G. Pulliam; J.J. Robertson,.

Report to the Directors' October 1,1856

No names of owners or slaves.

Report to the Directors' October 1,1857

181 slaves employed at depots, at shops, and at stations, on sections, and on trains..

No names of owners or slaves.

Report to the Stockholders' December 8,1858

No names of owners or slaves.

V.E.2. (6 of 37)

Auditor's Report, November 8,1860

165 slaves employed at depots, at shops, and at stations, on sections, and on trains..

No names of owners or slaves.

Report to the Directors' October 1,1865

No names of owners or slaves.

South-Carolina Canal and Rail-Road Company

Report of the Directors' July 1,1832

On account of the extreme difficulty and expensiveness of occasional hiring, the Board judged it proper to purchase at certain number of Negroes, and the Company now own sixteen.

No names of owners or slaves. Report of the Directors' June 30,1833

Reference to "Purchase of Negroes." No names of owners or slaves.

Report of the Directors' January 1,1833

No names of owners or slaves.

Report of the Directors' October 1,1834

No names of owners or slaves.

Report of the Directors' January 11,1836

No names of owners or slaves.

Report of the Directors' June 30, 1836

No names of owners or slaves.

Report of the Directors' December 31,1836

No names of owners or slaves.

Report of the Directors' July 15,1839

No names of owners or slaves.

Report of the Directors' January 18,1840

No names of owners or slaves.

Report to the Directors' July 20,1840

No names of owners or slaves.

Report to the Directors' January 18,1841

No names of owners or slaves.

V.E.2. (7 of 37)

Report to the Directors' July 19,1841

No names of owners or slaves.

Report to the Directors' January 17,1842

No names of owners or slaves.

Report to the Directors' July 20,1842

No names of owners or slaves.

Report to the Directors' January 1,1843

No names of owners or slaves.

Report to the Directors' July 20,1843

No names of owners or slaves.

Book of Relinquishments, 1835 -1845

L.F. Schuls; Issac Murray; Sara McBurney; David D. Cohen (Peter, Abraham, Moses); Samuel Seyle (Thomas); John Bukley (Jim, Charles, Owen); Thomas N. Gadsden (John, Anthony); Charles L. Desel (Sam, Jack); Daniel Byrd (Lewis, Harry); Emanuel Moon (Jam, Jim, Sam, Mike); Smith Miles (Sam); Henry H. Schulz (Charles, Will, Harry, Jack, Ned); John Gilbert (Ned); L. C. Brown (Apollo, Harry, Joe, John, Dick); J. Fred Butt; John Juabnet; J. S. Murray (Jim); Charles A. Teandan (William); Jamh Veronu (James); Eden Ferrt; T. Tupper; H. V. Firith (Bacchur); Samuel Beronee (Sandy); Jacob Inabnet; R. J. Edwards; M. M. Keun; C. Dupont; S. Henry Dickerson (Paul Todd); F. T. Stall; H. Rausuer; A. H. Mulstom; D. H. Inplesley; D. G. Hairraudelf; Nath Coopen; Joseph Fasabinet (Carolina, William); V. Durande; W. T. Nell (Jim, Pompey); M. Fudlandbulayzeck; John D. Muckirtfuff (Isaac); Mr. L. Humayor (Peter, Harry, Lapio, Stephey); W. Sindumme (Joe); H. L. Huckson (Harry, Stewey, Peter, Jario); Elira M. Burry (Bulca); Henry B. Toomer (Charles); L. Lloyd (Pompey); C. Dupont; L. H. Shultz; Jacob F. Schirmu; Richard Way (Peter); W. Vanel (Lugh); Andrew P. Wag; John M. Brut; Edeth Spert (Kelly); A. Rison

No names of owners or slaves: August 8, August 12, August 24, September 9, September 30. October 29, November 14, November 26, December 10, December 31,1835, January 12, January 25, February 12, April 12, June 15, 1836 and May 12,1837

Board of Directors Minutes, 1835 - 1841

- L.C. Boyles (Stephen); Gibbes (Bell)
- "The motion that the President is ordered to purchase, for the use of the company, gangs of negroes not excluding 300 in number - this motion was adopted."

1839 - Mrs. Dupont (Stephen)

South Carolina Rail Road Company Proceedings of the Stockholders', February 1851

No names of owners or slaves.

V.E.2. (8 of 37)

Proceedings of the Stockholders', February 1852

No names of owners or slaves.

Proceedings of the Stockholders', February 1853

No names of owners or slaves.

Semi-Annual Report of the President, June 30,1853

No names of owners or slaves.

Proceedings of the Stockholders' February 14,1854

No names of owners or slaves.

Southside Railroad Company

Board of Directors' Minutes, 1853-1865

1854 - January 2 Thomas H. Daniel; January 3 George W. Butts; William Avent; John G. Adkins; David Adkins; M. Ann Clarke; James F. Deane; Thomas Jones; John F. May; Eliza I. Fowlkes; David Justice; R. C. Motley; R. I. Pennington; William D. Southall; January 5 William L. Lithgow; Edwin James; M. Angelica Hawkes; Elizabeth Booth; John W. Baily; Edward A. Wyatte; January 6 Thomas Armes; Richard Marshall; James A. Vaughn; Raymin Vaughn; Thomas W. Bell; Thomas Brannah; January 9 Robert W. Awin; January 11 William P. Mumford; Green Hill; M. Laura A. Chaffer; Larry; W. Cutter; P. Steth; William H. Brown; January 12 John W. Spice; Dr. Henry E. Thore; John Clay; B. Cam; January 13 Joseph H. Prichard; January 16 John Mann; January 17 Frances Fitzgerald; Mary Fitzgerald; W. W. Guy; January 24 James J. Oliver;

January 27 William Harper; William H. Magee; Larah H. Magee; January 28 Catherine Reese; January 31 George Fitzgerald

No date listed: C. Hamblin; J. A. Ammtiard; Mrs. M. A. Boiling; J. F. May; Mrs. Archer

- December 3 Ann R. Jones; Elisha Chapman; B. F. Cos; John C. Daniel; Thomas H. Daniel; H. F. Bardwell; James Briggs; F. Carr; W. B. Ellington
- February W. F. Davis; W. A. Juckim; A. R. Shaur; A. W. Horner; J. H. Robertson; William Motley; W. P. Emmer; A. J. Revel; Thomas H. Daniel; M. Ann R. Jones; Soloman Davis; I. W. Mingae; P. B. Will

1860 - May W. B. Grigg; T. B. Reed; R. A. Moody; C. H. Wilson; J. A. Wilson; N. Pamplin;

F. Flippin; T. L. Arrington; R. N. Davis; R. W. Pegrma; J. E. Suth

1863 - July 1 J. P. Hall; T. M. Beard; C. S. Hill; J. S. Belcher; W. B. Conway; R. E. Stung; A. A. Moody; R. A. Moody; J. H. Plunkett; C. H. Wilson; T. B. Rice; M. C. Crenshaw; B. F. Flippin; W. H. Hallowill; L. D. McDearman; T. L. Arrington; N. Pample; R. V. Davis; I. A. Wilson; W. B. Gregg; August 1 N. N. Moody; C. H. Wilson; I. L. Arrington; F. B. Rue; W.

Curshaw; W. H. Halloway; N. Pamplew; B. F. Fleppin; K. W. Pegsam; W. B. Gregg; J. P. Hall; T. M. Board

Ledger D, January 1860 - March 1865

No names of owners or slaves.

V.E.2. (9 of 37)

Side Ledger, July 1864- March 1865

- July S. Clottie; R. Atkinson; J. B. Muntur; N. Pamplin; J. J. N. Rice; McCorkle; N. B. Janny; N. E. H. Durphy; Geo E. Baytor; September E. W. Moring; Maria Way; Al Arrington; Kurt Paice; A. Moses; N. N. Bell; A. Johnson; E. P. Evans; Maria Way; D. Lackland; H. Raughan; T. B. Rice; D. G. Potts; Patrick Anderson; November M. V. Dove; J.

Hilliard;
1. - January Geo Abbott; L. McDunnan; T. L. Larratt; March 1865: M. M. Campbell; W.
C; J. H. Wilson; F. Marshall; J. T. Luther; Thomas L. Arrington; E. W. Friend; S. W. Gay;
P. Harrison; Geo Whitmore (George); Mary Gary; R. S. Gillian; S. A. Gary; M. Fistin; Mrs. Stanberry; H. P. Taylor; Geo D. Saunders (Joe, Richard, Payton, Nathan, Davy, John); Geo E. Gary (Theo, Harvey); A. Johnson; James Coleman; John O. Elam (Hampton, Toby)

No names of owners or slaves: March 1865

South-Western Railroad Company

Superintendent's Report, August 1,1853

No names of owners or slaves.

Superintendent's Report, August 1,1854

No names of owners or slaves.

Superintendent's Report, August 1,1855

No names of owners or slaves.

Superintendent's Report, August 1,1856

No names of owners or slaves.

Superintendent's Report, August 1,1857

No names of owners or slaves.

Superintendent's Report, August 1,1858

No names of owners or slaves.

Superintendent's Report, August 1,1859

No names of owners or slaves.

Superintendent's Report, August 1, I860

No names of owners or slaves.

Superintendent's Report, August 1,1861

No names of owners or slaves.

Superintendent's Report, August 1,1862

No names of owners or slaves.

V.E.2.(10of37)

Superintendent's Report, August 1,1863

No names of owners or slaves. Superintendent's Report, August 1,1864

No names of owners or slaves.

Spartanburg and Union Railroad Company Board of Directors' Minutes, 1851-1873

December 21^st and 22^nd, 1855: "The matter concerning compensation claimed by J. J. Peter and Jacob Walker for the negro men used in whole in the company was said to lesson Bob Trains to be reported upon."

Virginia and Tennessee Rail Road Company Annual Report, November 27,1850

"... 1 Negro man sold..." No names of owners or slaves.

Annual Report, November 3,1852

"One of the attendants of the train, Patrick, a slave, was separated from the engine only by an open platform car, loaded with railroad iron - he stood to the brake without relaxing his hold, and doubtless was instrumental in preventing additional damage to the train."

Annual Report, October 26 - 28,1853

No names of slaves. Hands Employed: Depots, 18 slaves; Passenger Trains, 4 slaves; Freight Trains, 10 slaves, Machine Shop, 15 hands, 2 slaves; Carpenter's Shop, 6 hands; Blacksmith's Shop, 9 hands; Repairs, 90 slaves; Bridges, 6 hands; Masonry, 12 slaves.

Board of Directors' Minutes, December 8,1853 - March 13,1857

No names of slaves: May 1, 1855 N. W. Leftwich; J. M. Rucker; W. Nation. No names of owners or slaves: May 1,1855; July 11, November 12,1856. Annual Report, October 25 - 26,1854

No names of slaves. Force Employed: at the work shops...3 apprentices and 4 slaves; 5 journeymen and 8 slaves; 1 watchman and 7 slaves. At the Depots... 18 Agents and Clerks, 2 watchmen and 50 slaves

On the Repairs of the Road...l Road master, 1 repairer of bridges, with 5 men; 11 Section masters and 145 slaves running engines and trains...4 conductors, 9 engine runners, 8 Firemen and 15 slaves as Brakes-men

Annual Report, October 31 - November 1,1855

No names of slaves.

Accidents Resulting in the Loss of Life or Limb:

Involving slaves: 1855, February 20, June 17 and July 18. No names of owners or slaves.

V.E.2.(11 of 37)

Force Employed: At the Depots...58 slaves; Machine Shop...5 slaves; Carpenter Shop...7 slaves; Smith Shop... 11 slaves; Road... 160 slaves; Bridges...5 slaves; Trains... 18 slaves; Engine House...3 slaves.

299 slaves employed (13 of which are mechanics,)... Day Book 1854-1857

- December 4 A. J. Black; J. E. Morgan; December 11 William Baniel (Henry); F. G. Morrison; December 15 P. H. Gilmer
- January 3 T. F. Goodwin; J. A. Stigler; H. A. Flood; Charly Seth; Caleb Williamson; Peter Copland; Ben Hunter; James H. Harris; Jepe A. Burton; Washington Hunter; Lawrence Anderson; Thomas Lovchson; S. White; M. G. Talisfere; William S. Minonfor; J. H. Thompson; Luc F. Johnson; James Franklin; Jacues A. Hawnen; R. C. Gary; Charles F. North; B. Barker; Murrell Thatton; Nelson Lowry; James M. Rucker; R. K. Watkins; J. J. Lavington; John W. Quarles; Thomas Dillard; E. J. Gillian; January 5 William Pettyjohn; Richard Ellis; Wilkins Watson; John Hughes; E. M. Poindexter; Mary M. George; Alex Tompkins; Richard Moncure; John Abbott; John F. Slaughter; William Ellis; Jacues Benagh; M. M. Richardson; S. L. Moorman; T. L. Jennings; J. Wilson; Jacues L. Campbell; Susan Campbell; January 6 R. C. Campbell; Nancy Campbell; William Campbell; S. Lawnen; Granville Lane; Thomas L. Saunders; Nowlin Appelson; C. W. Garnett; T. R. Muse; B. P. Walker; Hector Harris; Isaac Drewy; S. H. Early; John M. Oley; T. M. Harwick; B. B. Taliaferro; A. C. Harrison; A. Woodson; John T. Davis; P. H. Burras; January 9 Thomas Blackford; John Hughes; R. Tinsley; Peter Copland; Henry Christian; A. J. Black; G. A. Saunders; Mark Anthony; W. C. Jones; E. J. Anderson; Richard Crawford; C. H. Lynch; January 10 Andrew Hotty; Henry Slaggle; W. B. Preston; C. F. Harris; B. Fitzer; J. S. Goggin; A. L. Stiff; January 12 Robert C. Mitchell; D. R. Edley; R. H. Coleman; Robert Coghill; Jacues Elliott; D. Stratton; February 6 E. Burkley; February 9 Mrs. F. Browning; C. C. Broadders; Tanner Asher; S. C. Anderson; N. L. Buttail; W. R. Gordan; February 14 A. Tompkins; W. J. Green; J. B. Coats; Mrs. S. T. Hackett; W. H. Fitzhugh; J. T. White; G. A. Wingfield; Mrs. Elizabeth Dennis; March 21 William Owenson; William J. Anderson; Jen Gyle; March 27 M. Daniel Hart; John L. Bamett; M. Daniel; Peter Phelpy; J. C. Kasey; H. Harmingly; B. H. Stanley; Robert Latimer; Rob C. Mitchell; E. S. Hunter; J. H. Hoge; Alfred Williamson; Sam Peter; Noble Jordan; Daniel A. Langhorne; George W. Anderson; James M. Robinson; April 2 Abner Early; T. E. Reynolds; Peter Spencer; Mary L, Taliaferro; T. E. Reynolds; Lacey Terry; Anderson Duke; R. Sayers; B. A. Langhorne; G. W. Anderson; April 10 Frances T. Fithugh; John M. Otey; E. A. Craddock; John A. Sowers; J. M. Deel; J. M. Robinson; W. A. Irwin; T. N. Cobbs; April 12 J. Peyton; Theodore Moren; J. J. Meadow; T. M. Jones; T. L. Wade; J. L. Prichard; April 18 M. Daniel Hurst; J. H. Buford; July 9 J. Driscall; J. B. Stone; J. W. Jones; Ann E. Dangerfield; July 14 J. M. Robinson; J. W. Kinney; Samuel Nowlin; J. A. Elliott; Hurt Preston; W. H. Burks; July 18 A. B. White; H. D. Flood; W. Owens; Sam Maurry; A. Tompkins; Dan H. Hog; B. P. Walker; July 19 J. C. Walton; W. W. Leftwich; R. H. Staton; C. S. Flicker; H. H. Lewis; J. B. Shackelford; Richard Dennis (Elizabeth); J. W. Keith; John P. Hughes; July 21 Chriswell Dabney; W. S. Morris; R. K. Cradle; T. Dillard; V. MGinnis; Joseph Lancaster; Charles M. Garnett; J. A. Cowardin; G. M. Saunders; July 25 T. J. Kirkpatrick; Richard Crawford; J. Franklin; E. N. Eubank; July 27 Wyatt Abbitt; August 1 H. C. Pierce; August 6 Daniel Stratton; Henry Harmiling; G. Siggon; Henry Gillian; August 9 Peter Spence; W. K. Bill; E. J. Gillian; Peter Sullenburger; August 16 Nelson Lowry; September 6 D. G. Kean; F. M. Cabbell; September 10 Edwin Tatod (Jeff); S. Dunnington (Jeff); September 11 Hugh Brown; B. B. Dickinson; September 14

V.E.2. (12 of 37)

Noble Jordan; J. Boud; September 31 S. Poindexter; M. L. Harris; October 6 John P. Hughes; C. B. Christian; A. B. McDonald; T. J. Burke; B. F. Stone; J. Milon; Hector Harris; October 8 H. H. Lewis; Ben Hunter Gard; R. J. Gillian; October 11 B. P. Walker; R. K. Watkins; T. C. Jerning; W. H. Hall; R. C. Prince; October 15 P. Winter; E. N. Eubank; T. K. Jones; J. J. Meaddom; November 1 Lucy Fitzhugh; R. Caiborne; November 21 Charles Miller; Mrs. E. M. Poindexter; November 13 John Dacey; Charles Byrnes; Rich Dennis; December 4 J. V. Knight (Alfred, William); R. Christian (Steven); W. H. Mountcastle; V. M. Ginn; John H. Smith (Randal, Ballard); December 19 G. Fitzhugh (Richard); C. F. Garnett; December 31 F.

Morrison; R. S. Ellis; F. M. Barker; J. Crouch; Hugh Brown

- January 1 George D. Davis; Ben Williams; H. V. Thompson; January 2 Thomas F. Goodman; T. K. Jones; T. Dillard; N. B. Magruder; W. S. Minor; January 3 T. L. Walker; J. M. Coble; Hector Harrisin; January 4 T. W. Saunders; J. R. Holcombe; J. D. Taylor; R. K. Watkins; W. Gish; January 7 Dade Hood; January 12 L. F. Johnson; January 18 L. B. Jacobs; January 31 E. J. Gillian; February 1 Mrs. J. M. Boyd; F. G. Morrison; W. Daniel; J. A. Burton; February 6 Ben Hunter; J. S. Payne; M. L. Harris; February 8 W. Kent; Lucy Tate; J. W. Stewart; February 9 Charles B. Christian; February 12 T. Jones; R. Crawford; W. W. Broaddus; February 15 W. Stitzer; F. Fitzgerald; M. Humbly; E. M. Hoffman; Isaac Hunter; W. H. Yenglin; F. K. Nelson; C. J. Meriweather; C. Floyd; R. K. Watkins; February 16 Daniel H. Stone; H. F. Sale; February 22 Francis E. Hall; J. Abraham; February 23 C. M. Merridith; C. T. Wills; February 25 Caleb Williamson; February 28 Hector Harris; J. J. Meadow; March 3 E. D. Frazier; Henry Wade; F. M. Barker; N. C. Gary; March 17 Nelson Lowry; W. J. Green; Paul Hull; R. Peyton; March 22 J. S. Payne; Ann M. Ellis; March 24 J.
Buford; Maria Board; March 28 Mary Whitehall; T. S. Bocock; W. G. Jackson; April 1 A. A. White; J. J. Mays; April 14 John T. Davis; April 19 Mark Anthony; A. W. Saunders; April 28 J. C. Burchfield; April 28 R. K. Watkins; May 10 Josiah B. Sancaster; Richard Dennis; May 13 J. H. Wilson; W. T. Anderson; May 16 R. Crockhill; May 17 Henry Brown; W. G. Jackson; Marshall S. Harris; T. C. Jerming; May 20 John T. Everett; Alexander Kinnier; May 21 Randolph Payton; May 22 Archibald Wade; Dan Stratton; May 26 W. S. Hunter; C. A. Miller; May 30 Sam McDaniel; June 4 S. Brown; June 13 W. B. Preston; A. B. Nichols; June 14 H. H. Lewis; June 18 Melvin Talbott; George Earhart; June 20 R. M. Waddill; June 27 Ben Hunter; G. D. Davis; July 3 John T. Davis; D. C. Clay; July 5 Charles A. Floyd; July 7 Charles S. Scott; July 10 Alfred A. White; July 11 Seth Woodroof (Peter); July 22 G. Whitcock; July 26 J. Downing; August 9 Gilmer Walker: August 16 A. S. Whaling; August 26 Charles J. Harris; J. Cole; R. C. Gary; September 1 T. J. Kirkpatrick; October 1 J. B. Shackelford; October 4 T. S. Wright; October 7 Aubrose M. Donald; October 11 Mary Whitehead; December 6 Randolph Peyton; December 25 G. Calahan; December 26 D. Untermyer; Pat Callan;
- January 2 Archibald Bowling; January 5 Sarah Wiatt; Marshall Harrison; January 8 Gilmer Walker; January 13 A. Wade; January 24 A. Boiling; February 7 M. Curie; February 25 E. H. Gill; March 2 B. Lee; J. B. Radford; March 30 Stopswood Brown

Ledger, 1855-1857

No names of owners or slaves: January 24; October 6, 8,10, 12,13, 16-19,26; November 3, 6,12,13, 14,16; December 4, 5, 7, 10,14, 15, 18, 19,22,26,31, 1855; January 2-4, 9,10, 14, 17, 18, 24, 28, 31; February 1, 2, 4, 6, 8, 9, 12, 14, 16, 19, 20-23, 25, 27, 28; March 3-6, 8,13,15, 19, 21, 24, 25,29, 31; April 1,12,14,16,19, 28; May 12-17,19,20-22,24,26-28, 31; June 2,4, 5, 11-14,16, 19-21,23, 30; July 1-5, 7-11,14-16,19,21-24, 26,28-31; August

V.E.2.(13of37)

1, 5, 6, 11, 12,14, 16,20,26; September 1,4, 5, 8,17, 30; October 2, 3, 4, 6-8,10, 13, 14-18, 21-24, 30; November 3,4, 7, 21,28, 29; December 11,12,16, 23,25, 26,29,30, 31, 1856; January 2, 3, 5-10, 12, 13-17, 19, 22-24, 26, 28, 30, 1857; February 3, 5, 6, 9, 11, 12, 13, 27; March 5, 20, 25, 31, 1857.

Annual Report, October 29 - 30,1856

Accidents Resulting in the Loss of Life or Limb:

Involving slaves: 1856, February 5 and April 23. No names of owners or slaves.

Force Employed: At the Depots...66 slaves; Machine Shop...4 slaves; Carpenter Shop... 10 slaves; Smith Shop... 11 slaves; Road...240 slaves; Bridges...5 slaves; Trains... 15 slaves; Engine House...4 slaves

360 slaves employed (16 of which are mechanics,)... Annual Report, September 16-17,1857

No names of slaves.

Force Employed: At the Depots...67 slaves; Machine Shop...5 slaves; Carpenter Shop... 13 slaves; Smith Shop... 13 slaves

435 slaves employed - including 30 mechanics...

22 Negro Houses recorded along the road to house hands

Liabilities: Due for three quarters Negro hires for 1857...$49,172.26

Journal, July 1, 1857- March 31,1859

July, 1857 - May 1859: John R. Hughes to Francs J. Morrison for negro hire.

No names of other owners or slaves.

Journal, July 1, 1857 - May 20, 1859

1857 - July 1 John A. Hughes; December 24 F. B. Deane

Other references made: July 3; July 8; August 12; August 20; August 31; September 18; September 30; October 1; October 28; October 31; November 30; December 24; December 31

1858- January 9 Alexander M. Gray (Jordan); January 14 Walter C. Deyerle; January 15 Parker Smith; Henry D. Flood

Other references made: January 9; January 14; January 21; February 1; February 27; March 12; March 31; April 1; April 7; April 30; May 31; June 30; July 31; August 31; September 30; October 1; October 6; October 9; October 18; October 30; November 12; November 30; December 27; December 31

1859 - January 13 I. E. Harrison; January 13 Charles A Floyd (Allen); May 20 B. F. Coleman

No names of owners or slaves: January 3; January 7; January 26; January 28; February 28; May 20; May 23; June 30

V.E.2. (14 of 37)

Ledger, 1857-1860

Owners: R. W. Jones; R. C. Strother; C. S. Pepper; W. M. Dinwiddie; Clement Page; Robert Eurley MD; William Owenston; W. M. Sorry MD; Withers G. Martin; John P. Hughes; J. R. Phillips MD; J. Ganett MD; R. Crockett; James; Gilmer Walker; Hugh M. Ewing; William Dennis; R. E. Jetson MD; Robert Crockett and Son; James I^arnmer MD; Samuel M. Conkey MD; J. J. Loving MD; Campbell White MD; Preston Pitt MD; John H. Griffon MD; E. F. Shettman MD; I. H. Nowlin MD; Phillips Pepper MD; J. L. White MD.

No names of owners or slaves: May 30. June 30, July 2 , July 6, July 11, July 29, July 31, August 31, September 30, October 5, October 8, October 12, October 20, October 31, November 11, November30, December 19,1857; January 2, January 4-9, January 13-15, January 18, January 21, January 22, January 26, January 27, February 2, February 3, February 9-11, February 24-26, March 4, March 15, March 20, March 22, April 3, April 5, April 14, April 23, April 28, June 9, July 3, October 4, October 4, October 5, October 9, November 9, November 23, December 15, 1858; January 5-7, January 24-26, January 29, February 1, February 2, February 4, February 7, February 17, February 18, March 28, April 20, May 12, July 30, August 11, October 29, December 31,1859; January 31,1860.

Day Book 1857-1860

1857 - April 1 W.W. Leftwich; Randolph Peton; Saml. Nolan; Mrs. James Garland; John P. Hugley; John W. Calahan; Charles M. Blackford; A. Tompkins for D. H. Hoge; Robert Crockett; April 2 H.H. Lumis Agt for Estate of F. R. Shackleford; E.J. Gilliam; James A. Haumer for Daniel Stratton; E.R. Page; Garland & Slaughter for CA. Floyd; James A. Stiegler; April 4 Tho. W. Leftwish; Richard Curie [freeman]; J.R. McDaniel; Wm. Neighbours for Martha Tuggle; F. G. Morrison for S. White; Marshall S. Harris; Wm Owens & Son for John H. Moorman; April 7 Wm A. Millen for E. Wortham & Co. assignee of Samuel Schoolers; Langhorne & Holcombe; Mrs DE. Dangerfield; John M. Speed; Mariah Wright; E. N. Eubank; Thomas H. Burnesfirst; N. C. Manson; Samuel H. Early; John Goode; Edgar Whitehead; Thos. G. Hill; Thomas E. Jennings; P.H. Ryan for Wm Daniel; Charles W. Christian for C.F.M Garnett; April 9 James Shearer; Clifton V. Webb; Joseph H. Wilson; H. Whyte for B.B. Jackson; John M. Otey for Charles S. Scott; John M. Otey for William Waller; Samuel P. Poindexter; April 11 Peter Spence & Co. for Lucy Fitzhugh; April 13 Thos. Flood for T.S. Bocock; Samuel Crockett; April 15 A. Tompkins for F. Allison Sr.; Mrs P.J. Thompson for H.V. Thompson; John M. Otey for F.H. Conway; James Elliott; H. B. Sumpter for Miss S. W. Percival; J. Franklin for A. R. White; James Franklin; April 18 Thos. G. Hill; T.T. Moorman for Judith Moorman; William S. Morris; Frank Gaium; Wm P. Noal; Mary D. Buchanan; April 21 Charles H. Ruckin assignee of Francis E. Hall; A. Tompkins for R. H. Maurry & Co. assignees of John C. Downing; A. Tompkins & Co. for Philip Samuel; April 25 Alfred A. White; John W. Lowry agt for T.E.R. M.E. Lowry; May 1 Mark Andrews; Mark Andrews for John W. Andrews; T. C. Ivey for E. O. Daniel; May 9 A. Tompkins for Geo. W. Coleman; John M. Otey for Walker Washington; M. Davis for T. K. Jones; May 13 Thomas Kelso for Hugh Brown; A. Tompkins for Wm N. Jordan; May 16 F. G. Morrison for George B. Washington; T. I. Brown; Benjn. Wilkes for Francis Christian; May 22 Alexander Mc Daniel; W. R. Preston; Wm Musit; May 28 W. A. Leftwich; June 1 H. Dannington for Mrs Lucy Tate; June 9 F. G. Morrison for R. C. Combs; F. G. Morrison for J. H. Dickinson; June 16 R. C. Mitchell for F. R. Stone; John A. Somers for James Campbell [free]; June 30 J. W. Andrews; W. W. Hanson; July 1 John P. Huglin; S. White Trustee; Langhorn & Holcombe for Mrs. Ann E. Dangerfield; Farmers Bank VA for F. W. Coleman;

V.E.2. (15 of 37)

M. D. Buchannan; Mary W. Buchannan; Saml Nowlin; Mrs James Garland; Alexr McDaniel; R. G. h. Kane for C. M. Blackford; July 2 Richd Crawford; Eliza B. Christian; Richard Curie [free]; James M. Cobb for W. H. Lee; James M. Cobb for Ben Hunter; Jos. H. Wilson; Garland & Slaughter for Charles A. Floyd; N. C. Manson for R. E. Manson Truestee for J. Merriwither assignee of Saml H. Early; Jos H. Philps assignee of J. W. Callahan; July 3 Charles W. Christian agt for C. F. M Garnett; Jn M. Otey for C. S. Scott; Jn M. Otey for Withers Waller; Jn M. Otey for F. H. Conway; Jn M. Otey for T. K. Jones; Jn M. Otey for J.G. Wallace; Thos S. Richardson for Tho. J. Brown; July 6 Samuel Crockett; Phil Samuel; Samuel S. Schooler; John T. davis; M. S. Harris; Richd Perkins; F. G. Morrision for E. S. Motley; Alfred A. White; Tho. C. Walsh for R. McDaniel; July 7 W. O. Owen; Tho. W. Leftwich; Henry White for Ben B. Jackson; W. W. Leftwich; C. F. Harris; A. R. Nichol assignee of John Goode; P. J. Thompson for H. V. Thompson; July 8 James Franklin; James Franklin for A. R. White; T. C. Jennings; John W. Lowry for P. E. & M. E. Lowry; T. W. Sanders for J. B. Sanders; H. H. Lewis agt for H. R. Shackleford; T. H. Ivey agt for E. O. Dance; July 11 H. B. Sumpter for S. W. Sumpter; July 13 James A. Hacuner for "an ill Stratton"; James A. Hacuner for Jesse Thornhill; James A. Hacuner; James A. Hacuner for R. C. Gary; C. M. Wade for Archibald Wade; L. A. Horton; W. R. Neighbour for Martha Tuggle; J. H. Moorman; July 15 R. C. Mitchell for F. B. Stone; Judith Moorman; Hector Harris; July 17 R. C. Hackett; July 24 Henry D. Flood; Henry D. Flood for F. S. Bocock; Geo. W. Dawson for R. A. Coghill; F. G. Morrison for Walker Washington; July 27 F. G. Morrison for P.H. Burress assignee of John Smelser; Randolph Peyton; Wm T. Booker for Garnett H. Leo; August 1 Saml Pryor; John W. Jones; Mark Andrews; August 4 Saml T. Poindexter; John W. Sale; August 8 L.P. Preston for James A. Stiegler; August 10 John W. Sheed for Mrs. Inarnia Wright; Washington Hunter; August 15 Jos H. Stone; J. Morton Shue for Maria L. Leftwich; August 17 Joseph M. Shue for Jn O. Leftwich dec'd; P. H. Ryan for Wm Daniel; Archibald Boiling; August 22 B.W. Jones for Abram L. Stiff; Wm A. Hardy; September 7 Waters Shined & Co for P. Moncure; September 14 Bowling Clark; September 16 Winston W. Faukesley for Caleb Williamson; September 19 Christopher Moore assignee of Judith B. Cardwell admis. Of the Estate of J. E. A. Cardwell dec'd; September 21 F. G. Coleman (Ben); October 3 S. White Trustee; C. R. Slaughter atty for Charles A. Floyd; H. Whyte for Ben B. Jackson; Withers Waller; Jos. H. Philps assignee of J. W. Callahan; C. S. Scott; H. Conway; H. D. Flood; H. D. Flood for Thos S. Bocock; Saml Crockett; Wm R. Mosby for C. S. Mosby (Merchant); October 5 James A, Hamner; James A. Hamner for R.C. Gary; James A. Hamner for Jesse Thornhill; James A. Hamner for Daniel Stratton; Joly & Saunders for Thos W. Leftwich; Geo. McRucker assignee of John P. Hogley; James Franklin for A. B. white; R. E. Manson trustee assignee S. H. Early; T. H. Ivey for E,. O Dance; James Franklin; John R. McDaniel; F. G. Morrison atty for E. S. Mottey; October 6 Wm Neighbour for Mrs. Martha Tuggle; J. W. Anderson; P. J. Thompson for H. V. Thompson; Phill Samuel; A.R. Nichol assignee of John Goode; Tho. T. Moorman for Judith Moorman; Langhorne & Holcombe for Mrs. Ann E. Dangerfield; J. H. Moorman; October 8 S.C. Hunt for Mrs. Frances Christian; Richard Curie [free]; W. H. Taylor for Wm H. Hall assignee of Wm A. Leftwich; Jos H. Wilson; Nelson Lowry assignee of A. M. Lowry; October 12 James M. Cobbs for J. W. Jones; October 15 James A. Stiegler; J. M. Reese for Hugh Brown; F. G. Morrison for W. W. Hanson; Wm L. Bell admr of the estate of John O. Leftwich; October 17 F. W. Coleman; October 20 F. Bank for Mary D. Buchannan; Mary W. Buchannan; James A. Duffan; F. W. Coleman; Beverly Crump; C. D. Reynolds assignee of Wm Gishassignee of Wm B. Preston; Mark Andrews; Joby & Saunders for Wm Muse; October 21; Alexr McDaniel; James Elliott; Wm A. Miller for Saml Schooler; October 24 A. Tompkins for Michael Wallace; H. B. Sumpter for Alfred A. White; Saml Pryor; October 28 J. Morton

V.E.2.(16of37)

Spruce for his wife formerly Maria L. Leftwich; Thos J. Brown; R. G. Bell for S. S. Thomas; A. Tompkins [for] R. H. Maury; P. H. Gilmen; November 2 John W. Lowry agt for T. E. & M. E. Lowry; R. C. Mitchell and R. C. Combs; F. B. Stones; November 7 Saml T. Poindexter; John C. Marrell for B. Cox; Walker Washington; Gustave A. Saunders; November 17 Chas W. Price for H. L. Stiff; November 19 Wm H. Hall assignee of Sarah Wright; November 23 Caleb Williams; November 27 P.H. Ryan for McDaniel; G. A. Wingfield for E. B. Christian; December 1 Mrs. P. J. Thompson for H. V. Thompson; Peter Spence & Co for Lucy Fitzhugh; W. O. Owens; December 10 Daniel Stratton; December 19 Thos P. Mitchell; December 28 F. G. Morrison

1858 - January 2 F. R. Deanne for Elizabeth Fraizer; James A. Hamner; Jesse Conch for Doris Conch; Tho. C. Walch for John R. McDaniel; L. C. Mosley forC. L. Mosby; Saml. H. Quaren for Mary J. G. Watkin; Washington Hunter; Wm Hagden for A. Ogden; John T. Murrell for Garland and Slaughter in full of C. A. Floyd; E. S. Hutter; Peters Spence & Co for P. Moncure; Peters Spence & Co for Lucy Fitzhugh; H.J. Garrett; H. D. Flood for T.S. Bocock; January 4 James Franklin; Wm H. Leo admr; J. P. Whaling for J, W. Neal; M. R. Bohannan for Alexr Wade; H.D. Flood; James Benogh for Mrs. M. Richardson; R. K. Watkins for C. F. Harris; James Garland; Chisince Dabney; James H. Philps for J. W. Callahan; Leo Johnson & Co. for D.C. Dunn; Thos M. McKinney; Wm T. Booker for Garnet Lee; E. S. Halsey for Seth Halsey; Franklin & Bro for A. B. White; Jos. H. Wilson; T. J. Brown; Phillip Samuels; J. R. Holcombe & Co for Ann E. Dangerfield; W. H. Hall assignee of Sarah Wright & Wm A. Leftwich; H. H. Lewis agt for the estate of F. B. Shackleford; Marrell & Stratton for Alexr McDaniel; Marrell & Stratton for James A. Marshall; T. C. Jenning; W. O. Owen; McConkle & Co for Floyd Rocke; January 5 W.W. leftwich; William Neighbours for Martha Tuggle; M. S. Harris; A. B. Nichols; W. V. Jordan for Richard Dearing; Wm L. Bell admr of Jn O. Leftwich dec'd; Richard Curie [free]; James F. Paine for Fleming Saunders; J. T. Davis; James Elliott; C. M. Blackford; C. Blackford Trustee for M. M. Leftwich; January 6 A. B. Rucker for T. G. Hill; James W. Stewart; Spotswood Jones; L.A. Horton; W. G. Morrison; James A. Stiegler; F. H. Conway; Paul Hull; Withers Waller; Charles S. Scott; N.C. Manson for J. H. early; F. G. Morrison for P. H. Gilmus; January 7 Judith Moorman; F. G. Morrison for E. S. Motley; Wm Q. Spinedteller; F. G. Morrison for Geo. B. Washington; Jn. M. Otey for James Montith; T.T. Saunders; Alfred W. Anderson for Archibald Wade Sr.; Hector Harris; January 8 Richd Crawford; John H. Moorman; John A. Harris for Dabney & Co MD assignees of R. C. Hackett: John Irby; January 13 James L. Campbell; Hugh Brown; John M. Preston for James Saunders; Saml Ferguson for Eliza B. Christian; January 14 R. D. Moor assignee of John P. Hughes; H. Whyte for B. B. Jackson; Beverly Crump; R. D. Moore; P. j. Thompson for H. V. Thompson; Tho. W. Saunders for James B. Saunders; J. J. Williamson for Caleb Williamson; G. A. Saunders; Saml Crockett; Thos H. Bumes; Irby & Saunders for Sawney Price; C. E. Jones for A. L. Stiff; James Shearer; January 16 Saml Nowlin; C. V. Winfree for E. O. Dance; Saml Pryor; January 18 J. H. Thompson assignee of J. W. Sale; J. W. Jones; Wm H. Moorman; Jhn W. Jones; A. Tompkins for Mary D. Buchannan; A. Tompkins for E. A Craddock; A. Tompkins for W. W. Hanson; A. Tompkins for Michael Wallace; A. Tompkins for Michael Wallace;A. Tompkins for M. W. Buchannan; A. Tompkins for James Duffin; A. Tompkins for B. B. Wright; A. Tompkins for Jn Smith; January 21 A. Tompkins forF. W. Coleman; A. Tompkins for N. S. Battaile; A. Tompkins for John Collins; A. Tompkins for Margaret B. Crump; A. Tompkins for B, F. Coleman; A. Tompkins for Johnson Fitzhugh; Boiling Clark; Charles W. Christian agt for C. F. M. Garnett; J. m. Spence for M.L. Leftwich; Simpson & Brothers for Matilda Thareton; Jos Wilson for Winston Radford trustee for Elizabeth Wilson; Jn M. Otey for

V.E.2.(17of37)

J. H. Wilkinson; Jn M. Otey for W.W. Forbes; January 22 Saml T. Poindexter; Jn M. Otey for Wm Jordan; F. K. Nelson; January 25 Richard Perkins; E. R. Page; A. Tompkins for Geo. W. Burke; January 26 John W. Lowry agt; Jn M. Otey for Sarah Sweatman; January 27 F. B. Stone; C. T. Wills; January 29 C. W. Hardy for Wm A. Hardy; P. H. Ryan for Wm Daniel; James C. Hazter; February 3 John H. Moore; Younger & Smith for R. Sedgwick assignee of O.P. Read; Jn M. Otey for J. G. Wallace agt; Wm B. Preston; February 20 Ben Wilkes; February 24 Mark Andrews; Wm A. Millen for Saml Schooler; February 25 Dinwiddie Committee; B. C. Combs; March 1 Wm T. Anderson for Alfred A. White; March 15 A Tompkins for A. G. Broadders; Spotwood Brown Gardn; March 18 C. J. Harris; March 20 L. F. Johnson; March 27 David R. Edley; Thos F. Pollard for Archibald Wade; F. G. Morrison for S. White Trustee; April 1

1859 - January 3 Sara Crockett; Pelinn Skinner for H. H. Wallace; for Peter Spencer and for J. W. Kay; R. Holcometree for James Riaz; J. R. Holcomtree for Ann E. Dangerfield; J. H. Wilson; B.L. Whitenbier; Preston L. W.; E.D. Fraylon; Dr. for W. Owens; January 4 Hugh Chandler; Kinni Sanders for Agnes; Thos. W. Sanders; D.V. Woodroffs; Alison Wade; James S.; W.G.M.; C. Dobney; A.F. Wilson; Washington Hunter; L.T. Hopkinson; N.V. Thompson; J. McGinnis; Richard M. Wells; J.H. Griffinson; St. Griffin for Charles A. H.; Mr. Gillian; M.L. Harris; W. Anderson; Wilbert L. Martin; G.S. Pepper; January 5 Richard Perkins; A.J. Cawfford; Mr. S. Morris; J. M. Lucker; G.G. Waile for Thos. W. Leftwick; J.W. Gallahan; Richard Draring; John M. ShuDin; John M. O'ley; James Monlush; A.H. Lucken; R.R. Junstaw; R.J. Crockett; G.R. Wallace; James L. Hammand; Jonny Montuth for Sarah Swuatman; Ms. M. Spied for Mrs. Maria Wright; January 6 CC. Wade for J.A. Burton; J.H. Wilmer; R.H. Wilmer; J.H. Brown; Tho. S. Walker; Geo. W. Valentine for Tho. J. Brown; M. Daniel; Charles L. Masby; John T. Davis; James A. Hammond for Charles P. North; Mr. Owens; January 7 J.N. Jorden; John J. Goodwin; W.M. Flanton; M. Wallace; Mary D. Buchannan; A.G. Rroaddey; John Owens; M.R. Crunch; Paul Haw; J.R. Phillips; H.M. Erving; B.R. Wright; John Owens; M. A. Wright; January 8 Alex M. Gray; John A. Hughes; A. McDaniel; January 10 Mr. St. Wright; January 24 Charles W. Christian; Rich Crawford; John Smilfan; Hector Harris; J.D. Pieree; W. J. Green; W. J. Moor; E.O. Daniee; W. Lefton; W. Wallace; James Suanders; R. O. Dob; G.H. Gilmore; M.M. Leftwich; J.C. Jerinings; Sarah Wright; Henry Dunnington; T.T. Sunders; D. Crouch; J.C. Moncuro; J.H. Smith; Geo. Callahan; W.H. Moorman; E.M. Poindexter; Davis D. Poindexter; Charles E. Auqua; James W. Stewart; John S. Caldanice; J.C. Hyter; P. Saunders; J.C. Hammeth; John H. Smith; J.H. Nomiin; Caleb Williamson; C. Christian Arlington; Mr. Owens; James L. Crawford; John H. Griffin; J.H. Nomiin; January 26 Peter Spence for N.S. Rautails; January 29 John R. McDaniel; Peter W. Hairston trustee for E.S. Stuart; CT. Wells; Tho. J. Jarratt; Ro. A. Coghice; Charles W. Christian; January 31 Mr. Owens; Daniel Stratton; Agnes L. Ingles; February 3 W. Kent; R & J Crockett; February 4 J.C. Burchfield; James L. Morgan; Wm. Plunkett; R. & J. Crockett; February 7 Seth Halsey; Thos. A. Harris; February 15 F.G.M. Tho. McKinny; Ro. C. Mitchell for F.K. Nelson; J.S. Plain for Levi C. Dowdy; February 17 John L. Saunders for S. F. Johnson; Wm. Owens; A. Tompkin for J. H. Dejarnett; William Owens; Wm. Hobson; February 23 Parker Smith; February 25 G. A. Saunders; February 28 Ro. Earlys; Wm. Owen; E.J. Sheltuian;

No names of owners or slaves: 1857 - April 2, 4,13, 30; May 30; June 30; July 30; August 29; October 5; October 31, November 27; December 19, 28, 31. 1858 - January 2,4, 5,6, 7, 8,14,16,18, 21, 22, 25, 27, 30; February 3, 24,25, 27; March 1, 5, 15,20, 31; 1859-January 6,1, 24,

V.E.2. (18 of 37)

Ledger, 1857-1860

1857- April 1 W. W. Leftwich; Randolph Payton; Sam. Nowlin; Mrs. J. Garland; John P. Hughes; John W. Calohan; Charles M. Blackford; A. Tompkins; April 2 Dr. F. Robert Crockett; H. H. Lewis; E. J. Gillian; J. A. Hawner; E. R. Payne; Garland Slaughter; J. A. Stigler; April 4 T. W. Leftwich; Richard Curie; W. Nughborun; John J. Flonnoy; F. G. Morrison; Marshall S. Harris; Dr. F. Cash; W. Owens; April 7 W. A. Miller; Sam Schooler; John M. Speed; E. N. Eubank; N. Manson; John Goode; Edgar Hetchard; Thomas Jennings; P. H. Ryan; Charles W. Christian; April 9 J. Shearer; Clifton V. Webb; W. R. Bohannan; J. H. Wilson; H. Whyte; John M. Otey; Samuel T. Poindexter; April 11 Peter Spence; April 13 H. D. Flood; Samuel Crockett; D. J. Saundries; I. F. Loving; Robert Early; W. Owen; April 15 A. Tompkins; P. J. Thompson; J. Elliott; J. Franklin; April 18 T. G. Heill; T. T. Moorman; William S. Morris; Frank Gains; W. P. Noel; Mary D. Buchannan; April 21 Charles H. Rucker; April 25 Alfred White; John W. Lowry; May 1 Mark Andrews; E. O. Dance; May 9 M. Davis; May 13 T. Kelso; R. C. Saunders; May 16 T. G. Morrison; T. J. Brown; B. Wilker; May 22 Alexander McDaniel; W. B. Preston; June 1 H. Dennington; June 16 R. C. Mitchell; John A. Somers; June 30 J. W. Andrews; W. W. Hanson; Robert Crockett; July 1 John P. Hughes; S. White; Langhorn Holcombe; F. Bank; Mrs. James Garland; July 2 Rich Crawford; Eliza B. Christian; Richard Curie; James M. Cobb; J. H. Wilson; Garland Slaughter; M. Manson; J. H. Philapine; July 3 Charles W. Christian; T. S. Richardson; July 6 Phil Samuels; Sam S. Schooler; John J. Davis; M. S. Harris; Rich Perkins; J. G. Morrison; Alfred A. White; T. C. Walch; July 7 Henry White; C. F. Harris; A. B. Nichol; N. C. Taliaferro; July 8 J. Franklin; J. C. Jeaning; John W. Lowry; T. W. Saunders; H. H. Lewis; July 11 H. B. Slaughter; July 13 J. H. Hammer; C. M. Wade; L. A. Horton; W. R. Neightor; J. H. Moorman; July 15 Judith Moorman; Hector Harris; July 17 R. C. Hackett; July 24 Henry D. Flood; G. W. Dawson; July 27 Randolph Payton; July 301. F. Loving; August 1 Sam Pryor; John W. Jones; Mark Andrews; Sam Poindexter; John W. Sale; August 8 L. Preston; August 10 John M. Spud; Washington Hunter; August 15 J. H. Stone; J. Morton; August 17 Joseph M. Shucford; Archibald Boiling; August 22 B. W. Jones; W. A. Hardy; Peter Spine; September 14 Bowling Clark; September 16 Winston W. Faukerey; September 19 Christopher Moore; September 24 F. G. Coleman; October 3 S. White; H. Whyte; C. S. Scott; F. H. Conway; W. R. Mosby; October 5 J. A. Hawner; Daniel Stratton; G. M. Rucker; R. E. Manson; October 6 Mrs. P. J. Thompson; Phil Samuel; A. B. Nichol; October 8 S. C. Hunt; W. H. Taylor; Nelson Lowry; October 12 J. M. Cobbs; October 15 J. M. Reese; W. L. Bellamore; Beverly Crump; C. D. Reynolds; October 21 A. McDaniel; J. Elliott; W. A. Miller; October 28 I. Morton; J. C. Brown; R. G. Ball; P. H. Gilmer; November 2 R. C. Whitehall; November 17 C. M. Price; November 19 Sarah Wright; November 23 Caleb Williamson; November 27 P. H. Ryan; G. A. Wingfield; December 19 S. Pepper

No names of owners or slaves: April 9; April 15; April 18; April 21; April 25; April 30; May 1; May 9; May 13; May 28; May 30; June 1; June 9; June 30; July 1; July 2; July 3; July 6; July 7; July 8; July 13; July 15; July 24; July 27; July 30; August 1; August 29; October 3; October 5; October 6; October 8; October 15; October 17; October 20; October 24; October 28; October 31; November 2; November 7; November 27; December 1; December 10; December 19; December 28

1858 - January 2 F. B. Deanne; T. C. Walch; Sean H. Tuarler; L. Page; W. Hogden; John I. Murru; E. S. Hutter; Peter Spence; James M. Cobb; January 4 T. McKinney; E. S. Halsey; I. R. Phillips; Franklin Booker; R. C. Strother; Mursell Stratton; January 5 Wither Martin; J. T. Davis; January 6 J. W. Stewart; H. I. Garrett; L. A. Horton; Charles S. Sett; January 7

V.E.2. (19 of 37)

Judith Vicoorman; January 13 Hugh Brown; John M. Preston; Sam H. Ferguson; January 14 R. D. Moore; J. J. Williamson; T. H. Burnes; January 16 C. V. Winfred; Silas P. Vaughter; January 25 Richard Perkins; January 29 C. W. Hardy; February 20 R. C. Hurt; March 15 Spotswood Brown; March 18 C. J. Harris; March 27 David R. Ealey; T. J. Pollard; April 1 T. K. Jones; G. A. Burton; S. C. Woodruff; John T. Davis; April 2 John H. Stone; Marshall L. Harris; April 16 G. R. Peake; April 27 George W. Witt; April 28 P. H. Barr; May 1 Hector Harris; June 15 James L. Morgan; July 8 Murrell Stratton; July 9 William Moon; August 5 W. Hobson; August 7 T. J. Walker; September 1 Francis Thornton; M. M. Ewing; September 17 R. H. Kane; October 1 T. K. Jones; October 4 W. M. Black; October 5 J. T. Davis; October 171. B. Anthony; October 30 M. W. Hutcherson; November 8 B. B. Wright; December 27 A. M. Smith; December 28 Abram Shelton;

No names of owners or slaves: January 2; January 4; January 5; January 6; January 7; January 8; January 14; January 16; January 18; January 21; January 22; January 25; January 26; January 29; January 30; February 3; February 24; February 25; February 27; March 1; March 5; March 15; March 18; March 20; March 27; March 31; April 1; April 2; April 7; April 10; April 16; April 19; April 23; April 30; May 1; May 17; May 31; June 3; June 9; June 30; July 1; July 3; July 8; July 9; July 15; July 19; July 22; July 24; July 27; July 30; July 31; August 2; August 5; August 7; August 16; August 19; August 21; August 28; August 31; September 1; September 6; September 22; September 25; September 30; October 1; October 4; October 5; October 6; October 8; October 17; October 21; October 22; October 26; October 30; November 8; November 27; November 30; December 1; December 8; December 15; December 18; December 23; December 27; December 28; December 31

1859 - March 22 G. P. Luck; R. W. Burton; March 28 A. Tompkins; W. Owen; J. J. Johnson; March 31 H. M. Ewing; J. F. Loving; W. F. Figgatt; Preston Pitts; April 1 F. G. Morrison; J. H. Wilson; W. M. Goodman; Sam Nowlin; Charles Christian; J. Franklin; I. C. Slaughter; John P. Hughes; D. C. Dunn; W. Daniel; A. A. Hudson; John R. McDaniel; J. N. Gordon; John J. Davis; April 3 Sam Crockett; J. A. Buchannan; W. A. Preston; T. A. Harris; R. J. Crockett; April 7 T. G. Hedgman; C. V. Newfru; J. A. Hammer; J. M. Rucker; R. Crawford; S. C. Woodroof; Dr. Cash; April 11 John H. Patterson; John H. Flood; John S. Map; J. A. Pierce; Phillip Samuels; W. Gibboney; J. W. Kay; R. Dennis; G. A. Raine; G. I. Cock; E. McGavock; W. G. Coleman; W. W. Mosby; R. Sawyer; J. S. Morgan; W. W. Hanson; April 15 J. Fitzhugh; W. W. Leftwich; John Smeller; Elijah Smeller; April 20 Richard Dennis; D. C. Dunn; W. Terry; T. Wood; Aprii 20 H. M. Sanders; J. M. Harris; April 22 Gary D. Buchannan; J. C. Haytem; W. Tucker; John Greg; R. Tinsley; April 26 B. Carnifit; R. Dop; April 28 S. Baker; Daniel Stratton; May 3 F. J. Bauard; W. A. Hardy; E. S. Hatter; A. McDaniel; May 6 R. C. Steptoe; W. C. Perrow; May 11 Washington Hunter; C. V. Webb; W. Waller; Hector Harris; R. R. Taliaferro; May 16 C. Smith; H. V. Thompson; May 19 A. B. White; L. Hocke; May 23 Joseph Leonard; May 24 R. A. Coghill; May 28 W. J. Campbell; Marion J. Victor; M. W. Lowry; Withers Martin; T. A. Harris; June 17 G. P. Luck; S. A. Patterson; June 20 Sam G. Staples; C. Page; June 22 A. P. Price; June 24 William J. Green; July 2 J. A. Pierce; Ann E. Dangerfield; William A. Gillian; John Gray; J. W. Kay; F. M. Barker; A. S. Stiff; Lu Rocke; Paul C. Cabell; July 5 A. A. Hudson; T. Wood; R. Sawyer; W. W. Hanson; July 8 T. J. Walker; John M. Speed; Robert Dennis; John Young; July 20 John H. Patterson; R. A. Hunter; July 25 J. Franklin; A. B. White; John B. Lie; July 26 D. A. Langhorne; J. M. Callahan; July 27 W. C. Cerrow; J. L. Morgan; July 28 T. H. Burnes; August 3 T. Trent; B. B. Wright; D. P. Jones; C. V. Webb; August 9 H. V. Thompson; August 12 Charles W. Christian; August 20 E. G. Hill; S. A. Patterson; August 26 L. Rocke;

V.E.2. (20 of 37)

S. J. Blanton; August 30 J. H. Griffin; September 2 F. S. Thomas; Rich Dennis; September 7 C. P. Seth; September 28 C. F. Harris; October 3 R. A. Hurt; R. Sayer; H. B. Homes; October 19 J. W. Utz; C. S. Jones; October 29 Richard Perkins; W. J. Green; Tom Wood; Frederick Roberts; Elijah Holley; John B. Lee; M. B. Preston; October 29 G. A. Saunders; November 30 Florentine Robinson; W. Terry; Marrion J. Victor; W. C. Coleman; December 31 John Earhart; W. C. Smith; Charles F. Garnett; Sally W. Price; A. Wade; S. Wright

No names of owners or slaves: April 1, April 3; April 11; April 15; April 22; April 26; April 28, May 3; May 11; June 20; June 30; July 2; July 5; July 8; July 20; July 25; July 26; July 27; July 28; July 30; August 3; August 9; August 12; August 26; August 30; September 6; September 7; September 22; September 30; October 3; October 19; October 29; November 30; December 31

1860 - January 20 Joseph Patterson; John M. White; Benjamin S. Carnifit; January 31 W. C. Park; F. J. Ballard; E. G. Hill; T. McKinney; E. H. Craddock; Frederick Roberts; John H. Smith; A. Pettyjohn; John H. Patterson; Charles H. Lynch; Richard Dealing; Alexander Wade; W. Wright; T. K. Nelson; Paul Hull; M. Watson; James Shearer; D. H. Griffin; W. J. Alexander; R. Early; H. J. Garrett; L. Bowyer; J. Fitzhugh; Stephen Perrow; Phil Samuels; Frederick Robertson; W. C. Parks; February 29 Hector Harris; Maria Wright; William Kent; James S. Irwine; March 31 Jacob Fowler; J. C. Hayter

No names of owners or slaves: January 20; January 31; February 29; March 31

Journal, August 5,1858 - March 31,1860

1858 - August 5 William Hobson; Walker Washington; J. R. H. Combe; Ann E. Dauger; R. C. Mitchen; Withers Walker; William Leftwich; W. J. Warren; A. J. Wilson; August 7 C. A. Floyd; Thomas S. Walker; James M. Spud; Maria Weight; August 19 R. H. Ryan; William Daniel; August 23 J. H. Buford; Bob Dennis; August 25 John H. Brown (Griffin); August 28 Thomas M, Stay; William Owen; September 1 Alex McDaniel; Francis Thornton; John J. Brown; R. J. Crockett; H. Ewing; September 10 J. Woodall; Jave B. June; Florence Robinson; September 21 R. G. H. Keana; Oneill W. Sutton; Cyrus Fisher (Henry); Noble Jordan; G. A. Saunders; September 23 Mary Morality (Thomas); September 27 William R. Mosby; Charles L. Mosby; September 30, 1858: J. G. Morrison; October 1 J. B. Diane; Mrs. E. D. Frayser; John R. McDaniel; Peter Spud; J. R. H. Combe; E. Dangerfield; L. K. Jones; October 4 Sara Nowlin; A. B. Rucker; William D. Tucker; C. J. M. Garnett; E. A. Dance; S. C. Woodrod; Rich Cramford; G. A. Burton; Timble Black; William J. Moon; M. S. Harris; Sara Crockett; Josh H. Wilson; Toby Saunders; Daniel Stratton; A. Tompkins; J. North (James); J. B. Wallace; B. B. Tunstall; October 5 James Saunders; A. Tompkins; Geo. Earnhart; John T. Sain; J. A. Hawner (Hugh); Thomas W. Saunders; Kinner Sander; A. Ogden; Richard Dennis; October 7 Charles A. Floyd; Thomas L. Jones; A. J. C; James M. Jordan; A. Tompkins; October 11 Sara Hobson; John Goode; J. B. Author; October 12 W. Waller; R. C. Mitchell; William G. Green; October 14 James M. Tucker; A. B. White; James Franklin; October 18 John P. Hughes; F. G. Morrison; October 19 William Hobson; J. H. Buford; October 21 Woodall A. Finer; R. P. Jones; Alex McDaniel; W. B. Preston; William S. P. Hopkins; October 22 William Daniel; October 27 William A. Hardy; J. M. Reese; October 30 William Hutcheson; November 1 B. B. Wright; November 9 Victor Spence; Geo. K. Taylor; H. H. Wallace; November 23 H. Gilmore; A. W. Price; J. C. Murreil; November 29 J. A. Stigler; J. C. Jeaning; December 1 R. M. Wells; December 13 James Campbell; December 18 Seth Halsey (Randall); J. H. Buford;

V.E.2. (21 of 37)

December 22 Sandy K. Jones; Dan Stratton; December 28 W. W. Jordan; A. W. Smith; William J. Robinson; John S. Blair; Sam C. Miller; December 29 Abram Shelton; Geo R. Peake; Thomas L. Jones; J. G. Morrison.

1859 - January 3 Sam Crockett; Peter Spence; H. H. Wallace; Peter Spence; Josh W. Key; James C. Hammock; J. R. Malcombe (Jane); Jason Nowlin; J. R. Holcombe; Anne E. Sangorfield; J. J. Loving; R. L. Crockett; Josh Wilson; Geston Pitty; C. L. White; T. E. Lowey; E. D. Froyer; Will Owen; January 4 Kinner Sanders; Hugh Chandler; Thomas W. Saunders; S. C. Woodfroft; Alex Wade; James Shearer; William G. Ghet; Chris Dabney; A. Wilson; Washington Hunter; W. L. Hohkis; H. V. Thompson; Noble J. McGinn; Rich M. Wells; John H. Griffin; Charles H. Floyd; William A. Gillian; Marshall L. Harris; Wither L. Martin; C. S. Peffer; January 5 Richard Perkins; A. J. Caugh; J. C. Murru; W. S. Morris; W. H. Agrew; James M. Rucker; A. J. Engledom; C. L. Wade; J. W. Callahan; Richard Dealing; John M. Shed; John M. Oley; A. B. Rucker; B. B. Dunslau (Woodfon, Wright); R. J. Crockett; G. B. Wallace; James P. Hammett; R. J. Crockett; James Monteth; Maria Wright; January 6 C. C. Wade; H. V. Thompson; L. Walker; L. W. Valentine; William Daniel; William K. Mosby; John T. Davis; J. A. Hawney (Charles); William Owen; J. Carly; January 7 J. N. Gordon; W. W. Hangon; Michael Wallace; Mary D. Buchannan; A. G. Broaddom; M. B. Crunch; J. P. Hammett; Dave Hill; R. J. Crockett; J. R. Holt; J. R. C; H. M. Earing; B. B. Wright; William A. Wright; January 8 J. M. Otey; Alex. M. Geran; A. T. Johnson; A. Thompkins; John C. Hughes; Alex McDaniel; January 10 A. Thomkins; William H. Wright; January 24 Clement F. Harris; Charles W. Christian; C. M. Garnett; Richard Crawford; John Smeller; Hector Harris; J. A. Price; William J. Green; William J. Moon; E. O. Dance; William Leftwich; Withers Waller; James Saunder; R. O. Dole; P. H. Gilmer; William W. Leftwich; J. C. Jennings; William A. Leftwich; Sara Wright; Henry Diinnington; T. T. Saunders; J. C. Moncure; J. H. Smith; Jes Callahan; William H. Moonman; E. M. Poindexter; Davis D. Poindexter; Charles E. Fugud; James W. Stewart; John S. Caldwell; Phill Samuels; John H. Smith; J. H. Nowlin; R. C. Mitchell; Caleb Williamson; A. Ogden; William Owens; S. Hobson; John Goode; R. J. Crockett; James Campbell; January 25 Paton Spencer; W. S. Battle; January 29 John R. McDaniel; James Franklin; A. B. White; Peter W. Haiston; E. L. Stewart; January 29 C. T. Wills; Thomas J. Jarrett; R. H. Coghill; February 1 Daniel Stratton; Agnes L. Angles; February 3 William Kent; R. J. Crockett; J. C. Burchfield; James L. Morgan; W. N. Plunkett; February 5, 1859 Seth Halsey; Thomas A. Harris; April 9 Ann E. Dangerfield; H. Patterson; John H. Flood; J. S. Pirce; Phillip Samuel JR.; William Gibboney; J. M. Kay; Rob. Dennis; J. W. A. Raine; April 15 Geo L. Cock; E. McGavock; William Owen; G. Coleman; W. W. Mosby; Rob Sawyer; James L. Morgan; C. Dabney; W. W. Hanson; C. H. Leftwich; April 20 J. Fitzhugh; W. W. Leftwich; J. W. Leftwich; John Smeller; Elijah Halley; Richard Dennis; C. Dunn; William Terry; Thomas Wood; April 20 A. M. Saunders; J. M. Harris; James Franklin; E. Ward; Mary D. Buchannan; April 22 J. C. Hunter; William Jacken; John Greg; R. Chimley; April 26 R. S. Carne; R. O. Dap; R. H. Wiatt; R. Gibboney; L. Rake; April 29 Daniel Stratton; May 3 F. J. Ballard; William Leftwich; W. A. Hardy; E. S. Hutter; K. M. Daniel; May 6 R. C. Steptoe; Clement F. Harris; William C. Perrow; May 11 John M. Otey; C. V. Webb; W. Hunter; W. Waller; Hector Harris; Thomas A. Harris; May 13 B. B. Tuliaferro; C. Smith; J. M. Anderson; William A. Gillian; May 17 H. V. Thomson; C. E. Webb; May 19 A. B. White; L. Locke; Jacob Merchant; May 23 Joseph Leonard; May 27 R. A. Coghin; W. Campbell; Marion J. Victor; June 9 R. A. Hurt; June 17 Geo. P. Luck; S. A. Patterson; William Hobson; June 20 Sam G. Stapler; J. P. Hammett; William Owen; C. Page; June 29 S. White; July 2 J. A. Pierce; J. R. Holcombe; Mrs. Ann E. Dangerfield; William A. Gillian; W. T. Anderson;

V.E.2. (22 of 37)

Mary W. Buchannan; Mary D. Buchannan; John Gray; J. W. Kay; W. Waller; A. Price; Peter D. Hedgman; F. M. Barker; J. C. Hayter; R. P. Patterson; A. S. Stiff; William Terry; A. L. Stiff; J. H. Wilson; Ben S. Carnifer; R. C. Mitchell; S. Rocke; Jacob Merchant; William Hobson; July 5 Paul C. Cabu; R. Coghill; C. M. Garnett; F. M. Garnett; William M. Blackfoot; W. C. Smith; A. A. Hudson; Thomas Wood; William Green; Thomas W. Leftwich; S. C. Woodroof; Sam Crockett; Sam Nowlin; R. H. Wiatt; R. Sawyer; R. Gibboney; John Rake; F. L. Ballard; W. W. Hanson; John R. McDaniel; July 6 William Gibbs; R. Crawford; July 8 J. T. Davis; John Davis; W. W. Mosby; I. L. Walker; A. M. Saunders; G. L. Cock; John M. Spud; Mariah Wright; J. N. Gordon; P. H. Gilmer; J. R. Tinsley; J. M. Spud; R. Dennis; Lawly Baker; John Young; E. O. Dance (Mike); July 11 E. McGavock; July 20 John H. Patterson; James M. Rucker; John M. Otey; James Saunders; R.

Hurt; E. Frazier; Charles L. Mosby; July 25 A. C. Duhn; C. Samuel; James Franklin; John
Lee; R. C. Stiploe; C. E. Webb; R. M. Toliferro; John C. Hughes; Washington Hunter; D. A. Langhorne; John Smiller; Elijah Holley; July 26 D. A. Langhorne; J. W. Callahan; July 27 W. C. Perrow; J. W. Saunders; James L. Morgan; James M. Odgen; J. W. Sanders; July 28 C. S. Jones; Joseph Crew; James A. Hammer; I. H. Burnes; July 30 Marion J. Victor; August 3 T. Trent; William Tucker; B. B. Wright; D. P. Jones; Sarah Wright; R. Tinsley; C. V. Webb; August 16 Paul C. Cabell; Sally E. Rose; R. A. Coghill; August 26 E. G. Hill; S. A. Patterson; August 26 D. C. Dunn; W. O. Owen; J. J. Blunton; G. W. Raine; I. Fitzhugh; C. S. Mosby; A. Noell; September 6 F. S. Thomas; Richard Dennis; C. S. Mosby; Sally M. Pierce; A. McDaniel; Pepper Stirna; September 7 William Daniel; C. P. North; J. H. Buford; Sept. 9 G. B. Wallace; September 26 W. N. Jordan; September 27 C. F. Harris; John L. Oglesby; Sept. 30 S. White; Rob Gibboney; C. H. Gilmer; October 3 R. M. Taliaferro; R. A. Hurt; R. Sayer; W. O. Owen; R. H. Wyatt; W. N. Jordan; C. F. Harr; John Goode; R. A. Coghill; W. Hobson; H. B. Hoomey; A. A. Hudson; W. W. Leftwich; October 5 J. M. Kay; Sam Nowlin; A. P. Rice; J. M. Rucker; G. I. Cock; W. W. Hanson; E. McGavock; Daniel Stratton; R. Crawford; Dave A. Hammer; Joseph Crewy; W. Waller; Charles P. North; W. Saunders; A. M. Saunders; C. M. Garrett; D. C. Dunn; G. W. Kain; J. A. Price; S. C. Woodroff; October 17 Sam Miller; Frederick Robertson; James C. Hawwett; October 29 John T. Davis; G. B. Wallace; John H. Flood; D. A. Langhorne; A. C. White; J. Slaughter; James Franklin; J. W. Utz; John C. Henderson; J. M. Barker; M. G. Perrow; John M. Otey; C. S. Mosby; J. N. Gordon; S. C. Woodroof; C. S. Jones; A. S. Stiff; Richard Perkins; F. J. Ballard; John Gray; Peter Hidge; J. Tinsley; J. Caldwell; E. G. Hill; J. H. Wilson; Barry Carnift; I. Wood; Phill Samuei; John McDaniel; October 29 Ann E. Dangerfield; W. Leftwich; W. Gibboney; Henderick Roberts; John Smeller; Elijah Holley; C. S. Mosbey; J. H. Dejarrett; J. H. Burnes; John B. Lee; Jacob Merchant; S. Baker; Sam Crockett; A. McDaniel; R. C. Steptoe; Richard Dennis; James Harris; W. Tucker; H. Keaton; G. A. Saunders; M. B. Preston; R. P. Patterson;

A. Saunders; H. M. Knet; G. A. Saunders; Mary W. Buchannan; November 30 W. W. Leftwich; Ian Charles; J. S. Morgan; Hector Harris; J. W. Callahan; C. E. Webb; J. W. Utz; M. E. Hurt; G. Luck; Florentine Robinson; W. Terry; John Davis; D. P. Jones; A. C. Dunn; W. A. Gillian; Marion J. Victor; W. Daniel; M. E. Hurt; W. G. Coleman; M. W. Jones; Nov. 30 Robert Tinsley; December 31 J. Shearer; R. A. Christian; Sam Miller; J. R. Phillip; J. S. White; C. Christian; R. Crockett; Thomas Frost; Rich Dealing; A. Pettyjohn; A. Wade; S. Wright.

1860 - January 31 John H. Patterson; W. Hardy; Rich Dennis; F. M. Barker; W. A. Haron; P.

Gillian; John M. White; R. S. Comfort; john B. Swim; J. Saunders; A. Noel; John S. Bafs; A. C. Dunn; T. W. Saunders; Elizabeth Crawford; H. B. Homer; John Goode; J. M. Ogden; W. Hobbs; R. H. Wyatt; R. H. William; W. C. Parks; W. Gibboney; R. Sayer; W. Waller; E. McGavock; W. W. Hanson; G. B. Wallace; Woodson Wright; C. F. Harrison; John Earhart;

V.E.2. (23 of 37)

W. J. Green; W. F. Hart; J. M. Harrison; Washington Hunter; G. A. Raine; F. J. Ballard; Mary W. Buchannan; Chapman S. Jones; A. S. Stiff; John M. Otey; John Pierce; Francis Christian; A. A. Hudson; Mary Buchannan; S. A. Patterson; T. Wood; John A. Young; C. S. Mosby; Johnson Fitzhugh; A. B. White; A. Gillian; Joseph Crew; J. M. Harris; C. E. Webb; W. Tucker; J. A. Hammer; J. M. Harrison; E. G. Hill; A. M. Saunders; John P. Hugh; M. W. Jones; M. Walker; T. McKinney; John Sennis; W. Terry; M. Wallace; J. S. Walker; W. Daniel; J. W. Callahan; E. A. Craddock; Sarah Wright; James W. Harris; W. G. Coleman; W. Daniel; A. Pettyjohn; M. M. Kigley; T. McKinney; C. B. Wallace; J. R. Tinsley; J. S. Caldwell; R. Moon; J. J. Blanton; T. T. Saudnerson; M. E. Hurt; S. Crockett; W. O. Owen; Sam Nowlin; J. H. Patterson; James Saunders; W. W. Mosby; Alex Wade; Woodson Wright; R. Moone; J. J. Kent; J. H. Stone; Paul Hill; E. A. Craddock; C. Dabney; J. M. White; T. McKinney; James Saunders; B. B. Wright; John H. Patterson; M. Wallace; M.Wallace; M. M. Kigley; J. M. White; T. T. Saunders; E. Crawford; J. J. Saunders; John H. Smith; R. D. Moon; John Stone; A. Pettyjohn; T. McKinney; W. H. Wright; T. McKinney; M. M. Kingsley; W. H. Wright; E. Crawford; T. T. Saunders; T. McKinney; John Blanton; A. Pettjohn; E. Crawford; John H. Patterson; J. McGinnis; S. F. Johnson; J. F. Kent; M. Wallace; T. K. Watson; J. F. Kent; J. K. Nelson; T. W. Leftwich; J. Mont; J. S. Campbell; Charles Hogmouth; N. F. Thornton; S. Johnson; John Young; Rich Drarington; N. F. Thorton; Alex Wade; W. Hunter; Frances Christian; Woodson Wright; J. K. Nelson: J. Mogden; J. Christian; Paul Hill; W. Owen; R. Tinsley; A. P. Price; J. Griffin; D. Saunders; R. Crockett; W. W. Leftwich; R. Crockett; R. A. Hurt; L. Bowyer; R. R. Wright; W. Owen; J. H. Stain; John Owen; Peter Hedgman; R. E. Jeter; W. C. Person; Ann E. Dangerfield; J. T. Loving; W. W. Wright; W. Owen; M. P. Watson; James Sharer; D. P. Jones; J. H. Griffin; W. J. Alexander; J. McGinnis; Preston Pitty; R. C. Strothern; Preston Pitty; R. C. Strother; W. A. Leftwich; R. C. Strother; R. M. Taliafer; J. H. Griffin; W. Owen; W. J. Alexander; S. Johnson; L. Baker; R. Crockett; J. H. Patterson; R. Early; J. C. Slaughter; W. Owen; J. H. Loving; K. Nelson; J. H. Smith; J. F. Loving; C. V. Webb; J. W. J^eftwich; Pepper Sharner; R. Crockett; L. F. Loving; J. Montuth; H. J. Garrett; J. S. Cawhill; Daniel Stratton; T. Arent; R. Coghill; Rich Dearing; R. Crockett; J. Franklin; J. Fitt; H. J. Garrett; Stephen Perrowin; C. P. North; J. N. Jordan; M. Patterson; John Jones; S. A. McConkey; R. P. Patterson; J. F. Loving; R. Gibboney; J. C. Haurauth; W. Owen; L. J. Cock; Phil Sam; J. H. Wilson; R. Crockett; Preston Pitt; Jacob Merchant; W. Leftwich; W. Owen; Pepper Sharner; W. Wright; John Sutton; J. C. Harmouth; H. J. Garrett; W. Owen; Woodson Wright; J. H. Dejarrett; R. Early; J. M. Rucker; Charles L. Mosby (Martha); Frederick Roberts; Albert M. Daniel; T. H. Burnes; James L. Morgan; W. C. Parks; February 29 R. Clement; H. V. Thompson; W. Campbell; Dr. Hector Harrison; W. Owen; Maria Wright; W. Kent; R. Crockett; R. C. Steptoe; February 29 W. Kent; John M. Sherd; Maria Wright; Jane S. Irvine; Fleming Thomasl C. E. Frig; C. E. Fryer; D. A. Langhorne; March 31 C. H. Leftwich; Sam. L. Gray; Jacob Fowler; W. Hughes; Rich Perkins; G. Luck; F. G. Morrison; J. C. Hayton; Sam Gray; M. J. Victor; J. Robinson; E. Hutter; J. S. Jameson; R. Fancy; H. Thornhill.

Annual Report, September 15-16,1858

No names of slaves. Force Employed:

There are 341 slaves in all at Depots, on the Road, with Passenger Trains, Freight Trains, Gravel, Material and Wood Trains, including 34 mechanics...

V.E.2. (24 of 37)

Annual Report, September 12-13,1860

No names of slaves.

Slaves in depots, 75; on repairs of road, 231; in carpenter shops, 10; in smith shops, 13; in copper and paint shops, 3; machine shops, 10; train service, 37; wood and gravel trains, 24. In all 407...

Journal, 1860

June 13, Washington Hunter; June 30, 1860 - Samuel G. Staples. No names of owners or slaves: March 31, May 31,1860. Ledger A., November 1860 - March 1864

No names of slaves. Combined entries for amounts paid to named owners and aggregate amounts paid.

November 9, 10, 13, 15-17, 22, 23, 28, 29, 30, 1860; December 1, 3-5, 8,12, 13, 18, 21, 22, 26, 27, 31,1860; January 1-3, 1861; January 4, 5, 7-12 W. A. Leftwich; 14,15 Nancy Edgar; 16,17 R. M. Taliaferro; 18,22-24 Mrs. F. Christian; 25 W. P. Preston; 26, 28 J. C. Slaughter; 29, 30 H. F. Bocock; 31; February 2, 5 Sally M. Lynch, 6, 7,1861; 7,12,14 R.W. Comer; 20, 21 Margart Gartdil; 22 W.F. Tuckade; 26; March 1, 2 William Kent; 5, 14, 15, 29, 30; April 1, 2,3, 4, 5,6, 8 James Campbell; 9, 10,11,12 R.A. Coghill); 13,15,16; April 16, 17, 19,22, 23 Jason M. Ogden; 24,26, 29, 30; May 1, 2 J.F. Davis; 7, 8, 9, 13, 14,16,20, 27, 28, 29, 31; June 1, 3, 4, 22, 29; July 1, 2, 3, 4, 5, 6, 8-12; 12,13, 15-18 M.H. Crump; 20, 23, 25, 26, 30, 31; August 1, 2, 3, 5, 8,13-15, 22, 23,28,29; September 4, 5,12,16, 19, 25, 26, 30; October 1,2 G.B. Wallace; 3 W. Robinson; 4, 5, 7-10 John Jones; 11,12,14-19, 23, 26, 28-30; November 5, 6, 12-14,16, 19-21, 23, 26; December 9,11,12,17,19,20 William H. Trent; 21, 24; 26,27, 30 Rev. Charles Wingfield; 31 Richard Dealing; January 1, 2, 5, 6-8, 10, 11, 13-15 Jacob Merchant; 16 W.F. Yingling; 17,18,20,21 H.D. Flood; 22 J.P. Hughes; 23, 24 J.W. Barnett; 29, 30, 1862; February 1, 2, 6, 7, 8, 11,13,15,18, 19, 20, 25, 26; March

20, 21, 27, 30; April 1, 2, 3; 4, 5, 7, 9-12, 14-19, 23, 24, 26, 28, 30 W.C. Smith; May 2, 3, 6-8, 10, 12-14 G. Saunders; 15, 19-22, 30, 31; June 2, 4, 5, 12, 31; July 1-5, 7-13, 15-17, 19, 21-24, 26, 28, 29-31; August 1, 2, 4-7, 9, 12-16, 18,20, 21, 23, 25, 27-29; September 1, 3, 8, 10, 11, 13,16,17, 19,25,27, 29, 30;

October 1,2, 3,4, 6, 7, 9,10, 11, 13, 14, 15,16; 16-18,21,22 H.W. Floyd; 24, 25, 27-29; November 1, 3,4, 7, 8,10-12, 14, 15, 20, 21,22,24,26,27,29; December 2, 6, 12, 16, 17,

19, 22, 23, 24, 25, 27, 29-31, 1862; January 1, 2, 3, 5 S.C. Hurt; 6-10, 13-17 P.G. Cabell; 19 J.S. Crockett; 20,21,22; 23, 24, 26, 29, 30 Thomas Corke; 31,1863; February 2-4 L.M. Oglesby; 5.9,12,13,19, 25, 27 F.A. Austin; March 4 E.A. Gibbs; 5-7 R.P. Finny; 11,13, 14, 16, 17, 18; March 19 W.A. Hardy; 20, 24 Samuel Miller; 25, 31; April 1-4, 6-11, 13 R.G. Sutton; 14,15 J.R. McDaniel; 16-18, 20, 22, 24, 25,27-30; May 2,4- 8,11,20, 25,26, 29; June 4,11,12 G.W. Clement); 13, 17, 19, 24,29, 30; July 1-4, 6-11,13-18,20-25,27, 28, 30; 31 William Hobson; August 3 Michael Wallace; 6,10 John Washington; 11-13,18-20, 24, 26, 28; September 3, 5, 8-12 Maj. William Leftwich; 14, 15, 18-21, 29,30 G.W. Dillard; October 1-3, 9, 21; 22-24,28, 29, 31 J.W. Berry; November 3, 5-7, 11,13 H.T. Minor; 14, 17-19, 24, 25,27; December 3, 5, 7 J.M. Wallace; 8,10-12,16 Kent Mitchell; 22, 23 R.E. Garey; 26 Mrs. S. A. Campbell; 28, 29, 30; 30 A.L. Stiff; 31 J. W. Perry 1863; January 1,2, 4, 5-8 W.H. Kinkle; 9 Seth Halsey; 11 R.H. Bucknor; 12, 13, 14, 15,16,18,19

V.E.2. (25 of 37)

Wesley Wright;, 27, 28, 29, 30; February 1-3, 6, 8 M.M. Williams; 9, 10,15,16,18 Mrs. Sarah Wright; 20, 29; March 2,14 John O. Washington; 15 Samuel Miller; 16 (J.H. Knight); 17, 18 L. Anderson; 19, 21, 26, 28, 30, 1864. March 30, 31 (W.H. Gray), 1864.

Journal, 1860-1863

1860 - April 30 D. C. Dunn; John Goodwin; John T. Davis; Dan A. Longhorne; R. Hoghill;

J. A. Pinco; W. W. Leftwich; E. W. Gavock; Jason Franklin; Robert Tinkey; W. D. Tucker;

A. Pettyjohn; A. A. Hudson; Jackson Fitzhugh; J. N. Jordon; R. A. See; T. A. Walthall; J. H.

Wilson; H. V. Thompson; John Greg; E. Woodhoop; Thomas Moseley; A. Tompkin; Thomas

Mouly; J. A. Hawner; G. L. Locke; Palestine W. Noell; H. Wallace; Ann E. Dangerfield; E.

G. Hill; Charles A. Plogs; I. Merchant; Mr. A. M. Saunders; J. W. Kay; John A. Daniel; J. W.

Jones; P. A. Gilmer; J. P. Hughes; W. W. Stickley; J. C. Slaughter; R. J. Rurmey; William

Trucker; Martha Tuggle; Sarah Wright; John C. Moncure; T. Wood; J. H. Davidson; C. J.

Harris; John Gibboney; John Leftwich; L. A. Bagbie; W. E. Patterson; M. S. Harrisin; Robert

Gibboney; Sam Nowlin; R. Soft; R. Sayer; Sam Crockett; Paul Cabcell; Reston Getty; Robert

Early; William Owens; R. A Moone; J. H. Ruford; W. B. Preston; Dan H. Rusney; Thomas

Owens; R. Crockett; R. A. Coghill; G. B. Maunce; John Minon; Joseph Crewin; C. V. Webb;

John Sowny; D. S. Patterson; William Daniel; T. Wallace; May 3 M. P. Watson; Robert

Crockett; T. W. Saunders; M. Liftwich; R. M. Connor; Elijah Holley; J. Ballard; June 30 F.

Morrison; Huston Harrison; Michael Riley; William Waller; D. Dunn; R. A. Coghill; W. W.

Latwich; J. Lock.; Jacues Wauklin; August 31 A. C. Harrison; John Minor; J. H. Buford;

Phillip Achler; Martha Tuggle; Sally M. Price; H. H. Wallace; Margaret Gaddisin; Ralph

Conner; Flaming Thomasin; James Metcalf; D. S. Patterson; William Owens; October 23

William Settwich; J. D. Walthace; M. Wallace; G. B. Wallace; E. B. Halloway; A. A.

Hudson; R. M. Talin; Sarah Wright; W. C. Smith; James Campbell; J. T. Davis; John Sowny;

M. D. Buchannon; John Goodwin; E. Woodoof; E. Halley; H. McKent; R. M. Talin; D. A.

Longhorne; R. M. Taliaferro; J. S. Steptoe; John Moorman; John Dickinson; Charles A.

Floyd; L. A. Bagbee; C. V. Webb; C. F. Harris; W. O. Owen; Thomas Mosley; C. V. Webb;

W. W. Leftwich; D. C. Dunn; D. S. Patterson; Martha Tuggle; Paul Cabu; R. McDaniel;

Robert Tinsley; William Tucker; W. W. Stickley; C. Dabney; J. S. Crockett; W. L. Grun; C.

S. Mosby; Mrs. A. M. Saunders; A. M. Smith; W. A. Softwick; G. W. Noel; T. Wallace;

James Campbell; Ann E. Daugerfield; M. E. Harris; John Rod; E. McGavock; William

Gibboney; J. Merchant; J. W. Jones; John S. Calwell; R. Aleoghill; J. G. Morrison; T.

Mosley; Fleming S. Thomas; A. B. White; R. S. Wooson; Sam Nowlin; R. A. Coghill; P. H.

Gilmer; J. N. Gordon; R. Pirkins; E. B. Wallar; T. Wood; Rob Gibboney; James Campbell;

Mary W. Buchannon; M. W. Buchannon; James Campbell; Josh Giny; David Duncan; Rob

Sawyer; W. D. Tucker; G. A. Saunders; R. A. Sye; John Gary; H. Burner; M. A. Gillian; M.

Leftwich; R. J. Burnegin; A. S. Stiff; J. M. Kay; J. B. Sayne; J. H. Wilson; C. E. Webb; John

Smilser; Archibald Wade; John Moorman; T. G. Burrup; Sam Staples; John Moncure;

George A. Cock; A. S. Whaling; Frances Christian. November 3 J. G. Shears; James A.

Wamner; Robert W. Conner; November 22 J. H. Dands; December 8 H. V. Thompson.

1861 - January 1 R. A. Lee; R. Perkins; Washington Hunter; John M. White; Mrs. A. M.

Saunders; Washington Hunter; James Metcalf; C. A. Floyd; I. S. Pendleton; L. A. Bagbio; C.

E. Webb; Thomas Trust; James A. Hammer; D. F. Patterson; J L. Stiff; J. D. Walltrall; J. H.

Burnes; J. H. Gordon; Clifton V. Webb; Nancy Conner; January 3 G. J. Cocke; A. Wade;

Susan Shephard; Susan Speller; W. W. Manson; Dr. John Minor; Jack Dealing; T. E.

Reynolds; Seth Halsey; January 2 Thomas Trunt; F. S. Thomas; James M. Cobbs; I. M.

Patterson; I. M. Wilson; I. M. Jones; D. Cauch; 1.1. Hughes; R. A. Caghill; William Tucker;

V.E.2. (26 of 37)

Thomas Mosley; M. L. Morris; John Stone; W. W. Liftwich; Lillian F. Jordan; John Jonis; January 5E. G. Hill; A. B. White; I. B. Layou; I. F. Switman; I. H. Jones; James Franklin; 1.1. Alanton; I. L. Stephon; W. Waller; John Goode; R. C. Gary; Thomas Wallace; W. E. Satterson; R. Tinsley; I .F. Switman; William Lifrwich Jr.; 1.1. Planton; W. D. Tucker; D. A. Longhorne; W. O. Owen; D. L. Dunn; C. F. Harris; January 7 Anne E. Dangerfield; A. A. Hudson; John Dickson; L. P. North; H. V. Thompson; T. T. Saunders; I. Crown; John Guy; Paul Cabell; R. I. Burney; T. G. Morrison; F. T. Ballard; T. H. Gilmer; A. M. Smith; Dr. Charles Fright; Maria Fright; F. G. Morrison; Joseph Cown; T. T. Saunders; C. J. North; John Dickson; January 8 F. W. Naill; Ges F. Luck; John C. Mancure; Paul Hill; J. A. Pannett; William Daniel; C. Dabney; Charles Sunsbraugh; Martha Tuggle; John Lowey; E. M. Clay; R. O. Dof; January 22 A. C. Harrison; M. C. Leftivoch; South Side Railroad Company; J. H. Stone; Mary M. Chambers; January 25 R. B. Preston N. P. Preston; W. W. Hickley; L. Merchant; J. L. Slaughter; James N. Buford; H. M. G. Hunt; January 30,1861: Samuel Newlin; H. F. Bocock; E. Woodruff; February 1 Parker Jones; February 5 S. L. Dealing; Sally M. Lynch; Mary W. Burchanan; G. B. Rallaco; R. L. Woodson; John Bodken; J. Kegley; A. Thampkey; February 6 Johnson Pitzhugh; H. H. Wallace; E. M. Garack; Mrs. E. R. Wallace; Elizabeth B. Halloway; Michael Wallace; Mary R. Cuchanan; G. B. Wallace; J. S. Crockett; William Gibboney; R. S; Robert Sayers; Samuel Crockett; W. J. Greene; Robert Gibboney; Thomas Woods; February 25 Ancher Pettyjohn; March 1 J. H. Davidson; William Henry; W. G. M. Gennis; March 5 W. J. M. Ginny;

April 8 W. C. Smith; T. W. Sanders; James L. Campbell; William Leftwich; J. W. Wilson; John B. Dabrey; William Owen; J. W. Ians; R. D. Moore; J. B. Sayore; John Guy; Jane J. Hicklin; April 20 W. H. Moorman; W. D. Woodson; James A. Watkins; W. A. Leftwich; James M. Ogden; J. W. Pettigrew; James L. White; M. M. Williams; April 26 J. D. Coler; Henrietta Cunningham; Catherine Gatewood; William Morely; William Saunders; A. J. B. Rucker; W. A. Gillian; May 2 A. M. D. Smith; May 9 C. A. Slaughter; A. C. Harrison; July 23 Mrs. E. W. Withers; John Guy; A. Wade Sr.; J. M. Philips; July 25 J. S. Caldwell; H. D. Flood; W. A. Payne; I. V. Deaton; August 21 John Waller Jones; R. C. Gary; E. M. Clayton; J. V. Depton; August 24 P. H. Noell; September 2 Geo P. Rick; Rick Dealing; September 9 W. Robinson (David); A. M. Maybell (Isaac); J. J. Camden (Jack); October 2 William Leftwich; J. N. Gordon; R. A. Coghill; P. A. Gilmore; John Minor; J. D. Prince; A. G. Cox; Wynham Robinson; J. D. Peirce; J. L. Crockett; M. L Slaughter; H. W. Hill; Samuel Pryor; J. P. Haphur; J. M. Longhorne; J. W. Callahan; C. L. Morby; October 3 C. Gatewood; R. W. Crenshaw; Jane L. Hicklin; Charles Hendson; J. H. Wilson; Emma S. Crenshaw; John Goode; A. J. Rucker; M. L. Harris; P. W. Noell; J. H. Davis; J. W. Pettygrew; J. J. Saunders; James Franklin; A. B. White; William Darnel; Mary A. Wills; James D. Taylor; Samuel Fries; October 11 M. S. Stiffey; William M. Pettyjohn; D. D. Pointdexter; John Smilser; J. M. Rucker; November 25 John Guy; W. B. Prestons; December 17, 1861: Mrs. Jane Picklin (Henry); Mrs. Sally M. Lynch (Daniel); John S. Ralph (Jordan); John Minor (John); J. K. Jones (Riland); Charles Henderson (Carter); G. B. Wallace (Jim); R. A. Coghill (John, Bill); E. B. Wallace (Emanuel); Rev. Charles Wingfield (Cliff); W. H. Lunch (Stephen); Catherine Gatewood (Nimrod); J. J. Burks (Henry); Rich Dealing (Fountain); Warhinton Hunter (Nathan); D. C. Dunn (John, Adam); Michel Wallace (Henderson); Washington Hunter (Umphrey); J. S. Thomas; W. W. Floyd (Dick); John Minor (Thornton); December 26 J. W. Wingfield; W. W. Mickley (Henry); December 30,1861: P. H. Gilmer; W. W. Roberts; G. C. N. W.; F. G. Morrison; James Dicklin (Henry); H. D. Flood (Priscilla); A. Boutwell (Warner); J. D. Prince (Ian); W. A. Liftwich (Charles); W. C. Perrow (Luke); A. C. White (William); J. M. Ogden (Robert); Samuel D. Rice (Booker); L. D. Robinson (Henry); J. W.

V.E.2. (27 of 37)

Calahan (Jim); Thomas Mosely (Dick, Andrew); P. C. Cabell (Don); W. W. Roberts (William); Susan L. Dearing (Henry); Benny Williams (Jacob); R. C. Gary (Dick); C. A. Floyd (Jordan); M. O. Richardson (Jack); Robert Family (John, Peter, Noah); C. A. Slaughter (Alex); G. C. Wingfield (Henry); M. D. Richardson (James); Hugh Nilson (Nick); John Camden (Jack); C. Dabney (Sulivan)

T»1: T C /~V, 1 11. A ~*1 T \\T A T ITT A J T_r _1 » m

i Cirvina, j. a. ^arnpucii, /ajuiui ivcwi:>, w. jt\. j^ciTwiwi, j. n. avuoiiis, Jdcoo iviercnani; January 16 W. A. Yingling; Sarah Wright; S. B. Poindexter; Seth Woodruff; S. W. Prince; H. H. Wallace; D. D. Poindexter; January 18 A. Ogden; Samuel Pryor; Thomas Longhorne; W. A. Mosbey; January 21 H. D. Flood; 1.1. Davis; I. P. Hughes; January 23 William Leftwich; J. W. Burrows; J. W. Basnech; W. J. Parker; John Loury; January 27 William Owens; W. A. Payne; W. A. Hands; James Mucalfe; W. H. Crump; H. H. Lewis; Robert W. Brown; January 31 J. H. Moorman; K. D. Woodson; J. M. Rucker; February 8 Mrs. E. B. Wallace; J. P. Mitchell; F. A. Deaton; February 24 A. D. Stiff; C. J. Merryweather; March 15 W. B. Preston; March 18 John Mitchum; N. J. MCGunnis; W. A. Payne; April 1 Samuel Howlin; C. Wingfield; E. A. Gibbs; C. Dabrey; J. G. Morrison; A. J. Rucker; J. C. Slaughter; Paul C. Cavell; H. D. Flood; J. A. Huyson; W. W. Roberts; Hugh Nelson; SethHalsy; S. Rutherford; Scott Hix; A Hancock; J. L. Schoolfield; S. C. Hush; J. A. Watkins; J. L. Arrington; S. C. Hugh; Samuel Payor; J. M. Ogden; April 4 S. A. Campbell; 1.1. Reynolds; I. W. Sale; L. B. Harwick; William C. Perrow; William Darnel; S. D. Williams; I. N. Goron; E. W. Westers; I. W. Pettygrew; I. H. Stone; I. H. Chalmus; C. A. Floyd; W. N. Floyd; Thomas Moseley; P. H.

V.E.2. (28 of 37)

Ryan; D. D. Poindexter; H. L. Duggle; J. D. Poindexter; C. P. North; W. D. Christian; W. W. Crius; J. B. Oglesby; J. W. Callahan; M. M. Williams; April 11 J. M. Rucker; Thomas Jillis; John Goode; G. C. N. Wingfield; I. A. Dannes; John Smucker; I. W. Jennings; John Williams; P. W. Noell; W. C. Perrow; April 17 Robert Patterson; M. Langhorne; Daniel A. Langhorne; D. B. Joplins; I. L. Burts; I. S. Davis; I .E. Baze; R. B. Dumstall; C. K. Taylor; May 6 Thomas H. Flood; I. M. Watts; E. H. Epps; Rich Dennis;May 12 S. L. Moorman; William Hobson; May 13 Wesley Hugh; G. Abbot; I. O. Scott; T. T. Saunders; May 19 S. A. Patterson; S. S. Poindexter; May 30 H. A. Payne; A. C. Hill; June 2 I. C. Daliafenor; A. A. Legrand; P.D. Cofer; Samuel Pryor; Mrs. P. H. N. Connor; June 25 J. K. Knight; M. A. Church; Thomas Cork; June 30 G. C. N. Wingfield July 1 D. T. Mann; J. J. Reynolds; S. Garland; C. Dabey; Hugh Neilson; W. Kinklin; Samuel Nowlin; M. Langhorne; C. R. Slaughter; M. R. Slaughter; J. J. Cocke; A. Cohn; J. W. Pettyjohn; F. O. Thompkins; Thomas L. Arrington; J. S. Crockett; J. M. Gordon; H. S. Chatmore; P. L. Moorman; F. G. Morrison; S. A. Campbell; W. W. Floyd; B. A. Gibbs; P. H. Dillard (Patrick); H. D. Flood; Sammuel Rucker; J. W. McAUiter; July 5 S. D. Williamson; A. C. White; Charles Wingfield; I. A. Furguson; W. W. Leftwich; A. T. B. Rucker; Charles A. Floyd; John Saulser; John B. Dabney; John Manor; W. D. Tucker; I. W. Callahan; I. P. Yuell; Matilda M. Williams; I. L. Schoalfield; A. G. Hancock; P. H. Ryan; William Daniel; I. L. Burts; R. A. Coghill; John A. Tanner July 11 J. E. Faliafor; W. C. Perrow; July 12 L. M. Agliobe; H. Dunnington; J. P. Hughes; Joseph B. Oglesby; S. P. Browning; Ges Abbott; I. H. Buford; M. S. Steffey; Nancy Legrand; A. Lifrwich; I. H. Miller; I. C. Slaughter; July 15 I. M. Ogden; S. C. Hurt; I. S. Harris; A. A. Arthur; John Buford; R. P. Jenny; John Fuller Jr; R. M. Cocke; P. A. Talbot; July 21 R. C. Gary; G. W. Clements; John Williams; S. P. Poindexter; John T. Poindexter; David D. Poindexter; W. W. Roberts; Henry Cooper; I. W. Stuart; Susan A. Hobron; H. V. Thompson; I. E. Bayle; W. A. Thompson; Rick Dennis; Hector Harris; K. C. Hill; I. H. Adams; S. A. Patterson; July 26 M. L. Harris; L. B. Harwick; P. W. Hall; R. H. Teter; E. H. Withers; R. C. James; August 1 C. W. Gill; John Goode; H. A. Allen; H. H. Wallace; Thomas P. Topling; H. H. Wallace (Thornton); William Hobson; Asa Gill; R. H. Bucker; William D. Christian; I. A. Stigler; August 9 John R. McDaniel; E. H. Morris; S. H. Pierce; August 12 Paul Cabell; Thomas Mosseley; Henry L. Tuggle; August 15 I. E. Bayle; I. A. Hammer; E. W. Epps; Jas. A. Watkins; August 26 Seth Halsey; John Lowey; U. A. Isbell; September 1 James B. Scott; P. D. Cofer; A. McSmith; A. Pettyjohn; October 1 Charles Wingfield; J. J. Reynolds; J. A. Furgusan; Martha A. Chadle; Samuel Nowlin; W. H. Kinckle; James M. Rucker; W. H. Kinckie; W. H. Caruter; I. H. Pettigust; Samuei Pryor; C. Dabney; H. L. Tuggle; W. H. Roberts; I. W. McAllister; Thomas L. Arlington; F. O. Thompkins; I. N. Gordon; Hugh Nelson; P. C. Cabell; E. A. Gibbs; William Owen; S. D. Williamson; E. W. Withers; C. R. Slaughter; Mary R. Slaughter; October 14 Thomas Pellis; Henry Dunington; A. McNesmith; R. P. Timmy; James H. Buford; R. R. Owens; John Smiler; J. R. Tunsley; Lucus A. Boalwight; October 17 D. D. Poindexter; R. A. Cophill; A. I. P. Rucker; George Abbott; James M. Ogden; Charles A. Floyd; R. W. and Mrs. N. Conner; October 24 John Warlingdon; W. W. Floyd; Wesley Wright; Sally W. Pierce; J. T Poindexter; D. D. Poindexter; F. G. Morreson; S. Patterson; November 1 John F. Hix; J. A. Watkins; William A. Gillian; November 5 S. B. Poindexter; J. P. Hughes; A. V. H. Watts; November 8 H. V. Grompron; I. A. Adams; R. P. Patterson; H. H. Wallace (William); James M. Ogden (Reubin); W. H. Tilanz (Stephen); P. C. Cabell (Willis); Charles A. Floyd (Henry); John Woodson (Joseph); Charwell Dabney (Sulivan); R. A. Caghill (Charles); November 11 Paul Hull (James, Sam); Thomas Moseley (Archy); W. H. Jobelb (Wash); R. P. Jenny (James); G. A. Clement (John); J. R. Tinsley (Cain); John Minor (Barney, Minor); Henry L. Tuggle (Philip); John H. Smith (Jim); H. D. Akeers (Isaac); H. D. Floods (Brunella,

V.E.2.(29 of 37)

Thompson); William A. Gillian (Charles); F. O. Thompkins (Abraham); Mary D. Buchanan (James); Mary W. Buchanan (Henry, William); John B. Dabney (Sam); C. L. Mosbey (Merchant); G. D. Davis (Ambrose Booker, Stephen); I. E. Baf (Iaihua); I. S. Harris (Ned); Allen Ogden (Ned); I. A. Furguson (William); I. A. Stigler (Fosley); Charles Henderson (Henry); James I Hicklin (Henry, Bob, Jack, Titer, Henry; Charles) Mrs. Eliza Epps (I. Day); Thomas Moseley; November 26 W. W. Boher; John Buford, John Goode; William lifrwich; December 8 John H. Knight; December 11 Jane S. Nowlin; C. K. Taylor; Susan A. Hobon; December 16 R. C. Allen; Matilda M. Williams; B. W. Connor and Mrs. Nancy Conner (Willis, Jim, Dave); D. D. Minor (Philip); G. C. H. Wingfield; Thomas P. Jopling; December 22 I. L. Schoolfield (George); Robert Michell (Polk); W. H. Caruthers; R. R. Dunslall (Jacob); John Minor (Thornton); Henry D. Flood (Wesley); D. H. Hogue (Harry); I. H. Sweatman (Henry); B. W. Conner and Mrs. B. Conner (Jim, William); December 23 G. W. Clements; P. D. Cofer; Sarah Soretman; I. D. Soretman; S. Rutherford; Martha Cheadle; E. W. Clayton; Mrs. M. A. Cheadle (Peter); I. H. Hugh (Harry); Dr. Robert Patterson; I. B. Dabney; R. P. Hurney; Mary Hurb; I. M. Watts; C. A. Floyd; H. C. Hill; December 25 W. H. Kinckle; James Cambell; S. C. Hunt (Bob); D. B. Poindexter (Gabriel); H. Flood (Ambrose); I. B. Hoplin (Charles); I. B. Layne (Martin); E. M. Clapton (Seroanh); H. T. Minor (Phil); John Minor (Lewis); Sarah Stoetman (Joe); N. McGinnis (Sandy); Seth Halsey (Henry); R. R. Owens (Henry); B. W. and Mrs. N. Conner (Jim); Sam Miller (Grant); I. W. McAllister; John H. Smith (Jim); M. M. Williams (George); I. R. McDaniel (Henry); I. C. Saunders (Mason); D. Mann (William); Seth Halsey (Henry); I. S. Crockett (Spencer); I. D. Davis; I. R. Tinley (Cam); R. C. James (Harry); December 261. A. Stigler (Harley); W. W. Floyd; I. D. Davis (Booker); Charles Henderson (Henry); I. P. Hughes (Phil); I. B. Dabney (Emond); Henry D. Flood; I. H. Smith (John Keys); L. Mosby; W. B. Preston; December 29 Paul J. Davis; J. T. Davis; A. C. White; T. L. Arrington; J. H. Buford; John W. Wingfield; Mrs. E. W. Withers; I. A. Buchanan; F. A. Morrison; December 31 A. Pettyjohn; R. Hearring; A. Wade; Thomas Moseley; Samuel A. Patterson; A. A. Legnan; S. A. Williams; R. P. Patterson; John Williams; Charles Wingfield; H. T. Minor; J. W. McAllister; Sarah Wade. W. I. Allen; Charles A. Floyd; John Goode (Martin); W. H. Kinkle (Mush); Robert Jeter (Ellen); December 31 John Smither (Morris); A. C. White (James, Edmond); I. B. Dabney (Sam); R. R. Duntall (John).

1863 - January 1 Nancy Lugrand; William Leftwich; H. B. Diane; F. L. Walker; S. B. Poindexter; I. A. Fanner; James M. Rucker; S. C. Hursh; I. N. Gordon; Seth Healey; Ian L. Harris; Charles A. Floyd; E. C. Hugua, 1.1. Poindexter; D. K. Flood; John Goode; W. A. Gillian; R. W. and Mrs. N. Conner; D. D. Poindexter; I. Gordon; Dave S. Harris; John S. Poindexter; Charles A. Flood; Thomas H. Flood; John Goode; W. A. Gillian B. W. and Mrs. N. Conner; January 2 C. R. Slaughter; S. Garland; Mary R. Slaughter; P. H. Ryan; Hugh Nelson; Susan A. Hobon; William Daniel; S. P. Browning; A. V. H. Watts; 1.1. Reynolds; H. H. Crevor; James M. Ogden; I. P Yuill; D. A. Langhorne; W. W. Floyd; A. B. Nichols; D. I. Mann; A. Chon; H. O. Thompkins; John Minor; R. A. Coghill; I. W. Stuart; W. D. Christian; C. P. North; R. M. Cock; A. F. C. Rucker; Sarah Wright; James A. Hammer; C. Dabney; Henry L Tuggle January 3 I. H. Smith; John Smith; Henry L. Tuggle; S. C. Houry; R. P. Dumstalb; C. K. Taylor; P. K. Dillard; I. E. Bab; S. A. Campbell; M. M. Williams; E. W. Epps; K. D. Acore; A. M. Alapell; I. G. Bentley; B. B. Turtall; 1.1. Goodloc; E. A. Gibbs; I.

Dabney; Jaque P. Scott; Thomas McKuprey; A. M. Glapell; I. P. Bass

January 6 S. C. Kurt; E. W. Morris; D. K. Kipue; W. W. Stickly; Sallie W. Pierce; William

Perrow; R. K. Bucker; Charles Hendron; 1.1. Hicklin; R. H. Buckner; D. H. Hape; January 7 John Woodson; Walter Perkus; W. W. Isbell; Sam S. Nowlin; John P. Hughes; M. D.

V.E.2. (30 of 37)

Harry; John M. Spud; M. L. Harry; W. W. Isbell; Jane S. Nowlin; S. Chalmer; Sam Pryor; A.

Hognock; John Smiller; J. M. Robinson; George I. Cock; C. W. Gilf; January 10 D. D. Poindexter; Asa Gill; I. W. Pettygrew; David Poindexter; January 121. M. Watts; John Goode; E. W. Howley; James M. Watts; January 14 John Washington; Joshua P. Oglesby; I. L. Schoolful; 1.1. Bayner; B. S. Hulter; S. Rutherford; R. Mitchell; H. V. Thompson; R. R. Owen; W. K. Trent; 1.1. Saunders; R. R. Owen; A. Dearing; January 16John L. Muffitt; C. L. Mosbey; Lucis A. Boatwright; I. D. Davis; I. R. Tusley; John Davis; William Leftwich; W. A. Gillian; L. W. Wingfield; W. I. Adams; January 17 P. C. Cabell; I. S. Crockett; C. H. Harris; January 21 R. H. Rucker; D. D. Jellis; Allison Ogden; E. M. Clayton; A. Leftiwich; I. W. Callihan; January 23 I. C. Slaughter; W. W. Leftwich; Wesley Hugh; R. C. Gary; Wesley Wright; William Trent; John Lowy; I. A. Stiples; Henry A. Allen; I. A. Furguson; January 26
D. Flood; John Buford; Thomas Cooke; January 31 Robert C. James; Greg D. Davis; George D. Davis; R. C. James; February 2 A. C. White; I. K. Knight; John H. Knight; L. M. Oglesby; James A. Watkins; February 5 John P. Sale; W. H. Pelts; A. McSmith; February 11 P. W. Burnes; B. H. Peter; P. W. Noell; John W. Burnett; George Abbott; February 19 Francis Deaton; March 2 D. W. Wingfield; E. A. Gibbs; March 9 H. I. McGunnis; R. D. Moore; March 14 I. E. Taliaferra; H. Dunington; March 18 W. A. Hardy; Samuel Miller; March 25 I. H. Adams; H. H. Wallace; John M. Wingfield; March 28 John Smelner; Mrs. M. A. Daniel; W. H. Kinkle; April 1 P. C. Cabell; I. P. Hughes; I. S. Baf; I. N. Goran; Charwell Dabney; Thomas W. Jenny; Martha Chisdle; I. H. Knyght; W. H. Hughes; Samuel Pryor; Bettie W. Nelson; Mary H. Fugu; W. H. Caruther; William Tucker; W. W. Leftwich; I. W. Wingfield; W. D. Tucker; April 3 Thomas D. Walthall; Henry Mapie; H. D. Flood; Seth Halsey; William Daniel; P. H. Ryan; R. B. Tunstaff (Talton); A. M. Glapue (Walker); W. H. Grey (William); April 9 W. W. Crisor; R. Gary; R. D. Dalton; Susan M. Thiftherd; Martha Tuggle; John Goode; W. H. Hughes; April 13 R. C. Sutton; I. B. Dabney; A. M. D. Smith; F. G. Morrison; I. R. McDaniel; John McDaniel; Samuel Miller; April 16 Sarah McFadden; William Leftwich; H. A. Legrand; James Saunders; R. H. Ward; S. M. Lynch; James Dearing; C. H. Lynch; April 18 R. H. Hard; S. M. Lynch; James Dearing; D. Shalton; H. C. Hill; P. H. Noell; C. P. North; H. C. Hill; April 22 I. P. Popling; John M. Wallace; Sam. Nowlin; E. S. Hutter; A. Harrison (James); April 25 L. P. Poindexter; John L. Poindexter; R. A. Coghill; P. H. Christian; Tim Minnis; A. Cohn; Mrs. E. W. Withers; Lucas A. Boatwright; M. Langhorne; M. M. Williams; May 1 Thomas H. Flood; I. C. Taylor; James W. Stuart; Robert Mitchell; Seth Woodruff; I. R. McDaniel; May 7 I. M. Ogden; Mrs. M. Hurt; R. W. Crenshaw; May 19 Hector Harris; W. J. Walthall; H. H. Arthur; Stephen A. Fare; July 1 Susan A. Campbilt; I. S. Bap; Mrs. E. Withers; Mrs. M. A. Darnel; W. W. Kinkle; John Kilmer; C. Dabney; I. N. Gordon; D. H. Miller; Hugh Nelson; G. B. Wallace; July 91. M. Odgen; P. H. Christian; Thomas K. Floyd; Charles Carter; D. A. Langhorne; July 11 A. McSmith; C. Hundon; Paul Cabell; Samuel Nowlin; Jim Minis; G. H. Watson; Seth Heasley;

I. S. Langhorne; July 14 A. A. Legrand; A. C. Hearson; Henry Mapin; A. C. Harrison; M. M.

Fellias; A. H. Yancy; John I. Hinn; I. B. Doplin; July 17 John P. Hughes; July 18 John

McAllister; William Daniel; P. H. Ryan; Marshall Harrison; John Goode; I. B. Dance; Lucas

A. Boatwright; July 25 I. M. Wallace; C. P. North; I. H. Stone; Martha Tuggle; S. Tuntoll;

July 31 W. Hobson; August 3 Michael Wallace; August 10 P. E. Bab; John Harrington; I. O.

Washington; I. W. Sale; August 19 David I. Mann; Sallie Wright; Robert Mitchell; August

26 Ellen Thompson; John B. Dabney; R. B. Tuntall (Jim); I. F. Smitman; Sarah Smitman;

September 1 William Owen; John Mitchell; George Ground; G. W. Ground; September 8 I.

Pettelf; I. Maupin; David Wyant; T. E. Loury; Charles Lunford; September 14 William

Leftwich; I. W. Callahan; September 30 A. K. Yancy; George W. Dillard; John Minor;

October 1 F. G. Morrison; W. H. Kinkle; Mrs. M. A. Daniel; Charles Scott; Samuel Pryor;

V.E.2. (31 of 37)

Samuel Nowlin; I. M. McAllister; Seth Halsey; R. P. Patterson; I. N. Gordon; October 9 A. McSmith; D. E. Lowry; Martha Tuggle; Hugh Nelson; A. L. Stiff; C. Dabney; Paul C. Cabell; I. S. Bap. W. W. Leftiwich; A. Cohn; D. A. Langhorne; I. W. Stuart; Mrs. Mary Hurt; R. W. Crenshaw; S. C. Hurt; October 21 John B. Dabney; John P. Hughes; William Tucker; Judith B. Cardwell; William Owen; Henry D. Flood; P. O. Thompkins; W. C. Perrow; W. H. Hughes; Mrs. Mary w. Fuqua; Billies W. Wilson; R. M. Cock; I. W. Wingfield; John Goode; F. B. Dean (Matt); C. P. North; Daniel Shalton; W. W. Crevor; I. R. McDaniel; October 22 Nancy Legrand; James Harris; A. Wade; October 27James M. Odgen; I. W. Sale; P. W. North; S. W. Isbell; George W. Watson; I. Berry; November 6 W. B. Byars; D. B. Doplins; R. H. Bucknor; R. H. Coghill; W. Leftwich; November 11 W. L. Wyantt (Waller); R. M. Coke (Micayah); M. Allen (William); D. E. Caldwell (Steve); C. M. Garnett (Dick); November 16 W. H. Kinkle (Nelson); Rich Dennis (Clem); November 23 Paul Hulb; John Smelson; November 25 M. M. Williams; Charles H. McCurdy; I. W. McCurdy; John W. McCurdy; J. E. Caldwell; Stephen H. Hove; Mrs. A. E. Dangerfield (John, Tom, Dick); John Smiler (Morris); Mrs. Mary Hush (Newton); I. S. Langhorne (Ralph); December 5 Henry Map; I. M. Wallace; James W. Callahan; December 9 I. M. Gayle; Stokes Tuntal; 1.1. Saunders; A. Wayland; I. Woodson; December 17 Charles Carter (Barney); William Leftwich (Plinnant); Samuel Hobson (Edum); William Hoben (Jeff, Wyatt); Tucker Woodson (Randall); S. R. Tuggle (Berry); Mrs. A. E. Dangerfield; I. S. Langhorne (Ralph); S. A. Fore (Isaac); I. Maupin; Charles Henderson (William); Mrs. L. Allen (Peter); D. D. Mann (William); A. C. Harrison (Farley); I. W. Isbell (Wiatt); Wesley Wright (John); R. C. Gary (Richard); Sarah Wade (Geanville); D. D. Fricklin (Charles); D. James (William); December 25 James Stewart; R. Dalton; R. C. Gary; L. Oglesby; R. C. Gary; John B. Dabney (William); I. E. Caldwell; H. Gunst (John); E. W. Withers (George); H. D. Flood (Dereck); R. R. Tuntall (Darliton); S. B. Poindexter (Andrew); P. C. Cabell (Royal); 1.1. Saunders (Rubin); W. H. Cuark (Emanuel); Dr. W. Owen; A. Hill Brown; Susan A. Campbell; Depres Shiffey; Rob Mitchell (Polk); H. D. Luckett (Bill); Laurind Henderson (Moes); I. L. Brown (George); W. W. Leftwich; H. I. Minor (Phil); R. M. Cox (Macagah); Sam Miller; William Tucker (Creed); James Harris (Ken); S. C. He (Ian); R. B. Tuntall (John); John H. Knight (Mat); E. M. Clayton (Henry); F. A. and G. B. Austin (Gilbert); William Kent (Randal); F. G. Morrison (Ned); R. A. Coghill (John); G. B. Wallace (Willis); D. H. Hoge (Jim, Bob); D. H. Hoge (Ian, Finney); John I. Winn (Ben); G. B. Wallace (lac, Henry); John B. Dabney (Ned); John H. Smith (Jim); E. M. Clayton (Nelson); 1.1. Fricklin (Sites); Seth Healey; Mrs. Sarah Wright (Green); Sam Nowlin (Peter): H. C. Minor (William); W. C. Perrow (John); M. M. Williams (Geo); Seth Halney (Henry); I. M. Gayle; December 29 R. S. Booton; R L. Stiff; I. F. Smitman (Henry); Mrs. Mary W. Furgua (William); A. M. Clapell (Cyrus); G. B. Wallace (Ben); Miles C. Leftwich; R. H. Rucker; Robert Mitchell; E. B. Wallace; I. W. Berry; Susan A. Hobson; Thomas Cox (pp. 490)

No names of owners or slaves: January 31, 1861.

Journal, 1860 -1864

1860 - November 9 C. E. Tuques; Nancy Edger; J. C. Slaughter; F. J. Ballard; November 13 John Stone; L. J. Gordon; W. Waller; W. W. Hanson; November 16 J. W. Sandris; H. H. Wallace; November 22 R. O. Doh; A. C. Hanson; J. H. Davidson; November 27 C. H. Leftwich; Charles Aunspaugh; November 29 S. Crockett; James Hammer; December 3 J. C. Shearer; December 5 R. W. Conner; December 8 H. V. Thompson; December 12 Susan Spiller; December 13 William Daniel; December 18 John Davis (Daniel); W. Leftwich (Micajah, Hanibal); William F. Lucads (Henry); James Metcalf (Carter); M. E. B. Wallace

V.E.2. (32 of 37)

(Emanuel); Elizabeth R. Holloway (Wellis); E. D. Feazer (Mat); A. E. Christian (Spencer); Robert Tinsley (Dick); James Franklin (John); William Preston (Jerry); Rich Taliaferra (Miles, Charles); Marshal Harris (Jim); Henry D. Flood (Anderson, Washington); Margaret Gaddir (John); John J. Moorman (Jacob); James Campbell (Albert, Westley, Edward, Isaac, Stephen); W. C. M. Ghee (Henry); Dr. J. S. Tendleton (William); Charles A. Floyd (Jordan); Nancy Edgar (Davy); C. E. Webb (Daniel); Robert Gibany; Sally M. Lynch; James C. Slaughter (Mason); Ann E. Dangerfield (Jam, Bob, Dick); George P. Luck (Henry); R. W. Conner (Wyatt); John Goode (Buck, Aaron, Martin, Booker, Zack); W. A. Hardy (Henry); Joseph Wilson (William, Briston, Philip, Frederick, Sam); Sam Miller (Jepee); J. J. Blanton; John Deckerson; December 211. H. Wilson (William); W. A. Gilliam; R. A. Coghill (Moses, Alexander); T. T. Saunders (Robert); I. W. Wilson (Sam, Frederick); Seth Haley (Henry, Bob); Washington Hunter (Tom); John Dickerson (Smith); William Leftwich (Jim, William, Hanibal, Jac); J. J. Saunders; James Saunders (Tom); John R. Daniel (Henry); Thomas Trunt (Stephen); Robert Geboning (Hays); December 22 William Hunt (Randal); Thomas Buah (Ben); H. H. Wallace (Pampey); F. G. Morreson (Ned); W. B. Preston (Bob); I. S. Pendleton (Moses); M. R. Hurt (Peter, Tom); John Kay (Tharnton); December 25 G. A. Saunders (Ben, Stephen); W. Waller (George); Mrs. A. M. Saunders (Frank); G. B. Wallace (William, Richard); December 27 J. M. Odgen; J. L. Walker; William Gibboney (Jac); R. A. Hurst (Tom); Kirkwood Otey (Sawney); E. S. Hutter (Bob); N. L. MGinnis (Balis, Sandy, Chat); December 29 T. E. Reynolds; J. D. Pierce; Marc Murrell

No names of owners or slaves: December 3; December 18; December 21; December 22

1861 - January 1 R. C. Gary (John, Dick); R. C. L. Moncuro (Henry, James); John Deckerson (Henry); C. E. Webb (Daniel); W. Waller (Charles); T. Tunt (Stephen); T. Moseley (Archy); H. F. Bocock (Nixon, Jac); R. O. Doj (Bob, Randal, Tom); Col. James A. Hammer (Momot); Daniel Stratton (Patrick); Mrs. E. D. Frazier (Madison); C P. North (Henry); H. D. Flood; I. B. Cruso (Charles); James N. Gordon (John, Jim);:. A. Bagbio (Ben); W. A. leftwich (Sam); D. F. Patterson (Jepes); G. B. Wallace (Henry); Paul Hull (Sam, Jim); 1.1. Blanton (Mitchell, Cooper); Robb Tensly (Coleman, Nat, Peter); R. A. Lee; R. Perkins; W. Hunters; J. M. White; J. Metcalf; C. A. Floyd; J. S. Pendleton; January 2 L. A. Bogbie; C. E. Webb; Thomas Trent; James A. Hammer; I. L. Stiff; I. D. Watthall; I. H. Burns; I. A. Gordon; Clifton Webb; Nancy Conner; James Metcalf; I. S. Pendleton; Thomas Tunt; C. A. Floyd; C. E. Webb; F. S. Thomas; J. M. Cobb; January 3 John N. Jane; J. J. Cocke; A. Nude; S. M. Shepherd; Susan Spiller; W. W. Hanson; Dr. John Minor; Rich Dearing; Seth Halsey; Charles W. Christian; J. M. Cobbs; I. M. Patterson; I. M. Nelson; I. W. Jones; D. Couch; I. T. Hughes; William Tucker; Thomas Mosley; M. L. Harris; John Stone; L. F. Gordon; M. L. Harris; January 5 E. G. Hill; A. B. White; I. B. Layne; 1.1. Switman; I. W. Jones; James Franklin; 1.1. Blanton; I. L. Steptoe; Withers Wallace; John Goode; R. C. Gary; Thomas Wallace; W. E. Patterson; Robert Tinsley; January 7 W. D. Tucker; D. A. Langhorne; W. O. Owen; C. F. Harris; A. E. Dangerfield; A. A. Hudson; John Dickson; H. V. Thompson; John Guy; Paul C. Cabell; R. I. Burney; F. L. Ballard; P. H. Gilmer; A. M. D. Smith; Dr. Charles Wright; Maria Wright; January 8 F. G. Morrison; Joseph Crevos; 1.1. Saunders; P. Noell; Geo P. Luck; January 9 Paul Hill; I. W. Barnett; William Daniel; C. Dabney; Martha Puggle; E. M. Clayton; Paul Hull; January IOCS. Mosby; W. A. Gillian; John S. Cauldwill; Kirkwood W. Otey; Hector Harris; January 11 J. C. Shearus; January 14 E. D. Frazer; D. W. Price; I. F. Gordon; January 15 L. F. Johnson; Elijah Heally; Nancy Edgar; John Hancock; January 16 C. M. Lynch; R. M. Tuliaferro; January 18 D. Stratton; G. P. Locke; I. R. McDaniel; January 19; A. C. Harrison; January 22 I. H. Stone;

V.E.2. (33 of 37)

January 24 W. B. Preston; January 25 W. W. Stickley; I. Monchard; I. C. Slaughter; January 28 J. H. Buford; Sam Newton; H. F. Bocock; January 30 E. Wooduff; February 1 P. Smith; February 4 S. L. Dearing; Sally M. Lynch; February 6 M. N. Buchanan; G. B. Wallace; R. L. Woodson; John Bodkin; 1.1. Kegley; A. Thompkins; Johnson Fitzhugh; H. H. Wallace; E. M. Garock; E. B. Halloway; William Gibboney; February 11 Alex Wade; J. J. Moorman; February 14 H. Cunningham; R. W. Conner; February 19 M. Gaddie; February 20 J. H. Smith; February 22 W. F. Luckady; February 26 A. Pettyjohn; Robert Coghill (Henry); J. B. Wallace (Pat); March 1 I. H. Davidson; William Kent; March 13 W. A. Hardy; G. A. Saunders; March 29 William Tucker; W. W. Roberts; April 1 A. C. White; April 2 T. D. Watthall; F. B. Dear; Wyndham Roberts; M. L. Hardy; I. W. Callahan; 1.1. Burke; C. O. Willis; April 4 Mary R. Willy; James B. Taylor; James P. Scott; April 6 A. A. Hudson; D. G. Hedgman; I. W. Utz; April 8 I. W. Wilson; William Owen; April 13 A. B. White; I. Merchant; S. D. Rice; April 17 W. C. Perrow; April 24 Catherine Gatewood; May 2 Elsey Burke; John T. Davis; T. D. Watthall; July 2 M. L. Harry; Samuel Garland; Emma Crenshaw; July 5 William Daniel; July 8 Jane Ficklin; F. B. Dean; July 12 Lucy Derkins; July 20 G. W. Grounds; W. C. Pemo; July 25 W. A. Payne; August 1 P. F. Camden; August 13 P. B. Tunstell; P. H. Gilmore; September 2 Rich Dearing; September 20 R. D. Moore; October 1 A. G. Cox; October 3 C. Gatewood; October 17 P. D. Cofer; November 11 David Pointdexter (Gabriel); 1.1. Saunders (Henry); John W. Barnett (Doc); James C. Slaughter (Mason); November 22 Samuel D. Rico (Booker); H. W. Hill (Randolph); John Guy (George); December 9 G. B. Wallace (Alex); Charles Henderson (Jerry); C. A. Floyd (James); Seth Halsey (Henry, Winston, Rilly, Bill); C. A. Floyd (Jim, Joshua); William Leftwich (Cagy, Jac, David, Bob, John, Isaac, Edmond, Stephen, Charles); James A. Buchannan (James); December 10 A. M. Pennings (James); Thomas N. Langhorne (Lewis); December 14 John Coats (Abram); December 16 Mrs. Jane Pecklin (Henry); Sally M. Lynch (Daniel); John S. Bah (Jordan, Steve); John Minor (John, Thornton); J. K. Jones (Riland); Charles Henderson (Caster); R. A. Coghill (John, Bill); December 17 N. W. Floyd (Dick); I. F. Camden (Caliborne); H. D. Flood (Ed, Peter, Dick, Wesley, Lewis); Paul C. Cabell (Tom); Archy Wade (Peter); I. H. Miller (Dan); W. Tucker (Frederick); James L. Campbell (Albert, Wesley); E. B. Wallace (Emanuel); R. Charles Wingfield (Clifton); W. H. Trunt (Stephen); Catherine Gatewood (Nennor); 1.1. Burks (Henry); Richard Dearing (Fountam); D. C. Dunn (John, Adam); Michael Wallace (Ewing, Henderson); December 21 Seth Halsey (Vince); R. W. Withers (Flemming); John Dickerson (Calvin, Bob, Smith); R. B. Tunstall (John); T. Smiier (Morris); James Stewart (Claiborne); December 26 John H. Smith (James); Wyndham Robinson (Gilbert); John B. McDaniel (Harry); J. S. Caldwell (Henry); Samuel Miller (King, Rice); N. I. McGinnis (Dan, Penn); I. B. Layne (Martin); December 30 J. C. Walker (Bondurach); J. J. Flicklin (Henry); H. D. Flood (Brunella); A. Boutwell (Warner); J. D. Pierce (Joe); W. C. Perrow (Luke); A. C. White (William); W. W. Roberts (William); Beny Williams (Jacob); M. O. Buchanan (Jack, Wren); R. Tinsly (Abner, Peter, Nat); December 31 H. W. Hill (Randolph); James Franklin (John); John Guy (William, George); I. H. Stone (George)

No names of owners or slaves: January 1; January 2; January 3; January 5; January 7; January 9; January 10; January 11; January 15; January 18; January 19; January 25; January 28; January 30; February 4; February 6; February 11; February 14; February 20; February 22; February 26; March 5; March 13; March 29; April 1; April 2; April 4; April 6; April 8; April 13; April 22; April 24; April 30; May 1; May 6; May 8; May 13; May 16; May 20; May 24; May 29; June 1; June 4; June 22; June 29; July 1; July 2; July 3; July 5; July 8; July 10; July 12; July 17; July 18; July 20; July 27; July 31; August 1; August 5; August 8; August 15;

V.E.2. (34 of 37)

August 26; August 31; September 2; September 6; September 11; September 18; September 20; October 1; October 2; October 3; October 4; October 5; October 9; October 11; October 12; October 15; October 17; October 19; October 23; October 26; October 30; November 11; November 14; November 15; November 19; November 22; November 26; December 9; December 10; December 16; December 17; December 21; December 25; December 26; December 30; December 31

1862 - January 2 I. B. Layne; Ann E. Eubanks; January 3 C. F. Harry; A. M. Purning; J. A. Watkins; January 4 Paul C. Caleb; Alice Murrell; M. M. Williams; January 7 H. B. Bucker; Sam Garland; January 10 H. V. Thompson; January 14 Henry Dunnington; January 16 W. F. Yingling; January 18 John Smelson; Lucy Pirkins; W. M. Mcoy; January 241. W. Basnett; January 28 William Owen; W. A. Payne; W. A. Cump; H. H. Lewis; January 30 R. W. Brown; February 1 H. G. Mglue; A. M. Glapell; April 7 M. Ruark; April 12 J. H. DeJarnett; April 16 J. B. Jopling; April 19 A. Cohn; June 2 A. A. Legrand; July 1 I. Yonce; July 3 S. O. Yewell; August 1 N. N. Floyd (Dick, Jack); August 21; S. Butterford; L. Poatoright; W. E. Eakin; November 10 H. H. Wallace (William); James M. Ogden (Baubin); W. H. Trent (Stephen); P. C. Cabett (Willis); Charles A. Floyd (Henry); John Woodson (Pauph); C. Dabney (Sulivan, Sam); R. A. Coghill (Charles); Paul Hull (James, Sam); Thomas Mosley (Archy); W. N. Isbell (Nash); R. P. Jenny (James); G. W. Clement (John); J. R. Tinsley (Cain); John Minor (Barney); Henry L. Tuggle (Philip); John H. Smith (Jim); H. D. Akee (Isaac); H. D. Flood (Brunella, Thompson); W. A. Gillian (Charles); F. O. Thompkins (Abraham); Mary D. Buchannan (James, Henry, William); George D. Davis (Ambrose, Booker, Steve); I. E. Bale (Joshua); J. S. Harris (Ned); Allen Ogden (Jodran); I. A. Fingerson (William); Tammy A. Stipler (Farley); Charles Henderson (Henry); Jim I. Finkle (Henry, Bob, Jack, Charles); Robert Peter (Elem); R. A. Rucker (Moses, Giles); W. A. Houff (Lewis); A. Cohn (Charles); John C. Washington (William); December 16 R. C. Sutton (Sam); December 20 I. L. Schoolguild (George); R. Mitchell (Polk)

No names of owners or slaves: January 2; January 3; January 4; January 7; January 8; January 10; January 14; January 15; January 16; January 18; January 20; January 24; January 28; January 30; January 31; February 1; February 4; February 8; February 11; February 13; February 17; February 19; February 22; February 28; March 14; March 17; March 18; March 25; March 28; March 31; April 1; April 3; April 7; April 9; April 11; April 12; April 16; April 19; April 21; April 24; April 28; April 29; May 1; May 5; May 8; May 10; May 12; May 13; May 14; May 16; May 19; May 21; June 2; June 16; June 27; July 1; Juiy 3; Juiy 8; July 14; July 16; July 19; July 28; July 31; August 1; August 9; August 12; August 15; August 21; August 27; August 30; September 1; September 6; September 14; September 19; September 30; October 1; October 3; October 7; October 13; October 17; October 21; October 24; October 29; October 31; November 1; November 4; November 8; November 10; November 11; November 13; November 15; November 17; November 22; November 27; December 1; December 6; December 16; November 20; December 23; December 25; December 26; December 29; December 31

1863 - January 2 C. P. Hort; March 14 Henry Dunnington; November 2 Mrs. E. H. Withers

No names of owners or slaves: January 1; January 2; January 6; January 9; January 13; January 16; January 19; January 23; January 30; February 16; February 20; February 24; February 28; March 4; March 11; March 20; March 31; April 3; April 10; April 15; April 20; May 6; May 9; May 23; June 6; June 13; June 20; July 1; July 7; July 13; July 17; July 24; July 31; August 5; August 11; August 17; August 25; September 1; September 11; September

V.E.2. (35 of 37)

14; September 19; September 30; October 9; October 24; October 27; November 6; November 19; November 28; December 1

1864 - January 2 F. A. Deaton (Henry); Rich Dennis (Cole, Alex); Daniel Hage (Dennis); H. D. Flood (Edmond); January 23 C. E. Gary (Richard); January 25 William Kent (Randal); January 28 L. Stiff (Allen); March 18 Laura Anderson; March 28 J. W. Isabell

No names of owners or slaves: January 1; January 5; January 7; January 12; January 15; January 19; January 23; January 28; January 29 January 31; February 9; February 17; February 29; March 18; March 28; March 31

Journal, 1861-1864

July 1, 1861 - January 1862: W. Wingfield to Francis J. Morrison for negro hire.

No names of slaves or owners or slaves: March, July, May, September 1863; January 1864.

Journal, 1861-1864

1861 - July 1 John W. Wingfield; John P. Hurley; John Muse

No names of owners or slaves: August 31, September 3; September 26; October 12; October 28; November 1; December 31

1862- A. Pettyjohn; James C. Deyule; Mayo David; William B. Byrnes; David Graham; John Wygal; Henry Clark; William P. Bilbo; T. B. Lane; James Broady; Hayman L. Lange; John June; Isaac Harrison; Thomas W. Daist; John W. Holt; James W. Williams; E. H. Erons; Joseph Corrism; Soloman Buck; Andrew J. Deyanlo; Joseph James; Joshua P. Davidson; H. H. Chilton; October 1 Richard H. Larry; Joseph H. Bendolph; Smith J. Herwood; John B. Davis; John H. Phelps

No names of owners or slaves: January 1; January 31; February 28; March 31; June 30; July 1; October 1

- January 1 H. H. Stickley; W. W. Robberts; Charles Wingfield; October 16 Richard P. Gillian; Robert A. Paid; Mason H. Jarench; John P. Steptoe; William F. Lowns; December 11 Benjamin P. Browning

No names of owners or slaves: January 1; March 31; April 30; May 30; June 30; October 16; December 11

- January 11 Charles A. Floyd; May 31 Robert O. Brayson; Carlisle Henderson; Rhodes Hilton; Thomas D. Jellis; Milton M. Lowry;

No names of owners or slaves: June 30

Journal, 1862 -1868

December 31,1864: James L. Campbell (Wesley, Isaac, Stephen); M. L. Harris; James Johnson.

Journal No. 8, July 2,1864 - June 30,1867

No names of slaves.

V.E.2. (36 of 37)

Transactions from Negro Hire Account:

- July 2 M. C. James Jr.; John W. Wingfield; Francis B. Deane Jr.; Justin K. Moore; James M. Kelp; Williams and Sowers; Johnston and Cassell; Williamd J. Swanson; Richard W. Robinson; William T. Granny; Samuel T. Williams; August 11 Saloman Herman; James Meaning; Richard W. Robinson; August 11 Colin Baseport; Beukin B. Davis; James C. Saughten; August 23 John W. Wingfield; Buefor Kent; B. S. Tinkle to John S. Hickey; October 28 Cobbs Mellingrice; M. B. Somey.
- January 31 Clayton S. Filler. Ledger B, April 1864 - May 1868

No names of slaves. Combined entries for amounts paid to named owners and aggregate amounts paid.

April 6-8 George W. Clement; 9,11,12 James M. Williams; 13,14,18 Francis B. Winston;

20, 21, 23 Martin Hollins; 25 J. McDearman; 26; May 2, 4, 5, J.B. Howlin; 6, 7, 10, 13 J.W. Pettygrew; 18 Edward Scott; 30 A.C. Harrison; June 4, 6 P.E. Caldwell; 9 J.B. McClung; 10 W.A. Hardy; 11,27, 30; July 1, 2, 4-7 R. T. Saunders; 8 John R. McDaniel; 9, 11-16, 18,22,23 Ann M. Saunders; 25, 27-30; August 2-4 Jim Johnston; 5 Davis Poindexter; 6, 8, 10, 12, 15, 16, 18, 19, 22 T. Hardy; 27 William Penow); 29; September 1 Thomas P. Mitchell; 8, 10, 20 James Campbell; 22, 23; October 1, 3-8,11-13, 15,17-19,21, 22, 25, 28; November 1, 5, 9-11, 14 Ann E. Dangerfield; 18, 22 Nancy L. Jones; 24, 25, 29 A.G. Harrison; December 1-3 T. Dodamead; 7,12-15,19,20, 26-28,1864; January 2-7, 9-14, 16-21, 23, 25; February 6 J. D. Williamson; 11,13,17, 18, 20-24, 28; March 13 J.R. McDaniel;
21, 23, 30,1865; May 8, 1865 R. Pollard.

V.E.2. (37 of 37)

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: Norfolk Southern Corporation

Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:

[ ] the Applicant

&4 a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the Applicant in which the Disclosing Party holds an interest: Norfolk Southern Railway Company

3. [ ] a legal entity with a right of control (see Section II.B. 1.) State the legal name of the entity in

which the Disclosing Party holds a right of control: ■

 , . Three Commercial Place

Business address of the Disclosing Party:

Norfolk, Virginia 23510

^ ~ , , 757-629-2836 757-629-2607 Thomas.Ambler@nscorp£«rn

Telephone: Fax: ' Email:

_ Thomas W. Ambler

Name of contact person:

E. Federal Employer Identification No. (if you have one):

F. Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to

which this EDS pertains. (Include project number and location of property, if applicable):

Acquisition of 105 eity-owned lots in the vicinity of 59th and Normal

 ,,_. _M ... ^Dept.ofHousing & Economic Developmtrt

G. Which City agency or department is requesting this EDS?

If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:

Specification # and Contract #

Ver. 01-01-12

Page 1 of 13

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS

A. NATURE OF THE DISCLOSING PARTY

1. Indicate the nature of the Disclosing Party:

] Person [ ]

*] Publicly registered business corporation [ ]

] Privately held business corporation [ ]

] Sole proprietorship [ ]

] General partnership (Is

] Limited partnership

] Trust []

Limited liability company Limited liability partnership Joint venture

Not-for-profit corporation

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:

Virginia

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 H No [ ] N/A

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).

Name Title

Charles W. Moorman Director, Chairman, President & Chief Executive Officer

Mark D. Manion Executive Vice President and Chief Operating Officer

Deborah H. Butler Executive Vice President Planning & chief Information Officer

James A. Hixon Executive Vice President Law and Corporate Relations

(♦Continued on Attachment II.B.l.a) ' '

Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,

Page 2 of 13

Name Business Address Percentage Interest in the

Disclosing Party

None

SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS

Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?

[]Yes No

If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):

N.A.

SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

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 13

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.

. N.A.

(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

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 n No [x] 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

Page 4 of 13

The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. 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, within a five-year period preceding 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 clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding 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 certifications in subparts 3, 4 and 5 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 five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:

1. 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;
2. 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
3. made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).

Neither the Disclosing Party, 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 any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
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:

A number of the questions in the City of Chicago's Economic Disclosure Statement and Affidavit (the "EDS Statement")

appear intended to solicit information from smaller organizations where all of the knowledge of that organization's

activities resides among a handful of people rather than to a large publicly-traded corporation like Norfolk Southern

Corporation ("NSC"), which owns Norfolk Southern Railway Company ("NSR," and together with NSC and NSC's other subsidiaries, "Norfolk Southern") . . . ('Continued on Attachment V.B.6)

Page 6 of 13

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.

Tijuana Williams, David Martin Slavina, and Jaraille Vontrell Babbitt (all former employees of

Chicago)

t4A

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 Section 2-32-455(b) of the Municipal Code.

If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:

Page 7 of 13

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 INTEREST IN CITY BUSINESS

Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.

In accordance with Section 2-156-110 of the Municipal Code: 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 [*)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., 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 interest and identify the nature of such interest:

Name Business Address Nature of 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 paragraph 2. Failure to

Page 8 of 13

comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.

1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of

* 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:

references to slave labor have been included in this list . . . ("Continued on Attachment V.E.2.)

SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

A. CERTIFICATION REGARDING LOBBYING

N.A.

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 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.

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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".
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

Is the Disclosing Party the Applicant?

[ ] 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 [ ] 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

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:

Page 10 of 13

SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE

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 and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances 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 the applicable ordinances.

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 transactions with the City. 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 on this EDS and any attachments to this EDS may be made available to the public 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.

E. 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 Article I of

Chapter 1-23 of the Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified

offenses), the information provided herein regarding eligibility must be kept current for a longer period,

as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.

The Disclosing Party represents and warrants that:

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F. 1. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.

NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.

CERTIFICATION

Norfolk Southern Corporation

(Print or type name of person signing)

Executive Vice President-Law and Corporate Relations

(Print or type title of person signing)

Page 12 of 13

(Print or type name of Disclosing Party)

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AvND DEPARTMENT HEADS

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

Page 13 of 13

ATTACHMENT II.B.l.a

James A. Squires Donald W. Seale John P. Rathbone Daniel D. Smith Howard D. McFadden Gerald L. Bailies Thomas D. Bell, Jr. Erskine B. Bowles Robert A. Bradway Wesley G. Bush Daniel A. Carp Alston D. Correll Karen N. Horn Burton M. Joyce Steven F. Leer Michael D. Lockhart J. Paul Reason

Executive Vice President - Administration

Executive Vice President and Chief Marketing Officer

Executive Vice President and Chief Financial Officer

Senior Vice President

Corporate Secretary

Director

II.B.l.a (1 of 1)

ATTACHMENT V.B.6

The following two paragraphs are responsive to Certification V.B.I .e. on page 5

Norfolk Southern is subject to extensive applicable federal, state, and local environmental laws and regulations. Norfolk Southern is, from time to time, investigated by these and other regulatory agencies in the ordinary course of business. Norfolk Southern cooperates with all government agency investigations. Due to the scope of its operations and the number of employees, however, Norfolk Southern cannot provide information regarding all such investigations without undue effort or expense, if at all. The list of certain investigations found attached in Table V.B.I .e -A is that information that Norfolk Southern was able to identify without undue effort or expense.

However, attached in Table V.B.l.e - B, is that information which can be secured without undue effort or expense.

V.B.6. (1 ofl)

TABLE V.B.l.e-A

Parti

In April, 2008, the United States Department of Justice filed suit against Norfolk Southern Railway Company seeking civil penalties and injunctive relief under the Clean Water Act and the Comprehensive Environmental Response, Compensation and Liability Act, related to the Jan. 6,2005 derailment in Graniteville, S.C, and associated release of chlorine into the atmosphere. In April, 2010, the parties reached a consent decree settling the lawsuit, subject to court approval. In the consent decree, Norfolk Southern agreed to pay a civil penalty of $4 million, to undertake emergency response training and undertake a supplemental environmental project. There is no admission of liability.
On Oct. 19, 2006, the Pennsylvania Department of Environmental Protection (PDEP) issued an assessment of civil penalties against Norfolk Southern and filed a complaint for civil penalties with the Pennsylvania Environmental Hearing Board (EHB) requesting that the EHB impose civil penalties upon Norfolk Southern for alleged violations of state environmental laws and regulations resulting from a discharge of sodium hydroxide that occurred as a result of the derailment of a Norfolk Southern train in Norwich Township, Pennsylvania, on June 30, 2006. PDEP's actions sought to impose combined penalties of $8,890,000 for alleged past violations and $46,420 per day for alleged continuing violations of state environmental laws and regulations. Norfolk Southern appealed the fines to the EHB. The Pennsylvania Fish and Boat Commission sought financial restitution for damages alleged to have been caused by this accident. In addition, the Pennsylvania Attorney General and the McKean County District Attorney filed three misdemeanor charges for alleged violations of state environmental and aquatic resource protection laws and regulations. Norfolk Southern has entered into a settlement agreement with all Commonwealth of Pennsylvania parties, pursuant to which all claims by the Commonwealth for civil liability resulting from the derailment and spill were resolved, with Norfolk Southern agreeing to pay approximately $7.35 million in restitution to compensate for all natural resource damages and the agencies' response costs caused by the derailment and spill. Norfolk Southern also pled no contest to the three misdemeanor charges and paid fines in the amount of $250,000 to resolve them.
On July 13, 2007, Norfolk Southern received a subpoena from a state grand jury requesting documents and materials relating to the company's setting of fuel surcharges. Norfolk Southern cooperated with the state in its investigation, and has been notified that the state decided not to move forward with its investigation at this time, while reserving its right to re-open the matter in the future if it decides circumstances so dictate.
On August 15, 2007, Norfolk Southern entered into a Consent Assessment of Civil Penalty (Consent Assessment) with the PDEP, resolving alleged violations of the Clean Streams Law, the Solid Waste Management Act, the Hazardous Sites Cleanup Act, and the Air Pollution Control Act, and regulations promulgated thereunder. The Consent Assessment resolved three Notices of Violation (NOVs) received for alleged violations associated with spill incidents in Bell Township, Creighton, and

V.B.l.e-A (1 of 7)

New Brighton, Pennsylvania, as well as other issues not subject to NOV. Specifically, on December 29, 2005, Norfolk Southern received a NOV related to a January 5, 2004 derailment near the village of Truxal in Bell Township, which had resulted in the release of shelled corn, lubricating oil, and diesel fuel. On July 1, 2005, Norfolk Southern received a NOV related to a January 31,2005 derailment near Creighton in East Deer Township, which had resulted in the release of hydrogen fluoride. On October 26, 2006, Norfolk Southern received a NOV related to an October 20, 2006 derailment on and near the railroad bridge between Beaver Falls and New Brighton, which had resulted in the release of ethanol. The other two matters related to a 2003 diesel fuel spill caused by an outside contractor in Union Township and a number of spill incidents arising from September 8, 2003 to the date of the Consent Assessment from Conway Yard in Conway Borough. A civil penalty in the amount of $575,000 was paid to the Commonwealth of Pennsylvania, Clean Water Fund on September 12, 2007 in settlement of these incidents.

Norfolk Southern entered into a Consent Order on or about March 12,2008 with the Georgia Department of Natural Resources Environmental Protection Division in connection with certain alleged violations of the storm water general permit requirements applicable to land disturbing activities associated with a September 2007 track siding extension project in Gordon County, Georgia. Among other things, Norfolk Southern mistakenly submitted the permit fee in April 2007 to the same address used for the application. Under the consent order Norfolk Southern agreed to implement best management measures and to have its erosion and sedimentation control plan certified. Norfolk Southern paid a penalty of $4,500. The EPD inspector was pleased overall with the stability of the project.
Norfolk Southern was sued by the State of Illinois in connection with a derailment that was caused when a Union Pacific train improperly entered an interlocking and struck a Norfolk Southern train in Momence, Illinois on November 24,2005. As a result of the collision, diesel fuel was released from the locomotives of both trains and certain limited amounts of other hazardous and non-hazardous materials were released from rail cars. The State of Illinois sued both Norfolk Southern and Union Pacific alleging various violations of environmental laws as a result of these releases and demanding penalties and other relief. This case was settled for a non-penalty payment ot $y,y\j\j in January, zoiu.
On approximately May 15, 2008, Norfolk Southern was notified by PDEP that the agency assessed a $24,000 penalty against it for alleged violations of the Pennsylvania Storage Tank and Spill Prevention Act. PDEP claims that during an inspection at Conway Yard, Conway, Pennsylvania, it discovered several testing and recordkeeping violations. The penalty assessment was appealed and a final settlement reached with PDEP that resulted in a Consent Assessment of Civil Penalty for a $12,000 fine.
On May 14, 2008, the United States Coast Guard issued a Notice of Violation in connection with a sheen of oil that resulted from a gasket failure on the land arm swivel joint of a manifold connecting to a fuel barge at Conway Yard. A boom was immediately deployed by Norfolk Southern forces and the swivel joint was taken out

V.B.l.e-A(2of7)

of service. Less than one gallon of fuel was estimated to be released. The Coast Guard's NOV assessed a $250 penalty, which was paid.

Ohio EPA cited Norfolk Southern for the railroad's failure to file a Large Quantity Generator ("LQG") Report on August 6,2008 in connection with a one-time hazardous material spill cleanup event at Columbus, Ohio. The failure to file was inadvertent since the yard facility ordinarily is a small quantity hazardous waste generator. The railroad late filed the LEQ report and has requested the State to delist the yard as a LQG. No penalty was assessed.
On August 20, 2009, Norfolk Southern entered into two Consent Agreements with U.S. EPA Region 4, resolving two alleged violations of the Clean Water Act associated with two separate releases of fuel oil locomotive fuel tanks which were accidently breached by a master shoe retarder in Norris Yard, Irondale, Alabama. Norfolk Southern paid a total of $9,000 in penalties in these two dockets.
In April and May 2008, the New Jersey Department of Environmental Protection issued a Notice of Violation and an Administrative Order and Notice of Civil Administrative Penalty Assessment, respectively, alleging that Norfolk Southern violated provisions of its New Jersey Pollutant Discharge Elimination System Permit at its Elizabeth City, NJ rail terminal. Norfolk Southern immediately corrected any potential noncompliance issues and in November 2008, paid a penalty of $5,000.
The United States Coast Guard issued a Notice of Violation in connection with the failure of a float level control switch at a waste water treatment plant pumping station that released approximately 500 gallons of oil and resulted in a light sheen on the Ohio River on December 18, 2009. An immediate response was undertaken to the release and the control switch was repaired. The Coast Guard's NOV assessed a $1,500 penalty, which was paid.
The United States Coast Guard issued a Notice of Violation in connection with the release of diesel fuel from a valve on a loading dock that created a sheen on the Ohio River on March 2, 2010. An immediate response to the release was undertaken. The Coast Guard's NOV assessed a $500 penalty, which was paid.
In late August 2010, as a result of an inspection by the Pipeline and Hazardous Materials Safety Administration, Norfolk Southern received a Notice of Probable Violation, Civil Penalty Assessment and Proposed Compliance Order (NOV) for alleged violations related to the operation and maintenance of a fuel pipeline in Macon, GA, including alleged recordkeeping deficiencies. A penalty of $98,600 was paid on July 19, 2011 pursuant to a Final Order. Two additional Notices of Probable Violation and a Notice of Amendment were received in February 2011. On August 18, 2011 an additional penalty of $77,500 was paid pursuant to a Final Order. Norfolk Southern has since retained a third party operator for this pipeline, thus resolving the alleged deficiencies.

V.B.l.e-A (3 of 7)

Southern at the facility. A final Consent Order was entered by the Court on August 11, 2011 that provided for final relief and the payment of an $115,000 penalty.

V.B.l.e-A (4 of 7)

Part 2

Month/Year Received

May, 2012 April, 2012 April, 2012 April, 2012 January, 2012 January, 2012 January, 2012 January, 2012

Location

Austell, GA Harrisburg, PA Georgetown, KY Melvindale, MI Rossville, TN Arcadia, OH Elkhart, IN Cresson, PA

Alleged Violations/ Violations '

POTW Permit violation Sanitary Sewer Overflow

KPDES Stormwater Permit violation (9/27/11 inspection)

Fugitive dust violation, blast-cleaning AST w/o approved BMPs

Alleged violation of stormwater construction permit

Unpermitted discharge from train derailment

NPDES Permit violation (11/23/1 ] inspection)

AST, external coating failure, corrosion (11/10/11 inspection)

December 2011 November 2011 November 2011 October 2011 October 2011 September 2011 August 2011 July 2011 July 2011 June 2011 May 2011 May 2011 May 2011

Feb 2011 /April 2011 February 2011 February 2011 February 2011 February 2011 February 2011 February 2011 February 2011 February 2011 February 2011 February 2011 January 2011 January 2011

December 2010 December 2010 November 2010 October 2010 September 2010 July 2010 Juiy 2010 June 2010 May 2010 April 2010 April 2010 April 20)0 April 2010 April 2010 March 2010 February 2010 February 2010 February 2010 January 2010

January 2010 January 2010

December 2009 September 2009 September 2009 August 2009 August 2009

Manville, NJ Manville, NJ Elkhart, IN Conway, PA Decatur, IL Charlotte, NC Institute, WV Portsmouth, OH Roanoke,, VA Portlock, VA Rock, WV Chicago, IL Decatur, IL Vanzant, VA Maintland, WV Belle, WV Norfolk, VA

Elkhart, IN (85-27 Monthly) Knoxville, TN

West Point, VA

Elkhart, IN (85-27 Monthly)

Ashtabula, OH

Elkhart, IN (85-27 Monthly)

Durham, NC

Jeanette, PA

Waynesburg, PA

Alleged solid waste violation @ TBT Transloading Facility

Alleged violation of stormwater construction permit

Fab Plant WWF POTW permit noncompliance

WWF POTW permit noncompliance

Enola Yard - WWF NPDES permit noncompliance

POTW violation- no advance notice of flowmeter totalizer reset

WWF POTW permit noncompliance

Degradation of DO due to derailment related release

Ethanol discharge to surface water during cleanup

Noncompliance notice for unregistered AST

Storage tank system noncompliance

Diesel shop - Hazardous waste inspection noncompliance

Line of road - Embankment erosion

Material Yard Shop - Asbestos citation

Forrest Yard - POTW permit noncompliance

Odor from train

Linwood Yard - WWF permit noncompliance Fueling facility WWF permit noncompliance Oil release

Third party illegal open dumping

Late payment of fees

Ethanol Discharge to surface water

Inman Yard WWF POTW permit noncompliance

Fab Plant WWF POTW permit noncompliance

Odor from train Odor from train

Total copper exceedence NPDES permit limit

Release of 50 gallon s of lube oil

WWF POTW permit noncompliance

Incomplete SWP 3 monitoring

Lube oil release

Diesel fuel release

Lube oil release

Failure to perform stormwater benchmark monitoring

Hydraulic oil release

Lube oil release

Lysine tank car release

Diesel fuel release

Coal release

Dimethylformamide vapor release

Failure to file updated signatory authorization

Total copper exceedence NPDES permit limit

Improper labeling of containers for waste batteries and waste

fluorescent lamps

Fuel oil release

Total copper exceedence NPDES permit limit

Coal dock (TSS exceedence NPDES limit)

Total copper exceedence NPDES permit limit

Alleged late reporting of sodium hydroxide spill to the NRC

Diesel fuel from ruptured locomotive fuel line

Coal dust release from coal hopper

V.B.l.e-A(5 of 7)

July 2009 July 2009 July 2009 July 2009 July 2009 April 2009 April 2009 March 2009 March 2009 February 2009 January 2009

November 2008 November 2008 October 2008 September 2008 July 2008 July 2008 July 2008 June 2008 June 2008 June 2008 May 2008 May 2008 May 2008 May 2008 January 2008

Conway, PA Conway, PA Conway, PA Waynesburg, PA Pittsburgh, PA Harrisburg, PA East Pennsboro, PA Granite City, IL Goldsboro, NC Columbus, OH Ashtabula, OH

Carlyle, VA Granite City, IL Macon, GA-Car Wash Bluefield, WV Norfolk, VA - Car Norfolk, VA - Loco Ashtabula, OH - Coal Dock Pickshin, WV Conway, PA Belvidere, NJ

Roanoke, VA (Shaffers Xing) Elizabeth, NJ - Intermodal Conway, PA Conway, PA Linwood, NC

Conway Yard (NOV for 10 gal. diesel fuel on May 14)

Conway Yard (NOV for 20 gal. diesel fuel on May 14)

Conway Yard (NOV for 15 gal. lube oil on May 6)

Diesel fuel spill from truck caused by grade crossing accident

Highland Ave. Yard (10 gal. hydraulic oil spill from locomotive)

Lucknow Yard (AST exceptions)

Enola Yard (AST exceptions)

Failed to dispose.of old crossties in timely manner

Release of diesel fuel

Failure to submit 2007 Haz.Waste Annual Rpt. Fugitive dust/wash water.-bridge/river

DEQ refusing to terminate permit

3^r(1 party dumping on non-operating real estate property

Repl. flow meter w/out prior notification

Improper labeling of drums

Late submittal

Coal fines in facility runoff

Illegal 3^rt party dumping on NS property

AST spill during fuel barge unloading

Illegal dumping trash and debris

Failure to comment on inspection report

Runoff from salt storage

Tank testing and recordkeeping

Petroleum release

Phenol Exceedence - October 2007

October 2007

Allentown, PA

Unregistered AST

V.B.l.e-A (6 of 7)

Thi,

of?)

*(7

TABLE V.B.l.e-B

Juniata. PA

On or about January 18,2008, OSHA issued a Citation and Notification of Penalty to Norfolk Southern regarding its Juniata facility. The Citation was resolved with OSHA through an Informal Settlement Agreement dated February 14,2008. The alleged violations which are the subject of the Informal Settlement Agreement involve the implementation of administrative or engineering controls to reduce exposure to copper and iron oxide during welding operations; the provision of information and training concerning hexavalent chromium; training concerning potential exposure to lead; and the provision of separate storage facilities for street clothes and protective clothing. All of these violations were classified as Other Than Serious and there was a total penalty of $1,500.

Portsmouth. OH

On or about March 18, 2008, OSHA issued a Citation and Notification of Penalty to Norfolk Southern regarding its Portsmouth facility. The alleged serious violations contained in the Citation related to the OSHA requirements concerning electric power generation, transmission and distribution under 29 CFR 1910.269. This matter was settled by stipulation and agreement on May 15, 2008, with a penalty payment of $20,000. The descriptions of certain alleged violations were amended, the citation relating to accident reporting was withdrawn (since NSRC is subject to DOT reporting requirements) and all items were abated by October 8, 2008.

Baltimore. MD

V.B.l.e-B(l of 1)

ATTACHMENT V.E.2.

Blue Ridge Railroad Company

Report to the Directors, November 1857

No names of owners or slaves.

Central Rail Road and Banking Company of Georgia Report to the Directors May 1839

No names of owners or slaves.

Report to the Directors' December 4,1839

No names of owners or slaves.

Charlotte and South Carolina Rail Road Company Proceedings of the Stockholders' October 10,1849

No names of owners or slaves.

Proceedings of the Stockholders' November 18,1852

Proceedings of the Stockholders' February 8,1854

S. Patton; E. W. White; John F. Irwin; E. O. Elliott; J. Westmoreland; Thos. J. Grier; James Bynum; William Boyee; H. W. Yongue; J. P. Ross; John L. Younge; J. M. Doby; Thomas L Rosborough; C. J. Duffie, Adminis'r; Mrs. C. Z. Mills; W. D. Henry; A. Pinchback; Wm. R. Myers; Robert H. Stringfellow; Thos. W. Moore, Admr.; P. M. Brown;
A. Dargan; J. Henderson.

Table C - Cost of Road - No names of owners or slaves.

V.E.2. (1 of 37)

Proceedings of the Stockholders' February 9,1859

The Road reported that it owned 11 slaves. No names of slaves.

Proceedings of the Directors' 1860

"From this fund liberal expenditures have been made during the year, embracing ... $1 for two slaves, George, a painter, and Alexander, a pump hand..."

Proceedings of the Directors' 1862

"From it is also to be deducted the cost of about 1000 bales of cotton and 40 slaves, purchased for the use and benefit of the Company..."

Annual Report January 20,1864

No names of owners or slaves.

Chesterfield Railroad Company

Report to the Board of Public Works, 1834

No names of owners or slaves.

Report to the Board of Public Works, 1841

No names of owners or slaves.

Report to the Board of Public Works, 1843

No names of owners or slaves.

Report to the Board of Public Works, 1844

No names of owners or slaves.

Report to the Board of Public Works, 1846

No names of owners or slaves.

D nnnrt tn tho Rngrd nf PuH1ir> Wnrbc 1 HAQ

IWpi/l % ».vr la aa^vmi w vra m. uunv v » v» a .»v p

No names of owners or slaves.

Report to the Board of Public Works, 1850

No names of owners or slaves.

City Point Railroad Company

Report to the Board of Public Works, December 7,1838

No names of owners or slaves.

Columbia and Hamburg Railroad Company Report to the Stockholders' 1864

No names of owners or slaves.

V.E.2. (2 of 37)

East Tennessee and Georgia Railroad Company Report to the Directors' June 30,1860

Greenville and Columbia Railroad Company Report to the Stockholders' January, 1857

No names of owners or slaves.

Louisville, Cincinnati, and Charleston Railroad Company Report to the Stockholders' and Directors' September 1840

No names of owners or slaves.

Memphis and Charleston Railroad Company Board of Directors Minutes, 1860 -1872

Minutes, January 21,1861: Mr. Crutcher Report to the Directors' March 1,1855 No names of owners or slaves. Report to the Directors' July 1,1857 No names of owners or slaves. Report to the Directors' July !, 1859 No names of owners or slaves.

Mobile & Ohio Railroad Company

Annual Reports, 1847 - 1863

Proceedings of the Stockholders' May 9,1853

No names of owners or slaves.

Proceedings of the Stockholders' February 26,1855

Table - Casualties of 1855: April 17th. Negro Jack, on pile-driving train, fell between the cars and was killed.

Otherwise no names of owners or slaves.

V.E.2. (3 of 37)

Proceedings of the Stockholders', February 26,1859

Table - Casualties of 1859: July 14.Two negro children belonging to Mrs. Hornsburger. Otherwise no names of owners or slaves. Proceedings of the Stockholders', April 21,1963

"We have also purchased sixty negroes, now in the service of the Road "

Otherwise no names of owners or slaves.

North Carolina Railroad Company Proceedings of the Directors' 1862

1862 - John Trollinger (Anderson, Alfred); Richard J. Ashe (Sam, Tom); Archibald Borland (Priam); J. A. Faucett (Isaac); J. S. Turrentine (Sam); Stephen T. Forrest (Ben); T. M Crossan (Robert, Alfred, Aleck, Willis, Plot, Mat, Charles, Horace, Bob, Douglas, Joe); John T. Williams (Joe, Henderson, Brown, Solomon, Eaton, Tom); W.C. Williams (Tom, Lew, Yadkin, Cass, Isom, Albert, John); James N. Patterson (Hubbard); Jesse Grant (Jim, Harrison); W.J. Murray (Stephen, Charley); R.M. Sanders (Henry, Spencer); W.C. Williams (Haywood, John, Gaston); Jacob Holt (Pleasant); S.H. Hood (Bill, West); J.F. Ellington (Willis); William Ellis (Haywood); B.M. Isler (Louis, Henry, Tom, Peter); William K. Lane (Duncan, Henry, Jacob, John, Ben); P.C. Cameron (Reddin, Isaiah, Luke, Bob, Fetter, Fenton, William, Weldon, Wellington, John, Robin, Preston, Humphrey, Turner, Nathan, Kinchen, Rowland, Oliver); Mrs. Susan Mebane (Ruffin, Dick, Aleck); J.B. Balsley (Henry); W.N. Pratt (Paul, Sam, Perry); Wesley Robinson (John, John II, Jack); Mrs. D.F.J. Hill (Ben, Bill, Hardy, Ben); W.J. Allen (Henry, Sawney, Jacob, Eason, Edmund); R.D. Paschall (Beckham, Bob); G.E. Badger (Adam); T.H. Atkinson (Simon, Arnold); George Little (Sam, John, Henry II, Henry, Mills, Henry I, Charles); Mrs. L.D. Sasser (Wash, Tom, Jerry); J.M. Plamer (Henry); A.J. Heather (Cain, Green); Mary E. Holt (Haywood); Bryan Smith (George); James Pierce (Jim, Chap); W.T. Dortch (Warren); James Campbell; L.O.B. Branch (Major); S.A. White (Peter); W.F. Askew Jones, Henry, Dennis, Haywood, Marion, Wilson, Jerry, Abraham); J.F. Clark (Sylvester, Anson, Prive, Prince, Mars, Roden, Alexander, Thomas); Ben J. Parmalee (Ben, James, Henry, Harmon, Allen, Simon); Isaac Kelley (James); Mary E. Jarvis (Abraham); John H. Smaii (Jacob); Mrs. S.A. Carraway (Cesar, Stephen); Mrs. Susan Allen (Henry); A. Henderson (Ike, Levi, Frank, Julius); Dr. R. Hooker (Mordecai, Cyrus, Willy); W.B. Dunn (Charles, John); H.W. Montague (Henry, James, Jeff, Moses, Sidney); Mrs. Sarah L. Hogg (Henry, Joe, Lee); Mrs. John Sloan (James); Phoebe Taylor (Robert, Richard, John); William C. Blount (Stephen, Jacob, Dave, John); Dr. E.H. Gollet (Ben, Anthony); Dr. William H. McKee (Salem, Sam, Dick); S.S. Turner (Handy); Dempsey H. Blake (Jack, Yancy); James Smith (Pleasant); David W. Bell (Dick, Tom, Terry, Bed, Amos, John); James B. Bell (Issac, Nat); Dr. Sam Masters (Jesse, Alfred, John, Ben, James, Charles); Emmet Cuthbert (Charles); Miles Wagstaff (Peter); Dr. E.B. Haywood (Peter, Alex); Sarah Bryan (Bill); Mrs. Sarah Godwin (Monro); M.C. Hodge; John H. Nelson (Ennis, Stephen, Perry, Ben, Bob, Hardy, Alfred); S.W. Branch (Henry); James L. Dusenberry (Jerry); A.H. Lindsey (Bob); Harrison Harbor (Milton); Henry R. Bryan (Simon); Josiah Collins (Sam Barron, Providence, Henry Morsen, Charles, Oren, Lunite, Toney, Ishmael, Thompson, Aley King, Peter King, Angustus, Mills Tamar, Frank, Stephen Iredell, Josh Baum, Wallis, Simon, Josh. Elsey, Osbom, Daniel, Britton, Madison Jordan, Freeman,

V.E.2.(4of37)

Proceedings of the Directors' 1864

1864 - James M. Hurdle (Chelsey); Jacob Holt (Pleasant); Jesse Gant (Harrison); William A. Littlejohn (Jacob, Nathan); James Gorrell (Nelson); Mrs. Ann Ivie Hill (Ben 1, Ben 2, Bill); Thomas. D. Martin (Obra, Alech); Nash Rouse (Jack, Ben, Jim, Alech, Haywood, Nepkin, Hazard); James Thompson (Bob); David McAdams (Grandison, Josiah, Bill); Josiah Collins (Hamilton, Freeman, Henry, Morson, Oem, Learnet, Thompson, Willis, Tamar, Frank, Stephen, Iredell, Josh, Baum, Simon, Wallace, Jordan, Aaron, Miles, Blount, Warren, Mitchell, Dunbar, Whitmel, Waldem, Reuben, Ross, Hobart, Mathias, Philliam Davidson, Rebecca, Daniel); Richard Trapp (Wesley); Mrs. E. H. Rux (Stephen); J.W. Norwood (Bill); James Graham (Sam); William J. Hayes (Bob, David Poe); Samuel P. Lowrie; Al. Mitchell (David); Jery Bason (Isaac, Peter); James S. Scott (Dick); Thomas H. Brem (Issac, Jerry); Samuel Harris (Moses, Jim); Mrs. Scott (Joe); Thomas Brem (Austin, Harry); McCorkle (Crawford); David W. Bell (Anderson); Ben J. Parmelee (Ben); R.C. Jenkins (Ben); D.A. Davis (Humphrey); Mrs. Sidney A Clark (Alylvester, Prince, Mac, Roden, Privo, Aleck, Aon); Sarah A. Caraway (Cesar, Stepheny); William Boylan (Wash, Jim, Bryan, Emanuel); Charles Gerock (Henry); Charles J. Freeland (George 1^st George2nd, Edmund, John, Squire, Stephen, Tom, Charles, Jerry) R.M. Sanders (Spencer, Sidney, Henry); George W. Mordicai (Henry Bull, Nathan, Amos, Wesley, Iverson, Henry Grip, Matthew Jr., George, John Green, Harry Jr., Edmund, Ike, Jesse, Anderson Goss, Canaan, Sam Slick, Anderson Baily, Jesse Jr., John House, Ben Laws, Isham, Jerry, Macklin, Ellick, John Sears); Henry K. Nash, Trustee (Sam); Mrs. H.E. Page (Simon, Joe, Bartlett, Miles, Augustus, Sam, Chessire, Ben, Jeffiy, Tom, Jerry, Harry, Mills, Miles Warf); Dr. Thomas D. Warren (Frank, Jerry, Harry, Henderson, Augustus, Reuben, Dave Skinner, Mike, John Skinner, Andrew, Richard, Jacob, Andrew,Ganger, Stretus, Armstead, Watson, Solomon, Moses, Ben, Andrew Skinner, Nea Skinner, William Skinner, Ransom Skinner, George Wilder, David, Isaah, Bob Skinner, Dickerson); Rufus S. Tucker (Vergil, Alonzo); Cyrus P. Mendenhall (Charles, David, Charles Ellick); Archibald Henderson (Isaac, Jake, Levi, Julius; Pompey; Mark; Jo); John H. Small (Jacob); Jo Graham (Frank); William A. Blount, Jr.(Major Bill); J. W. B. Watson (Alfred, Albert, Alvin, Ben, Bill Harry, Bill Lawson, Curtis, Dick, Gabriel, Gaston, George, Giles, Harry, Winton, Ishmael, Jacob, John Robert, John Jones, Joseph Larkin, Ludd, Switch, Marcus, Meekin, Primus, Railford, Randell, Reddick, Richard, Sam, Simon, Solomon, Washington Moodley, Bama); George W. Watson (Austin, Bill, Bryan, Daniel, Mac, Dick, Ellick, Giles, Guilford, Hill, Mumford Rufus, Shade); P. E. Watson (Daniel, Whilley, Henderson, Jacob, Jim, John Marshall); Mary Watson (Green, Isham); Jacob Brookfield; William Barringer (Henry, George, Edmund); William S. Gilmer (Sam, Mack); Samuel M. Whitaker (Jordan); Richard J. Ashe (Sam); Samuel M. White (Ben); Peter B. Ruffin (Henry); Samuel S. Biddle (Aaron, Levin, Richard, Downer); L. P. Olds (Aleck); Jacob Mordecai (Herring, William, Lewis, Nathan, Shade, Primus, Fab, Jacob, Joshua, Jack, Ruffin, Daniel, Anthony, Jerry, Henderson, Jim); Fred J. Jones (Henry, Amos); Ben J. Parmerlee (Simon, Henry, Allen, Harman); Mrs. Susan Kelly (Jim); Josiah Collins (Major); A. G. Jones (Peter, Harris, Willis, Ben);

V.E.2. (5 of 37)

North East & South West Alabama Rail Road Company Report to the Directors' January 15,1857

No names of owners or slaves.

Piedmont Rail Road Company Directors Minutes, 1862-1895

Otherwise no names of owners or slaves

Richmond and Danville Railroad Company

Board of Directors' Minutes, December 1,1847 - September 9,1869

November 13, 1855: "A claim made by F. Lawson for expended in recovering a runaway slave, was submitted and in motion it was rejected."

Report to the Directors' October 1,1851

No names of owners or slaves.

Report to the Directors' October 1,1852

No names of owners or slaves.

Report to the Directors' October 1,1854

Report to the Directors' October 1,1856

No names of owners or slaves.

Report to the Directors' October 1,1857

181 slaves employed at depots, at shops, and at stations, on sections, and on trains..

No names of owners or slaves.

Report to the Stockholders' December 8,1858

No names of owners or slaves.

V.E.2. (6 of 37)

Auditor's Report, November 8,1860

165 slaves employed at depots, at shops, and at stations, on sections, and on trains..

No names of owners or slaves.

Report to the Directors' October 1,1865

No names of owners or slaves.

South-Carolina Canal and Rail-Road Company

Report of the Directors' July 1,1832

On account of the extreme difficulty and expensiveness of occasional hiring, the Board judged it proper to purchase at certain number of Negroes, and the Company now own sixteen.

No names of owners or slaves.

Report of the Directors' June 30,1833

Reference to "Purchase of Negroes." No names of owners or slaves.

Report of the Directors' January 1,1833

No names of owners or slaves.

Report of the Directors' October 1,1834

No names of owners or slaves.

Report of the Directors' January 11,1836

No names of owners or slaves.

Report of the Directors' June 30,1836

No names of owners or slaves.

Report of the Directors' December 31,1836

No names of owners or slaves.

Report of the Directors' July 15,1839

No names of owners or slaves.

Report of the Directors' January 18,1840

No names of owners or slaves.

Report to the Directors' July 20,1840

No names of owners or slaves.

Report to the Directors' January 18,1841

No names of owners or slaves.

V.E.2.(7 of 37)

Report to the Directors' July 19,1841

No names of owners or slaves.

Report to the Directors' January 17,1842

No names of owners or slaves.

Report to the Directors' July 20,1842

No names of owners or slaves.

Report to the Directors' January 1,1843

No names of owners or slaves.

Report to the Directors' July 20, 1843

No names of owners or slaves.

Book of Relinquishments, 1835 - 1845

L.F. Schuls; Issac Murray; Sara McBurney; David D. Cohen (Peter, Abraham, Moses); Samuel Seyle (Thomas); John Bukley (Jim, Charles, Owen); Thomas N. Gadsden (John, Anthony); Charles L. Desel (Sam, Jack); Daniel Byrd (Lewis, Harry); Emanuel Moon (Jam, Jim, Sam, Mike); Smith Miles (Sam); Henry H. Schulz (Charles, Will, Harry, Jack, Ned); John Gilbert (Ned); L. C. Brown (Apollo, Harry, Joe, John, Dick); J. Fred Butt; John Juabnet; J. S. Murray (Jim); Charles A. Teandan (William); Jamh Veronu (James); Eden Ferrt; T. Tupper; H. V. Firith (Bacchur); Samuel Beronee (Sandy); Jacob Inabnet; R. J. Edwards; M. M. Keun; C. Dupont; S. Henry Dickerson (Paul Todd); F. T. Stall; H. Rausuer; A. H. Mulstom; D. H. Inplesley; D. G. Hairraudelf; Nath Coopen; Joseph Fasabinet (Carolina, William); V. Durande; W. T. Nell (Jim, Pompey); M. Fudlandbulayzeck; John D. Muckinfuff (Isaac); Mr. L. Humayor (Peter, Harry, Lapio, Stephey); W. Sindumme (Joe); H. L. Huckson (Harry, Stewey, Peter, Jario); Elira M. Burry (Bulca); Henry B. Toomer (Charles); L. Lloyd (Pompey); C. Dupont; L. H. Shultz; Jacob F. Schirmu; Richard Way (Peter); W. Vanel (Lugh); Andrew P. Wag; John M. Brut; Edeth Spert (Kelly); A. Rison

No names of owners or slaves: August 8, August 12, August 24, September 9, September 30, October 29, November 14, November 26, December 10, December 31,1835, January 12, January 25, February 12, April 12, June 15, 1836 and May 12, 1837

Board of Directors Minutes, 1835 - 1841

- L.C. Boyles (Stephen); Gibbes (Bell)
- "The motion that the President is ordered to purchase, for the use of the company, gangs of negroes not excluding 300 in number - this motion was adopted."

1839 - Mrs. Dupont (Stephen)

South Carolina Rail Road Company Proceedings of the Stockholders', February 1851

No names of owners or slaves.

V.E.2. (8 of 37)

Proceedings of the Stockholders', February 1852

No names of owners or slaves.

Proceedings of the Stockholders', February 1853

No names of owners or slaves.

Semi-Annual Report of the President, June 30,1853

No names of owners or slaves.

Proceedings of the Stockholders' February 14,1854

No names of owners or slaves.

Southside Railroad Company

Board of Directors' Minutes. 1853-1865

1854 - January 2 Thomas H. Darnel; January 3 George W. Butts; William Avent; John G. Adkins; David Adkins; M. Ann Clarke; James F. Deane; Thomas Jones; John F. May; Eliza I. Fowlkes; David Justice; R. C. Motley; R. I. Pennington; William D. Southall; January 5 William L. Lithgow; Edwin James; M. Angelica Hawkes; Elizabeth Booth; John W. Baily; Edward A. Wyatte; January 6 Thomas Armes; Richard Marshall; James A. Vaughn; Raymin Vaughn; Thomas W. Bell; Thomas Brannah; January 9 Robert W. Awin; January 11 William P. Mumford; Green Hill; M. Laura A. Chaffer; Larry; W. Cutter; P. Steth; William H. Brown; January 12 John W. Spice; Dr. Henry E. Thore; John Clay; B. Cam; January 13 Joseph H. Prichard; January 16 John Mann; January 17 Frances Fitzgerald; Mary Fitzgerald; W. W. Guy; January 24 James J. Oliver;

January 27 William Harper; William H. Magee; Larah H. Magee; January 28 Catherine Reese; January 31 George Fitzgerald

No date listed: C. Hamblin; J. A. Ammtiard; Mrs. M. A. Boiling; J. F. May; Mrs. Archer

- December 3 Ann R. Jones; Elisha Chapman; B. F. Cos; John C. Daniel; Thomas H. Daniel; H. F. Bardwell; James Briggs; F. Carr; W. B. Ellington
- February W. F. Davis; W. A. Juckim; A. R. Shaur; A. W. Homer; J. H. Robertson; William Motley; W. P. Emmer; A. J. Revel; Thomas H. Daniel; M. Ann R. Jones; Soloman Davis; I. W. Mingae; P. B. Will

1860 - May W. B. Grigg; T. B. Reed; R. A. Moody; C. H. Wilson; J. A. Wilson; N. Pamplin;

F. Flippin; T. L. Arrington; R. N. Davis; R. W. Pegrma; J. E. Suth

Curshaw; W. H. Halloway; N. Pamplew; B. F. Fleppin; K. W. Pegsam; W. B. Gregg; J. P. Hall; T. M. Board

Ledger D, January 1860 - March 1865

No names of owners or slaves.

V.E.2. (9 of 37)

Side Ledger, July 1864- March 1865

- July S. Clottie; R. Atkinson; J. B. Muntur; N. Pamplin; J. J. N. Rice; McCorkle; N. B. Janny; N. E. H. Durphy; Geo E. Baytor; September E. W. Moring; Maria Way; Al Arrington; Kurt Paice; A. Moses; N. N. Bell; A. Johnson; E. P. Evans; Maria Way; D. Lackland; H. Raughan; T. B. Rice; D. G. Potts; Patrick Anderson; November M. V. Dove; J.

Hilliard;
1. - January Geo Abbott; L. McDunnan; T. L. Larratt; March 1865: M. M. Campbell; W.
C; J. H. Wilson; F. Marshall; J. T. Luther; Thomas L. Arrington; E. W. Friend; S. W. Gay;
P. Harrison; Geo Whitmore (George); Mary Gary; R. S. Gillian; S. A. Gary; M. Fistin; Mrs. Stanberry; H. P. Taylor; Geo D. Saunders (Joe, Richard, Payton, Nathan, Davy, John); Geo E. Gary (Theo, Harvey); A. Johnson; James Coleman; John O. Elam (Hampton, Toby)

No names of owners or slaves: March 1865

South-Western Railroad Company

Superintendent's Report, August 1,1853

No names of owners or slaves.

Superintendent's Report, August 1,1854

No names of owners or slaves.

Superintendent's Report, August 1,1855

No names of owners or slaves.

Superintendent's Report, August 1,1856

No names of owners or slaves.

Superintendent's Report, August 1,1857

No names of owners or slaves.

Superintendent's Report, August 1,1858

No names of owners or slaves.

Superintendent's Report, August 1,1859

No names of owners or slaves.

Superintendent's Report, August 1,1860

No names of owners or slaves.

Superintendent's Report, August 1,1861

No names of owners or slaves.

Superintendent's Report, August 1,1862

No names of owners or slaves.

V.E.2.(10of37)

Superintendent's Report, August 1,1863

No names of owners or slaves. Superintendent's Report, August 1,1864

No names of owners or slaves.

Spartanburg and Union Railroad Company Board of Directors' Minutes, 1851-1873

Virginia and Tennessee Rail Road Company Annual Report, November 27,1850

"... 1 Negro man sold..." No names of owners or slaves.

Annual Report, November 3,1852

Annual Report, October 26 - 28,1853

Board of Directors' Minutes, December 8,1853 - March 13,1857

No names of slaves: May 1, 1855 N. W. Leftwich; J. M. Rucker; W. Nation. No names of owners or slaves; May 1, 1855; July 11. November 12, 1856. Annual Report, October 25 - 26, 1854

No names of slaves. Force Employed: at the work shops...3 apprentices and 4 slaves; 5 journeymen and 8 slaves; 1 watchman and 7 slaves. At the Depots...18 Agents and Clerks, 2 watchmen and 50 slaves

Annual Report, October 31 - November 1,1855

No names of slaves.

Accidents Resulting in the Loss of Life or Limb:

Involving slaves: 1855, February 20, June 17 and July 18. No names of owners or slaves.

V.E.2. (11 of 37)

Force Employed: At the Depots...58 slaves; Machine Shop...5 slaves; Carpenter Shop...7 slaves; Smith Shop...11 slaves; Road...160 slaves; Bridges...5 slaves; Trains...18 slaves; Engine House...3 slaves.

299 slaves employed (13 of which are mechanics,)... Day Book 1854-1857

1854 - December 4 A. J. Black; J. E. Morgan; December 11 William Baniel (Henry); F. G.

Morrison; December 15 P. H. Gilmer

1855 - January 3 T. F. Goodwin; J. A. Stigler; H. A. Flood; Charly Seth; Caleb Williamson;

Peter Copland; Ben Hunter; James H. Harris; Jepe A. Burton; Washington Hunter; Lawrence

Anderson; Thomas Lovchson; S. White; M. G. Talisfere; William S. Minonfor; J. H.

Thompson; Luc F. Johnson; James Franklin; Jacues A. Hawnen; R. C. Gary; Charles F.

North; B. Barker; Murrell Thatton; Nelson Lowry; James M. Rucker; R. K. Watkins; J. J.

Lavington; John W. Quarles; Thomas Dillard; E. J. Gillian; January 5 William Pettyjohn;

Richard Ellis; Wilkins Watson; John Hughes; E. M. Poindexter; Mary M. George; Alex

Tompkins; Richard Moncure; John Abbott; John F. Slaughter; William Ellis; Jacues Benagh;

M. M. Richardson; S. L. Moorman; T. L. Jennings; J. Wilson; Jacues L. Campbell; Susan

Campbell; January 6 R. C. Campbell; Nancy Campbell; William Campbell; S. Lawnen;

Granville Lane; Thomas L. Saunders; Nowlin Appelson; C. W. Garnett; T. R. Muse; B. P.

Walker; Hector Harris; Isaac Drewy; S. H. Early; John M. Oley; T. M. Harwick; B. B.

Taliaferro; A. C. Harrison; A. Woodson; John T. Davis; P. H. Burras; January 9 Thomas

Blackford; John Hughes; R. Tinsley; Peter Copland; Henry Christian; A. J. Black; G. A.

Saunders; Mark Anthony; W. C. Jones; E. J. Anderson; Richard Crawford; C. H. Lynch;

January 10 Andrew Hotty; Henry Slaggle; W. B. Preston; C. F. Harris; B. Fitzer; J. S.

Goggin; A. L. Stiff; January 12 Robert C. Mitchell; D. R. Edley; R. H. Coleman; Robert

Coghill; Jacues Elliott; D. Stratton; February 6 E. Burkley; February 9 Mrs. F. Browning; C.

C. Broadders; Tanner Asher; S. C. Anderson; N. L. Buttail; W. R. Gordan; February 14 A.

Tompkins; W. J. Green; J. B. Coats; Mrs. S. T. Hackett; W. H. Fitzhugh; J. T. White; G. A.

Wingfield; Mrs. Elizabeth Dennis; March 21 William Owenson; William J. Anderson; Jen

Gyle; March 27 M. Daniel Hart; John L. Barnett; M. Daniel; Peter Phelpy; J. C. Kasey; H.

Harmingly; B. H. Stanley; Robert Latimer; Rob C. Mitchell; E. S. Hunter; J. H. Hoge; Alfred

Williamson; Sam Peter; Noble Jordan; Daniel A. Langhorne; George W. Anderson; James

M. Robinson; April 2 Abner Early; T. E. Reynolds; Peter Spencer; Mary L. Taliaferro; T. E.

Reynolds; Lacey Terry; Anderson Duke; R. Sayers; B. A. Langhorne; G. W. Anderson; April

10 Frances T. Fithugh; John M. Otey; E. A. Craddock; John A. Sowers; J. M. Deel; J. M.

Robinson; W. A. Irwin; T. N. Cobbs; April 12 J. Peyton; Theodore Moren; J. J. Meadow; T.

M. Jones; T. L. Wade; J. L. Prichard; April 18 M. Daniel Hurst; J. H. Buford; July 9 J.

Driscall; J. B. Stone; J. W. Jones; Ann E. Dangerfield; July 14 J. M. Robinson; J. W. Kinney;

Samuel Nowlin; J. A. Elliott; Hurt Preston; W. H. Burks; July 18 A. B. White; H. D. Flood;

W. Owens; Sam Maurry; A. Tompkins; Dan H. Hog; B. P. Walker; July 19 J. C. Walton; W.

W. Leftwich; R. H. Staton; C. S. Flicker; H. H. Lewis; J. B. Shackelford; Richard Dennis

(Elizabeth); J. W. Keith; John P. Hughes; July 21 Chriswell Dabney; W. S. Morris; R. K.

Cradle; T. Dillard; V. MGinnis; Joseph Lancaster; Charles M. Garnett; J. A. Cowardin; G. M.

Saunders; July 25 T. J. Kirkpatrick; Richard Crawford; J. Franklin; E. N. Eubank; July 27

Wyatt Abbitt; August 1 H. C. Pierce; August 6 Daniel Stratton; Henry Harmiling; G. Siggon;

Henry Gillian; August 9 Peter Spence; W. K. Bill; E. J. Gillian; Peter Sullenburger; August

16 Nelson Lowry; September 6 D. G. Kean; F. M. Cabbell; September 10 Edwin Tatod

(Jeff); S. Dunnington (Jeff); September 11 Hugh Brown; B. B. Dickinson; September 14

V.E.2.(12of37)

Noble Jordan; J. Boud; September 31 S. Poindexter; M. L. Harris; October 6 John P. Hughes; C. B. Christian; A. B. McDonald; T. J. Burke; B. F. Stone; J. Milon; Hector Harris; October 8 H. H. Lewis; Ben Hunter Gard; R. J. Gillian; October 11 B. P. Walker; R. K. Watkins; T. C. Jerriing; W. H. Hall; R. C. Prince; October 15 P. Winter; E. N. Eubank; T. K. Jones; J. J. Meaddom; November 1 Lucy Fitzhugh; R. Caiborne; November 21 Charles Miller; Mrs. E. M. Poindexter; November 13 John Dacey; Charles Byrnes; Rich Dennis; December 4 J. V. Knight (Alfred, William); R. Christian (Steven); W. H. Mountcasde; V. M. Ginn; John H. Smith (Randal, Ballard); December 19 G. Fitzhugh (Richard); C. F. Garnett; December 31 F.

Morrison; R. S. Ellis; F. M. Barker; J. Crouch; Hugh Brown

- January 1 George D. Davis; Ben Williams; H. V. Thompson; January 2 Thomas F. Goodman; T. K. Jones; T. Dillard; N. B. Magruder; W. S. Minor; January 3 T. L. Walker; J. M. Coble; Hector Harrisin; January 4 T. W. Saunders; J. R. Holcombe; J. D. Taylor; R. K. Watkins; W. Gish; January 7 Dade Hood; January 12 L. F. Johnson; January 18 L. B. Jacobs; January 31 E. J. Gillian; February 1 Mrs. J. M. Boyd; F. G. Morrison; W. Daniel; J. A. Burton; February 6 Ben Hunter; J. S. Payne; M. L. Harris; February 8 W. Kent; Lucy Tate; J. W. Stewart; February 9 Charles B. Christian; February 12 T. Jones; R. Crawford; W. W. Broaddus; February 15 W. Stitzer; F. Fitzgerald; M. Humbly; E. M. Hoffman; Isaac Hunter; W. H. Yenglin; F. K. Nelson; C. J. Meriweather; C. Floyd; R. K. Watkins; February 16 Daniel H. Stone; H. F. Sale; February 22 Francis E. Hall; J. Abraham; February 23 C. M. Merridith; C. T. Wills; February 25 Caleb Williamson; February 28 Hector Harris; J. J. Meadow; March 3 E. D. Frazier; Henry Wade; F. M. Barker; N. C. Gary; March 17 Nelson Lowry; W. J. Green; Paul Hull; R. Peyton; March 22 J. S. Payne; Ann M. Ellis; March 24 J.
Buford; Maria Board; March 28 Mary Whitehall; T. S. Bocock; W. G. Jackson; April 1 A. A. White; J. J. Mays; April 14 John T. Davis; April 19 Mark Anthony; A. W. Saunders; April 28 J. C. Burchfield; April 28 R. K. Watkins; May 10 Josiah B. Sancaster; Richard Dennis; May 13 J. H. Wilson; W. T. Anderson; May 16 R. Crockhill; May 17 Henry Brown; W. G. Jackson; Marshall S. Harris; T. C. Joining; May 20 John T. Everett; Alexander Kinnier; May 21 Randolph Payton; May 22 Archibald Wade; Dan Stratton; May 26 W. S. Hunter; C. A. Miller; May 30 Sam McDaniel; June 4 S. Brown; June 13 W. B. Preston; A. B. Nichols; June 14 H. H. Lewis; June 18 Melvin Talbott; George Earhart; June 20 R. M. Waddill; June 27 Ben Hunter; G. D. Davis; July 3 John T. Davis; D. C. Clay; July 5 Charles A. Floyd; July 7 Charles S. Scott; July 10 Alfred A. White; July 11 Seth Woodroof (Peter); July 22 G. Whitcock; July 26 J. Downing; August 9 Gilmer Walker; August 16 A. S. Whaling; August 26 Charles J. Harris; J. Cole; R. C. Gary; September 1 T. J. Kirkpatrick; October 1 J. B. Shackelford; October 4 T. S. Wright; October 7 Aubrose M. Donald; October 11 Mary Whitehead; December 6 Randolph Peyton; December 25 G. Calahan; December 26 D. Untermyer; Pat Callan;
- January 2 Archibald Bowling; January 5 Sarah Wiatt; Marshall Harrison; January 8 Gilmer Walker; January 13 A. Wade; January 24 A. Boiling; February 7 M. Curie; February 25 E. H. Gill; March 2 B. Lee; J. B. Radford; March 30 Stopswood Brown

Ledger, 1855-1857

No names of owners or slaves: January 24; October 6, 8, 10,12, 13,16-19,26; November 3, 6, 12, 13, 14, 16; December 4, 5, 7, 10, 14, 15,18, 19, 22, 26, 31, 1855; January 2-4, 9, 10, 14, 17, 18, 24, 28, 31; February 1, 2,4, 6, 8, 9, 12, 14, 16, 19, 20-23, 25, 27, 28; March 3-6, 8, 13, 15, 19, 21, 24, 25, 29, 31; April 1, 12, 14, 16, 19, 28; May 12-17,19, 20-22, 24, 26-28, 31; June 2,4, 5, 11-14, 16, 19-21,23, 30; July 1-5, 7-11,14-16, 19,21-24, 26, 28-31; August

V.E.2.(13of37)

1,5, 6, 11, 12, 14, 16,20, 26; September 1, 4, 5, 8, 17, 30; October 2, 3,4, 6-8, 10, 13, 14-18, 21-24, 30; November 3, 4, 7, 21, 28, 29; December 11, 12,16, 23, 25, 26, 29, 30, 31, 1856; January 2,3, 5-10, 12,13-17, 19,22-24,26, 28, 30,1857; February 3, 5,6, 9, 11, 12, 13,27; March 5,20,25,31,1857.

Annual Report, October 29 - 30,1856

Accidents Resulting in the Loss of Life or Limb:

Involving slaves: 1856, February 5 and April 23. No names of owners or slaves.

Force Employed: At the Depots...66 slaves; Machine Shop...4 slaves; Carpenter Shop... 10 slaves; Smith Shop...l 1 slaves; Road...240 slaves; Bridges...5 slaves; Trains...15 slaves; Engine House...4 slaves

360 slaves employed (16 of which are mechanics,)... Annual Report, September 16-17,1857

No names of slaves.

Force Employed: At the Depots...67 slaves; Machine Shop...5 slaves; Carpenter Shop... 13 slaves; Smith Shop... 13 slaves

435 slaves employed - including 30 mechanics...

22 Negro Houses recorded along the road to house hands

Liabilities: Due for three quarters Negro hires for 1857...$49,172.26

Journal, July 1,1857- March 31,1859

July, 1857 - May 1859: John R. Hughes to Francs J. Morrison for negro hire.

No names of other owners or slaves.

Journal, July 1,1857 - May 20,1859

1857 - July 1 John A. Hughes; December 24 F. B. Deane

Other references made: July 3; July 8; August 12; August 20; August 31; September 18; September 30; October 1; October 28; October 31; November 30; December 24; December 31

1858- January 9 Alexander M. Gray (Jordan); January 14 Walter C. Deyerle; January 15 Parker Smith; Henry D. Flood

1859 - January 13 I. E. Harrison; January 13 Charles A Floyd (Allen); May 20 B. F. Coleman

No names of owners or slaves: January 3; January 7; January 26; January 28; February 28; May 20; May 23; June 30

V.E.2. (14 of 37)

Ledger, 1857-1860

Owners: R. W. Jones; R. C. Strother; C. S. Pepper; W. M. Dinwiddie; Clement Page; Robert Eurley MD; William Owenston; W. M. Sorry MD; Withers G. Martin; John P. Hughes; J. R. Phillips MD; J. Garrett MD; R. Crockett; James; Gilmer Walker; Hugh M. Ewing; William Dennis; R. E. Jetson MD; Robert Crockett and Son; James Leammer MD; Samuel M. Conkey MD; J. J. Loving MD; Campbell White MD; Preston Pitt MD; John H. Griffon MD; E. F. Shettman MD; I. H. Nowlin MD; Phillips Pepper MD; J. L. White MD.

Day Book 1857-1860

V.E.2.(15of37)

M. D. Buchannan; Mary W. Buchannan; Saml Nowlin; Mrs James Garland; Alexr McDaniel; R. G. h. Kane for C. M. Blackford; July 2 Richd Crawford; Eliza B. Christian; Richard Curie [free]; James M. Cobb for W. H. Lee; James M. Cobb for Ben Hunter; Jos. H. Wilson; Garland & Slaughter for Charles A. Floyd; N. C. Manson for R. E. Manson Truestee for J. Merriwither assignee of Saml H. Early; Jos H. Philps assignee of J. W. Callahan; July 3 Charles W. Christian agt for C. F. M Garnett; Jn M. Otey for C. S. Scott; Jn M. Otey for Withers Waller; Jn M. Otey for F. H. Conway; Jn M. Otey for T. K. Jones; Jn M. Otey for J.G. Wallace; Thos S. Richardson for Tho. J. Brown; July 6 Samuel Crockett; Phil Samuel; Samuel S. Schooler; John T. davis; M. S. Harris; Richd Perkins; F. G. Morrision for E. S. Motley; Alfred A. White; Tho. C. Walsh for R. McDaniel; July 7 W. O. Owen; Tho. W. Leftwich; Henry White for Ben B. Jackson; W. W. Leftwich; C. F. Harris; A. R. Nichol assignee of John Goode; P. J. Thompson for H. V. Thompson; July 8 James Franklin; James Franklin for A. R. White; T. C. Jennings; John W. Lowry for P. E. & M. E. Lowry; T. W. Sanders for J. B. Sanders; H. H. Lewis agt for H. R. Shackleford; T. H. Ivey agt for E. O. Dance; July 11 H. B. Sumpter for S. W. Sumpter; July 13 James A. Hacuner for "an ill Stratton"; James A. Hacuner for Jesse Thornhill; James A. Hacuner; James A. Hacuner for R. C. Gary; C. M. Wade for Archibald Wade; L. A. Horton; W. R. Neighbour for Martha Tuggle; J. H. Moorman; July 15 R. C. Mitchell for F. B. Stone; Judith Moorman; Hector Harris; July 17 R. C. Hackett; July 24 Henry D. Flood; Henry D. Flood for F. S. Bocock; Geo. W. Dawson for R. A. Coghill; F. G. Morrison for Walker Washington; July 27 F. G. Morrison for P.H. Burress assignee of John Smelser; Randolph Peyton; Wm T. Booker for Garnett H. Leo; August 1 Saml Pryor; John W. Jones; Mark Andrews; August 4 Saml T. Poindexter; John W. Sale; August 8 L.P. Preston for James A. Stiegler; August 10 John W. Sheed for Mrs. Inarnia Wright; Washington Hunter; August 15 Jos H. Stone; J. Morton Shue for Maria L. Leftwich; August 17 Joseph M. Shue for Jn 0. Leftwich dec'd; P. H. Ryan for Wm Daniel; Archibald Boiling; August 22 B.W. Jones for Abram L. Stiff; Wm A. Hardy; September 7 Waters Shined & Co for P. Moncure; September 14 Bowling Clark; September 16 Winston W. Faukesley for Caleb Williamson; September 19 Christopher Moore assignee of Judith B. Cardwell admis. Of the Estate of J. E. A. Cardwell dec'd; September 21 F. G. Coleman (Ben); October 3 S. White Trustee; C. R. Slaughter atty for Charles A. Floyd; H. Whyte for Ben B. Jackson; Withers Waller; Jos. H. Philps assignee of J. W. Callahan; C. S. Scott; H. Conway; H. D. Flood; H. D. Flood for Thos S. Bocock; Saml Crockett; Wm R. Mosby for C. S. Mosby (Merchant); October 5 James A, Hamner; James A. Hamner for R.C. Gary; James A. Hamner for Jesse Thornhill; James A. Hamner for Daniel Stratton; Joly & Saunders for Thos W. Leftwich; Geo. McRucker assignee of John P. Hogley; James Franklin for A. B. white; R. E. Manson trustee assignee S. H. Early; T. H. Ivey for E,. O Dance; James Franklin; John R. McDaniel; F. G. Morrison atty for E. S. Mottey; October 6 Wm Neighbour for Mrs. Martha Tuggle; J. W. Anderson; P. J. Thompson for H. V. Thompson; Phill Samuel; A.R. Nichol assignee of John Goode; Tho. T. Moorman for Judith Moorman; Langhorne & Holcombe for Mrs. Ann E. Dangerfield; J. H. Moorman; October 8 S.C. Hunt for Mrs. Frances Christian; Richard Curie [free]; W. H. Taylor for Wm H. Hall assignee of Wm A. Leftwich; Jos H. Wilson; Nelson Lowry assignee of A. M. Lowry; October 12 James M. Cobbs for J. W. Jones; October 15 James A. Stiegler; J. M. Reese for Hugh Brown; F. G. Morrison for W. W. Hanson; Wm L. Bell admr of the estate of John 0. Leftwich; October 17 F. W. Coleman; October 20 F. Bank for Mary D. Buchannan; Mary W. Buchannan; James A. Duffan; F. W. Coleman; Beverly Crump; C. D. Reynolds assignee of Wm Gishassignee of Wm B. Preston; Mark Andrews; Joby & Saunders for Wm Muse; October 21; Alexr McDaniel; James Elliott; Wm A. Miller for Saml Schooler; October 24 A. Tompkins for Michael Wallace; H. B. Sumpter for Alfred A. White; Saml Pryor; October 28 J. Morton

V.E.2. (16 of 37)

1858 - January 2 F. R. Deanne for Elizabeth Fraizer; James A. Hamner; Jesse Conch for Doris Conch; Tho. C. Walch for John R. McDaniel; L. C. Mosley for C. L. Mosby; Saml. H. Quaren for Mary J. G. Watkin; Washington Hunter; Wm Hagden for A. Ogden; John T. Murrell for Garland and Slaughter in full of C. A. Floyd; E. S. Hutter; Peters Spence & Co for P. Moncure; Peters Spence & Co for Lucy Fitzhugh; H.J. Garrett; H. D. Flood for T.S. Bocock; January 4 James Franklin; Wm H. Leo admr; J. P. Whaling for J, W. Neal; M. R. Bohannan for Alexr Wade; H.D. Flood; James Benogh for Mrs. M. Richardson; R. K. Watkins for C. F. Harris; James Garland; Chisince Dabney; James H. Philps for J. W. Callahan; Leo Johnson & Co. for D.C. Dunn; Thos M. McKinney; Wm T. Booker for Garnet Lee; E. S. Halsey for Seth Halsey; Franklin & Bro for A. B. White; Jos. H. Wilson; T. J. Brown; Phillip Samuels; J. R. Holcombe & Co for Ann E. Dangerfield; W. H. Hall assignee of Sarah Wright & Wm A. Leftwich; H. H. Lewis agt for the estate of F. B. Shackleford; Marrell & Stratton for Alexr McDaniel; Marrell & Stratton for James A. Marshall; T. C. Jenning; W. O. Owen; McConkle & Co for Floyd Rocke; January 5 W.W. Leftwich; William Neighbours for Martha Tuggle; M. S. Harris; A. B. Nichols; W. V. Jordan for Richard Dearing; Wm L. Bell admr of Jn O. Leftwich dec'd; Richard Curie [free]; James F. Paine for Fleming Saunders; J. T. Davis; James Elliott; C. M. Blackford; C. Blackford Trustee for M. M. Leftwich; January 6 A. B. Rucker for T. G. Hill; James W. Stewart; Spotswood Jones; L.A. Horton; W. G. Morrison; James A. Stiegler; F. H. Conway; Paul Hull; Withers Waller; Charles S. Scott; N.C. Manson for J. H. early; F. G. Morrison for P. H. Gilmus; January 7 Judith Moorman; F. G. Morrison for E. S. Motley; Wm Q. Spinedteller; F. G. Morrison for Geo. B. Washington; Jn. M. Otey for James Montith; T.T. Saunders; Alfred W. Anderson for Archibald Wade Sr.; Hector Harris; January 8 Richd Crawford; John H. Moorman; John A. Harris for Dabney & Co MD assignees of R. C. Hackett; John Irby; January 13 James L. Campbell; Hugh Brown; John M. Preston for James Saunders; Saml Ferguson for Eliza B. Christian; January 14 R. D. Moor assignee of John P. Hughes; H. Whyte for B: B. Jackson; Beverly Crump; R. D. Moore; P. j. Thompson for H. V. Thompson; Tho. W. Saunders for James B. Saunders; J. J. Williamson for Caleb Williamson; G. A. Saunders; Saml Crockett; Thos H. Burnes; Irby & Saunders for Sawney Price; C. E. Jones for A. L. Stiff; James Shearer; January 16 Saml Nowlin; C. V. Winfree for E. O. Dance; Saml Pryor; January 18 J. H. Thompson assignee of J. W. Sale; J. W. Jones; Wm H. Moorman; Jhn W. Jones; A. Tompkins for Mary D. Buchannan; A. Tompkins for E. A Craddock; A. Tompkins for W. W. Hanson; A. Tompkins for Michael Wallace; A. Tompkins for Michael Wallace;A. Tompkins for M. W. Buchannan; A. Tompkins for James Duffin; A. Tompkins for B. B. Wright; A. Tompkins for Jn Smith; January 21 A. Tompkins forF. W. Coleman; A. Tompkins for N. S. Battaile; A. Tompkins for John Collins; A. Tompkins for Margaret B. Crump; A. Tompkins for B. F. Coleman; A. Tompkins for Johnson Fitzhugh; Boiling Clark; Charles W. Christian agt for C. F. M. Garnett; J. m. Spence for M.L. Leftwich; Simpson & Brothers for Matilda Thareton; Jos Wilson for Winston Radford trustee for Elizabeth Wilson; Jn M. Otey for

V.E.2.(17of37)

1859 - January 3 Sara Crockett; Pelinn Skinner for H. H. Wallace; for Peter Spencer and for J. W. Kay; R. Holcometree for James Riaz; J. R. Holcomtree for Ann E. Dangerfield; J. H. Wilson; B.L. Whitenbier; Preston L. W.; E.D. Fraylon; Dr. for W. Owens; January 4 Hugh Chandler; Kinni Sanders for Agnes; Thos. W. Sanders; D.V. Woodroffs; Alison Wade; James S.; W.G.M.; C. Dobney; A.F. Wilson; Washington Hunter; L.T. Hopkinson; N.V. Thompson; J. McGinnis; Richard M. Wells; J.H. Griffinson; St. Griffin for Charles A. H.; Mr. Gillian; M.L. Harris; W. Anderson; Wilbert L. Martin; G.S. Pepper; January 5 Richard Perkins; A.J. Cawfford; Mr. S. Morris: J. M. Lucker; G.G. Waile for Thos. W. Leftwick; J.W. Gallahan; Richard Draring; John M. ShuDin; John M. O'ley; James Monkish; A.H. Lucken; R.R. Junstaw; R.J. Crockett; G.R. Wallace; James L. Hammand; Jonny Montuth for Sarah Swuatman; Ms. M. Spied for Mrs. Maria Wright; January 6 CC. Wade for J.A. Burton; J.H. Wilmer; R.H. Wilmer; J.H. Brown; Tho. S. Walker; Geo. W. Valentine for Tho. J. Brown; M. Daniel; Charles L. Masby; John T. Davis; James A. Hammond for Charles P. North; Mr. Owens; January 7 J.N. Jorden; John J. Goodwin; W.M. Flanton; M. Wallace; Mary D. Buchannan; A.G. Rroaddey; John Owens; M.R. Crunch; Paul Haw; J.R. Phillips; H.M. Erving; B.R. Wright; John Owens; M. A. Wright; January 8 Alex M. Gray; John A. Hughes; A. McDaniel; January 10 Mr. St. Wright; January 24 Charles W. Christian; Rich Crawford; John Smilfan; Hector Harris; J.D. Pieree; W. J. Green; W. J. Moor; E.O. Daniee; W. Lefton; W. Wallace; James Suanders; R. O. Dob; G.H. Gilmore; M.M. Leftwich; J.C. Jennings; Sarah Wright; Henry Dunnington; T.T. Sunders; D. Crouch; J.C. Moncuro; J.H. Smith; Geo. Callahan; W.H. Moorman; E.M. Poindexter; Davis D. Poindexter; Charles E. Auqua; James W. Stewart; John S. Caldanice; J.C. Hyter; P. Saunders; J.C. Hammeth; John H. Smith; J.H. Nomiin; Caleb Williamson; C. Christian Arlington; Mr. Owens; James L. Crawford; John H. Griffin; J.H. Nomiin; January 26 Peter Spence forN.S. Rautails; January 29 John R. McDaniel; Peter W. Hairston trustee for E.S. Stuart; CT. Wells; Tho. J. Jarratt; Ro. A. Coghice; Charles W. Christian; January 31 Mr. Owens; Daniel Stratton; Agnes L. Ingles; February 3 W. Kent; R & J Crockett; February 4 J.C. Burchfield; James L. Morgan; Wm. Plunkett; R. & J. Crockett; February 7 Seth Halsey; Thos. A. Harris; February 15 F.G.M. Tho. McKinny; Ro. C. Mitchell for F.K. Nelson; J.S. Plain for Levi C. Dowdy; February 17 John L. Saunders for S. F. Johnson; Wm. Owens; A. Tompkin for J. H. Dejarnett; William Owens; Wm. Hobson; February 23 Parker Smith; February 25 G. A. Saunders; February 28 Ro. Earlys; Wm. Owen; E.J. Sheltuian;

No names of owners or slaves: 1857 - April 2,4, 13, 30; May 30; June 30; July 30; August 29; October 5; October 31, November 27; December 19,28, 31. 1858 - January 2,4, 5, 6, 7, 8,14,16, 18, 21, 22,25,27, 30; February 3, 24,25, 27; March 1, 5, 15,20, 31; 1859-January 6, 7, 24,

V.E.2. (18 of 37)

Ledger, 1857-1860

V.E.2.(19of37)

Judith Vicoorman; January 13 Hugh Brown; John M. Preston; Sam H. Ferguson; January 14 R. D. Moore; J. J. Williamson; T. H. Burnes; January 16 C. V. Winfred; Silas P. Vaughter; January 25 Richard Perkins; January 29 C. W. Hardy; February 20 R. C. Hurt; March 15 Spotswood Brown; March 18 C. J. Harris; March 27 David R. Ealey; T. J. Pollard; April 1 T. K. Jones; G. A. Burton; S. C. Woodruff; John T. Davis; April 2 John H. Stone; Marshall L. Harris; April 16 G. R. Peake; April 27 George W. Witt; April 28 P. H. Barr; May 1 Hector Harris; June 15 James L. Morgan; July 8 Murrell Stratton; July 9 William Moon; August 5 W. Hobson; August 7 T. J. Walker; September 1 Francis Thornton; M. M. Ewing; September 17 R. H. Kane; October 1 T. K. Jones; October 4 W. M. Black; October 5 J. T. Davis; October 17 I. B. Anthony; October 30 M. W. Hutcherson; November 8 B. B. Wright; December 27 A. M. Smith; December 28 Abram Shelton;

V.E.2.(20 of 37)

1860 - January 20 Joseph Patterson; John M. White; Benjamin S. Carrufit; January 31 W. C. Park; F. J. Ballard; E. G. Hill; T. McKinney; E. H. Craddock; Frederick Roberts; John H. Smith; A. Pettyjohn; John H. Patterson; Charles H. Lynch; Richard Dearing; Alexander Wade; W. Wright; T. K. Nelson; Paul Hull; M. Watson; James Shearer; D. H. Griffin; W. J. Alexander; R. Early; H. J. Garrett; L. Bowyer; J. Fitzhugh; Stephen Perrow; Phil Samuels; Frederick Robertson; W. C. Parks; February 29 Hector Harris; Maria Wright; William Kent; James S. Irwine; March 31 Jacob Fowler; J. C. Hayter

No names of owners or slaves: January 20; January 31; February 29; March 31 Journal, August 5,1858 - March 31,1860

1858 - August 5 William Hobson; Walker Washington; J. R. H. Combe; Ann E. Dauger; R. C. Mitchen; Withers Walker; William Leftwich; W. J. Warren; A. J. Wilson; August 7 C. A. Floyd; Thomas S. Walker; James M. Spud; Maria Weight; August 19 R. H. Ryan; William Daniel; August 23 J. H. Buford; Bob Dennis; August 25 John H. Brown (Griffin); August 28 Thomas M. Stay; William Owen; September 1 Alex McDaniel; Francis Thornton; John J. Brown; R. J. Crockett; H. Ewing; September 10 J. Woodall; Jave B. June; Florence Robinson; September 21 R. G. H. Keana; Oneill W. Sutton; Cyrus Fisher (Henry); Noble Jordan; G. A. Saunders; September 23 Mary Morarity (Thomas); September 27 William R. Mosby; Charles L. Mosby; September 30, 1858: J. G. Morrison; October 1 J. B. Diane; Mrs. E. D. Frayser; John R. McDaniel; Peter Spud; J. R. H. Combe; E. Dangerfield; L. K. Jones; October 4 Sara Nowlin: A. B. Rucker: William D, Tucker; C. J. M. Garnett; E. A. Dance; S. C. Woodrod; Rich Cramford; G. A. Burton; Timble Black; William J. Moon; M. S. Harris; Sara Crockett; Josh H. Wilson; Toby Saunders; Daniel Stratton; A. Tompkins; J. North (James); J. B. Wallace; B. B. Tunstall; October 5 James Saunders; A. Tompkins; Geo. Earnhart; John T. Sain; J. A. Hawner (Hugh); Thomas W. Saunders; Kinner Sander; A. Ogden; Richard Dennis; October 7 Charles A. Floyd; Thomas L. Jones; A. J. C; James M. Jordan; A. Tompkins; October 11 Sara Hobson; John Goode; J. B. Author; October 12 W. Waller; R. C. Mitchell; William G. Green; October 14 James M. Tucker; A. B. White; James Franklin; October 18 John P. Hughes; F. G. Morrison; October 19 William Hobson; J. H. Buford; October 21 Woodall A. Finer; R. P. Jones; Alex McDaniel; W. B. Preston; William S. P. Hopkins; October 22 William Daniel; October 27 William A. Hardy; J. M. Reese; October 30 William Hutcheson; November 1 B. B. Wright; November 9 Victor Spence; Geo. K. Taylor; H. H. Wallace; November 23 H. Gilmore; A. W. Price; J. C. Murrell; November 29 J. A. Stigler; J. C. Jeaning; December 1 R. M. Wells; December 13 James Campbell; December 18 Seth Halsey (Randall); J. H. Buford;

V.E.2. (21 of 37)

1859 - January 3 Sam Crockett; Peter Spence; H. H. Wallace; Peter Spence; Josh W. Key; James C. Hammock; J. R. Malcombe (Jane); Jason Nowlin; J. R. Holcombe; Anne E. Sangorfield; J. J. Loving; R. L. Crockett; Josh Wilson; Geston Pitty; C. L. White; T. E. Lowey; E. D. Froyer; Will Owen; January 4 Kinner Sanders; Hugh Chandler; Thomas W. Saunders; S. C. Woodfroft; Alex Wade; James Shearer; William G. Ghet; Chris Dabney; A. Wilson; Washington Hunter; W. L. Hohkis; H. V. Thompson; Noble J. McGinn; Rich M. Wells; John H. Griffin; Charles H. Floyd; William A. Gillian; Marshall L. Harris; Wither L. Martin; C. S. Peffer; January 5 Richard Perkins; A. J. Caugh; J. C. Murru; W. S. Morris; W. H. Agrew; James M. Rucker; A. J. Engledom; C. L. Wade; J. W. Callahan; Richard Dearing; John M. Shed; John M. Oley; A. B. Rucker; B. B. Dunslau (Woodfon, Wright); R. J. Crockett; G. B. Wallace; James P. Hammett; R. J. Crockett; James Monteth; Maria Wright; January 6 C. C. Wade; H. V. Thompson; L. Walker; L. W. Valentine; William Daniel; William K. Mosby; John T. Davis; J. A. Hawney (Charles); William Owen; J. Carly; January 7 J. N. Gordon; W. W. Hangon; Michael Wallace; Mary D. Buchannan; A. G. Broaddom; M. B. Crunch; J. P. Hammett; Dave Hill; R. J. Crockett; J. R. Holt; J. R. C; H. M. Earing; B. B. Wright; William A. Wright; January 8 J. M. Otey; Alex. M. Geran; A. T. Johnson; A. Thompkins; John C. Hughes; Alex McDaniel; January 10 A. Thornkins; William H. Wright; January 24 Clement F. Harris; Charles W. Christian; C. M. Garnett; Richard Crawford; John Smeller; Hector Harris; J. A. Price; William J. Green; William J. Moon; E. O. Dance; William Leftwich; Withers Waller; James Saunder; R. O. Dole; P. H. Gilmer; William W. Leftwich; J. C. Jennings; William A. Leftwich; Sara Wright; Henry Dunnington; T. T. Saunders; J. C. Moncure; J. H. Smith; Jes Callahan; William H. Moonman; E. M. Poindexter; Davis D. Poindexter; Charles E. Fugud; James W. Stewart; John S. Caldwell; Phill Samuels; John H. Smith; J. H. Nowlin; R. C. Mitchell; Caleb Williamson; A. Ogden; William Owens; S. Hobson; John Goode; R. J. Crockett; James Campbell; January 25 Paton Spencer; W. S. Battle; January 29 John R. McDaniel; James Franklin; A. B. White; Peter W. Haiston; E. L. Stewart; January 29 C. T. Wills; Thomas J. Jarrett; R. H. Coghill; February 1 Daniel Stratton; Agnes L. Angles; February 3 William Kent; R. J. Crockett; J. C. Burchfield; James L. Morgan; W. N. Plunkett; February 5, 1859 Seth Halsey; Thomas A. Harris; April 9 Ann E. Dangerfield; H. Patterson; John H. Flood; J. S. Pirce; Phillip Samuel JR.; William Gibboney; J. M. Kay; Rob. Dennis; J. W. A. Raine; April 15 Geo L. Cock; E. McGavock; William Owen; G. Coleman; W. W. Mosby; Rob Sawyer; James L. Morgan; C. Dabney; W. W. Hanson; C. H. Leftwich; April 20 J. Fitzhugh; W. W. Leftwich; J. W. Leftwich; John Smeller; Elijah Halley; Richard Dennis; C. Dunn; William Terry; Thomas Wood; April 20 A. M. Saunders; J. M. Harris; James Franklin; E. Ward; Mary D. Buchannan; April 22 J. C. Hunter; William Jacken; John Greg; R. Chimley; April 26 R. S. Carne; R. O. Dap; R. H. Wiatt; R. Gibboney; L. Rake; April 29 Daniel Stratton; May 3 F. J. Ballard; William Leftwich; W. A. Hardy; E. S. Hutter; K. M. Daniel; May 6 R. C. Steptoe; Clement F. Harris; William C. Penow; May 11 John M. Otey; C. V. Webb; W. Hunter; W. Waller; Hector Harris; Thomas A. Harris; May 13 B. B. Tuliaferro; C. Smith; J. M. Anderson; William A. Gillian; May 17 H. V. Thomson; C. E. Webb; May 19 A. B. White; L. Locke; Jacob Merchant; May 23 Joseph Leonard; May 27 R. A. Coghin; W. Campbell; Marion J. Victor; June 9 R. A. Hurt; June 17 Geo. P. Luck; S. A. Patterson; William Hobson; June 20 Sam G. Stapler; J. P. Hammett; William Owen; C. Page; June 29 S. White; July 2 J. A. Pierce; J. R. Holcombe; Mrs. Ann E. Dangerfield; William A. Gillian; W. T. Anderson;

V.E.2. (22 of 37)

Mary W. Buchannan; Mary D. Buchannan; John Gray; J. W. Kay; W. Waller; A. Price; Peter D. Hedgman; F. M. Barker; J. C. Hayter; R. P. Patterson; A. S. Stiff; William Terry; A. L. Stiff; J. H. Wilson; Ben S. Camifer; R. C. Mitchell; S. Rocke; Jacob Merchant; William Hobson; July 5 Paul C. Cabu; R. Coghill; C. M. Garnett; F. M. Garnett; William M. Blackfoot; W. C. Smith; A. A. Hudson; Thomas Wood; William Green; Thomas W. Leftwich; S. C. Woodroof; Sam Crockett; Sam Nowlin; R. H. Wiatt; R. Sawyer; R. Gibboney; John Rake; F. L. Ballard; W. W. Hanson; John R. McDaniel; July 6 William Gibbs; R. Crawford; July 8 J. T. Davis; John Davis; W. W. Mosby; I. L. Walker; A. M. Saunders; G. L. Cock; John M. Spud; Mariah Wright; J. N. Gordon; P. H. Gilmer; J. R. Tinsley; J. M. Spud; R. Dennis; Lawly Baker; John Young; E. O. Dance (Mike); July 11 E. McGavock; July 20 John H. Patterson; James M. Rucker; John M. Otey; James Saunders; R.

Hurt; E. Frazier; Charles L. Mosby; July 25 A. C. Duhn; C. Samuel; James Franklin; John
Lee; R. C. Stiploe; C. E. Webb; R. M. Toliferro; John C. Hughes; Washington Hunter; D. A. Langhorne; John Smiller; Elijah Holley; July 26 D. A. Langhorne; J. W. Callahan; July 27 W. C. Perrow; J. W. Saunders; James L. Morgan; James M. Odgen; J. W. Sanders; July 28 C. S. Jones; Joseph Crew; James A. Hammer; I. H. Burnes; July 30 Marion J. Victor; August 3 T. Trent; William Tucker; B. B. Wright; D. P. Jones; Sarah Wright; R. Tinsley; C. V. Webb; August 16 Paul C. Cabell; Sally E. Rose; R. A. Coghill; August 26 E. G. Hill; S. A. Patterson; August 26 D. C. Dunn; W. O. Owen; J. J. Blunton; G. W. Raine; I. Fitzhugh; C. S. Mosby; A. Noell; September 6 F. S. Thomas; Richard Dennis; C. S. Mosby; Sally M. Pierce; A. McDaniel; Pepper Stirna; September 7 William Daniel; C. P. North; J. H. Buford; Sept. 9 G. B. Wallace; September 26 W. N. Jordan; September 27 C. F. Harris; John L. Oglesby; Sept. 30 S. White; Rob Gibboney; C. H. Gilmer; October 3 R. M. Taliaferro; R. A. Hurt; R. Sayer; W. O. Owen; R. H. Wyatt; W. N. Jordan; C. F. Harr; John Goode; R. A. Coghill; W. Hobson; H. B. Hoomey; A. A. Hudson; W. W. Leftwich; October 5 J. M. Kay; Sam Nowlin; A. P. Rice; J. M. Rucker; G. I, Cock; W. W. Hanson; E. McGavock; Daniel Stratton; R. Crawford; Dave A. Hammer; Joseph Crewy; W. Waller; Charles P. North; W. Saunders; A. M. Saunders; C. M. Garrett; D. C. Dunn; G. W. Kain; J. A. Price; S. C. Woodroff; October 17 Sam Miller; Frederick Robertson; James C. Hawwett; October 29 John T. Davis; G. B. Wallace; John H. Flood; D. A. Langhorne; A. C. White; J. Slaughter; James Franklin; J. W. Utz; John C. Henderson; J. M. Barker; M. G. Perrow; John M. Otey; C. S. Mosby; J. N. Gordon; S. C. Woodroof; C. S. Jones; A. S. Stiff; Richard Perkins; F. J. Ballard; John Gray; Peter Hidge; J. Tinsley; J. Caldwell; E. G. Hill; J. H. Wilson; Barry Carnift; I. Wood; Phill Samuel; John McDaniel; October 29 Ann E. Dangerfield; W. Leftwich; W. Gibboney; Henderick Roberts; John Smeller; Elijah Holley; C. S. Mosbey; J. H. Dejarrett; J. H. Burnes; John B. Lee; Jacob Merchant; S. Baker; Sam Crockett; A. McDaniel; R. C. Steptoe; Richard Dennis; James Harris; W. Tucker; H. Keaton; G. A. Saunders; M. B. Preston; R. P. Patterson;

A. Saunders; H. M. Knet; G. A. Saunders; Mary W. Buchannan; November 30 W. W. Leftwich; Ian Charles; J. S. Morgan; Hector Harris; J. W. Callahan; C. E. Webb; J. W. Utz; M. E. Hurt; G. Luck; Florentine Robinson; W. Terry; John Davis; D. P. Jones; A. C. Dunn; W. A. Gillian; Marion J. Victor; W. Daniel; M. E. Hurt; W. G. Coleman; M. W. Jones; Nov. 30 Robert Tinsley; December 31 J. Shearer; R. A. Christian; Sam Miller; J. R. Phillip; J. S. White; C. Christian; R. Crockett; Thomas Frost; Rich Dearing; A. Pettyjohn; A. Wade; S. Wright.

1860 - January 31 John H. Patterson; W. Hardy; Rich Dennis; F. M. Barker; W. A. Haron; P.

Gillian; John M. White; R. S. Comfort; john B. Swim; J. Saunders; A. Noel; John S. Bafs; A. C. Dunn; T. W. Saunders; Elizabeth Crawford; H. B. Homer; John Goode; J. M. Ogden; W. Hobbs; R. H. Wyatt; R. H. William; W. C. Parks; W. Gibboney; R. Sayer; W. Waller; E. McGavock; W. W. Hanson; G. B. Wallace; Woodson Wright; C. F. Harrison; John Earhart;

V.E.2. (23 of 37)

W. J. Green; W. F. Hart; J. M. Harrison; Washington Hunter; G. A. Raine; F. J. Ballard; Mary W. Buchannan; Chapman S. Jones; A. S. Stiff; John M. Otey; John Pierce; Francis Christian; A. A. Hudson; Mary Buchannan; S. A. Patterson; T. Wood; John A. Young; C. S. Mosby; Johnson Fitzhugh; A. B. White; A. Gillian; Joseph Crew; J. M. Harris; C. E. Webb; W. Tucker; J. A. Hammer; J. M. Harrison; E. G. Hill; A. M. Saunders; John P. Hugh; M. W. Jones; M. Walker; T. McKinney; John Sennis; W. Terry; M. Wallace; J. S. Walker; W. Daniel; J. W. Callahan; E. A. Craddock; Sarah Wright; James W. Harris; W. G. Coleman; W. Daniel; A. Pettyjohn; M. M. Kigley; T. McKinney; C. B. Wallace; J. R. Tinsley; J. S. Caldwell; R. Moon; J. J. Blanton; T. T. Saudnerson; M. E. Hurt; S. Crockett; W. O. Owen; Sam Nowlin; J. H. Patterson; James Saunders; W. W. Mosby; Alex Wade; Woodson Wright; R. Moone; J. J. Kent; J. H. Stone; Paul Hill; E. A. Craddock; C. Dabney; J. M. White; T. McKinney; James Saunders; B. B. Wright; John H. Patterson; M. Wallace; M.Wallace; M. M. Kigley; J. M. White; T. T. Saunders; E. Crawford; J. J. Saunders; John H. Smith; R. D. Moon; John Stone; A. Pettyjohn; T. McKinney; W. H. Wright; T. McKinney; M. M. Kingsley; W. H. Wright; E. Crawford; T. T. Saunders; T. McKinney; John Blanton; A. Pettjohn; E. Crawford; John H. Patterson; J. McGinnis; S. F. Johnson; J. F. Kent; M. Wallace; T. K. Watson; J. F. Kent; J. K. Nelson; T. W. Leftwich; J. Mont; J. S. Campbell; Charles Hogmouth; N. F. Thornton; S. Johnson; John Young; Rich Drarington; N. F. Thorton; Alex Wade; W. Hunter; Frances Christian; Woodson Wright; J. K. Nelson; J. Mogden; J. Christian; Paul Hill; W. Owen; R. Tinsley; A. P. Price; J. Griffin; D. Saunders; R. Crockett; W. W. Leftwich; R. Crockett; R. A. Hurt; L. Bowyer; R. R. Wright; W. Owen; J. H. Stain; John Owen; Peter Hedgman; R. E. Jeter; W. C. Person; Ann E. Dangerfield; J. T. Loving; W. W. Wright; W. Owen; M. P. Watson; James Sharer; D. P. Jones; J. H. Griffin; W. J. Alexander; J. McGinnis; Preston Pitty; R. C. Strothern; Preston Pitty; R. C. Strother; W. A. Leftwich; R. C. Strother; R. M. Taliafer; J. H. Griffin; W. Owen; W. J. Alexander; S. Johnson; L. Baker; R. Crockett; J. H. Patterson; R. Early; J. C. Slaughter; W. Owen; J. H. Loving; K. Nelson; J. H. Smith; J. F. Loving; C. V. Webb; J. W. Leftwich; Pepper Sharner; R. Crockett; L. F. Loving; J. Montuth; H. J. Garrett; J. S. Cawhill; Daniel Stratton; T. Arent; R. Coghill; Rich Dearing; R. Crockett; J. Franklin; J. Fitt; H. J. Garrett; Stephen Perrowin; C. P. North; J. N. Jordan; M. Patterson; John Jones; S. A. McConkey; R. P. Patterson; J. F. Loving; R. Gibboney; J. C. Haurauth; W. Owen; L. J. Cock; Phil Sam; J. H. Wilson; R. Crockett; Preston Pitt; Jacob Merchant; W. Leftwich; W. Owen; Pepper Sharner; W. Wright; John Sutton; J. C. Harmouth; H. J. Garrett; W. Owen; Woodson Wright; J. H. Dejarrett; R. Early; J. M. Rucker; Charles L. Mosby (Martha); Frederick Roberts; Albert M. Daniel; T. H. Burnes; James L. Morgan; W. C. Parks; February 29 R. Clement; H. V. Thompson; W. Campbell; Dr. Hector Harrison; W. Owen; Maria Wright; W. Kent; R. Crockett; R. C. Steptoe; February 29 W. Kent; John M. Sherd; Maria Wright; Jane S. Irvine; Fleming Thomasl C. E. Frig; C. E. Fryer; D. A. Langhorne; March 31 C. H. Leftwich; Sam. L. Gray; Jacob Fowler; W. Hughes; Rich Perkins; G. Luck; F. G. Morrison; J. C. Hayton; Sam Gray; M. J. Victor; J. Robinson; E. Hutter; J. S. Jameson; R. Fancy; H. Thornhill.

Annual Report, September 15-16,1858

No names of slaves. Force Employed:

There are 341 slaves in all at Depots, on the Road, with Passenger Trains, Freight Trains, Gravel, Material and Wood Trains, including 34 mechanics...

V.E.2. (24 of 37)

Annual Report, September 12-13,1860

No names of slaves.

Journal, 1860

June 13, Washington Hunter; June 30, 1860 - Samuel G. Staples. No names of owners or slaves: March 31, May 31,1860. Ledger A., November 1860 - March 1864

No names of slaves. Combined entries for amounts paid to named owners and aggregate amounts paid.

November 9,10,13, 15-17, 22, 23, 28,29, 30,1860; December 1,3-5, 8,12,13,18,21, 22, 26, 27, 31,1860; January 1-3, 1861; January 4, 5, 7-12 W. A. Leftwich; 14,15 Nancy Edgar; 16, 17 R. M. Taliaferro; 18, 22-24 Mrs. F. Christian; 25 W. P. Preston; 26, 28 J. C. Slaughter; 29, 30 H. F. Bocock; 31; February 2, 5 Sally M. Lynch, 6, 7,1861; 7,12,14 R.W. Comer; 20,21 Margart Gartdil; 22 W.F. Tuckade; 26; March 1, 2 William Kent; 5,14,15,29, 30; April 1, 2, 3,4, 5, 6, 8 James Campbell; 9, 10,11,12 R.A. Coghill); 13,15,16; April 16, 17, 19, 22, 23 Jason M. Ogden; 24, 26, 29, 30; May 1, 2 J.F. Davis; 7, 8, 9, 13, 14, 16, 20, 27, 28, 29, 31; June 1, 3, 4, 22, 29; July 1, 2, 3, 4, 5, 6, 8-12; 12, 13, 15-18 M.H. Crump; 20, 23, 25, 26, 30, 31; August 1, 2, 3, 5, 8, 13-15, 22, 23, 28, 29; September 4, 5, 12, 16, 19, 25, 26, 30; October 1, 2 G.B. Wallace; 3 W. Robinson; 4, 5, 7-10 John Jones; 11,12, 14-19, 23, 26, 28-30; November 5, 6,12-14,16, 19-21, 23, 26; December 9,11,12,17,19, 20 William H. Trent; 21, 24; 26, 27, 30 Rev. Charles Wingfield; 31 Richard Dearing; January 1, 2, 5, 6-8, 10, 11, 13-15 Jacob Merchant; 16 W.F. Yingling; 17, 18, 20, 21 H.D. Flood; 22 J.P. Hughes; 23,24 J.W. Bamett; 29, 30,1862; February 1, 2, 6, 7, 8,11, 13,15,18, 19,20, 25, 26; March 17,20, 21,27, 30; April 1, 2, 3; 4, 5, 7, 9-12, 14-19,23,24,26, 28, 30 W.C. Smith; May 2, 3, 6-8,10, 12-14 G. Saunders; 15, 19-22, 30, 31; June 2, 4, 5, 12, 31; July 1-5, 7-13, 15-17, 19, 21-24, 26, 28, 29-31; August 1,2,4-7, 9, 12-16,18, 20, 21, 23, 25, 27-29; September 1, 3, 8, 10,11,13,16, 17, 19,25,27, 29, 30;

October 1, 2, 3, 4, 6, 7, 9,10, 11, 13, 14, 15, 16; 16-18, 21, 22 H.W. Floyd; 24, 25, 27-29; November 1, 3, 4, 7, 8, 10-12, 14, 15, 20, 21, 22, 24, 26, 27, 29; December 2, 6, 12, 16, 17, 18,19, 22,23, 24, 25, 27,29-31, 1862; January 1, 2, 3, 5 S.C. Hurt; 6-10,13-17 P.G. Cabell; 19 J.S. Crockett; 20, 21, 22; 23, 24, 26, 29, 30 Thomas Corke; 31, 1863; February 2-4 L.M. Oglesby; 5, 9,12,13,19,25, 27 F.A. Austin; March 4 E.A. Gibbs; 5-7 R.p. Finny; 11, 13, 14,16, 17,18; March 19 W.A. Hardy; 20, 24 Samuel Miller; 25, 31; April 1-4, 6-11,13 R.G. Sutton; 14, 15 J.R. McDaniel; 16-18, 20, 22, 24,25, 27-30; May 2, 4- 8,11, 20, 25, 26, 29; June 4,11,12 G.W. Clement); 13, 17,19, 24, 29, 30; July 1-4, 6-11,13-18, 20-25, 27, 28, 30; 31 William Hobson; August 3 Michael Wallace; 6,10 John Washington; 11-13,18-20, 24, 26, 28; September 3, 5, 8-12 Maj. William Leftwich; 14,15,18-21,29,30 G.W. Dillard; October 1-3, 9, 21; 22-24, 28, 29, 31 J.W. Berry; November 3, 5-7, 11,13 H.T. Minor; 14, 17-19, 24, 25,27; December 3, 5, 7 J.M. Wallace; 8,10-12,16 Kent Mitchell; 22, 23 R.E. Garey; 26 Mrs. S. A. Campbell; 28, 29, 30; 30 A.L. Stiff; 31 J. W. Perry 1863; January 1, 2, 4, 5-8 W.H. Kinkle; 9 Seth Halsey; 11 R.H. Bucknor; 12, 13, 14, 15,16,18, 19

V.E.2. (25 of 37)

Wesley Wright;, 27, 28, 29, 30; February 1-3, 6, 8 M.M. Williams; 9, 10,15,16, 18 Mrs. Sarah Wright; 20, 29; March 2, 14 John O. Washington; 15 Samuel Miller; 16 (J.H. Knight); 17, 18 L. Anderson; 19, 21, 26, 28, 30, 1864. March 30, 31 (W.H. Gray), 1864.

Journal, 1860-1863

- April 30 D. C. Dunn; John Goodwin; John T. Davis; Dan A. Longhorne; R. Hoghill; J. A. Pinco; W. W. Leftwich; E. W. Gavock; Jason Franklin; Robert Tinkey; W. D. Tucker; A. Pettyjohn; A. A. Hudson; Jackson Fitzhugh; J. N. Jordon; R. A. See; T. A. Walthall; J. H. Wilson; H. V. Thompson; John Greg; E. Woodhoop; Thomas Moseley; A. Tompkin; Thomas Mouly; J. A. Hawner; G. L. Locke; Palestine W. Noell; H. Wallace; Ann E. Dangerfield; E. G. Hill; Charles A. Plogs; I. Merchant; Mr. A. M. Saunders; J. W. Kay; John A. Daniel; J. W. Jones; P. A. Gilmer; J. P. Hughes; W. W. Stickley; J. C. Slaughter; R. J. Rurmey; William Trucker; Martha Tuggle; Sarah Wright; John C. Moncure; T. Wood; J. H. Davidson; C. J. Harris; John Gibboney; John Leftwich; L. A. Bagbie; W. E. Patterson; M. S. Harrisin; Robert Gibboney; Sam Nowlin; R. Soft; R. Sayer; Sam Crockett; Paul Cabcell; Reston Getty; Robert Early; William Owens; R. A Moone; J. H. Ruford; W. B. Preston; Dan H. Rusney; Thomas Owens; R. Crockett; R. A. Coghill; G. B. Maunce; John Minon; Joseph Crewin; C. V. Webb; John Sowny; D. S. Patterson; William Daniel; T. Wallace; May 3 M. P. Watson; Robert Crockett; T. W. Saunders; M. Liftwich; R. M. Connor; Elijah Holley; J. Ballard; June 30 F. Morrison; Huston Harrison; Michael Riley; William Waller; D. Dunn; R. A. Coghill; W. W. Latwich; J. Lock.; Jacues Wauklin; August 31 A. C. Harrison; John Minor; J. H. Buford; Phillip Achler; Martha Tuggle; Sally M. Price; H. H. Wallace; Margaret Gaddisin; Ralph Conner; Flaming Thomasin; James Metcalf; D. S. Patterson; William Owens; October 23 William Settwich; J. D. Walthace; M. Wallace; G. B. Wallace; E. B. Halloway; A. A. Hudson; R. M. Talin; Sarah Wright; W. C. Smith; James Campbell; J. T. Davis; John Sowny; M. D. Buchannon; John Goodwin; E. Woodoof; E. Halley; H. McKent; R. M. Talin; D. A. Longhorne; R. M. Taliaferro; J. S. Steptoe; John Moorman; John Dickinson; Charles A. Floyd; L. A. Bagbee; C. V. Webb; C. F. Harris; W. O. Owen; Thomas Mosley; C. V. Webb; W. W. Leftwich; D. C. Dunn; D. S. Patterson; Martha Tuggle; Paul Cabu; R. McDaniel; Robert Tinsley; William Tucker; W. W. Stickley; C. Dabney; J. S. Crockett; W. L. Grun; C. S. Mosby; Mrs. A. M. Saunders; A. M. Smith; W. A. Softwick; G. W. Noel; T. Wallace; James Campbell; Ann E. Daugerfield; M. E. Harris; John Rod; E. McGavock; William Gibboney; J. Merchant; J. W. Jones; John S. Calwell; R. Aleoghill; J. G. Morrison; T. Mosley; Fleming S. Tnomas; A. B. White; R. S. Wooson; Sam Nowlin; R. A. Coghiii; P. H. Gilmer; J. N. Gordon; R. Pirkins; E. B. Wallar; T. Wood; Rob Gibboney; James Campbell; Mary W. Buchannon; M. W. Buchannon; James Campbell; Josh Giny; David Duncan; Rob Sawyer; W. D. Tucker; G. A. Saunders; R. A. Sye; John Gary; H. Burner; M. A. Gillian; M. Leftwich; R. J. Burnegin; A. S. Stiff; J. M. Kay; J. B. Sayne; J. H. Wilson; C. E. Webb; John Smilser; Archibald Wade; John Moorman; T. G. Burrup; Sam Staples; John Moncure; George A. Cock; A. S. Whaling; Frances Christian. November 3 J. G. Shears; James A. Wamner; Robert W. Conner; November 22 J. H. Dands; December 8 H. V. Thompson.
- January 1 R. A. Lee; R. Perkins; Washington Hunter; John M. White; Mrs. A. M. Saunders; Washington Hunter; James Metcalf; C. A. Floyd; I. S. Pendleton; L. A. Bagbio; C. E. Webb; Thomas Trust; James A. Hammer; D. F. Patterson; J L. Stiff; J. D. Walltrall; J. H. Burnes; J. H. Gordon; Clifton V. Webb; Nancy Conner; January 3 G. J. Cocke; A. Wade; Susan Shephard; Susan Speller; W. W. Manson; Dr. John Minor; Jack Dearing; T. E. Reynolds; Seth Halsey; January 2 Thomas Trunt; F. S. Thomas; James M. Cobbs; I. M. Patterson; I. M. Wilson; I. M. Jones; D. Cauch; 1.1. Hughes; R. A. Caghill; William Tucker;

V.E.2. (26 of 37)

Thomas Mosley; M. L. Morris; John Stone; W. W. Liftwich; Lillian F. Jordan; John Jonis; January 5E. G. Hill; A. B. White; I. B. Layou; I. F. Switman; I. H. Jones; James Franklin; 1.1. Alanton; I. L. Stephon; W. Waller; John Goode; R. C. Gary; Thomas Wallace; W. E. Satterson; R. Tinsley; I .F. Switman; William Lifrwich Jr.; 1.1. Plantoa; W. D. Tucker; D. A. Longhorne; W. O. Owen; D. L. Dunn; C. F. Harris; January 7 Anne E. Dangerfield; A. A. Hudson; John Dickson; L. P. North; H. V. Thompson; T. T. Saunders; I. Crown; John Guy; Paul Cabell; R. I. Bumey; T. G. Morrison; F. T. Ballard; T. H. Gilmer; A. M. Smith; Dr. Charles Fright; Maria Fright; F. G. Morrison; Joseph Cown; T. T. Saunders; C. J. North; John Dickson; January 8 F. W. Naill; Ges F. Luck; John C. Mancure; Paul Hill; J. A. Pannett; William Daniel; C. Dabney; Charles Sunsbraugh; Martha Tuggle; John Lowey; E. M. Clay; R. O. Dof; January 22 A. C. Harrison; M. C. Leftivoch; South Side Railroad Company; J. H. Stone; Mary M. Chambers; January 25 R. B. Preston N. P. Preston; W. W. Hickley; L. Merchant; J. L. Slaughter; James N. Buford; H. M. G. Hunt; January 30, 1861: Samuel Newlin; H. F. Bocock; E. Woodruff; February 1 Parker Jones; February 5 S. L. Dearing; Sally M. Lynch; Mary W. Burchanan; G. B. Rallaco; R. L. Woodson; John Bodken; J. Kegley; A. Thampkey; February 6 Johnson Pitzhugh; H. H. Wallace; E. M. Garack; Mrs. E. R. Wallace; Elizabeth B. Halloway; Michael Wallace; Mary R. Cuchanan; G. B. Wallace; J. S. Crockett; William Gibboney; R. S; Robert Sayers; Samuel Crockett; W. J. Greene; Robert Gibboney; Thomas Woods; February 25 Ancher Pettyjohn; March 1 J. H. Davidson; William Henry; W. G. M. Gennis; March 5 W. J. M. Ginny;

April 8 W. C. Smith; T. W. Sanders; James L. Campbell; William Leftwich; J. W. Wilson; John B. Dabrey; William Owen; J. W. Ians; R. D. Moore; J. B. Sayore; John Guy; Jane J. Hicklin; April 20 W. H. Moorman; W. D. Woodson; James A. Watkins; W. A. Leftwich; James M. Ogden; J. W. Pettigrew; James L. White; M. M. Williams; April 26 J. D. Coler; Henrietta Cunningham; Catherine Gatewood; William Morely; William Saunders; A. J. B. Rucker; W. A. Gillian; May 2 A. M. D. Smith; May 9 C. A. Slaughter; A. C. Harrison; July 23 Mrs. E. W. Withers; John Guy; A. Wade Sr.; J. M. Philips; July 25 J. S. Caldwell; H. D. Flood; W. A. Payne; I. V. Deaton; August 21 John Waller Jones; R. C. Gary; E. M. Clayton; J. V. Depton; August 24 P. H. Noell; September 2 Geo P. Rick; Rick Dearing; September 9 W. Robinson (David); A. M. Maybell (Isaac); J. J. Camden (Jack); October 2 William Leftwich; J. N. Gordon; R. A. Coghill; P. A. Gilmore; John Minor; J. D. Prince; A. G. Cox; Wynham Robinson; J. D. Peirce; J. L. Crockett; M. L Slaughter; H. W. Hill; Samuel Pryor; J. P. Haphur; J. M. Longhorne; J. W. Callahan; C. L. Morby; October 3 C. Gatewood; R. W. Crenshaw; Jane L. Hicklin; Charles Hendson; J. H. Wilson; Emma S. Crenshaw; John Goode; A. J. Rucker; M. L. Harris; P. W. Noell; J. H. Davis; J. W. Pettygrew; J. J. Saunders; James Franklin; A. B. White; William Daniel; Mary A. Wills; James D. Taylor; Samuel Fries; October 11 M. S. Stiffey; William M. Pettyjohn; D. D. Pointdexter; John Smilser; J. M. Rucker; November 25 John Guy; W. B. Prestons; December 17,1861: Mrs. Jane Picklin (Henry); Mrs. Sally M. Lynch (Daniel); John S. Ralph (Jordan); John Minor (John); J. K. Jones (Riland); Charles Henderson (Carter); G. B. Wallace (Jim); R. A. Coghill (John, Bill); E. B. Wallace (Emanuel); Rev. Charles Wingfield (Cliff); W. H. Lunch (Stephen); Catherine Gatewood (Nimrod); J. J. Burks (Henry); Rich Dearing (Fountain); Warhinton Hunter (Nathan); D. C. Dunn (John, Adam); Michel Wallace (Henderson); Washington Hunter (Umphrey); J. S. Thomas; W. W. Floyd (Dick); John Minor (Thornton); December 26 J. W. Wingfield; W. W. Mickley (Henry); December 30, 1861: P. H. Gilmer; W. W. Roberts; G. C. N. W.; F. G. Morrison; James Dicklin (Henry); H. D. Flood (Priscilla); A. Boutwell (Warner); J. D. Prince (Ian); W. A. Liftwich (Charles); W. C. Perrow (Luke); A. C. White (William); J. M. Ogden (Robert); Samuel D. Rice (Booker); L. D. Robinson (Henry); J. W.

V.E.2. (27 of 37)

1862 - January 1 Jason H. Harris; Jas A. Hammer; R. Y. Hosseley; A.Wade; U. C. Walker; J. J. Stratton; I. C. Slaughter; J. R. Crews; A. Wade; J. C. Walker; I. W. Harris; H. J. Minor; J. F. Suitman; Thomas Wallace; Ann E. Eubanks; G. J. Cock; P. D. G. Hedgeman; Robert Dinsley; J. W. Andrews; Hugh Nelson; A. C. White; I. N. Gordon; A. Pettyjohn; W. A. Mason; D. A. Langhonrne; H. A. Gillion; Seth Halsey; Beiger Williams; J. D. Pierce January 2 Thomas Floyd; J. M. Camden; J. B. Layne; J. W. Callahan; John Guy; A. J. Minor; John Guy; Seth Halsey; W. A. Gillian; J. B. Layne; J. N. Gordon; A. C. White; Hugh Nelson; R. Tinsley; Ann E. Eubank; John Camden; J. D. Price; Benjamin Williams; C. J. Harris; J. Scott; J. A. Smith; A. C. Harrison; John Dickison; W. C. Perrow; C. R. Slaughter; C. W. Jones; R. W. Chrinshaw; R. A. Pendleton; R. A. Coghill; Emmanuel Chrinshaw; Thomas Cock; C. L. Moorbey; A. M. Jennings; W. Hunter; William Ducker; January 3 J. Goode; P. W. Noe; Thomas Moseley; Jus M. Smith; Jim Dickerson; William C. Perrow; C. R. Slaugher A. M Jennings; R. A. Coghill; William Cock; Washington Hunter; William Tucker; Joe Grade,homas Moseley; Sally M.Lynch; I. G. Dearings; Susan Dearing; John Minor; E. Hill; I. J. Crockett; Samuel Prince; Wynham Robinson; I. H. Wilson; J. H. Miller; I. A. Watkins; C. Dabney; I. B. Dabney; Mrs. E. D. Frayzer; P. C. Cabell; J. M. White; A. B. White; James Franklin; P. W. Whithers; January 4 Lamb Nowlin; R. W. Withers; Sally M. Lynch; J. G. Dearings; John Minor; E. G. Hill; J. H. Miller; E. Dabney; Paul C. Cabell; Wyndham Robinson; James Franklin; C. H. Lynch; Thomas L. Walker; C. P. Luck; W. Dandel; John Hancock; Hector Harris; Elijah Hally; J. M. Ogden; Alice Mussell; E. M. Pointdexter; R. A. Coghill; M. M. Williams; M. L. Harris; January 9 R. A. Fogus; Samuel Garland (John); H. V. Thompson; J. L. White; H. Boyd; J. R. Price; J. D. Taylor; M. R. Wills; January 7 A. Thompkins; A. Pucker; Robert Giboney; M D. Buchannan; Michael Wallace; G. B. Wallace; C. A. Floyd; M. W. Buchannan; I. R. M. Daniel; W. W. Leftwich; Samuel Garland; M. O. Buchannan; I. R. McDaniel; January 11 John Smeler; H. Dunnington; Spingly Hamlin; J. W. Bettygreed; J. D. Dicklin; Catherine Gatewoods; Samuel Miller; Charles Henderson; R. D. Moore; A. G. Cox; A. A. Henderson; A. W. Floyd; January 13 Samuel Miller; N. W. Floyd; Charles Henderson; Catherine Gatewood; 1.1. Ficklin; John Smilon; January 14 Lucy Perkins; J. S. Campbell; Arthur Lewis; W. A. Leftwich; J. H. Adams; Jacob Merchant; January 16 W. A. Yingling; Sarah Wright; S. B. Poindexter; Seth Woodruff; S. W. Prince; H. H. Wallace; D. D. Poindexter; January 18 A. Ogden; Samuel Pryor; Thomas Longhorne; W. A. Mosbey; January 21 H. D. Flood; 1.1. Davis; I. P. Hughes; January 23 William Leftwich; J. W. Burrows; J. W. Basnech; W. J. Parker; John Loury; January 27 William Owens; W. A. Payne; W. A. Hands; James Mucalfe; W. H. Crump; H. H. Lewis; Robert W. Brown; January 31 J. H. Moorman; K. D. Woodson; J. M. Rucker; February 8 Mrs. E. B. Wallace; J. P. Mitchell; F. A. Deaton; February 24 A. D. Stiff; C. J. Merryweather; March 15 W. B. Preston; March 18 John Mitchum; N. J. MCGunnis; W. A. Payne; April 1 Samuel Howlin; C. Wingfield; E. A. Gibbs; C. Dabrey; J. G. Morrison; A. J. Rucker; J. C. Slaughter; Paul C. Cavell; H. D. Flood; J. A. Huyson; W. W. Roberts; Hugh Nelson; SethHalsy; S. Rutherford; Scott Hix; A Hancock; J. L. Schoolfield; S. C. Hush; J. A. Watkins; J. L. Arrington; S. C. Hugh; Samuel Payor; J. M. Ogden; April 4 S. A. Campbell; 1.1. Reynolds; I. W. Sale; L. B. Harwick; William C. Perrow; William Daniel; S. D. Williams; I. N. Goron; E. W. Westers; I. W. Pettygrew; I. H. Stone; I. H. Chalmus; C. A. Floyd; W. N. Floyd; Thomas Moseley; P. H.

V.E.2. (28 of 37)

v;,-1,l_a. I_om^ \A B,a«,. WT TJ Vin^Ulo- W TJ fonitor T TJ P*»ttim>ct- C~J Dn

IVllll/JVll/, tflUU^/O 1VX. XVUVIkU, l» . XL. lUUVIVlVj TT . 11. ^C*J , X. XX. X WlllgU&t, OctlliUWl X iy\Jly \^.

Dabney; H. L. Tuggle; W. H. Roberts; I. W. McAllister; Thomas L. Arlington; F. O. Thompkins; I. N. Gordon; Hugh Nelson; P. C. Cabell; E. A. Gibbs; William Owen; S. D. Williamson; E. W. Withers; C. R. Slaughter; Mary R. Slaughter; October 14 Thomas Pellis; Henry Dunington; A. McNesmith; R. P. Timmy; James H. Buford; R. R. Owens; John Smiler; J. R. Tunsley; Lucus A. Boalwight; October 17 D. D. Poindexter; R. A. Cophill; A. I. P. Rucker; George Abbott; James M. Ogden; Charles A. Floyd; R. W. and Mrs. N. Conner; October 24 John Warlingdon; W. W. Floyd; Wesley Wright; Sally W. Pierce; J. T Poindexter; D. D. Poindexter; F. G. Moneson; S. Patterson; November 1 John F. Hix; J. A. Watkins; William A. Gillian; November 5 S. B. Poindexter; J. P. Hughes; A. V. H. Watts; November 8 H. V. Grompron; I. A. Adams; R. P. Patterson; H. H. Wallace (William); James M. Ogden (Reubin); W. H. Tilanz (Stephen); P. C. Cabell (Willis); Charles A. Floyd (Henry); John Woodson (Joseph); Charwell Dabney (Sulivan); R. A. Caghill (Charles); November 11 Paul Hull (James, Sam); Thomas Moseley (Archy); W. H. Jobelb (Wash); R. P. Jenny (James); G. A. Clement (John); J. R. Tinsley (Cain); John Minor (Barney, Minor); Henry L. Tuggle (Philip); John H. Smith (Jim); H. D. Akeers (Isaac); H. D. Floods (Brunella,

V.E.2. (29 of 37)

Thompson); William A. Gillian (Charles); F. O. Thompkins (Abraharri); Mary D. Buchanan (James); Mary W. Buchanan (Henry, William); John B. Dabney (Sam); C. L. Mosbey (Merchant); G. D. Davis (Ambrose Booker, Stephen); I. E. Baf (Iaihua); I. S. Harris (Ned); Allen Ogden (Ned); I. A. Furguson (William); I. A. Stigler (Fosley); Charles Henderson (Henry); James I Hicklin (Henry, Bob, Jack, Titer, Henry; Charles) Mrs. Eliza Epps (I. Day); Thomas Moseley; November 26 W. W. Boher; John Buford, John Goode; William Leftwich; December 8 John H. Knight; December 11 Jane S. Nowlin; C. K. Taylor; Susan A. Hobon; December 16 R. C. Allen; Matilda M. Williams; B. W. Connor and Mrs. Nancy Conner (Willis, Jim, Dave); D. D. Minor (Philip); G. C. H. Wingfield; Thomas P. Jopling; December 22 I. L. Schoolfield (George); Robert Michell (Polk); W. H. Caruthers; R. R. Dunslall (Jacob); John Minor (Thornton); Henry D. Flood (Wesley); D. H. Hogue (Harry); I. H. Sweatman (Henry); B. W. Conner and Mrs. B. Conner (Jim, William); December 23 G. W. Clements; P. D. Cofer; Sarah Soretman; I. D. Soretman; S. Rutherford; Martha Cheadle; E. W. Clayton; Mrs. M. A. Cheadle (Peter); I. H. Hugh (Harry); Dr. Robert Patterson; I. B. Dabney; R. P. Hurney; Mary Hurb; I. M. Watts; C. A. Floyd; H. C. Hill; December 25 W. H. Kinckle; James Cambell; S. C. Hunt (Bob); D. B. Poindexter (Gabriel); H. Flood (Ambrose); I. B. Hoplin (Charles); I. B. Layne (Martin); E. M. Clapton (Seroanh); H. T. Minor (Phil); John Minor (Lewis); Sarah Stoetman (Joe); N. McGinnis (Sandy); Seth Halsey (Henry); R. R. Owens (Henry); B. W. and Mrs. N. Conner (Jim); Sam Miller (Gram); I. W. McAllister; John H. Smith (Jim); M. M. Williams (George); I. R. McDaniel (Henry); I. C. Saunders (Mason); D. Mann (William); Seth Halsey (Henry); I. S. Crockett (Spencer); I. D. Davis; I. R. Tinley (Cam); R. C. James (Harry); December 26 I. A. Stigler (Harley); W. W. Floyd; I. D. Davis (Booker); Charles Henderson (Henry); I. P. Hughes (Phil); I. B. Dabney (Emond); Henry D. Flood; I. H. Smith (John Keys); L. Mosby; W. B. Preston; December 29 Paul J. Davis; J. T. Davis; A. C. White; T. L. Arrington; J. H. Buford; John W. Wingfield; Mrs. E. W. Withers; I. A. Buchanan; F. A. Morrison; December 31 A. Pettyjohn; R. Hearring; A. Wade; Thomas Moseley; Samuel A. Patterson; A. A. Legnan; S. A. Williams; R. P. Patterson; John Williams; Charles Wingfield; H. T. Minor; J. W. McAllister; Sarah Wade. W. I. Allen; Charles A. Floyd; John Goode (Martin); W. H. Kinkle (Mush); Robert Jeter (Ellen); December 31 John Smither (Morris); A. C. White (James, Edmond); I. B. Dabney (Sam); R. R. Duntall (John).

Dabney; Jaque P. Scott; Thomas McKuprey; A. M. Glapell; I. P. Bass

January 6 S. C. Kurt; E. W. Morris; D. K. Kipue; W. W. Stickly; Sallie W. Pierce; William

Perrow; R. K. Bucker; Charles Hendron; 1.1. Hicklin; R. H. Buckner; D. H. Hape; January 7 John Woodson; Walter Perkus; W. W. Isbell; Sam S. Nowlin; John P. Hughes; M. D.

V.E.2. (30 of 37)

Harry; John M. Spud; M. L. Harry; W. W. Isbell; Jane S. Nowlin; S. Chalmer; Sam Pryor; A.

Hognock; John Smiller; J. M. Robinson; George I. Cock; C. W. Gilf; January 10 D. D. Poindexter; Asa Gill; I. W. Pettygrew; David Poindexter; January 12 I. M. Watts; John Goode; E. W. Howley; James M. Watts; January 14 John Washington; Joshua P. Oglesby; I. L. Schoolful; 1.1. Bayner; B. S. Hulter; S. Rutherford; R. Mitchell; H. V. Thompson; R. R. Owen; W. K. Trent; 1.1. Saunders; R. R. Owen; A. Dearing; January 16John L. Muffitt; C. L. Mosbey; Lucis A. Boatwright; I. D. Davis; I. R. Tusley; John Davis; William Leftwich; W. A. Gillian; L. W. Wingfield; W. I. Adams; January 17 P. C. Cabell; I. S. Crockett; C. H. Harris; January 21 R. H. Rucker; D. D. Jellis; Allison Ogden; E. M. Clayton; A. Leftiwich; I. W. Callihan; January 23 I. C. Slaughter; W. W. Leftwich; Wesley Hugh; R. C. Gary; Wesley Wright; William Trent; John Lowy; I. A. Stiples; Henry A. Allen; I. A. Furguson; January 26
D. Flood; John Buford; Thomas Cooke; January 31 Robert C. James; Greg D. Davis; George D. Davis; R. C. James; February 2 A. C. White; I. K. Knight; John H. Knight; L. M. Oglesby; James A. Watkins; February 5 John P. Sale; W. H. Petts; A. McSmith; February 11 P. W. Burnes; B. H. Peter; P. W. Noell; John W. Burnett; George Abbott; February 19 Francis Deaton; March 2 D. W. Wingfield; E. A. Gibbs; March 9 H. I. McGunnis; R. D. Moore; March 14 I. E. Taliaferra; H. Dunington; March 18 W. A. Hardy; Samuel Miller; March 25 I. H. Adams; H. H. Wallace; John M. Wingfield; March 28 John Smelner; Mrs. M. A. Daniel; W. H. Kinkle; April 1 P. C. Cabell; I. P. Hughes; I. S. Baf; I. N. Goran; Charwell Dabney; Thomas W. Jenny; Martha Chisdie; I. H. Knyght; W. H. Hughes; Samuel Pryor; Bettie W. Nelson; Mary H. Fugu; W. H. Caruther; William Tucker; W. W. Leftwich; I. W. Wingfield; W. D. Tucker; April 3 Thomas D. Walthall; Henry Mapie; H. D. Flood; Seth Halsey; William Daniel; P. H. Ryan; R. B. Tunstaff (Talton); A. M. Glapue (Walker); W. H. Grey (William); April 9 W. W. Crisor; R. Gary; R. D. Dalton; Susan M. Thiftherd; Martha Tuggle; John Goode; W. H. Hughes; April 13 R. C. Sutton; I. B. Dabney; A. M. D. Smith; F. G. Morrison; I. R. McDaniel; John McDaniel; Samuel Miller; April 16 Sarah McFadden; William Leftwich; H. A. Legrand; James Saunders; R. H. Ward; S. M. Lynch; James Dearing; C. H. Lynch; April 18 R. H. Hard; S. M. Lynch; James Dearing; D. Shalton; H. C. Hill; P. H. Noell; C. P. North; H. C. Hill; April 22 I. P. Popling; John M. Wallace; Sam. Nowlin; E. S. Hutter; A. Harrison (James); April 25 L. P. Poindexter; John L. Poindexter; R. A. Coghill; P. H. Christian; Tim Mirmis; A. Cohn; Mrs. E. W. Withers; Lucas A. Boatwright; M. Langhorne; M. M. Williams; May 1 Thomas H. Flood; I. C. Taylor; James W. Stuart; Robert Mitchell; Seth Woodruff; I. R. McDaniel; May 7 I. M. Ogden; Mrs. M. Hurt; R. W. Crenshaw; Mav 19 Hector Ha"¹'*^- w ^T Walthall-w H Arthur-Stpnhmi a t?qtv>-t.,k, i Susan A. Campbilt; I. S. Bap; Mrs. E. Withers; Mrs. M. A. Daniel; W. W. Kinkle; John Kilmer; C. Dabney; I. N. Gordon; D. H. Miller; Hugh Nelson; G. B. Wallace; July 9 I. M. Odgen; P. H. Christian; Thomas K. Floyd; Charles Carter; D. A. Langhorne; July 11 A. McSmith; C. Hundon; Paul Cabell; Samuel Nowlin; Jim Minis; G. H. Watson; Seth Heasley;

I. S. Langhorne; July 14 A. A. Legrand; A. C. Hearson; Henry Mapin; A. C. Harrison; M. M.

Fellias; A. H. Yancy; John I. Hinn; I. B. Doplin; July 17 John P. Hughes; July 18 John

McAllister; William Darnel; P. H. Ryan; Marshall Harrison; John Goode; I. B. Dance; Lucas

A. Boatwright; July 25 I. M. Wallace; C. P. North; I. H. Stone; Martha Tuggle; S. Tuntoll;

July 31 W. Hobson; August 3 Michael Wallace; August 10 P. E. Bab; John Harrington; I. O.

Washington; I. W. Sale; August 19 David I. Mann; Sallie Wright; Robert Mitchell; August

26 Ellen Thompson; John B. Dabney; R. B. Tuntall (Jim); I. F. Smitman; Sarah Smitman;

September 1 William Owen; John Mitchell; George Ground; G. W. Ground; September 8 I.

Pettelf; I. Maupin; David Wyant; T. E. Loury; Charles Lunford; September 14 William

Leftwich; I. W. Callahan; September 30 A. K. Yancy; George W. Dillard; John Minor;

October 1 F. G. Morrison; W. H. Kinkle; Mrs. M. A. Daniel; Charles Scott; Samuel Pryor;

V.E.2.(31 of 37)

Samuel Nowlin; I. M. McAllister; Seth Halsey; R. P. Patterson; I. N. Gordon; October 9 A. McSmith; D. E. Lowry; Martha Tuggle; Hugh Nelson; A. L. Stiff; C. Dabney; Paul C. Cabell; I. S. Bap. W. W. Leftiwich; A. Cohn; D. A. Langhorne; I. W. Stuart; Mrs. Mary Hurt; R. W. Crenshaw; S. C. Hurt; October 21 John B. Dabney; John P. Hughes; William Tucker; Judith B. Cardwell; William Owen; Henry D. Flood; P. O. Thompkins; W. C. Perrow; W. H. Hughes; Mrs. Mary w. Fuqua; Billies W. Wilson; R. M. Cock; I. W. Wingfield; John Goode; F. B. Dean (Matt); C. P. North; Daniel Shalton; W. W. Crevor; I. R. McDaniel; October 22 Nancy Legrand; James Harris; A. Wade; October 27James M. Odgen; I. W. Sale; P. W. North; S. W. Isbell; George W. Watson; I. Berry; November 6 W. B. Byars; D. B. Doplins; R. H. Bucknor; R. H. Coghill; W. Leftwich; November 11 W. L. Wyantt (Waller); R. M. Coke (Micayah); M. Allen (William); D. E. Caldwell (Steve); C. M. Garnett (Dick); November 16 W. H. Kinkle (Nelson); Rich Dennis (Clem); November 23 Paul Hulb; John Smelson; November 25 M. M. Williams; Charles H. McCurdy; I. W. McCurdy; John W. McCurdy; J. E. Caldwell; Stephen H. Hove; Mrs. A. E. Dangerfield (John, Tom, Dick); John Smiler (Morris); Mrs. Mary Hush (Newton); I. S. Langhorne (Ralph); December 5 Henry Map; I. M. Wallace; James W. Callahan; December 91. M. Gayle; Stokes Tuntal; 1.1. Saunders; A. Wayland; I. Woodson; December 17 Charles Carter (Barney); William Leftwich (Plinnant); Samuel Hobson (Edum); William Hoben (Jeff, Wyatt); Tucker Woodson (Randall); S. R. Tuggle (Berry); Mrs. A. E. Dangerfield; I. S. Langhorne (Ralph); S. A. Fore (Isaac); I. Maupin; Charles Henderson (William); Mrs. L. Allen (Peter); D. D. Mann (William); A. C. Harrison (Farley); I. W. Isbell (Wiatt); Wesley Wright (John); R. C. Gary (Richard); Sarah Wade (Geanville); D. D. Fricklin (Charles); D. James (William); December 25 James Stewart; R. Dalton; R. C. Gary; L. Oglesby; R. C. Gary; John B. Dabney (William); I. E. Caldwell; H. Gunst (John); E. W. Withers (George); H. D. Flood (Dereck); R. R. Tuntall (Darliton); S. B. Poindexter (Andrew); P. C. Cabell (Royal); 1.1. Saunders (Rubin); W. H. Cuark (Emanuel); Dr. W. Owen; A. Hill Brown; Susan A. Campbell; Depres Shiffey; Rob Mitchell (Polk); H. D. Luckett (Bill); Laurind Henderson (Moes); I. L. Brown (George); W. W. Leftwich; H. I. Minor (Phil); R. M. Cox (Macagah); Sam Miller; William Tucker (Creed); James Harris (Ken); S. C. He (Ian); R. B. Tuntall (John); John H. Knight (Mat); E. M. Clayton (Henry); F. A. and G. B. Austin (Gilbert); William Kent (Randal); F. G. Morrison (Ned); R. A. Coghill (John); G. B. Wallace (Willis); D. H. Hoge (Jim, Bob); D. H. Hoge (Ian, Finney); John I. Winn (Ben); G. B. Wallace (lac, Henry); John B. Dabney (Ned); John H. Smith (Jim); E. M. Clayton (Nelson); 1.1. Fricklin (Sites); Seth Healey; Mrs. Sarah

vvugui ^vJicciil, oaiu j>Owiui \i Cici), 11. v^. ivimui ^ vrimaiii/, V> . j. wTOw (juiinj, ivi. ivi.

Williams (Geo); Seth Halney (Henry); I. M. Gayle; December 29 R. S. Booton; H. L. Stiff; I. F. Smitman (Henry); Mrs. Mary W. Furgua (William); A. M. Clapell (Cyrus); G. B. Wallace (Ben); Miles C. Leftwich; R. H. Rucker; Robert Mitchell; E. B. Wallace; I. W. Berry; Susan A. Hobson; Thomas Cox (pp. 490)

No names of owners or slaves: January 31,1861.

Journal, 1860 -1864

V.E.2. (32 of 37)

No names of owners or slaves: December 3; December 18; December 21; December 22

1861 - January 1 R. C. Gary (John, Dick); R. C. L. Moncuro (Henry, James); John Deckerson (Henry); C. E. Webb (Daniel); W. Waller (Charles); T. Tunt (Stephen); T. Moseley (Archy); H. F. Bocock (Nixon, Jac); R. O. Doj (Bob, Randal, Tom); Col. James A. Hammer (Momot); Daniel Stratton (Patrick); Mrs. E. D. Frazier (Madison); C. P. North (Henry); H. D. Flood; I. B. Cruso (Charles); James N. Gordon (John, Jim);:. A. Bagbio (Ben); W. A. Leftwich (Sam); D. F. Patterson (Jepes); G. B. Wallace (Henry); Paul Hull (Sam, Jim); 1.1. Blanton (Mitchell, Cooper); Robb Tensly (Coleman, Nat, Peter); R. A. Lee; R. Perkins; W. Hunters; J. M. White; J. Metcalf; C. A. Floyd; J. S. Pendleton; January 2 L. A. Bogbie; C. E. Webb; Thomas Trent; James A. Hammer; I. L. Stiff; I. D. Watthall; I. H. Burns; I. A. Gordon; Clifton Webb; Nancy Conner; James Metcalf; I. S. Pendleton; Thomas Tunt; C. A. Floyd; C. E. Webb; F. S. Thomas; J. M. Cobb; January 3 John N. Jane; J. J. Cocke; A. Nude; S. M. Shepherd; Susan Spiller; W. W. Hanson; Dr. John Minor; Rich Dearing; Seth Halsey; Charles W. Christian; J. M. Cobbs; I. M. Patterson; I. M. Nelson; I. W. Jones; D. Couch; I. T. Hughes; William Tucker; Thomas Mosley; M. L. Harris; John Stone; L. F. Gordon; M. L. Harris; January 5 E. G. Hill; A. B. White; I. B. Layne; 1.1. Switman; I. W. Jones; James Franklin; 1.1. Blanton; I. L. Steptoe; Withers Wallace; John Goode; R. C. Gary; Thomas Wallace; W. E. Patterson; Robert Tinsley; January 7 W. D. Tucker; D. A. Langhorne; W. O. Owen; C. F. Harris; A. E. Dangerfield; A. A. Hudson; John Dickson; H. V. Thompson; John Guy; Paul C. Cabell; R. I. Burney; F. L. Ballard; P. H. Gilmer; A. M. D. Smith; Dr. Charles Wright; Maria Wright; January 8 F. G. Morrison; Joseph Crevos; 1.1. Saunders; P. Noell; Geo P. Luck; January 9 Paul Hill; I. W. Barnett; William Daniel; C. Dabney; Martha Puggle; E. M. Clayton; Paul Hull; January IOCS. Mosby; W. A. Gillian; John S. Cauldwill; Kirkwood W. Otey; Hector Harris; January 11 J. C. Shearus; January 14 E. D. Frazer; D. W. Price; I. F. Gordon; January 15 L. F. Johnson; Elijah Heally; Nancy Edgar; John Hancock; January 16 C. M. Lynch; R. M. Tuliaferro; January 18 D. Stratton; G. P. Locke; I. R. McDaniel; January 19; A. C. Harrison; January 22 I. H. Stone;

V.E.2. (33 of 37)

January 24 W. B. Preston; January 25 W. W. Stickley; I. Monchard; I. C. Slaughter; January 28 J. H. Buford; Sam Newton; H. F. Bocock; January 30 E. Wooduff; February 1 P. Smith; February 4 S. L. Dearing; Sally M. Lynch; February 6 M. N. Buchanan; G. B. Wallace; R. L. Woodson; John Bodkin; 1.1. Kegley; A. Thompkins; Johnson Fitzhugh; H. H. Wallace; E. M. Garock; E. B. Halloway; William Gibboney; February 11 Alex Wade; J. J. Moorman; February 14 H. Cunningham; R. W. Conner; February 19 M. Gaddie; February 20 J. H. Smith; February 22 W. F. Luckady; February 26 A. Pettyjohn; Robert Coghill (Henry); J. B. Wallace (Pat); March 11. H. Davidson; William Kent; March 13 W. A. Hardy; G. A. Saunders; March 29 William Tucker; W. W. Roberts; April 1 A. C. White; April 2 T. D. Watthall; F. B. Dear; Wyndham Roberts; M. L. Hardy; I. W. Callahan; 1.1. Burke; C. O. Willis; April 4 Mary R. Willy; James B. Taylor; James P. Scott; April 6 A. A. Hudson; D. G. Hedgman; I. W. Utz; April 8 I. W. Wilson; William Owen; April 13 A. B. White; I. Merchant; S. D. Rice; April 17 W. C. Perrow; April 24 Catherine Gatewood; May 2 Elsey Burke; John T. Davis; T. D. Watthall; July 2 M. L. Harry; Samuel Garland; Emma Crenshaw; , July 5 William Daniel; July 8 Jane Ficklin; F. B. Dean; July 12 Lucy Derkins; July 20 G. W. Grounds; W. C. Perno; July 25 W. A. Payne; August 1 P. F. Camden; August 13 P. B. Tunstell; P. H. Gilmore; September 2 Rich Dearing; September 20 R. D. Moore; October 1 A. G. Cox; October 3 C. Gatewood; October 17 P. D. Cofer; November 11 David Pointdexter (Gabriel); 1.1. Saunders (Henry); John W. Bamett (Doc); James C. Slaughter (Mason); November 22 Samuel D. Rico (Booker); H. W. Hill (Randolph); John Guy (George); December 9 G. B. Wallace (Alex); Charles Henderson (Jerry); C. A. Floyd (James); Seth Halsey (Henry, Winston, Rilly, Bill); C. A. Floyd (Jim, Joshua); William leftwich (Cagy, Jac, David, Bob, John, Isaac, Edmond, Stephen, Charles); James A. Buchannan (James); December 10 A. M. Pennings (James); Thomas N. Langhorne (Lewis); December 14 John Coats (Abram); December 16 Mrs. Jane Pecklin (Henry); Sally M. Lynch (Daniel); John S. Bah (Jordan, Steve); John Minor (John, Thornton); J. K. Jones (Riland); Charles Henderson (Caster); R. A. Coghill (John, Bill); December 17 N. W. Floyd (Dick); I. F. Camden (Caliborne); H. D. Flood (Ed, Peter, Dick, Wesley, Lewis); Paul C. Cabell (Tom); Archy Wade (Peter); I. H. Miller (Dan); W. Tucker (Frederick); James L. Campbell (Albert, Wesley); E. B. Wallace (Emanuel); R. Charles Wingfield (Clifton); W. H. Trunt (Stephen); Catherine Gatewood (Nennor); 1.1. Burks (Henry); Richard Dearing (Fountain); D. C. Dunn (John, Adam); Michael Wallace (Ewing, Henderson); December 21 Seth Halsey (Vince); R. W. Withers (Flemming); John Dickerson (Calvin, Bob, Smith); R. B. Tunstall (John); T.

Robinson (Gilbert); John B. McDaniel (Harry); J. S. Caldwell (Henry); Samuel Miller (King, Rice); N. I. McGinnis (Dan, Perm); I. B. Layne (Martin); December 30 J. C. Walker (Bondurach); J. J. Flicklin (Henry); H. D. Flood (Brunella); A. Boutwell (Warner); J. D. Pierce (Joe); W. C. Perrow (Luke); A. C. White (William); W. W. Roberts (William); Beny Williams (Jacob); M. O. Buchanan (Jack, Wren); R. Tinsly (Abner, Peter, Nat); December 31 H. W. Hill (Randolph); James Franklin (John); John Guy (William, George); I. H. Stone (George)

V.E.2. (34 of 37)

- January 2 I. B. Layne; Ann E. Eubanks; January 3 C. F. Harry; A. M. Purning; J. A. Watkins; January 4 Paul C. Caleb; Alice Murrell; M. M. Williams; January 7 H. B. Bucker; Sam Garland; January 10 H. V. Thompson; January 14 Henry Dunnington; January 16 W. F. Yingling; January 18 John Smelson; Lucy Pirkins; W. M. Mcoy; January 24 I. W. Basnett; January 28 William Owen; W. A. Payne; W. A. Cump; H. H. Lewis; January 30 R. W. Brown; February 1 H. G. Mglue; A. M. Glapell; April 7 M. Ruark; April 12 J. H. DeJarnett; April 16 J. B. Jopling; April 19 A. Cohn; June 2 A. A. Legrand; July 1 I. Yonce; July 3 S. O. Yewell; August 1 N. N. Floyd (Dick, Jack); August 21; S. Butterford; L. Poatoright; W. E. Eakin; November 10 H. H. Wallace (William); James M. Ogden (Baubin); W. H. Trent (Stephen); P. C. Cabett (Willis); Charles A. Floyd (Henry); John Woodson (Pauph); C. Dabney (Sulivan, Sam); R. A. Coghill (Charles); Paul Hull (James, Sam); Thomas Mosley (Archy); W. N. Isbell (Nash); R. P. Jenny (James); G. W. Clement (John); J. R. Tinsley (Cain); John Minor (Barney); Henry L, Tuggle (Philip); John H. Smith (Jim); H. D. Akee (Isaac); H. D. Flood (Brunella, Thompson); W. A. Gillian (Charles); F. O. Thompkins (Abraham); Mary D. Buchannan (James, Henry, William); George D. Davis (Ambrose, Booker, Steve); I. E. Bale (Joshua); J. S. Harris (Ned); Allen Ogden (Jodran); I. A. Fingerson (William); Tammy A. Stipler (Farley); Charles Henderson (Henry); Jim I. Finkle (Henry, Bob, Jack, Charles); Robert Peter (Elem); R. A. Rucker (Moses, Giles); W. A. Houff (Lewis); A. Cohn (Charles); John C. Washington (William); December 16 R. C. Sutton (Sam); December 201. L. Schoolguild (George); R. Mitchell (Polk)

No names of owners or slaves: January 2; January 3; January 4; January 7; January 8; January 10; January 14; January 15; January 16; January 18; January 20; January 24; January 28; January 30; January 31; February 1; February 4; February 8; February 11; February 13; February 17; February 19; February 22; February 28; March 14; March 17; March 18; March 25; March 28; March 31; April 1; April 3; April 7; April 9; April 11; April 12; April 16; April 19; April 21; April 24; April 28; April 29; May 1; May 5; May 8; May 10; May 12; May 13; May 14; May 16; May 19; May 21; June 2; June 16; June 27; Juiy 1; July 3; July 8; July 14; July 16; July 19; July 28; July 31; August 1; August 9; August 12; August 15; August 21; August 27; August 30; September 1; September 6; September 14; September 19; September 30; October 1; October 3; October 7; October 13; October 17; October 21; October 24; October 29; October 31; November 1; November 4; November 8; November 10; November 11; November 13; November 15; November 17; November 22; November 27; December 1; December 6; December 16; November 20; December 23; December 25; December 26; December 29; December 31

- January 2 C. P. Hort; March 14 Henry Dunnington; November 2 Mrs. E. H. Withers

V.E.2. (35 of 37)

14; September 19; September 30; October 9; October 24; October 27; November 6; November 19; November 28; December 1

Journal, 1861-1864

July 1,1861 - January 1862: W. Wingfield to Francis J. Morrison for negro hire.

No names of slaves or owners or slaves: March, July, May, September 1863; January 1864.

Journal, 1861-1864

1861 - July 1 John W. Wingfield; John P. Hurley; John Muse

No names of owners or slaves: August 31, September 3; September 26; October 12; October 28; November 1; December 31

1862- A. Pettyjohn; James C. Deyule; Mayo David; William B. Byrnes; David Graham; John Wygal; Henry Clark; William P. Bilbo; T. B. Lane; James Broady; Hayman L. Lange; John June; Isaac Harrison; Thomas W. Daist; John W. Holt; James W. Williams; E. H. Erons; Joseph Corrism; Soloman Buck; Andrew J. Deyanlo; Joseph James; Joshua P. Davidson; H. H. Chitton; October 1 Richard H. Larry; Joseph H. Bendolph; Smith J. Herwood; John B. Davis; John H. Phelps

No names of owners or slaves: January 1; January 31; February 28; March 31; June 30; July 1; October 1

- January 1 H. H. Stickley; W. W. Robberts; Charles Wingfield; October 16 Richard P. Gillian; Robert A. Paid; Mason H. Jarench; John P. Steptoe; William F. Lowns; December 11 Benjamin P. Browning

No names of owners or slaves: January 1; March 31; April 30; May 30; June 30; October 16; December 11

- January 11 Charles A. Floyd; May 31 Robert O. Brayson; Carlisle Henderson; Rhodes Hilton; Thomas D. Jellis; Milton M. Lowry;

No names of owners or slaves: June 30

Journal, 1862 -1868

December 31,1864: James L. Campbell (Wesley, Isaac, Stephen); M. L. Harris; James Johnson.

Journal No. 8, July 2,1864 - June 30,1867

No names of slaves.

V.E.2. (36 of 37)

Transactions from Negro Hire Account:

- July 2 M. C. James Jr.; John W. Wingfield; Francis B. Deane Jr.; Justin K. Moore; James M. Kelp; Williams and Sowers; Johnston and Cassell; Williamd J. Swanson; Richard W. Robinson; William T. Granny; Samuel T. Williams; August 11 Saloman Herman; James Meaning; Richard W. Robinson; August 11 Colin Baseport; Beukin B. Davis; James C. Saughten; August 23 John W. Wingfield; Buefor Kent; B. S. Tinkle to John S. Hickey; October 28 Cobbs Mellingrice; M. B. Somey.
- January 31 Clayton S. Filler. Ledger B, April 1864 - May 1868

No names of slaves. Combined entries for amounts paid to named owners and aggregate amounts paid.

April 6-8 George W. Clement; 9,11,12 James M. Williams; 13,14,18 Francis B. Winston;

20, 21, 23 Martin Hollins; 25 J. McDearman; 26; May 2, 4, 5, J.B. Howlin; 6, 7, 10, 13 J.W. Pettygrew; 18 Edward Scott; 30 A.C. Harrison; June 4, 6 P.E. Caldwell; 9 J.B. McClung; 10 W.A. Hardy; 11,27, 30; July 1, 2,4-7 R. T. Saunders; 8 John R. McDaniel; 9,

11-16, 18, 22, 23 Ann M. Saunders; 25, 27-30; August 2-4 Jim Johnston; 5 Davis Poindexter; 6, 8, 10, 12, 15, 16, 18, 19, 22 T. Hardy; 27 William Perrow); 29; September 1 Thomas P. Mitchell; 8, 10, 20 James Campbell; 22, 23; October 1, 3-8, 11-13, 15, 17-19, 21, 22,25, 28; November 1, 5, 9-11,14 Ann E. Dangerfield; 18,22 Nancy L. Jones; 24, 25, 29 A.G. Harrison; December 1-3 T. Dodamead; 7,12-15, 19, 20, 26-28,1864; January 2-7,9-14,16-21, 23, 25; February 6 J. D. Williamson; 11, 13, 17, 18, 20-24, 28; March 13 J.R. McDaniel;

21,23,30,1865; May 8, 1865 R. Pollard.

V.E.2. (37 of 37)

Legislation Text

Legislation Details

Legislation Details (With Text)