This record contains private information, which has been redacted from public viewing.
Record #: O2014-6572   
Type: Ordinance Status: Passed
Intro date: 7/30/2014 Current Controlling Legislative Body: Committee on Finance
Final action: 9/10/2014
Title: Redevelopment agreement with Milwaukee Avenue Apartments LP and Full Circle Communities, Inc. for development of multi-family affordable housing at 3064 N Milwaukee Ave
Sponsors: Emanuel, Rahm
Topic: AGREEMENTS - Redevelopment
Attachments: 1. O2014-6572.pdf
 
J
 
CHICAGO September 10. 2014
 
To the President and Members of the City Council:
 
Your Committee on Finance having had under consideration
 
A communication recommending a proposed ordinance concerning the authority to enter into and execute a Redevelopment Agreement with Milwaukee Avenue Apartments, Limited Partnership.
 
02014-6572
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Having had the same under advisement, begs leave to report and recommend that your Honorable Body pass the proposed  Ordinance Transmitted Herewith
 
(a (viva voce vote
 
dissenting vote(s)T
 
This recommendation was concurred in by
of members of the committee with
 
 
(signed'
 
 
 
Respectfully submitted
Chairman
 
 
Document No.
 
 
 
 
REPORT OF THE COMMITTEE ON FINANCE TO THE CITY COUNCIL CITY OF CHICAGO
 
OFFICE OF THE MAYOR
CITY OF CHICAGO
RAHM EMANUEL
 
MAYOR
July 30, 2014
 
 
 
 
 
 
 
 
 
 
TO THE HONORABLE, THE CITY COUNCIL OF THE CITY OF CHICAGO
 
 
Ladies and Gentlemen:
 
At the request of the Commissioner of Planning and Development, I transmit herewith an ordinance authorizing the execution of a redevelopment agreement for Milwaukee Avenue Apartments, GP.
 
Your favorable consideration of this ordinance will be appreciated.
 
Mayor
 
 
 
Very truly yours,
 
ORDINANCE
WHEREAS, the City of Chicago (the "City"), a home rule unit of government under Section 6(a), Article VII ofthe 1970 Constitution ofthe State of Illinois, has heretofore found and does hereby find that there exists within the City a serious shortage of decent, safe and sanitary rental housing available to persons of low and moderate income; and
WHEREAS, the City has determined that the continuance of a shortage of affordable rental housing is harmful to the health, prosperity, economic stability and general welfare of the City; and
WHEREAS, to induce certain redevelopment pursuant to the Illinois Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1 et seq., as amended (the "Act"), in accordance with the provisions of the Act, the City Council of the City (the "City Council") adopted ordinances on February 16, 2000, published at pages 25063 to 25205 ofthe Journal of Proceedings of the City Council of the City for said date: (1) approving a redevelopment plan (the "Redevelopment Plan") for the Fullerton/Milwaukee Redevelopment Project Area (the "Redevelopment Area"), as amended pursuant to an ordinance adopted on May 11, 2005, and published in the Journal for such date at pages 47331 to 47471, and as subsequently amended pursuant to an ordinance adopted on July 6, 2011, and published in the Journal for such date at pages 2076 to 2084; (2) designating the Area as a Redevelopment Project Area pursuant to the Act, and (3) adopting tax increment allocation financing for the Area, (the "TIF Adoption Ordinance") (items(1)-(3) collectively referred to herein as the "TIF Ordinances"); and
 
WHEREAS, by this ordinance (the "Ordinance"), the City Council has determined that it is necessary and in the best interest of the City to provide certain financing to Milwaukee Avenue Apartments Limited Partnership, an Illinois limited partnership (the "Owner"), the general partner of which is Milwaukee Avenue Apartments GP, LLC, an Illinois limited liability company (the "General Partner"), and Full Circle Communities, Inc., an Illinois not-for-profit corporation ("FCC, Inc."), and the sole member of the General Partner, to enable them to pay or reimburse a portion of the costs of a multifamily housing project, which will consist of approximately 32 affordable rental units, community service facilities and related common areas (the "Project") which are located on certain real property in the City located at 3064 North Milwaukee Avenue (the "Property"); and
WHEREAS, the Project is necessary for the redevelopment of the Redevelopment Area;
and
WHEREAS, the Owner will be obligated to undertake the Project in accordance with the terms and conditions of a proposed redevelopment agreement to be executed by the Owner and FCC, Inc. and the City, with such Project to be financed in part by certain pledged incremental taxes deposited from time to time in the Special Tax Allocation Fund for the Redevelopment Area pursuant to Section 5/11-74.4-8(b) of the Act; and
WHEREAS, the City has established the Community Development Commission (the "Commission") to, among other things, designate redevelopment areas and approve redevelopment plans, and recommend the sale of parcels located in redevelopment areas, subject to the approval of the City Council; and
 
 
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EXHIBIT A Redevelopment Agreement
See attached pages.
 
 
This agreement was prepared by and after recording return to:
Crystal S. Maher, Esq. City of Chicago Law Department 121 North LaSalle Street, Room 600 Chicago, IL 60602
 
 
MILWAUKEE AVENUE APARTMENTS REDEVELOPMENT AGREEMENT
 
Milwaukee Avenue Apartments Redevelopment Agreement (this "Agreement") is made
on this      day of      , 20      , by and among the City of Chicago, an Illinois municipal
corporation (the "City"), through its Department of Planning and Development ("DPD"), Milwaukee Avenue Apartments Limited Partnership, an Illinois limited partnership (the "Developer"), and Full Circle Communities, Inc., an Illinois not-for-profit corporation ("FCC, Inc."). The Developer and FCC, Inc. may collectively be referred to hereinafter as the "Developer Parties."
 
RECITALS
  1. Constitutional Authority: As a home rule unit of government under Section 6(a), Article VII of the 1970 Constitution of the State of Illinois (the "State"), the City has the power to regulate for the protection of the public health, safety, morals and welfare of its inhabitants, and pursuant thereto, has the power to encourage private development in order to enhance the local tax base, create employment opportunities and to enter into contractual agreements with private parties in order to achieve these goals.
  2. Statutory Authority: The City is authorized under the provisions of the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1 et seg., as amended from time to time (the "Act"), to finance projects that eradicate blighted conditions and conservation area factors through the use of tax increment allocation financing for redevelopment projects.
  3. City Council Authority: To induce redevelopment pursuant to the Act, the City Council ofthe City (the "City Council") adopted ordinances on February 16, 2000, published at pages 25063 to 25205 of the Journal of Proceedings of the City Council of the City for said date: (1) approving a redevelopment plan (the "Redevelopment Plan") for the Fullerton/Milwaukee Redevelopment Project Area (the "Area"), as amended pursuant to an ordinance adopted on May 11, 2005, and published in the Journal for such date at pages 47331 to 47471, and as subsequently amended pursuant to an ordinance adopted on July 6, 2011, and published in the Journal for such date at pages 2076 to 2084; (2) designating the Area as a Redevelopment Project Area pursuant to the Act; and (3) adopting tax increment allocation financing for the Area (the "TIF Adoption Ordinance") (items(1)-(3) collectively referred to herein as the "TIF
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Ordinances"). The redevelopment project area referred to above (the "Redevelopment Area") is legally described in Exhibit A hereto.
  1. The Project: The Developer owns certain property located within the Redevelopment Area generally known as 3064 North Milwaukee Avenue, Chicago, Illinois and legally described on Exhibit B hereto (the "Property"), and, within the time frames set forth in Section 3.01 hereof, shall commence and complete the construction of a 4-story building on the Property, which will be a multifamily housing project providing accessible and supportive housing, which will consist of thirty-two (32) affordable rental units, community service facilities and common areas (the "Facility"). The Facility and related improvements (including but not limited to those TIF-Funded Improvements as defined below and set forth on Exhibit C) are collectively referred to herein as the "Project." The completion of the Project would not reasonably be anticipated without the financing contemplated in this Agreement.
  2. Redevelopment Plan: The Project will be carried out in accordance with this Agreement and the Redevelopment Plan attached hereto as Exhibit D.
  3. City Financing: The City agrees to use, in the amounts set forth in Section 4.03 hereof, Available Incremental Taxes (as defined below), to pay for or reimburse any of FCC, Inc. for the costs of TIF-Funded Improvements pursuant to the terms and conditions 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 hereto agree as follows:
SECTION 1. RECITALS
The foregoing recitals are hereby incorporated into this agreement by reference.
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:
 
"Annual Compliance Report" shall mean a signed report from the Developer to the City (a) itemizing each of the Developer's obligations under the Agreement during the preceding calendar year, (b) certifying the Developer's compliance or noncompliance with such obligations, (c) attaching evidence (whether or not previously submitted to the City) of such compliance or noncompliance and (d) certifying that the Developer is not in default with respect to any provision of the Agreement, the agreements evidencing the Lender Financing, if any, or any related agreements; provided, that the obligations to be covered by the Annual Compliance Report shall include the following: (1) delivery of Financial Statements and unaudited financial statements (Section 8.13); (2) delivery of updated insurance certificates, if applicable (Section
  1. : (3) delivery of evidence of payment of Non-Governmental Charges, if applicable (Section
  2. ; (4) compliance with all other executory provisions of the Agreement.
 
"Act" shall have the meaning set forth in the Recitals hereof.
 
 
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"Affiliate" shall mean any person or entity directly or indirectly controlling, controlled by or under common control with the Developer Parties.
 
"Available Incremental Taxes" shall mean an amount equal to the Incremental Taxes deposited in the TIF Fund attributable to the taxes levied on the Redevelopment Area as ofthe date any payment is made under this Agreement to any of the Developer Parties and not pledged to the following prior obligations in the Redevelopment Area:
 
OBLIGATION      NOT TO EXCEED AMOUNT
 
Modern Schools Bond Avondale Irving Park Elementary School      $38,977,425
SBIF      $ 1,000,000
Footwear Factory      $ 8,500,000
Zapata Apartments      $ 4,612,967
Arterial Street Resurfacing      $ 333,585
Logan Square Traffic an Open Space Planning Study      $ 400,000
 
"Certificate" shall mean the Certificate of Completion of Construction described in Section 7.01 hereof.
 
"Change Order" shall mean any amendment or modification to the Scope Drawings, Plans and Specifications or the Project Budget as described in Section 3.03, Section 3.04 and Section 3.05, respectively.
 
"City Council" shall have the meaning set forth in the Recitals hereof.
 
"City Funds" shall mean the funds described in Section 4.03(b) hereof.
 
"Closing Date" shall mean the date of execution and delivery of this Agreement by all parties hereto, which shall be deemed to be the date appearing in the first paragraph of this Agreement.
"Construction Contract" shall mean that certain contract entered into between the Developer, FCC, Inc. and the General Contractor providing for construction of the Project.
 
"Corporation Counsel" shall mean the City's Office of Corporation Counsel.
 
'Employer(s)" shall have the meaning set forth in Section 10 hereof.
 
"Environmental Laws" shall mean any and all federal, state or local statutes, laws, regulations, ordinances, codes, rules, orders, licenses, judgments, decrees or requirements relating to public health and safety and the environment now or hereafter in force, as amended and hereafter amended, including but not limited to (i) the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq.); (ii) any so-called "Superfund" or "Superlien" law; (iii) the Hazardous Materials Transportation Act (49 U.S.C. Section 1802 et seg.); (iv) the Resource Conservation and Recovery Act (42 U.S.C. Section 6902 et seg.); (v) the Clean Air Act (42 U.S.C. Section 7401 et seg.); (vi) the Clean Water Act (33 U.S.C. Section 1251 et seg.); (vii) the Toxic Substances Control Act (15 U.S.C. Section 2601 et seg.); (viii) the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Section
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136 et seq.); (ix) the Illinois Environmental Protection Act (415 ILCS 5/1 et seg); and (x) the Municipal Code of Chicago, including but not limited to the Municipal Code of Chicago, Sections 7-28-390, 7-28-440, 11-4-1410, 11-4-1420, 11-4-1450, 11-4-1500, 11-4-1530, 11-4-1550, or 11-4-1560.
 
"Equity" shall mean funds of the any of the Developer Parties (other than funds derived from Lender Financing) irrevocably available for the Project, in the amount set forth in Section 4.01 hereof and on Exhibit H hereto, which amount may be increased pursuant to Section 4.06 (Cost Overruns) or Section 4.03(b).
"Escrow" shall mean the construction escrow established pursuant to the Escrow Agreement.
 
"Escrow Agreement" shall mean the Escrow Agreement establishing a construction escrow, entered into by the Title Company (or an affiliate of the Title Company), one or more of the Developer Parties, and the Developer's lender(s).
 
"Event of Default" shall have the meaning set forth in Section 15 hereof.
 
"Facility" shall have the meaning set forth in the Recitals hereof.
 
"Financial Statements" shall mean complete audited financial statements of the Developer Parties prepared by a certified public accountant in accordance with generally accepted accounting principles and practices consistently applied throughout the appropriate periods.
 
"General Contractor" shall mean the general contractor(s) hired by the one or more of the Developer Parties pursuant to Section 6.01.
 
"Hazardous Materials" shall mean any toxic substance, hazardous substance, hazardous material, hazardous chemical or hazardous, toxic or dangerous waste defined or qualifying as such in (or for the purposes of) any Environmental Law, or any pollutant or contaminant, and shall include, but not be limited to, petroleum (including crude oil), any radioactive material or by-product material, polychlorinated biphenyls and asbestos in any form or condition.
 
"Incremental Taxes" shall mean such ad valorem taxes which, pursuant to the TIF Adoption Ordinance and Section 5/11-74.4-8(b) of the Act, are allocated to and when collected are paid to the Treasurer of the City of Chicago for deposit by the Treasurer into the TIF Fund established pursuant to the TIF Adoption Ordinance to pay Redevelopment Project Costs and obligations incurred in the payment thereof.
 
"Lender Financing" shall mean funds borrowed by the Developer from lenders and irrevocably available to pay for Costs of the Project, in the amount set forth in Section 4.01 hereof and on Exhibit H hereto.
 
"MBE(s)" has the meaning defined in Section 10.03.
 
"MBE/WBE Program" has the meaning defined in Section 10.03.
 
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"Municipal Code" shall mean the Municipal Code ofthe City of Chicago.
 
"Non-Governmental Charges" shall mean all non-governmental charges, liens, claims, or encumbrances relating to the Developer Parties, the Property or the Project.
 
"Permitted Liens" shall mean those liens and encumbrances against the Property and/or the Project set forth on Exhibit G hereto.
 
"Plans and Specifications" shall mean final construction documents containing a site plan and working drawings and specifications for the Project, as submitted to the City as the basis for obtaining building permits for the Project.
 
"Prior Expenditure(s)" shall have the meaning set forth in Section 4.05(a) hereof.
 
"Project" shall have the meaning set forth in the Recitals hereof.
 
"Project Budget" shall mean the budget attached hereto as Exhibit H, showing the total cost of the Project, furnished by the Developer to DPD, in accordance with Section 3.03 hereof.
 
"Property" shall have the meaning set forth in the Recitals hereof.
 
"Redevelopment Plan" shall have the meaning set forth in the Recitals hereof.
 
"Redevelopment Project Costs" shall mean redevelopment project costs as defined in Section 5/11-74.4-3(q) of the Act that are included in the budget set forth in the Redevelopment Plan or otherwise referenced in the Redevelopment Plan.
"Requisition Form" shall mean the document, in the form attached hereto as Exhibit K, to be delivered by the Developer to DPD pursuant to Section 4.04 of this Agreement.
"Scope Drawings" shall mean preliminary construction documents containing a site plan and preliminary drawings and specifications for the Project.
 
"Survey" shall mean a Class A plat of survey in the most recently revised form of ALTA/ACSM and title survey of the Property dated within 45 days prior to the Closing Date, acceptable in form and content to the City and the Title Company, prepared by a surveyor registered in the State of Illinois, certified to the City and the Title Company, and indicating whether the Property is in a flood hazard area as identified by the United States Federal Emergency Management Agency (and updates thereof to reflect improvements to the Property in connection with the construction of the Facility and related improvements as required by the City or lender(s) providing Lender Financing).
"Term of the Agreement" shall mean the period of time commencing on the Closing Date and ending on the tenth (10th) anniversary of the issuance ofthe Certificate.
 
"TIF Adoption Ordinance" shall have the meaning set forth in the Recitals hereof.
 
 
 
 
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"TIF Fund" shall mean the special tax allocation fund created by the City pursuant to the TIF Adoption Ordinance in connection with the Area into which the Incremental Taxes will be deposited.
 
"TIF-Funded Improvements" shall mean those improvements of the Project which (i) qualify as Redevelopment Project Costs, (ii) are eligible costs under the Redevelopment Plan and (iii) the City has agreed to pay for out of the City Funds, subject to the terms of this Agreement. Exhibit C lists the TIF-Funded Improvements for the Project.
 
"TIF Ordinances" shall have the meaning set forth in the Recitals hereof.
 
"Title Company" shall mean [      ].
 
"Title Policy" shall mean a title insurance policy in the most recently revised ALTA or equivalent form, showing the Developer as the insured, noting the recording of this Agreement as an encumbrance against the Property issued by the Title Company.
"WARN Act" shall mean the Worker Adjustment and Retraining Notification Act (29 U.S.C. Section 2101 et seq.).
 
"WBE(s)" has the meaning defined in Section 10.03.
 
 
SECTION 3. THE PROJECT
 
3.01      The Project. With respect to the Facility, the Developer will: (i) begin
redevelopment construction no later than six (6) months after the Closing Date, and (ii)
complete redevelopment construction no later than twenty-four (24) months of the
commencement of construction.
  1. Scope Drawings and Plans and Specifications. The Developer has delivered the Scope Drawings and Plans and Specifications to DPD and DPD has approved same. After such initial approval, subsequent proposed changes to the Scope Drawings or Plans and Specifications shall be submitted to DPD as a Change Order pursuant to Section 3.04 hereof. The Scope Drawings and Plans and Specifications shall at all times conform to the Redevelopment Plan and all applicable federal, state and local laws, ordinances and regulations. The Developer shall submit all necessary documents to the City's Building Department, Department of Transportation and such other City departments or governmental authorities as may be necessary to acquire building permits and other required approvals for the Project.
  2. Project Budget. The Developer has furnished to DPD, and DPD has approved, a Project Budget showing total costs for the Project in the approximate amount of not less than $9,772,729. The Developer hereby certifies to the City that together with the City Funds (a) it has Lender Financing and Equity in an amount sufficient to pay for all Project costs; and (b) the Project Budget is true, correct and complete in all material respects. The Developer shall promptly deliver to DPD certified copies of any Change Orders with respect to the Project Budget for approval pursuant to Section 3.04 hereof.
 
 
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3.04      Change Orders. Except as provided below, all Change Orders (and
documentation substantiating the need and identifying the source of funding therefor) relating to
material changes to the Project must be submitted by the Developer to DPD concurrently with
the progress reports described in Section 3.07 hereof; provided, that any Change Order relating
to any of the following must be submitted by the Developer to DPD for DPD's prior written
approval: (a) a reduction in the square footage of the Facility; (b) a change in the use of the
Property; (c) a delay of more than three months in the completion of the Project; or (d) all
Change Orders increasing or decreasing any line item in the Project Budget. The Developer
shall not authorize or permit the performance of any work relating to any such Change Order or
the furnishing of materials in connection therewith prior to the receipt by the Developer of DPD's
written approval (to the extent required in this Section). The Construction Contract, and each
contract between one or more of the Developer Parties and any contractor, shall contain a
provision to this effect. An approved Change Order shall not be deemed to imply any obligation
on the part of the City to increase the amount of City Funds which the City has pledged
pursuant to this Agreement or provide any other additional assistance to the Developer Parties.
  1. DPD Approval. Any approval granted by DPD of the Scope Drawings, Plans and Specifications and the Change Orders is for the purposes of this Agreement only and does not affect or constitute any approval required by any other City department or pursuant to any City ordinance, code, regulation or any other governmental approval, nor does any approval by DPD pursuant to this Agreement constitute approval of the quality, structural soundness or safety of the Property or the Project.
  2. Other Approvals. Any DPD approval under this Agreement shall have no effect upon, nor shall it operate as a waiver of, the Developer's obligations to comply with the provisions of Section 5.03 (Other Governmental Approvals) hereof. The Developer shall not commence construction of the Project until the Developer has obtained all necessary permits and approvals (including but not limited to DPD's approval of the Scope Drawings and Plans and Specifications) and proof of the General Contractor's and each subcontractor's bonding as required hereunder.
  3. Progress Reports and Survey Updates. The Developer shall provide DPD with written quarterly progress reports detailing the status of the Project, including a revised completion date, if necessary (with any change in completion date being considered a Change Order, requiring DPD's written approval pursuant to Section 3.04). The Developer shall provide three (3) copies of an updated Survey to DPD upon the request of DPD or any lender providing Lender Financing, reflecting improvements made to the Property.
  4. Inspecting Agent or Architect. An inspecting agent or architect which may be the lender's (providing Lender Financing) architect or agent shall perform periodic inspections with respect to the Project, providing certifications with respect thereto to DPD, prior to requests for disbursement for costs related to the Project hereunder.
  5. Barricades. Prior to commencing any construction requiring barricades, the Developer shall install a construction barricade of a type and appearance satisfactory to the City and constructed in compliance with all applicable federal, state or City laws, ordinances and regulations. DPD retains the right to approve the maintenance, appearance, color scheme, painting, nature, type, content and design of all barricades.
 
 
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  1. Signs and Public Relations. The Developer shall erect a sign of size and style approved by the City in a conspicuous location on the Property during the Project, indicating that financing has been provided by the City. The City reserves the right to include the name, photograph, artistic rendering of the Project and other pertinent information regarding the Developer Parties, the Property and the Project in the City's promotional literature and communications.
  2. Utility Connections. The Developer may connect all on-site water, sanitary, storm and sewer lines constructed on the Property to City utility lines existing on or near the perimeter of the Property, provided the Developer first complies with all City requirements governing such connections, including the payment of customary fees and costs related thereto.
  3. Permit Fees. In connection with the Project, the Developer shall be obligated to pay only those building, permit, engineering, tap on and inspection fees that are assessed on a uniform basis throughout the City of Chicago and are of general applicability to other property within the City of Chicago.
  4. Environmental Features. The Project will incorporate green initiatives such as compliance with the Illinois Department of Commerce and Economic Opportunity's Affordable Housing Construction Program, Enterprise Green Communities requirements, Energy Star requirements, and the Chicago Green Homes Program.
 
 
SECTION 4. FINANCING
  1. Total Project Cost and Sources of Funds. The cost of the Project is estimated to be $9,772,729, to be applied in the manner stated in the Project Budget and funded from Equity and the Lender Financing sources identified in Exhibit H.
  2. Developer Funds. Equity, the City Funds and Lender Financing will be used to pay all Project costs, including but not limited to costs of TIF-Funded Improvements.
  3. City Funds.
  1. Uses of City Funds.
City Funds may only be used to pay directly or reimburse FCC, Inc. for costs of TIF-Funded Improvements that constitute Redevelopment Project Costs. Exhibit C sets forth, by line item, the TIF-Funded Improvements for the Project, and the maximum amount of costs that may be paid by or reimbursed from City Funds for each line item therein (subject to Sections 4.03(b)), contingent upon receipt by the City of documentation satisfactory in form and substance to DPD evidencing such cost and its eligibility as a Redevelopment Project Cost. FCC, Inc. shall be required to loan or contribute any City Funds paid to FCC, Inc. to the Developer to reimburse the Developer for the costs of TIF-Funded Improvements or directly pay for the costs ofthe TIF-Funded Improvements.
  1. Sources of City Funds. Subject to the terms and conditions of this Agreement, including but not limited to this Section 4.03 and Section 5 hereof, the City hereby agrees to provide City funds (the "City Funds") from the sources and in the amounts described directly below to pay for or reimburse FCC, Inc. for the costs of the TIF-Funded Improvements
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shall be an amount not to exceed One Million Dollars ($1,000,000); and provided however, that the $1,000,000 to be derived from Available Incremental Taxes, if any, shall be available to pay costs related to TIF-Funded Improvements and allocated by the City for that purpose only so long as the amount of the Available Incremental Taxes deposited into the TIF Fund shall be sufficient to pay for such costs. Notwithstanding the foregoing, ifthe Available Project Funds (as defined hereinafter in Section 4.07 (g)), excluding the City Funds, are greater than the total costs reflected in the owner's sworn statement at construction completion, the City Funds shall be reduced by such amount.
 
(c) Disbursement of City Funds. Subject to the terms and conditions of this Agreement, including but not limited to this Section 4.03, Section 4.08 and Section 5 hereof, the City shall disburse the City Funds upon the issuance of the Certificate.
  1. Construction Escrow; Requisition Form. DPD must approve disbursements of the City Funds. FCC, Inc. shall submit a Requisition Form prior to each disbursement of City Funds. The Developer Parties shall meet with DPD at the request of DPD to discuss the Requisition Form(s) previously delivered. If Lender Financing is provided as contemplated by Section 4.01 and Exhibit H to bridge finance the City Funds, then FCC, Inc. may direct the amounts payable pursuant to Section 4.03(a) to be paid by the City in accordance with this Agreement to an account established by the Developer with the Lender providing the Lender Financing until the full repayment of the Lender Financing. Developer Parties and DPD agree that Bank of America, N.A. has provided or is providing loans to the Developer to bridge the City Funds and that accordingly FCC, Inc. hereby directs that City Funds amounts payable pursuant to Section 4.03(a) shall be wired to the account established by the Developer Parties at Bank of America, N.A. The wiring instructions for such account shall be provided to the City by the Developer Parties.
  2. Treatment of Prior Expenditures and Subseguent Disbursements.
 
(a)      Prior Expenditures. Only those expenditures made by any of the Developer Parties
with respect to the Project prior to the Closing Date, evidenced by documentation satisfactory to
DPD and approved by DPD as satisfying costs covered in the Project Budget, shall be
considered previously contributed Equity or Lender Financing hereunder (the "Prior
Expenditures"). Exhibit I hereto sets forth the prior expenditures approved by DPD as of the
date hereof as Prior Expenditures. Prior Expenditures made for items other than TIF-Funded
Improvements shall not be reimbursed to FCC Inc. by the City with City Funds but may be
eligible for reimbursement through the Lender Financing or Equity identified in Section 4.01
hereof.
 
(b)      Allocation Among Line Items. Disbursements for expenditures related to TIF-
Funded Improvements may be allocated to and charged against the appropriate line only, with
transfers of costs and expenses from one line item to another, without the prior written consent
of DPD, being prohibited; provided, however, that such transfers among line items, in an
amount not to exceed $25,000 or $100,000 in the aggregate, may be made without the prior
written consent of DPD.
  1. Cost Overruns. If the aggregate cost of the TIF-Funded Improvements exceeds City Funds available pursuant to Section 4.03 hereof, or if the cost of completing the Project exceeds the Project Budget, the Developer shall be solely responsible for such excess cost, and
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shall hold the City harmless from any and all costs and expenses of completing the TIF-Funded Improvements in excess of City Funds and of completing the Project.
 
4.07 Preconditions of Disbursement. Prior to each disbursement of City Funds hereunder, FCC, Inc. shall submit documentation regarding the applicable expenditures to DPD which shall be satisfactory to DPD in its sole discretion. Delivery by one or more of the Developer Parties to DPD of any request for disbursement of City Funds hereunder shall, in addition to the items therein expressly set forth, constitute a certification to the City, as of the date of such request for disbursement, that:
 
(a)      the total amount of the Requisition Form represents the actual cost of the actual
amount payable to (or paid to) the contractors who have performed work on the Project, and/or
their payees, and/or (ii) the architect for the inspections performed in monitoring the construction
of the Project;
 
(b)      all amounts shown as previous payments on the current Requisition Form have
been paid to the parties entitled to such payment;
  1. the Developer has approved all work and materials for the current Requisition Form, and such work and materials conform to the Plans and Specifications;
  2. the representations and warranties contained in this Redevelopment Agreement are true and correct and the Developer Parties are in compliance with all covenants contained herein;
  3. none of the Developer Parties have received notice and have no knowledge of any liens or claim of lien either filed or threatened against the Property except for the Permitted Liens, and/or liens bonded over by the Developer Parties and/or insured over by the Title Company;
  4. no Event of Default or condition or event which, with the giving of notice or passage of time or both, would constitute an Event of Default exists or has occurred; and
 
(g)      the Project is In Balance. The Project shall be deemed to be in balance ("In
Balance") only if the total of the Available Project Funds (as defined hereinafter) equals or
exceeds the aggregate of the amount necessary to pay all unpaid Project costs incurred or to be
incurred in the completion of the Project. "Available Project Funds" as used herein shall
mean: (i) the undisbursed City Funds, if any; (ii) the undisbursed Lender Financing, if any; (iii)
the undisbursed Equity and (iv) any other amounts deposited by any of the Developer Parties
pursuant to this Agreement. The Developer hereby agrees that, if the Project is not In Balance,
the Developer shall, within 10 days after a written request by the City, deposit with the escrow
agent or will make available (in a manner acceptable to the City), cash in an amount that will
place the Project In Balance, which deposit shall first be exhausted before any disbursement of
the City Funds shall be made.
 
The City shall have the right, in its discretion, to require the Developer Parties to submit further documentation as the City may require in order to verify that the matters certified to above are true and correct, and any disbursement by the City shall be subject to the City's review and approval of such documentation and its satisfaction that such certifications are true and correct; provided, however, that nothing in this sentence shall be deemed to prevent the
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City from relying on such certifications by the Developer Parties. In addition, the Developer Parties shall have satisfied all other preconditions of disbursement of City Funds for each disbursement, including but not limited to requirements set forth in the TIF Ordinances and this Agreement.
 
Notwithstanding any other provision in this Agreement, the City shall not terminate this Agreement or suspend disbursement ofthe City Funds upon the occurrence of an Event of Default if foreclosure proceedings have been commenced under any mortgage securing any Lender Financing or a deed in lieu of such foreclosure has been executed and delivered and provided that either the lender providing Lender Financing or the Developer Parties have cured, or have commenced and are in good faith pursuing the cure of, the Event of Default within the curative time period provided under Section 15.03.
 
4.08      Permitted Transfers. Notwithstanding anything herein to the contrary, City will
permit (i) the investor limited partner (the "Investor Limited Partner") to remove Milwaukee
Avenue Apartments GP, LLC, an Illinois limited liability company (the "General Partner"), the
General Partner of Developer, in accordance with Developer's limited partnership agreement,
provided the substitute general partner is acceptable to City in its reasonable discretion and the
City provides its written consent (except no consent of the City shall be required under this
Agreement if the substitute general partner is an affiliate of the Investor Limited Partner), (ii) the
transfer of limited partner interests to an affiliate of the Investor Limited Partner pursuant to the
limited partnership agreement, and (iii) the General Partner to pledge to Bank of America, N.A.
all of the General Partner's rights, title and interest in and to the Developer and under the
Developer's limited partnership agreement as collateral for the Developer's obligations under
the loans made or to be made by Bank of America, N.A., to Developer.
 
4.09      Conditional Grant. The City Funds being provided hereunder are being granted
on a conditional basis, subject to the Developer Parties' compliance with the provisions of this
Agreement. The City Funds disbursed are subject to being reimbursed upon the Developer
Parties' noncompliance with the provisions of this Agreement.
 
 
SECTION 5. CONDITIONS PRECEDENT
 
The following conditions have been complied with to the City's satisfaction on or prior to the Closing Date:
  1. Project Budget. The Developer has submitted to DPD, and DPD has approved, a Project Budget in accordance with the provisions of Section 3.03 hereof.
  2. Scope Drawings and Plans and Specifications. The Developer has submitted to DPD, and DPD has approved, the Scope Drawings and Plans and Specifications in accordance with the provisions of Section 3.02 hereof.
  3. Other Governmental Approvals. The Developer has secured all other necessary approvals and permits required by any state, federal, or local statute, ordinance or regulation and has submitted evidence thereof to DPD.
  4. Financing. The Developer has furnished proof reasonably acceptable to the City that the Developer has Equity and Lender Financing in the amounts set forth in Section 4.01
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hereof to complete the Project and satisfy its obligations under this Agreement. If a portion of such funds consists of Lender Financing, the Developer has furnished proof as of the Closing Date that the proceeds thereof are available to be drawn upon by the Developer as needed and are sufficient (along with the Equity and other sources set forth in Exhibit H) to complete the Project. Any liens against the Property in existence at the Closing Date have been subordinated to certain encumbrances of the City set forth herein pursuant to a subordination agreement, in a form acceptable to the City, executed on or prior to the Closing Date, which is to be recorded, at the expense of the Developer, with the Office of the Recorder of Deeds of Cook County.
  1. Acquisition and Title. On the Closing Date, the Developer has furnished the City with a copy of the Title Policy for the Property, certified by the Title Company, showing the Developer as the named insured. The Title Policy is dated as of the Closing Date and contains only those title exceptions listed as Permitted Liens on Exhibit G hereto and evidences the recording of this Agreement pursuant to the provisions of Section 8.18 hereof. The Title Policy also contains such endorsements as shall be required by Corporation Counsel, including, but not limited to: an owner's comprehensive endorsement and satisfactory endorsements regarding zoning (3.1 with parking), contiguity, location, access and survey. The Developer has provided to DPD on or prior to the Closing Date certified copies of all easements and encumbrances of record with respect to the Property not addressed, to DPD's satisfaction, by the Title Policy and any endorsements thereto.
  2. Evidence of Clean Title. The Developer, at its own expense, has provided the City with searches as follows:
 
Secretary of State Secretary of State
Cook County Recorder Cook County Recorder Cook County Recorder Cook County Recorder Cook County Recorder U.S. District Court
Clerk of Circuit Court, Cook County
UCC search Federal tax search UCC search Fixtures search Federal tax search State tax search
Memoranda of judgments search Pending suits and judgments Pending suits and judgments
 
 
showing no liens against the Developer Parties, the Property or any fixtures now or hereafter affixed thereto, except for the Permitted Liens.
  1. Surveys. The Developer has furnished the City with three (3) copies of the Survey.
  2. Insurance. The Developer, at its own expense, has insured the Property in accordance with Section 12 hereof, and has delivered certificates required pursuant to Section 12 hereof evidencing the required coverages to DPD.
  3. Opinion ofthe Developer Parties' Counsel. On the Closing Date, the Developer Parties have furnished the City with an opinion of counsel, substantially in the form attached hereto as Exhibit J, with such changes as required by or acceptable to Corporation Counsel. If any of the Developer Parties have engaged special counsel in connection with the Project, and such special counsel is unwilling or unable to give some of the opinions set forth in Exhibit J
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hereto, such opinions were obtained by the Developer Parties from their general corporate counsel.
  1. Evidence of Prior Expenditures. One or more of the Developer Parties have provided evidence satisfactory to DPD in its sole discretion of'the Prior Expenditures in accordance with the provisions of Section 4.05(a) hereof.
  2. Financial Statements. The Developer Parties shall provide Financial Statements to DPD for their most recent fiscal year, and audited or unaudited interim financial statements.
  3. Documentation. The Developer Parties have provided documentation to DPD, satisfactory in form and substance to DPD, with respect to current employment matters including the reports described in Section 8.06.
  4. Environmental. The Developer has provided DPD with copies of that certain phase I environmental audit completed with respect to the Property and any phase II environmental audit with respect to the Property required by the City. The Developer has provided the City with a letter from the environmental engineer(s) who completed such audit(s), authorizing the City to rely on such audits.
  5. Corporate Documents; Economic Disclosure Statement. The Developer has provided a copy of its certificate of limited partnership containing the original certification of the Secretary of State of Illinois; the Developer's certificate of existence from the Secretary of State of Illinois; a certified copy of the Developer's limited partnership agreement; an incumbency certificate for the Developer; certificate of good standing for FCC, Inc. of the Secretary of State; copies of the FCC, Inc.'s articles of incorporation containing the original certification of the Secretary of State, secretary's certificate for FCC, Inc. The Developer and FCC, Inc. have provided to the City an Economic Disclosure Statement, in the City's then current form, dated as of the Closing Date.
  6. Litigation. The Developer Parties have provided to Corporation Counsel and DPD, a description of all pending or threatened litigation or administrative proceedings involving the Developer Parties, specifying, in each case, the amount of each claim, an estimate of probable liability, the amount of any reserves taken in connection therewith and whether (and to what extent) such potential liability is covered by insurance.
 
SECTION 6. AGREEMENTS WITH CONTRACTORS
 
6.01 Bid Reguirement for Contractors. Prior to entering into an agreement with a General Contractor or any subcontractor for construction of the Project, the Developer shall solicit, or shall cause the General Contractor to solicit, bids from qualified contractors eligible to do business with, and having an office located in, the City of Chicago, and shall submit all bids received to DPD for its inspection and written approval, (i) For the TIF-Funded Improvements, the Developer shall select the General Contractor (or shall cause the General Contractor to select the subcontractor) submitting the lowest responsible bid who can complete the Project in a timely manner. If the Developer selects a General Contractor (or the General Contractor selects any subcontractor) submitting other than the lowest responsible bid for the TIF-Funded Improvements, the difference between the lowest responsible bid and the bid selected may not be paid out of City Funds, (ii) For Project work other than the TIF-Funded Improvements, if the Developer selects a General Contractor (or the General Contractor selects any subcontractor)
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who has not submitted the lowest responsible bid, the difference between the lowest responsible bid and the higher bid selected shall be subtracted from the actual total Project costs for purposes of the calculation of the amount of City Funds to be contributed to the Project pursuant to Section 4.03(b) hereof. The Developer shall submit copies of the Construction Contract to DPD in accordance with Section 6.02 below. Photocopies of all subcontracts entered or to be entered into in connection with the TIF-Funded Improvements shall be provided to DPD within five (5) business days of the execution thereof. The Developer shall ensure that the General Contractor shall not (and shall cause the General Contractor to ensure that the subcontractors shall not) begin work on the Project until the Plans and Specifications have been approved by DPD and all requisite permits have been obtained.
  1. Construction Contract. Prior to the execution thereof, the Developer Parties shall deliver to DPD a copy of the proposed Construction Contract with the General Contractor selected to handle the Project in accordance with Section 6.01 above, for DPD's prior written approval, which shall be granted or denied within ten (10) business days after delivery thereof.
  2. Performance and Payment Bonds. Prior to the commencement of any portion of the Project which includes work on the public way, the Developer Parties shall require that the General Contractor be bonded for its payment by sureties having an AA rating or better.
  3. Employment Opportunity. The Developer Parties shall contractually obligate and cause the General Contractor, and the General Contractor shall cause each of its subcontractors, to agree to the provisions of Section 10 hereof.
 
6.05      Other Provisions. In addition to the requirements of this Section 6, the
Construction Contract and each contract with any subcontractor shall contain provisions
required pursuant to Section 3.04 (Change Orders), Section 8.08 (Prevailing Wage), Section
10.01(e) (Employment Opportunity), Section 10.02 (City Resident Employment Requirement),
Section 10.03 (MBEAA/BE Requirements, as applicable), Section 12 (Insurance) and Section
14.01 (Books and Records) hereof. Photocopies of all contracts or subcontracts entered or to
be entered into in connection with the TIF-Funded Improvements shall be provided to DPD
within five (5) business days of the execution thereof.
 
SECTION 7. COMPLETION OF CONSTRUCTION
 
7.01 Certificate of Completion of Construction. Upon completion of the construction of the Project in accordance with the terms of this Agreement, the issuance of a certificate of occupancy for each ofthe rental housing units and compliance with the requirements contained on Section 3.13 of this Agreement, and upon the Developer Parties' written request, DPD shall issue to the Developer Parties a Certificate in recordable form certifying that the Developer Parties have fulfilled their obligation to complete the Project in accordance with the terms of this Agreement. DPD shall respond to the Developer Parties' written request for a Certificate within forty-five (45) days by issuing either a Certificate or a written statement detailing the ways in which the Project does not conform to this Agreement or has not been satisfactorily completed, and the measures which must be taken by the Developer Parties in order to obtain the Certificate. The Developer Parties may resubmit a written request for a Certificate upon completion of such measures.
 
 
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  1. Effect of Issuance of Certificate; Continuing Obligations. The Certificate relates only to the construction of the Project, and upon its issuance, the City will certify that the terms of the Agreement specifically related to the Developer Parties' obligation to complete such activities have been satisfied. After the issuance of a Certificate, however, all executory terms and conditions of this Agreement and all representations and covenants contained herein will continue to remain in full force and effect throughout the Term of the Agreement as to the parties described in the following paragraph, and the issuance of the Certificate shall not be construed as a waiver by the City of any of its rights and remedies pursuant to such executory terms.
 
Those covenants specifically described at Sections 8.02, 8.06. 8.18 and 8.19 as covenants that run with the land are the only covenants in this Agreement intended to be binding upon any transferee of the Property (including an assignee as described in the following sentence) throughout the Term of the Agreement notwithstanding the issuance of a Certificate; provided, that upon the issuance of a Certificate, the covenants set forth in Section 8.02 shall be deemed to have been fulfilled. The other executory terms of this Agreement that remain after the issuance of a Certificate shall be binding only upon the Developer Parties or a permitted assignee of the Developer Parties who, pursuant to Section 18.15 of this Agreement, has contracted to take an assignment ofthe Developer Parties' rights under this Agreement and assume the Developer Parties' liabilities hereunder.
 
Notwithstanding the foregoing, until the issuance of a Certificate and disbursement of the City Funds, the covenants specifically described at Sections 8.02, 8.06, 8.18 and 8.19 as covenants that run with the land shall not bind any successor by foreclosure or deed in lieu of foreclosure of any mortgage securing Lender Financing unless such transferee accepts an assignment of the Developer's interest hereunder in accordance with Section 16(b) of this Agreement.
  1. Failure to Complete. If the Developer Parties fail to complete the Project in accordance with the terms of this Agreement, then the City has, but shall not be limited to, any of the following rights and remedies:
  1. the right to terminate this Agreement and cease all disbursement of City Funds not yet disbursed pursuant hereto;
  2. the right (but not the obligation) to complete those TIF-Funded Improvements that are public improvements and to pay for the costs of TIF-Funded Improvements (including interest costs) out of City Funds or other City monies. In the event that the aggregate cost of completing the TIF-Funded Improvements exceeds the amount of City Funds available pursuant to Section 4.01, the Developer Parties shall reimburse the City for all reasonable costs and expenses incurred by the City in completing such TIF-Funded Improvements in excess of the available City Funds; and
  3. the right to seek reimbursement ofthe City Funds from the Developer Parties.
7.04      Notice of Expiration of Term of Agreement. Upon the expiration of the Term of
the Agreement, DPD shall provide the Developer Parties at the Developer Parties' written
request, with a written notice in recordable form stating that the Term of the Agreement has
expired.
 
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SECTION 8. COVENANTS/REPRESENTATIONS/WARRANTIES OF THE DEVELOPER PARTIES.
 
8.01 General. The Developer Parties, respectively, represent, warrant and covenant, as of the date of this Agreement and as of the date of each disbursement of City Funds hereunder, that:
  1. the Developer is an Illinois limited partnership duly organized, validly existing, qualified to do business in Illinois, and licensed to do business in any other state where, due to the nature of its activities or properties, such qualification or license is required, and FCC, Inc. is an Illinois not-for-profit corporation, duly organized, validly existing, qualified to do business in Illinois, and licensed to do business any other state where, due to the nature of its activities or properties, such qualification or license is required;
  2. the Developer Parties have the right, power and authority to enter into, execute, deliver and perform this Agreement;
  3. the execution, delivery and performance by the Developer Parties of this Agreement has been duly authorized by all necessary corporate action, as applicable, and does not and will not violate its organizational documents, any applicable provision of law, or constitute a breach of, default under or require any consent under any agreement, instrument or document to which the any one of the Developer Parties is now a party or by which any one of the Developer Parties is now or may become bound;
  4. Developer shall acquire and shall maintain good, indefeasible and merchantable fee simple title to the Property (and all improvements thereon) free and clear of all liens (except for the Permitted Liens, Lender Financing as disclosed in the Project Budget and non-governmental charges that the Developer is contesting in good faith pursuant to Section 8.18 hereof);
  5. the Developer Parties are now and for the Term of the Agreement shall remain solvent and able to pay their debts as they mature;
  6. there are no actions or proceedings by or before any court, governmental commission, board, bureau or any other administrative agency pending, threatened or affecting the Developer Parties which would impair their ability to perform under this Agreement;
  7. the Developer Parties have and shall maintain all government permits, certificates and consents (including, without limitation, appropriate environmental approvals) necessary to conduct their business and to construct, complete and operate the Project;
  8. the Developer Parties are not in default with respect to any indenture, loan agreement, mortgage, deed, note or any other agreement or instrument related to the borrowing of money to which any one of the Developer Parties is a party or by which any one of the Developer Parties is bound;
 
(i)      the Financial Statements, when hereafter required to be submitted, will be, complete,
correct in all material respects and accurately present the assets, liabilities, results of operations
and financial condition of the Developer Parties, and there has been no material adverse
change in the assets, liabilities, results of operations or financial condition of any one of the
 
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Developer Parties since the date of the such Developer Parties most recent Financial Statements;
 
(j) the Developer Parties shall not do any of the following without the prior written consent of DPD: (1) be a party to any merger, liquidation or consolidation; (2) sell, transfer, convey, lease or otherwise dispose of all or substantially all of its assets or any portion of the Property (including but not limited to any fixtures or equipment now or hereafter attached thereto) except in the ordinary course of business; (3) enter into any transaction outside the ordinary course of the Developer Parties' business; (4) assume, guarantee, endorse, or otherwise become liable in connection with the obligations of any other person or entity (other than in connection with the financing for the Project); or (5) enter into any transaction that would cause a material and detrimental change to the Developer Parties' financial condition;
 
(k) the Developer has not incurred, and, prior to the issuance of a Certificate, shall not, without the prior written consent of the Commissioner of DPD, allow the existence of any liens against the Property (or improvements thereon) other than the Permitted Liens; or incur any indebtedness, secured or to be secured by the Property (or improvements thereon) or any fixtures now or hereafter attached thereto, except Lender Financing disclosed in the Project Budget; and
(I) Developer Parties have not made or caused to be made, directly or indirectly, any payment, gratuity or offer of employment in connection with the Agreement or any contract paid from the City treasury or pursuant to City ordinance, for services to any City agency ("City Contract") as an inducement for the City to enter into the Agreement or any City Contract with any one of the Developer Parties in violation of Chapter 2-156-120 ofthe Municipal Code of the City;
 
(m) none of the Developer Parties nor any Affiliate of the Developer Parties 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 law, rule, regulation, order or judgment: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List. For purposes of this subparagraph (m) only, the term "affiliate," when used to indicate a relationship with a specified person or entity, means a person or entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified person or entity, 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;
 
(n) payments of City Funds are subject to the amount of Available Incremental Taxes deposited into the account established for the Area being sufficient for such payments. If, and that if the Available Incremental Taxes turn out to be insufficient to make such payments, such insufficiency shall not give the Developer or any other party any claim or right to any other Incremental Taxes or City funds;
(o) such party understands that (i) the City Funds are limited obligations of the City, payable solely from moneys on deposit in the account established for the Area; (ii) the City
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Funds do not constitute indebtedness of the City within the meaning of any constitutional or statutory provision or limitation; (iii) such party will have no right to compel the exercise of any taxing power of the City for payment of the City Funds; and (iv) the City Funds do not and will not represent or constitute a general obligation or a pledge of the faith and credit of the City, the State of Illinois or any political subdivision thereof;
 
(p) such party has sufficient knowledge and experience in financial and business matters, including municipal projects and revenues of the kind represented by the City Funds, and has been supplied with access to information to be able to evaluate the risks associated with the receipt of City Funds;
 
(q) such party understands that there is no assurance as to the amount or timing of receipt of City Funds, and that the amount of City Funds actually received by such party are may be less than the maximum amounts set forth in this Section 4.03(b);
 
(r) such party understands it may not, except as set forth herein, sell, assign, pledge or otherwise transfer its interest in this Agreement or City Funds in whole or in part without the prior written consent of the City, and, to the fullest extent permitted by law, agrees to indemnify the City for any losses, claims, damages or expenses relating to or based upon any, sale, assignment, pledge or transfer of City Funds in violation of this Agreement; and
 
(s) such party acknowledges that the City has no continuing obligation to provide it with any information concerning the City Funds or otherwise, except as set forth in this Agreement.
  1. Covenant to Redevelop. Upon DPD's approval of the Project Budget, the Scope Drawings and Plans and Specifications as provided in Sections 3.02 and 3.03 hereof, and the Developer's receipt of all required building permits and governmental approvals, the Developer Parties shall redevelop the Property in accordance with this Agreement and all Exhibits attached hereto, the TIF Ordinances, the Scope Drawings, Plans and Specifications, Project Budget and all amendments thereto, and all federal, state and local laws, ordinances, rules, regulations, executive orders and codes applicable to the Project, the Property and/or the Developer Parties. The covenants set forth in this Section shall run with the land and be binding upon any transferee, but shall be deemed satisfied upon issuance by the City of a Certificate with respect thereto.
  2. Redevelopment Plan. The Developer Parties represent that the Project is and shall be in compliance with all ofthe terms ofthe Redevelopment Plan.
  3. Use of City Funds. City Funds disbursed to FCC, Inc. shall be used by the FCC, Inc. solely to pay for (or to reimburse the Developer Parties for their payment for) the TIF-Funded Improvements as provided in this Agreement. If the City pays any of the City Funds to FCC, Inc., FCC, Inc. shall be required to loan or contribute the City Funds to the Developer, to reimburse the Developer for the costs of TIF-Funded Improvements or directly pay for the costs ofthe TIF-Funded Improvements.
  4. Intentionally Deleted.
  5. Employment Opportunity; Progress Reports. The Developer Parties covenant and agree to abide by, and contractually obligate and use reasonable efforts to cause the General Contractor (and the General Contractor shall, in turn, use reasonable efforts to cause
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its subcontractors) to abide by the terms set forth in Section 10 hereof. The Developer shall deliver to the City written progress reports detailing compliance with the requirements of Sections 8.08. 10.02 and 10.03 of this Agreement. Such reports shall be delivered to the City when the Project is 25%, 50%, 70% and 100% completed (based on the amount of expenditures incurred in relation to the Project Budget). If any such reports indicate a shortfall in compliance, the Developer shall also deliver a plan to DPD which shall outline, to DPD's satisfaction, the manner in which the Developer shall correct any shortfall.
 
8.07      Employment Profile. The Developer Parties shall submit, and contractually
obligate and cause the General Contractor (and the General Contractor shall, in turn, use
reasonable efforts to cause its subcontractors) to submit, to DPD, from time to time, statements
of its employment profile upon DPD's request.
  1. Prevailing Wage. The Project is subject to the requirements of the Davis-Bacon Act, 40 U.S.C. Section 276a et seq. Accordingly, pursuant to 820 ILCS 130/11, Section 11 of the Illinois Prevailing Wage Act (820 ILCS 130/0/01 et seq.), the requirements of the Illinois Prevailing Wage Act shall not apply to the Project.
  2. Arms-Length Transactions. Unless DPD has given its prior written consent with respect thereto, no Affiliate of the Developer Parties may receive any portion of City Funds, directly or indirectly, in payment for work done, services provided or materials supplied in connection with any TIF-Funded Improvement. The Developer Parties shall provide information with respect to any entity to receive City Funds directly or indirectly (whether through payment to the Affiliate by the Developer Parties and reimbursement to the Developer Parties for such costs using City Funds, or otherwise), upon DPD's request, prior to any such disbursement.
  3. Conflict of Interest. Pursuant to Section 5/11-74.4-4(n) of the Act, the Developer Parties represent, warrant and covenant that, to the best of their knowledge, no member, official, or employee of the City, or of any commission or committee exercising authority over the Project, the Redevelopment Area or the Redevelopment Plan, or any consultant hired by the City or the Developer Parties with respect thereto, owns or controls, has owned or controlled or will own or control any interest, and no such person shall represent any person, as agent or otherwise, who owns or controls, has owned or controlled, or will own or control any interest, direct or indirect, in the Developer Parties' business, the Property or any other property in the Redevelopment Area.
  4. Disclosure of Interest. The Developer Parties'counsel has no direct or indirect financial ownership interest in the Developer Parties, the Property or any other aspect of the Project.
  5. Financial Statements. The Developer Parties shall obtain and provide to DPD Financial Statements for the fiscal year ended December 31, 2014 and each December 31st thereafter for the Term of the Agreement. In addition, the Developer Parties shall submit unaudited financial statements as soon as reasonably practical following the close of each fiscal year and for such other periods as DPD may request.
  6. Insurance. The Developer, at its own expense, shall comply with all provisions of Section 12 hereof.
 
8.14 Non-Governmental Charges.
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(a)      Payment of Non-Governmental Charges. Except for the Permitted Liens, the
Developer agrees to pay or cause to be paid when due any Non-Governmental Charge
assessed or imposed upon the Project, the Property or any fixtures that are or may become
attached thereto, which creates, may create, or appears to create a lien upon all or any portion
of the Property or Project; provided however, that if such Non-Governmental Charge may be
paid in installments, the Developer may pay the same together with any accrued interest
thereon in installments as they become due and before any fine, penalty, interest, or cost may
be added thereto for nonpayment. The Developer shall furnish to DPD, within thirty (30) days of
DPD's request, official receipts from the appropriate entity, or other proof satisfactory to DPD,
evidencing payment of the Non-Governmental Charge in question.
 
(b)      Right to Contest. The Developer has the right, before any delinquency occurs:
  1. to contest or object in good faith to the amount or validity of any Non-Governmental Charge by appropriate legal proceedings properly and diligently instituted and prosecuted, in such manner as shall stay the collection of the contested Non-Governmental Charge, prevent the imposition of a lien or remove such lien, or prevent the sale or forfeiture of the Property (so long as no such contest or objection shall be deemed or construed to relieve, modify or extend the Developer's covenants to pay any such Non-Governmental Charge at the time and in the manner provided in this Section 8.14); or
  2. at DPD's sole option, to furnish a good and sufficient bond or other security satisfactory to DPD in such form and amounts as DPD shall require, or a good and sufficient undertaking as may be required or permitted by law to accomplish a stay of any such sale or forfeiture of the Property or any portion thereof or any fixtures that are or may be attached thereto, during the pendency of such contest, adequate to pay fully any such contested Non-Governmental Charge and all interest and penalties upon the adverse determination of such contest.
  1. Developer Parties' Liabilities. The Developer Parties shall not enter into any transaction that would materially and adversely affect their ability to perform their obligations hereunder or to repay any material liabilities or perform any material obligations of the Developer Parties to any other person or entity. The Developer Parties shall immediately notify DPD of any and all events or actions which may materially affect the Developer Parties' ability to carry on its business operations or perform its obligations under this Agreement or any other documents and agreements.
  2. Compliance with Laws. To the best ofthe Developer Parties' knowledge, after diligent inquiry, the Property and the Project are and shall be in compliance with all applicable federal, state and local laws, statutes, ordinances, rules, regulations, executive orders and codes pertaining to or affecting the Project and the Property. Upon the City's request, the Developer Parties shall provide evidence satisfactory to the City of such compliance.
8.17      Recording and Filing. The Developer shall cause this Agreement, certain
exhibits (as specified by Corporation Counsel), all amendments and supplements hereto to be
recorded and filed against the Property on the date hereof in the conveyance and real property
records of Cook County, Illinois. The Developer shall pay all fees and charges incurred in
connection with any such recording. Upon recording, the Developer shall immediately transmit
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to the City an executed original of this Agreement showing the date and recording number of record.
 
8.18 Real Estate Provisions.
 
(a) Governmental Charges.
  1. Payment of Governmental Charges. The Developer agrees to pay or cause to be paid when due all Governmental Charges (as defined below) which are assessed or imposed upon the Developer, the Property or the Project, or become due and payable, and which create, may create, or appear to create a lien upon the Developer or all or any portion of the Property or the Project. "Governmental Charge" shall mean all federal, State, county, the City, or other governmental (or any instrumentality, division, agency, body, or department thereof) taxes, levies, assessments, charges, liens, claims or encumbrances (except for those assessed by foreign nations, states other than the State of Illinois, counties of the State other than Cook County, and municipalities other than the City) relating to the Developer, the Property or the Project including but not limited to real estate taxes; provided, however, the Developer is permitted to apply for a Class 9 designation, or a comparable abatement or exemption under any program that may replace or supplement the Class 9 program, from Cook County.
  2. Right to Contest. The Developer has the right before any delinquency occurs to contest or object in good faith to the amount or validity of any Governmental Charge by appropriate legal proceedings properly and diligently instituted and prosecuted in such manner as shall stay the collection of the contested Governmental Charge and prevent the imposition of a lien or the sale or forfeiture of the Property. The Developer's right to challenge real estate taxes applicable to the Property is limited as provided for in Section 8.18(c) below; provided, that such real estate taxes must be paid in full when due and may be disputed only after such payment is made. No such contest or objection shall be deemed or construed in any way as relieving, modifying or extending the Developer's covenants to pay any such Governmental Charge at the time and in the manner provided in this Agreement unless the Developer has given prior written notice to DPD of the Developer's intent to contest or object to a Governmental Charge and, unless, at DPD's sole option,
  3. the Developer shall demonstrate to DPD's satisfaction that legal proceedings instituted by the Developer contesting or objecting to a Governmental Charge shall conclusively operate to prevent or remove a lien against, or the sale or forfeiture of, all or any part of the Property to satisfy such Governmental Charge prior to final determination of such proceedings; and/or
  4. the Developer shall furnish a good and sufficient bond or other security satisfactory to DPD in such form and amounts as DPD shall require, or a good and sufficient undertaking as may be required or permitted by law to accomplish a stay of any such sale or forfeiture of the Property during the pendency of such contest, adequate to pay fully any such contested Governmental Charge and all interest and penalties upon the adverse determination of such contest.
(b) Developer's Failure To Pay Or Discharge Lien. If the Developer fails to pay any Governmental Charge or to obtain discharge of the same, the Developer shall advise
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DPD thereof in writing, at which time DPD may, but shall not be obligated to, and without waiving or releasing any obligation or liability of the Developer under this Agreement, in DPD's sole discretion, make such payment, or any part thereof, or obtain such discharge and take any other action with respect thereto which DPD deems advisable. All sums so paid by DPD, if any, and any expenses, if any, including reasonable attorneys' fees, court costs, expenses and other charges relating thereto, shall be promptly disbursed to DPD by the Developer. Notwithstanding anything contained herein to the contrary, this paragraph shall not be construed to obligate the City to pay any such Governmental Charge. Additionally, if the Developer fails to pay any Governmental Charge, the City, in its sole discretion, may require the Developer to submit to the City audited Financial Statements at the Developer's own expense.
 
(c) Real Estate Taxes.
 
(i)      Real Estate Tax Exemption. With respect to the Property or the Project,
neither the Developer nor any agent, representative, lessee, tenant, assignee, transferee
or successor in interest to the Developer shall, during the Term of this Agreement, seek,
or authorize any exemption (as such term is used and defined in the Illinois Constitution,
Article IX, Section 6 (1970)) for any year that the Redevelopment Plan is in effect, except
any exemption for which DPD has provided its prior written consent.
 
(ii)      Covenants Running with the Land. The parties agree that the restrictions
contained in this Section 8.18(c) are covenants running with the land and this
Agreement shall be recorded by the Developer as a memorandum thereof, at the
Developer's expense, with the Cook County Recorder of Deeds on the Closing Date.
These restrictions shall be binding upon the Developer Parties and their agents,
representatives, lessees, successors, assigns and transferees from and after the date
hereof, provided however, that the covenants shall be released when the
Redevelopment Area is no longer in effect. The Developer agrees that any sale, lease,
conveyance, or transfer of title to all or any portion of the Property or Redevelopment
Area from and after the date hereof shall be made explicitly subject to such covenants
and restrictions. Notwithstanding anything contained in this Section 8.18(c) to the
contrary, the City, in its sole discretion and by its sole action, without the joinder or
concurrence of the Developer Parties, their successors or assigns, may waive and
terminate the Developer Parties' covenants and agreements set forth in this Section
8.18(c).
8.19 Affordable Housing Covenant. The Developer Parties agree and covenant to the City that, the following provisions shall govern the terms of the obligation to provide affordable housing under this Agreement:
  1. The Facility shall be operated and maintained solely as residential rental housing;
  2. Thirty-Two (32) of the residential units in the Facility shall be available for occupancy to and be occupied solely by one or more qualifying as Low Income Families (as defined below) upon initial occupancy," and
  3. Thirty-Two (32) of the residential units in the Facility has monthly rents paid by the tenants not in excess of thirty percent (30%) of the maximum allowable income for a Low Income Family (with the applicable Family size for such units determined in accordance with the
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rules specified in Section 42(g)(2) of the Internal Revenue Code of 1986, as amended); provided, however, that for any unit occupied by a Family (as defined below) that no longer qualifies as a Low Income Family due to an increase in such Family's income since the date of its initial occupancy of such unit, the maximum monthly rent for such unit shall not exceed thirty percent (30%) of such Family's monthly income.
  1. As used in this Section 8.19. the following terms has the following meanings:
    1. "Family" shall mean one or more individuals, whether or not related by blood or marriage; and
    2. "Low Income Families" shall mean Families whose annual income does not exceed sixty percent (60%) of the Chicago-area median income, adjusted for Family size, as such annual income and Chicago-area median income are determined from time to time by the United States Department of Housing and Urban Development, and thereafter such income limits shall apply to this definition.
  2. The covenants set forth in this Section 8.19 shall run with the land and be binding upon any transferee.
 
8.20      Survival of Covenants. All warranties, representations, covenants and
agreements of the Developer Parties contained in this Section 8 and elsewhere in this
Agreement shall be true, accurate and complete at the time of the Developer Parties' execution
of this Agreement, and shall survive the execution, delivery and acceptance hereof by the
parties hereto and (except as provided in Section 7 hereof upon the issuance of a Certificate)
shall be in effect throughout the Term of the Agreement.
8.21      Annual Compliance Report. Beginning with the issuance of the Certificate and
continuing throughout the Term of the Agreement, the Developer shall submit to DPD the
Annual Compliance Report within 30 days after the end of the calendar year to which the
Annual Compliance Report relates.
 
 
SECTION 9. COVENANTS/REPRESENTATIONS/WARRANTIES OF CITY
  1. General Covenants. The City represents that it has the authority as a home rule unit of local government to execute and deliver this Agreement and to perform its obligations hereunder.
  2. Survival of Covenants. All warranties, representations, and covenants of the City contained in this Section 9 or elsewhere in this Agreement shall be true, accurate, and complete at the time of the City's execution of this Agreement, and shall survive the execution, delivery and acceptance hereof by the parties hereto and be in effect throughout the Term of the Agreement.
 
 
 
 
 
 
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SECTION 10. DEVELOPER PARTIES' EMPLOYMENT OBLIGATIONS
 
10.01 Employment Opportunity. The Developer Parties on behalf of themselves and their successors and assigns, hereby agree, and shall contractually obligate its or their various contractors, subcontractors or any Affiliate of the Developer Parties operating on the Property (collectively, with the Developer Parties, the "Employers" and individually an "Employer") to agree, that for the Term of this Agreement with respect to Developer Parties during the period of any other party's provision of services in connection with the construction of the Project or occupation of the Property:
  1. No 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, Chapter 2-160, Section 2-160-010 et seq., Municipal Code, except as otherwise provided by said ordinance and as amended from time to time (the "Human Rights Ordinance"). Each Employer shall take affirmative action to ensure that applicants are hired and employed without discrimination 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 and are treated in a nondiscriminatory 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. 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 Employers, in all solicitations or advertisements for employees, shall state that all qualified applicants shall receive consideration for employment without discrimination 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.
  2. To the greatest extent feasible, each Employer is required to present opportunities for training and employment of low- and moderate-income residents of the City and preferably of the Redevelopment Area; and to provide that contracts for work in connection with the construction of the Project be awarded to business concerns that are located in, or owned in substantial part by persons residing in, the City and preferably in the Redevelopment Area.
  3. Each Employer shall comply with all federal, state and local equal employment and affirmative action statutes, rules and regulations, including but not limited to the City's Human Rights Ordinance and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. (1993), and any subsequent amendments and regulations promulgated thereto.
  4. Each Employer, in order to demonstrate compliance with the terms of this Section, 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.
  5. Each Employer shall include the foregoing provisions of subparagraphs (a) through (d) in every contract entered into in connection with the Project, and shall require inclusion of these provisions in every subcontract entered into by any subcontractors, and every agreement
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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.
 
(f) Failure to comply with the employment obligations described in this Section 10.01 shall be a basis for the City to pursue remedies under the provisions of Section 15.02 hereof.
 
10.02    City Resident Construction Worker Employment Requirement. The
Developer Parties agree for themselves and their successors and assigns, and shall contractually obligate their contractors and subcontractors, as applicable, to agree, that during the construction of the Project they shall comply with the minimum percentage of total worker hours performed by actual residents ofthe City as specified in Section 2-92-330 ofthe Municipal Code of Chicago (at least 50 percent of the total worker hours worked by persons on the site of the Project shall be performed by actual residents of the City); provided, however, that in addition to complying with this percentage, the Developer Parties, their contractors and each subcontractor shall be required to make good faith efforts to utilize qualified residents of the City in both unskilled and skilled labor positions.
 
The Developer Parties 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.
 
"Actual residents of the City" shall mean persons domiciled within the City. The domicile is an individual's one and only true, fixed and permanent home and principal establishment.
 
The Developer Parties, the contractors and each subcontractor shall provide for the maintenance of adequate employee residency records to show that actual Chicago residents are employed on the Project. Each Employer shall maintain copies of personal documents supportive of every Chicago employee's actual record of residence.
 
Weekly certified payroll reports (U.S. Department of Labor Form WH-347 or equivalent) shall be submitted to the Commissioner of DPD 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 Employer hired the employee should be written in after the employee's name.
 
The Developer Parties, the contractors and each subcontractor shall provide full access to their employment records to the Chief Procurement Officer, the Commissioner of DPD, the Superintendent of the Chicago Police Department, the Inspector General or any duly authorized representative of any of them. The Developer Parties, the General Contractor and each subcontractor shall maintain all relevant personnel data and records for a period of at least three (3) years after final acceptance of the work constituting the Project.
 
At the direction of DPD, affidavits and other supporting documentation will be required of the Developer Parties, the contractors and each subcontractor 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 Parties, the contractors and each subcontractor to provide utilization of actual Chicago residents (but not sufficient for the granting
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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 concerning the worker hours performed by actual Chicago residents.
 
When work at the Project is completed, in the event that the City has determined that the Developer Parties have failed to ensure the fulfillment of the requirement of this Section 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. Therefore, in such a case of non-compliance, it is agreed that 1/20 of 1 percent (0.0005) of the aggregate hard construction costs set forth in the Project budget (the product of .0005 x such aggregate hard construction costs) (as the same shall be evidenced by approved contract value for the actual contracts) shall be surrendered by the Developer Parties 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 Parties, the General Contractor and/or the subcontractors to prosecution. Any retainage to cover contract performance that may become due to the Developer Parties pursuant to Section 2-92-250 of the Municipal Code of Chicago may be withheld by the City pending the Chief Procurement Officer's determination as to whether the Developer Parties must surrender damages as provided in this paragraph.
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 or related documents.
The Developer Parties shall cause or require the provisions of this Section 10.02 to be included in all construction contracts and subcontracts related to the Project.
 
10.03. MBE/WBE Commitment. Consistent with the findings which support the Minority-Owned and Women-Owned Business Enterprise Procurement Program (the "MBE/WBE Program"), Section 2-92-420 et seg., Municipal Code of Chicago, and in reliance upon the provisions of the MBE/WBE Program to the extent contained in, and as qualified by, the provisions of this Section 10.03, during the course of construction of the Project, at least the following percentages of hard construction costs as set forth in the Project Budget (as set forth in Exhibit H hereto) shall be expended for contract participation by minority-owned businesses ("MBEs") and by women-owned businesses ("WBEs") as follows:
  1. at least 24 percent by MBEs;
  2. at least 4 percent by WBEs.
 
Consistent with Section 2-92-440, Municipal Code of Chicago, the Developer Parties' MBE/WBE commitment may be achieved in part by the Developer Parties' status as an MBE or WBE (but only to the extent of any actual work performed on the Project by the Developer Parties) 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
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work performed on the Project by the MBE or WBE), by the Developer Parties utilizing a MBE or a WBE as a contractor (but only to the extent of any actual work performed on the Project by such contractor), by subcontracting a portion of the Project to one or more MBEs or WBEs, or by the purchase of materials used in 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 Parties' MBEAA/BE commitment as described in this Section 10.03.
 
The Developer Parties shall deliver quarterly reports to DPD during 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 Parties or a 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 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 DPD in determining the Developer Parties' compliance with this MBEAA/BE commitment. The Developer Parties shall maintain records of all relevant data with respect to the utilization of MBEs and WBEs in connection with the Project for at least five years after completion of the Project, and DPD shall have access to all such records maintained by the Developer Parties, on five Business Days' notice, to allow the City to review the Developer Parties' compliance with its commitment to MBEAA/BE participation and the status ofany MBE or WBE performing any portion ofthe Project.
 
Upon the disqualification of any MBE or WBE contractor or subcontractor, if such status was misrepresented by the disqualified party, the Developer Parties shall be obligated to discharge or cause to be discharged the disqualified contractor or subcontractor, and, if possible, identify and engage a qualified MBE or WBE as a replacement. For purposes of this Section 10.03. the disqualification procedures are further described in Section 2-92-540, Municipal Code of Chicago.
 
Any reduction or waiver of the Developer Parties' MBEAA/BE commitment as described in this Section 10.03 shall be undertaken in accordance with Section 2-92-450, Municipal Code of Chicago.
 
Prior to the commencement of the Project, the Developer Parties shall be required to meet with the monitoring staff of DPD with regard to the Developer Parties' compliance with its obligations under this Section 10.03. All contractors and all major subcontractors shall be required to attend this pre-construction meeting. During said meeting, the Developer Parties shall demonstrate to DPD their plan to achieve their obligations under this Section 10.03, the sufficiency of which shall be approved by DPD. During the Project, the Developer Parties shall submit the documentation required by this Section 10.03 to the monitoring staff of DPD. Failure to submit such documentation on a timely basis, or a determination by DPD, upon analysis of the documentation, that the Developer Parties are not complying with their obligations under this Section 10.03, shall, upon the delivery of written notice to the Developer Parties, be deemed an Event of Default. Upon the occurrence of any such Event of Default, in addition to any other remedies provided hereunder, the City may: (1) issue a written demand to the Developer Parties to halt the Project, (2) withhold any further payments to, or on behalf of, the Developer Parties, or (3) seek any other remedies against the Developer Parties available at law or in equity.
 
 
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The Developer Parties will include the foregoing provisions in every contract entered into in connection with the Project and every agreement with any Affiliate operating on the Property so that such provision will be binding upon each contractor or Affiliate, as the case may be.
 
 
SECTION 11. ENVIRONMENTAL MATTERS
 
The Developer Parties hereby represent and warrant to the City that the Developer Parties have conducted environmental studies sufficient to conclude that the Project may be constructed, completed and operated in accordance with all Environmental Laws and this Agreement and all Exhibits attached hereto, the Scope Drawings, Plans and Specifications and all amendments thereto, and the Redevelopment Plan.
 
Without limiting any other provisions hereof, the Developer Parties agree to indemnify, defend and hold the City harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses or claims of any kind whatsoever including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Laws incurred, suffered by or asserted against the City as a direct or indirect result of any of the following, regardless of whether or not caused by, or within the control of the Developer Parties: (i) the presence of any Hazardous Material on or under, or the escape, seepage, leakage, spillage, emission, discharge or release of any Hazardous Material from (A) all or any portion of the Property or (B) any other real property in which the Developer Parties or any person directly or indirectly controlling, controlled by or under common control with the Developer Parties, holds any estate or interest whatsoever (including, without limitation, any property owned by a land trust in which the beneficial interest is owned, in whole or in part, by the Developer Parties), or (ii) any liens against the Property permitted or imposed by any Environmental Laws, or any actual or asserted liability or obligation of the City or the Developer Parties or any of its Affiliates under any Environmental Laws relating to the Property.
 
 
SECTION 12. INSURANCE
 
The Developer must provide and maintain, at Developer's own expense, or cause to be provided and maintained during the term of this Agreement, the insurance coverage and requirements specified below, insuring all operations related to the Agreement.
 
(a)     Prior to execution and delivery of this Agreement.
  1. Workers Compensation and Employers Liability
 
Workers Compensation Insurance, as prescribed by applicable law covering all employees who are to provide work under this Agreement and Employers Liability coverage with limits of not less than $100,000 each accident, illness or disease.
  1. Commercial General Liability (Primary and Umbrella)
 
Commercial General Liability Insurance or equivalent with limits of not less than $1,000,000 per occurrence for bodily injury, personal injury, and property damage liability.    Coverages must include the following:    All premises and operations, products/completed  operations  independent contractors,  separation  of insureds,
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defense, and contractual liability (with no limitation endorsement). The City of Chicago is to be named as an additional insured on a primary, non-contributory basis for any liability arising directly or indirectly from the work.
 
(iii)     All Risk Property
 
All Risk Property Insurance at replacement value of the property to protect against loss of, damage to, or destruction of the building/facility. The City is to be named as an additional insured and loss payee/mortgagee if applicable.
(b) Construction. Prior to the construction of any portion of the Project, Developer will cause its architects, contractors, subcontractors, project managers and other parties constructing the Project to procure and maintain the following kinds and amounts of insurance:
  1. Workers Compensation and Employers Liability
 
Workers Compensation Insurance, as prescribed by applicable law covering all employees who are to provide work under this Agreement and Employers Liability coverage with limits of not less than $ 500,000 each accident, illness or disease.
  1. Commercial General Liability (Primary and Umbrella)
 
Commercial General Liability Insurance or equivalent with limits of not less than $2,000,000 per occurrence for bodily injury, personal injury, and property damage liability. Coverages must include the following: All premises and operations, products/completed operations (for a minimum of two (2) years following project completion), explosion, collapse, underground, separation of insureds, defense, and contractual liability (with no limitation endorsement). The City of Chicago is to be named as an additional insured on a primary, non-contributory basis for any liability arising directly or indirectly from the work.
  1. Automobile Liability (Primary and Umbrella)
 
When any motor vehicles (owned, non-owned and hired) are used in connection with work to be performed, the Automobile Liability Insurance with limits of not less than $2,000,000 per occurrence for bodily injury and property damage. The City of Chicago is to be named as an additional insured on a primary, non-contributory basis.
  1. Railroad Protective Liability
 
When any work is to be done adjacent to or on railroad or transit property, Developer must provide cause to be provided with respect to the operations that Contractors perform, Railroad Protective Liability Insurance in the name of railroad or transit entity. The policy must have limits of not less than $2,000,000 per occurrence and $6,000,000 in the aggregate for losses arising out of injuries to or death of all persons, and for damage to or destruction of property, including the loss of use thereof.
  1. All Risk /Builders Risk
 
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When Developer undertakes any construction, including improvements, betterments, and/or repairs, the Developer must provide or cause to be provided All Risk Builders Risk Insurance at replacement cost for materials, supplies, equipment, machinery and fixtures that are or will be part of the project. The City of Chicago is to be named as an additional insured and loss payee/mortgagee if applicable.
  1. Professional Liability
 
When any architects, engineers, construction managers or other professional consultants perform work in connection with this Agreement, Professional Liability Insurance covering acts, errors, or omissions must be maintained with limits of not less than $1,000.000. Coverage must include contractual liability. When policies are renewed or replaced, the policy retroactive date must coincide with, or precede, start of work on the Contract. A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years.
  1. Valuable Papers
When any plans, designs, drawings, specifications and documents are produced or used under this Agreement, Valuable Papers Insurance must be maintained in an amount to insure against any loss whatsoever, and must have limits sufficient to pay for the recreation and reconstruction of such records.
  1. Contractors Pollution Liability
 
When any remediation work is performed which may cause a pollution exposure, the Developer must cause remediation contractor to provide Contractor Pollution Liability covering bodily injury, property damage and other losses caused by pollution conditions that arise from the contract scope of work with limits of not less than $1,000,000 per occurrence. Coverage must include completed operations, contractual liability, defense, excavation, environmental cleanup, remediation and disposal. When policies are renewed or replaced, the policy retroactive date must coincide with or precede, start of work on the Agreement. A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years. The City of Chicago is to be named as an additional insured.
  1. Post Construction:
 
(i) All Risk Property Insurance at replacement value of the property to protect against loss of, damage to, or destruction of the building/facility. The City is to be named as an additional insured and loss payee/mortgagee if applicable.
  1. Other Requirements:
 
The Developer must furnish the City of Chicago, Department of Planning and Development, City Hall, Room 1000, 121 North LaSalle Street 60602, original Certificates of Insurance, or such similar evidence, to be in force on the date of this Agreement, and Renewal Certificates of Insurance, or such similar evidence, if the coverages have an expiration or renewal date occurring during the term of this Agreement. The Developer must submit evidence of insurance on the City of Chicago
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Insurance Certificate Form (copy attached) or equivalent prior to closing. The receipt of any certificate does not constitute agreement by the City that the insurance requirements in the Agreement have been fully met or that the insurance policies indicated on the certificate are in compliance with all Agreement requirements. The failure of the City to obtain certificates or other insurance evidence from Developer is not a waiver by the City of any requirements for the Developer to obtain and maintain the specified coverages. The Developer shall advise all insurers of the Agreement provisions regarding insurance. Non-conforming insurance does not relieve Developer of the obligation to provide insurance as specified herein. Nonfulfillment of the insurance conditions may constitute a violation of the Agreement, and the City retains the right to stop work and/or terminate agreement until proper evidence of insurance is provided.
 
The insurance must provide for 30 days prior written notice to be given to the City in the event coverage is substantially changed, canceled, or non-renewed.
 
Any deductibles or self insured retentions on referenced insurance coverages must be borne by Developer and Contractors.
The Developer hereby waives and agrees to require their insurers to waive their rights of subrogation against the City of Chicago, its employees, elected officials, agents, or representatives.
 
The coverages and limits furnished by Developer in no way limit the Developer's liabilities and responsibilities specified within the Agreement or by law.
Any insurance or self insurance programs maintained by the City of Chicago do not contribute with insurance provided by the Developer under the Agreement.
 
The required insurance to be carried is not limited by any limitations expressed in the indemnification language in this Agreement or any limitation placed on the indemnity in this Agreement given as a matter of law.
 
If Developer is a joint venture or limited liability company, the insurance policies must name the joint venture or limited liability company as a named insured.
 
The Developer must require all contractors and subcontractors to provide the insurance required herein, or Developer may provide the coverages for contractors and subcontractors. All Contractors and subcontractors are subject to the same insurance requirements of Developer unless otherwise specified in this Agreement.
 
If Developer, any contractor or subcontractor desires additional coverages, the party desiring the additional coverages is responsible for the acquisition and cost.
 
The City of Chicago Risk Management Department maintains the right to modify, delete, alter or change these requirements.
 
SECTION 13. INDEMNIFICATION
13.01 General Indemnity. Developer Parties agree to indemnify, pay, defend and hold City, and its elected and appointed officials, employees, agents and Affiliates (individually an
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"Indemnitee," and collectively the "Indemnitees") harmless from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (and including without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnities shall be designated a party thereto), that may be imposed on, suffered, incurred by or asserted against the Indemnitees in any manner relating or arising out of:
    1. the Developer Parties' failure to comply with any of the terms, covenants and conditions contained within this Agreement; or
  2. the Developer Parties' or any contractor's failure to pay contractors, subcontractors or materialmen in connection with the TIF-Funded Improvements or any other Project improvement; or
  3. the existence of any material misrepresentation or omission in this Agreement, the Redevelopment Plan or any other document related to this Agreement that is the result of information supplied or omitted by the Developer Parties or any Affiliate Developer Parties or any agents, employees, contractors or persons acting under the control or at the request of the Developer Parties or any Affiliate of Developer Parties; or
  4. the Developer Parties' failure to cure any misrepresentation in this Agreement or any other agreement relating hereto;
 
provided, however, that Developer Parties shall have no obligation to an Indemnitee arising from the wanton or willful misconduct of that Indemnitee. To the extent that the preceding sentence may be unenforceable because it violates any law or public policy, Developer Parties shall contribute the maximum portion that they are permitted to pay and satisfy under the applicable law, to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 13.01 shall survive the termination of this Agreement.
 
SECTION 14. MAINTAINING RECORDS/RIGHT TO INSPECT
    1. Books and Records. The Developer Parties shall keep and maintain separate, complete, accurate and detailed books and records necessary to reflect and fully disclose the total actual cost of the Project and the disposition of all funds from whatever source allocated thereto, and to monitor the Project. All such books, records and other documents, including but not limited to the Developer Parties' loan statements, if any, General Contractor's and subcontractors' sworn statements, general contracts, subcontracts, purchase orders, waivers of lien, paid receipts and invoices, shall be available at the Developer Parties' offices for inspection, copying, audit and examination by an authorized representative of the City, at the Developer Parties' expense. The Developer Parties shall incorporate this right to inspect, copy, audit and examine all books and records into all contracts entered into by the Developer Parties with respect to the Project.
  2. Inspection Rights. Upon three (3) business days' notice, any authorized representative of the City has access to all portions of the Project and the Property during normal business hours for the Term of the Agreement.
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SECTION 15. DEFAULT AND REMEDIES
 
15.01 Events of Default. The occurrence of any one or more of the following events, subject to the provisions of Section 15.03, shall constitute an "Event of Default" by the Developer Parties hereunder:
  1. the failure of the Developer Parties to perform, keep or observe any of the covenants, conditions, promises, agreements or obligations of the Developer Parties under this Agreement or any related agreement;
  2. the failure of the Developer Parties to perform, keep or observe any of the covenants, conditions, promises, agreements or obligations of the Developer Parties under any other agreement with any person or entity if such failure may have a material adverse effect on the Developer Parties' business, property, assets, operations or condition, financial or otherwise;
 
(c)      the making or furnishing by the Developer Parties to the City of any representation,
warranty, certificate, schedule, report or other communication within or in connection with this
Agreement or any related agreement which is untrue or misleading in any material respect;
  1. except as otherwise permitted hereunder, the creation (whether voluntary or involuntary) of any lien or other encumbrance upon the Property, including any fixtures now or hereafter attached thereto, other than the Permitted Liens, or the making or any attempt to make any levy, seizure or attachment thereof;
  2. the commencement of any proceedings in bankruptcy by or against the Developer Parties or for the liquidation or reorganization of the Developer Parties, or alleging that the Developer Parties are insolvent or unable to pay its debts as they mature, or for the readjustment or arrangement of the Developer Parties' 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 Parties; 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;
  1. the appointment of a receiver or trustee for the Developer Parties, for any substantial part of the Developer Parties' assets or the institution of any proceedings for the dissolution, or the full or partial liquidation, or the merger or consolidation, of the Developer Parties; 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 ninety (90) days after the commencement thereof;
  2. the entry of any judgment or order against the Developer Parties which remains unsatisfied or undischarged and in effect for sixty (60) days after such entry without a stay of enforcement or execution;
  3. the occurrence of an event of default under the Lender Financing, which default is not cured within any applicable cure period;
 
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(i) the dissolution of the Developer Parties, unless reinstated within sixty (60) days of such dissolution;
(j) the institution in any court of a criminal proceeding (other than a misdemeanor) against the Developer Parties, or any natural person who owns a material interest in the Developer Parties, which is not dismissed within thirty (30) days, or the indictment of the Developer Parties or any natural person who owns a material interest in the Developer Parties, for any crime (other than a misdemeanor); or
 
(k) prior to the expiration of the Term of the Agreement, the sale or transfer of a majority of the ownership interests of the Developer Parties without the prior written consent of the City except as permitted under Section 4.08 hereof.
For purposes of Sections 15.01(i) and 15.01 (j) hereof, a person with a material interest in the Developer shall be one owning in excess of ten percent (10%) of the Developer's partnership interests.
 
 
15.02 Remedies. Upon the occurrence of an Event of Default, the City may terminate this Agreement and all related agreements, and may suspend disbursement of City Funds. Additionally, upon the occurrence of an Event of Default in relation to Section 8.19, the Developer Parties or Affiliates shall reimburse the City all of the City Funds disbursed to any one of the Developer Parties to date. The City may, in any court of competent jurisdiction by any action or proceeding at law or in equity, pursue and secure any available remedy, including but not limited to reimbursement of all or part of the City Funds, injunctive relief or the specific performance ofthe agreements contained herein.
 
 
15.03 Curative Period.
  1. In the event the Developer Parties shall fail to perform a monetary covenant which Developer Parties are required to perform under this Agreement, notwithstanding any other provision of this Agreement to the contrary, an Event of Default shall not be deemed to have occurred unless the Developer Parties have failed to perform such monetary covenant within ten (10) days of its receipt of a written notice from the City specifying that it has failed to perform such monetary covenant. In the event the Developer Parties shall fail to perform a nonmonetary covenant which the Developer Parties are required to perform under this Agreement, notwithstanding any other provision of this Agreement to the contrary, an Event of Default shall not be deemed to have occurred unless the Developer Parties have failed to cure such default within thirty (30) days of its receipt of a written notice from the City specifying the nature of the default; provided, however, with respect to those non-monetary defaults which are not capable of being cured within such thirty (30) day period, the Developer Party shall not be deemed to have committed an Event of Default under this Agreement if they have commenced to cure the alleged default within such thirty (30) day period and thereafter diligently and continuously prosecutes the cure of such default until the same has been cured.
  2. Right to Cure by Lenders and Investors. In the event that an Event of Default occurs under this Agreement, and if, as a result thereof, the City intends to exercise any right or remedy available to it that could result in the termination of this Agreement or the cancellation, suspension, or reduction of any payment due from the City under this Agreement, the City shall
34
 
 
send notice of such intended exercise to the parties identified in Section 17 and to any Lender providing Lender Financing or the Investor Limited Partner of the Developer shall have the right (but not the obligation) to cure such an Event of Default under the following conditions:
  1. if the Event of Default is a monetary default, any party entitled to cure such default may cure it within 30 days after the later of: (a) the expiration of the cure period, if any, granted to the Developer with respect to such monetary default; or (b) receipt by the Lenders or the Investor Limited Partner, as applicable, of such notice from the City; and
  2. if the Event of Default is of a non-monetary nature, any party entitled to cure such default shall have the right to cure it within 30 days after the later of: (a) the expiration of the cure period, if any, granted to the Developer with respect to such non-monetary default; or (b) receipt of such notice from the City; provided, however, that if such non-monetary default is not reasonably capable of being cured by the Lenders or the Investor Limited Partner within such 30-day period, such period shall be extended for such reasonable period of time as may be necessary to cure such default, provided that the party seeking such cure must continue diligently to pursue such cure and, if possession of the Project is necessary to effect such cure, the party seeking such cure must have instituted appropriate legal proceedings to obtain possession, in addition, upon such party obtaining possession of the Project, in the City's sole discretion, the City shall waive any Event of Default that cannot reasonably be cured.
 
SECTION 16. MORTGAGING OF THE PROJECT
 
All mortgages or deeds of trust in place as of the date hereof with respect to the Property or any portion thereof are listed on Exhibit G hereto (including but not limited to mortgages made prior to or on the date hereof in connection with Lender Financing) and are referred to herein as the "Existing Mortgages." Any mortgage or deed of trust that the Developer Parties may hereafter elect to execute and record or permit to be recorded against the Property or any portion thereof is referred to herein as a "New Mortgage." Any New Mortgage that the Developer Parties may hereafter elect to execute and record or permit to be recorded against the Property or any portion thereof with the prior written consent of the City is referred to herein as a "Permitted Mortgage." It is hereby agreed by and between the City and the Developer Parties as follows:
 
(a)      In the event that a mortgagee or any other party shall succeed to the Developer's
interest in the Property or any portion thereof pursuant to the exercise of remedies under a New
Mortgage (other than a Permitted Mortgage), whether by foreclosure or deed in lieu of
foreclosure, and in conjunction therewith accepts an assignment of the Developer's interest
hereunder in accordance with Section 18.15 hereof, the City may, but shall not be obligated to,
attorn to and recognize such party as the successor in interest to the Developer for all purposes
under this Agreement and, unless so recognized by the City as the successor in interest, such
party shall be entitled to no rights or benefits under this Agreement, but such party shall be
bound by those provisions of this Agreement that are covenants expressly running with the land.
 
(b)      In the event that any mortgagee shall succeed to the Developer's interest in the
Property or any portion thereof pursuant to the exercise of remedies under an Existing Mortgage
or a Permitted Mortgage, whether by foreclosure or deed in lieu of foreclosure, and in
conjunction therewith accepts an assignment of the Developer's interest hereunder in
accordance with Section 18.15 hereof, the City hereby agrees to attorn to and recognize such
party as the successor in interest to the Developer Parties for all purposes under this
35
 
 
Agreement so long as such party accepts all of the obligations and liabilities of "the Developer Parties" hereunder; provided, however, that, notwithstanding any other provision of this Agreement to the contrary, it is understood and agreed that if such party accepts an assignment of the Developer Parties' interest under this Agreement, such party has no liability under this Agreement for any Event of Default of the Developer Parties which accrued prior to the time such party succeeded to the interest of the Developer Parties under this Agreement, in which case the Developer Parties shall be solely responsible. However, if such mortgagee under a Permitted Mortgage or an Existing Mortgage does not expressly accept an assignment of the Developer Parties' interest hereunder, such party shall be entitled to no rights and benefits under this Agreement, and such party shall be bound only by those provisions of this Agreement, if any, which are covenants expressly running with the land.
 
(c) Prior to the issuance by the City to the Developer Parties of a Certificate pursuant to Section 7 hereof, no New Mortgage shall be executed with respect to the Property or any portion thereof without the prior written consent of the Commissioner of DPD.
 
SECTION 17. NOTICE
 
Unless otherwise specified, any notice, demand or request required hereunder shall be given in writing at the addresses set forth below, by any of the following means: (a) personal service; (b) overnight courier; or (c) registered or certified mail, return receipt requested.
 
If to the City:      City of Chicago
Department of Planning and Development 121 North LaSalle Street, Room 1000 Chicago, IL 60602 Attention: Commissioner
 
With Copies To:      City of Chicago
Department of Law
Finance and Economic Development Division 121 North LaSalle Street, Room 600 Chicago, IL 60602
 
 
 
And If to the Developer Parties:     Milwaukee Avenue Apartments Limited Partnership
c/o Milwaukee Avenue Apartments GP, LLC 500 Skokie Boulevard, Suite 600 Northbrook, IL 60062
With copies to:
 
Applegate & Thorne-Thomsen, PC 626 West Jackson Blvd., Suite 400 Chicago, IL 60661 Attention: Nick Brunick
And with copies to:
 
NEF Assignment Corporation 120 S. Riverside Plaza, 15th Floor Chicago, IL 60606 Attention: General Counsel
 
36
 
 
And with copies to:
Bank of America, N.A.
 
 
 
 
 
and to
 
Charity & Associates, P.C. 20 North Clark Street, Suite 1150 Chicago, Illinois 60602 Attention: Elvin Charity
 
Such addresses may be changed by notice to the other parties given in the same manner provided above. Any notice, demand, or request sent pursuant to clause (a) hereof shall be deemed received upon such personal service. Any notice, demand or request sent pursuant to clause (b) shall be deemed received on the day immediately following deposit with the overnight courier and any notices, demands or requests sent pursuant to subsection (c) shall be deemed received two (2) business days following deposit in the mail.
 
SECTION 18. MISCELLANEOUS
  1. Amendment. This Agreement and the Exhibits attached hereto may not be amended or modified without the prior written consent of the parties hereto; provided, however, that the City, in its sole discretion, may amend, modify or supplement Exhibit D hereto without the consent of any party hereto. It is agreed that no material amendment or change to this Agreement shall be made or be effective unless ratified or authorized by an ordinance duly adopted by the City Council. The term "material" for the purpose of this Section 18.01 shall be defined as any deviation from the terms of the Agreement which operates to cancel or otherwise reduce any developmental, construction or job-creating obligations of Developer Parties (including those set forth in Sections 10.02 and 10.03 hereof) by more than five percent (5%) or materially changes the Project site or character of the Project or any activities undertaken by Developer Parties affecting the Project site, the Project, or both, or increases any time agreed for performance by the Developer Parties by more than ninety (90) days.
  2. Entire Agreement. This Agreement (including each Exhibit attached hereto, which is hereby incorporated herein by reference) constitutes the entire Agreement between the parties hereto and it supersedes all prior agreements, negotiations and discussions between the parties relative to the subject matter hereof.
  3. Limitation of Liability. No member, official or employee of the City shall be personally liable to the Developer Parties 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 Parties from the City or any successor in interest or on any obligation under the terms of this Agreement.
  4. Further Assurances. The Developer Parties agree to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications as may become necessary or appropriate to carry out the terms, provisions and intent of this Agreement.
 
 
37
 
  1. Waiver. Waiver by the City or the Developer Parties with respect to any breach of this Agreement shall not be considered or treated as a waiver of the rights of the respective party with respect to any other default or with respect to any particular default, except to the extent specifically waived by the City or the Developer Parties in writing. No delay or omission on the part of a party in exercising any right shall operate as a waiver of such right or any other right unless pursuant to the specific terms hereof. A waiver by a party of a provision of this Agreement shall not prejudice or constitute a waiver of such party's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by a party, nor any course of dealing between the parties hereto, shall constitute a waiver of any such parties' rights or of any obligations of any other party hereto as to any future transactions.
  2. Remedies Cumulative. The remedies of a party hereunder are cumulative and the exercise of any one or more of the remedies provided for herein shall not be construed as a waiver ofany other remedies ofsuch party unless specifically so provided herein.
  3. Disclaimer. Nothing contained in this Agreement nor any act of the City shall be deemed or construed by any of the parties, or by any third person, to create or imply any relationship of third-party beneficiary, principal or agent, limited or general partnership or joint venture, or to create or imply any association or relationship involving the City.
  4. Headings. The paragraph and section headings contained herein are for convenience only and are not intended to limit, vary, define or expand the content thereof.
  1. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.
  2. Severability. If any provision in this Agreement, or any paragraph, sentence, clause, phrase, word or the application thereof, in any circumstance, is held invalid, this Agreement shall be construed as if such invalid part were never included herein and the remainder of this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law.
  3. Conflict. In the event of a conflict between any provisions of this Agreement and the provisions ofthe TIF Ordinances, such ordinance(s) shall prevail and control.
  4. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois, without regard to its conflicts of law principles.
  5. Form of Documents. All documents required by this Agreement to be submitted, delivered or furnished to the City shall be in form and content satisfactory to the City.
 
18.14      Approval. Wherever this Agreement provides for the approval or consent of the
City, DPD or the Commissioner, or any matter is to be to the City's, DPD's or the
Commissioner's satisfaction, unless specifically stated to the contrary, such approval, consent
or satisfaction shall be made, given or determined by the City, DPD or the Commissioner in
writing and in the reasonable discretion thereof. The Commissioner or other person designated
by the Mayor of the City shall act for the City or DPD in making all approvals, consents and
 
38
 
 
determinations of satisfaction, granting the Certificate or otherwise administering this Agreement for the City.
  1. Assignment. The Developer Parties may not sell, assign or otherwise transfer their interest in this Agreement in whole or in part without the written consent of the City; provided, however, that the Developer Parties may collaterally assign their respective interests in this Agreement to any of its lenders identified to the City as of the Closing Date, or to any lenders identified after the Closing Date and approved by the City, if any such lenders require such collateral assignment. Any successor in interest to the Developer Parties under this Agreement shall certify in writing to the City its agreement to abide by all remaining executory terms of this Agreement, including but not limited to Sections 8.02, 8.18. 8.19 and 8.20 hereof, for the Term of the Agreement. The Developer Parties consent to the City's sale, transfer, assignment or other disposal of this Agreement at any time in whole or in part.
  2. Binding Effect. This Agreement shall be binding upon the Developer Parties, the City and their respective successors and permitted assigns (as provided herein) and shall inure to the benefit of the Developer Parties, the City and their respective successors and permitted assigns (as provided herein). Except as otherwise provided herein, this Agreement shall not run to the benefit of, or be enforceable by, any person or entity other than a party to this Agreement and its successors and permitted assigns. This Agreement should not be deemed to confer upon third parties any remedy, claim, right of reimbursement or other right.
  3. Force Majeure. Neither the City, the Developer Parties nor any successor in interest to any of them shall be considered in breach of or in default of its obligations under this Agreement in the event of any delay caused by damage or destruction by fire or other casualty, strike, shortage of material, unusually adverse weather conditions such as, by way of illustration and not limitation, severe rain storms or below freezing temperatures of abnormal degree or for an abnormal duration, tornadoes or cyclones, and other 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. The individual or entity relying on this section with respect to any such delay shall, upon the occurrence of the event causing such delay, immediately give written notice to the other parties to this Agreement. The individual or entity relying on this section with respect to any such delay may rely on this section only to the extent of the actual number of days of delay effected by any such events described above.
18.18      Exhibits. All of the exhibits attached hereto are incorporated herein by
reference.
18.19      Business Economic Support Act. Pursuant to the Business Economic Support
Act (30 ILCS 760/1 et seq.), if the Developer Parties are required to provide notice under the
WARN Act, the Developer Parties shall, in addition to the notice required under the WARN Act,
provide at the same time a copy of the WARN Act notice to the Governor of the State, the
Speaker and Minority Leader of the House of Representatives of the State, the President and
minority Leader ofthe Senate of State, and the Mayor of each municipality where the Developer
Parties has locations in the State. Failure by the Developer Parties to provide such notice as
described above may result in the termination of all or a part of the payment or reimbursement
obligations of the City set forth herein.
 
 
 
3 9
 
  1. Venue and Consent to Jurisdiction. If there is a lawsuit under this Agreement, each party hereto agrees to submit to the jurisdiction of the courts of Cook County, the State of Illinois and the United States District Court for the Northern District of Illinois.
  2. Costs and Expenses. In addition to and not in limitation of the other provisions of this Agreement, Developer Parties agree to pay upon demand the City's out-of-pocket expenses, including attorney's fees, incurred in connection with the enforcement of the provisions of this Agreement. This includes, subject to any limits under applicable law, attorney's fees and legal expenses, whether or not there is a lawsuit, including attorney's fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals and any anticipated post-judgment collection services. Developer Parties also will pay any court costs, in addition to all other sums provided by law.
  3. Business Relationships. The Developer Parties acknowledge (A) receipt of a copy of Section 2-156-030 (b) of the Municipal Code of Chicago, (B) that Developer Parties have read such provision and understand 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 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) 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 Parties hereby represent and warrant that, to the best of their knowledge after due inquiry, no violation of Section 2-156-030 (b) has occurred with respect to this Agreement or the transactions contemplated hereby.
  4. Debarment Certification. Failure by the Developer Parties or any controlling person of either, as defined in Section 1-23-010 of the Municipal Code, thereof to maintain eligibility to do business with the City as required by Section 1-23-030 of the Municipal Code shall be grounds for termination of this Agreement and the transactions contemplated thereby.
  5. Inspector General and Legislative Inspector General. It is the duty of the Developer Parties, any subgrantee, bidder, proposer, contractor, subcontractor, and every applicant for certification of eligibility for a City contract or program, and all officers, directors, agents, partners, and employees of any such subgrantee, bidder, proposer, contractor, subcontractor or such applicant to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Municipal Code. The Developer Parties represent that they understand and will abide by all provisions of Chapter 2-56 of the Municipal Code and that the Developer Parties will inform subcontractors of this provision and require their compliance.
 
It is the duty of the Developer Parties, any subgrantee, bidder, proposer, contractor, subcontractor, and every applicant for certification of eligibility for a City contract or program, and all officers, directors, agents, partners, and employees of the Developer Parties, any such
40
 
 
subgrantee, bidder, proposer, contractor, subcontractor or such applicant to cooperate with the Legislative Inspector General in any investigation undertaken pursuant to Chapter 2-55 of the Municipal Code. The Developer Parties represent that they understand and will abide by all provisions of Chapter 2-55 of the Municipal Code and that the Developer Parties will inform subcontractors of this provision and require their compliance.
 
 
 
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
41
 
 
IN WITNESS WHEREOF, the parties hereto have caused this Redevelopment Agreement to be executed on or as of the day and year first above written.
 
CITY:
 
CITY OF CHICAGO, acting by and through its Department of Planning and Development
 
 
By:      
Andrew J. Mooney Its Commissioner
 
 
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
 
NOTARY CERTIFICATION
 
 
I,      , a notary public in and for the said County, in the State aforesaid,
DO HEREBY CERTIFY that Andrew J. Mooney, Commissioner ofthe Department of Planning and Development ofthe City of Chicago, Illinois, an Illinois municipal corporation, on behalf of the corporation (the "City"), and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed, sealed, and delivered said instrument pursuant to the authority given to him by the City, as his free and voluntary act and as the free and voluntary act ofthe City, for the uses and purposes therein set forth.
 
GIVEN under my hand and official seal this      day of      , 20      .
 
 
 
Notary Public
 
 
My Commission Expires.
 
(SEAL)
 
 
 
[DEVELOPER AND FCC, INC. EXECUTION ON FOLLOWING PAGE]
 
 
 
 
 
42
 
 
DEVELOPER AND FCC, INC.
 
 
MILWAUKEE AVENUE APARTMENTS LIMITED PARTNERSHIP, an Illinois limited partnership
By:      Milwaukee Avenue Apartments GP, LLC an Illinois limited liability company Its General Partner
 
By:      Full Circle Communities, Inc.,
an Illinois not-for-profit corporation, Its sole member
 
 
 
 
 
FULL CIRCLE COMMUNITIES, INC., an Illinois not-for-profit corporation
 
By:       
Name:      
Title:       
Its:       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
43
 
 
NOTARY CERTIFICATION
 
STATE OF ILLINOIS )
) ss
COUNTY OF COOK )
I, the undersigned, a Notary Public in and for the county and State aforesaid, do hereby certify that
[      ], personally known to me to be the [      ] of Full Circle Communities, Inc., the sole member of
Milwaukee Avenue Apartments GP, LLC, an Illinois limited liability company, and the general partner (the "General Partner") of Milwaukee Avenue Apartments Limited Partnership, an Illinois limited partnership, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such officer, s/he signed and delivered the said instrument, pursuant to authority given by the members of the General Partner as the free and voluntary act of such person, and as the free and voluntary act and deed of the General Partner and Milwaukee Avenue Limited Partnership, for the uses and purposes therein set forth.
 
Given under my hand and official seal this      day of      , 2014.
(SEAL)       
Notary Public
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
44
 
 
NOTARY CERTIFICATION
 
STATE OF ILLINOIS )
) ss
COUNTY OF COOK )
 
I,      , a notary public in and for the said County, in the State
aforesaid, HEREBY CERTIFY that      , personally known to me to be the
      of [      ], an [      ] ("[      ]") and the (      )
of [      ] (the"      "), and personally known to me to be the same person whose name
is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that s/he signed, sealed, and delivered said instrument, pursuant to the authority
given to her/him by the [      ] ofthe      , as her/his free and voluntary act and
as the free and voluntary act of the      and      , for the uses and
purposes therein set forth.
 
GIVEN under my hand and official seal this      day of      , 20      .
 
 
 
Notary Public
 
 
My Commission Expires.
 
(SEAL)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
45
 
 
LIST OF EXHIBITS
 
•it A tit B iitC •it D •it E •it F •it G •it H it I it J •it K
Redevelopment Area *Property Legal Description *TIF-Funded Improvements Redevelopment Plan Construction Contract Intentionally Deleted *Permitted Liens *Project Budget Approved Prior Expenditures Opinion of Developer Parties' Counsel Requisition Form
 
 
 
(An asterisk^) indicates which exhibits are to be recorded.)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
46
 
 
EXHIBIT A LEGAL DESCRIPTION OF AREA
 
 
See attached.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
47
 
 
EXHIBIT B
 
PROPERTY LEGAL DESCRIPTION
 
 
LOTS 1, 2, 3 AND 4 IN HAENTZE AND WHEELER'S NO. 5 BEING PART OF LOT 7 IN DAVLIN, KELLY AND CARROLL'S SUBDIVISION OF THE NORTHWEST 1/4 IN SECTION 26, TOWNSHIP 40 NORTH, RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
PINS:
13-26-115-001-0000 13-26-115-002-0000 13-26-115-003-0000 13-26-115-004-0000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
48
 
 
EXHIBIT C
 
TIF-FUNDED IMPROVEMENTS
 
 
 
Category Amount
 
 
Property assembly costs, including, but not limited to, acquisition of land, demolition, site preparation, site improvements
and cleaning and grading of land $385,000
 
 
50% of the cost of construction of new housing units to be occupied
by low-income households $3,531,058
 
 
TOTAL $3,916,058*
 
*Notwithstanding the total amount referenced above, the City Funds for the TIF-Funded Improvements shall not exceed $1,000,000.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
49
 
 
EXHIBIT D REDEVELOPMENT PLAN
See attached.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
50
 
 
EXHIBIT E CONSTRUCTION CONTRACT
See attached.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
51
 
 
EXHIBIT F
 
 
Intentionally Deleted
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
52
 
 
EXHIBIT G
 
 
PERMITTED LIENS
 
1. Liens or encumbrances against the Property:
 
Those matters set forth as Schedule B title exceptions in the owner's title insurance policy issued by the Title Company as of the date hereof, but only so long as applicable title endorsements issued in conjunction therewith on the date hereof, if any, continue to remain in full force and effect.
 
 
2. Liens or encumbrances against the Developer or the Project, other than liens against the Property, if any:
 
None
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
53
 
 
EXHIBIT H PROJECT BUDGET
SOURCES:
Investor Equity      $7,009,356
Owner Equity      701
IHDA PSH Funds      1,350,000
City TIF Funds      1,000,000 **
DCEO Funds      90,036
Deferred Developer Fee      322,636
 
TOTAL PROJECT SOURCES      $9,772,729
 
*Bank of America, N.A. (the "Bank") will provide a construction loan to the Developer in the approximate amount of $4,667,323 which will be repaid by Investor Equity.
"The Bank will also provide a bridge loan to the Developer in the approximate amount of $1,000,000 to front-fund the City TIF Funds.
 
USES:
 
Acquisition      $ 385,000
Construction - General Contract      6,331,556
Construction - Contingency      280,265
Construction - Other Hard Costs      125,700
Architectural/Engineering      289,594
Legal      100,000
Environmental      15,000
Marketing and Lease-Up      40,000
Accounting      35,000
Appraisal/Market Study      17,100
Surveys      20,000
Closing Fees      30,000
Tax Credit Fees      74,666
Interest Expenses      166,803
Lender Fees      120,673
Real Estate Taxes/Insurance Escrow      35,000
Other Construction Period Soft Costs      270,280
Reserves      435,696
Developer Fee      1,000,396
TOTAL PROJECT USES      $g ?72 72g
 
54
 
 
EXHIBIT I APPROVED PRIOR EXPENDITURES
See attached.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
55
 
 
EXHIBIT J
 
OPINION OF DEVELOPER PARTIES' COUNSEL
 
 
[To be retyped on the Developer Parties' Counsel's letterhead]
 
 
 
City of Chicago
121 North LaSalle Street
Chicago, IL 60602
 
ATTENTION: Corporation Counsel
 
Ladies and Gentlemen:
 
I have acted as counsel to Milwaukee Avenue Apartments Limited Partnership, an Illinois limited partnership (the "Developer") and its general partner, Milwaukee Avenue Apartments GP, LLC, an Illinois limited liability company (the "General Partner"), in connection with the construction of certain facilities on land located in the Fullerton/Milwaukee Redevelopment Project Area (the "Project"). In that capacity, I have examined, among other things, the following agreements, instruments and documents of even date herewith, hereinafter referred to as the "Documents":
  1. Milwaukee Avenue Apartments Redevelopment Agreement (the "Agreement") of even date herewith, executed by the Developer, Full Circle Communities, Inc., an Illinois not-for-profit corporation and the City of Chicago (the "City"); and
  2. all other agreements, instruments and documents executed in connection with the foregoing.
 
In addition to the foregoing, I have examined:
  1. the original or certified, conformed or photostatic copies of (1) the Developer's (i) Certificate of Existence, (ii) partnership agreement, (iii) By-Laws, if any, (iv) the certificate of good standing, and (v) records of all partners' proceedings relating to the Project; and (2) the General Partner's (i) Articles of Organization, (ii) operating agreement, (iii) By-Laws, if any, (iv) the certificate of good standing, and (v) records of all members' proceedings relating to the Project; and
  2. such other documents, records and legal matters as I have deemed necessary or relevant for purposes of issuing the opinions hereinafter expressed.
 
In all such examinations, I have assumed the genuineness of all signatures (other than those of the Developer and the General Partner), the authenticity of documents submitted to us as originals and conformity to the originals of all documents submitted to us as certified, conformed or photostatic copies.
 
Based on the foregoing, it is my opinion that:
56
 
 
1. The Developer is a limited partnership, duly organized and validly existing under the laws of its state of formation, has full power and authority to own and lease its properties and to carry on its business as presently conducted, and is in good standing and duly qualified to do business as a limited liability company under the laws of every state in which the conduct of its affairs or the ownership of its assets requires such qualification, except for those states in which its failure to qualify to do business would not have a material adverse effect on it or its business. The General Partner is a limited liability company, duly organized, validly existing and in good standing under the laws of its state of incorporation, has full power and authority to own and lease its properties and to carry on its business as presently conducted, and is in good standing and duly qualified to do business as a foreign corporation under the laws of every state in which the conduct of its affairs or the ownership of its assets requires such qualification, except for those states in which its failure to qualify to do business would not have a material adverse effect on it or its business.
  1. The Developer and the General Partner have full right, power and authority to execute and deliver the Documents to which they are a party and to perform their obligations thereunder. Such execution, delivery and performance will not conflict with, or result in a breach of, the Developer's limited partnership agreement or the General Partner's articles of organization, or result in a breach or other violation of any of the terms, conditions or provisions of any law or regulation, order, writ, injunction or decree of any court, government or regulatory authority, or, to the best of my knowledge after diligent inquiry, any of the terms, conditions or provisions of any agreement, instrument or document to which the Developer or the General Partner is a party or by which the Developer or the General Partner or its properties is bound. To the best of my knowledge after diligent inquiry, such execution, delivery and performance will not constitute grounds for acceleration of the maturity of any agreement, indenture, undertaking or other instrument to which the Developer or the General Partner is a party or by which it or any of its property may be bound, or result in the creation or imposition of (or the obligation to create or impose) any lien, charge or encumbrance on, or security interest in, any of its property pursuant to the provisions of any of the foregoing, other than liens or security interests in favor of the lender providing Lender Financing (as defined in the Agreement).
  2. The execution and delivery of each Document and the performance of the transactions contemplated thereby have been duly authorized and approved by all requisite action on the part ofthe Developer and the General Partner.
  3. Each of the Documents to which the Developer or the General Partner is a party has been duly executed and delivered by a duly authorized officer of the Developer or the General Partner, as applicable, and each such Document constitutes the legal, valid and binding obligation of the Developer or the General Partner enforceable in accordance with its terms, except as limited by applicable bankruptcy, reorganization, insolvency or similar laws affecting the enforcement of creditors' rights generally.
  4. To the best of my knowledge after diligent inquiry, no judgments are outstanding against the Developer or the General Partner nor is there now pending or threatened, any litigation, contested claim or governmental proceeding by or against the Developer or the General Partner or affecting the Developer or the General Partner or its property, or seeking to restrain or enjoin the performance by the Developer or the General Partner of the Agreement or the transactions contemplated by the Agreement, or contesting the
57
 
 
validity thereof. To the best of my knowledge after diligent inquiry, the Developer or the General Partner is not in default with respect to any order, writ, injunction or decree of any court, government or regulatory authority or in default in any respect under any law, order, regulation or demand of any governmental agency or instrumentality, a default under which would have a material adverse effect on the Developer or, the General Partner or its business.
  1. To the best of my knowledge after diligent inquiry, there is no default by the Developer or the General Partner or any other party under any material contract, lease, agreement, instrument or commitment to which the Developer or the General Partner is a party or by which the company or its properties is bound.
  2. To the best of my knowledge after diligent inquiry, all of the assets of the Developer or the General Partner are free and clear of mortgages, liens, pledges, security interests and encumbrances except for those specifically set forth in the Documents.
  3. The execution, delivery and performance of the Documents by the Developer or the General Partner have not and will not require the consent of any person or the giving of notice to, any exemption by, any registration, declaration or filing with or any taking of any other actions in respect of, any person, including without limitation any court, government or regulatory authority.
  4. To the best of my knowledge after diligent inquiry, the Developer or the General Partner own or possess or is licensed or otherwise have the right to use all licenses, permits and other governmental approvals and authorizations, operating authorities, certificates of public convenience, goods carriers permits, authorizations and other rights that are necessary for the operation of its business.
  5. A federal or state court sitting in the State of Illinois and applying the choice of law provisions of the State of Illinois would enforce the choice of law contained in the Documents and apply the law of the State of Illinois to the transactions evidenced thereby.
 
I am admitted to practice in the State of Illinois and I express no opinion as to any laws other than federal laws of the United States of America and the laws of the State of Illinois.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
58
 
 
This opinion is issued at the Developer's and the General Partner's request for the benefit of the City and its counsel, and may not be disclosed to or relied upon by any other person.
Very truly yours,
 
 
 
 
 
 
By:_ Name:
 
EXHIBIT K
 
REQUISITION FORM
 
 
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
 
The affiant,      , the      of, Full Circle Communities, Inc.,
an Illinois not-for-profit corporation ("FCC, Inc."), the sole member of Milwaukee Avenue Apartments GP, LLC, an Illinois limited liability company, and the general partner of Milwaukee Avenue Apartments Limited Partnership, an Illinois limited partnership (the "Developer"), hereby certifies that with respect to that certain Milwaukee Avenue Apartments Redevelopment
Agreement among the Developer, FCC, Inc. and the City of Chicago dated      ,
20f   1 (the "Agreement"):
  1. Expenditures for the Project, in the total amount of $      , have
been made:
  1. This paragraph B sets forth and is a true and complete statement of all costs of TIF-Funded Improvements for the Project reimbursed by the City to date:
 
$      
  1. FCC, Inc. requests reimbursement for the following cost of TIF-Funded Improvements:
 
$      
  1. None of the costs referenced in paragraph C above have been previously reimbursed by the City.
  2. The Developer Parties hereby certify to the City that, as of the date hereof:
  1. Except as described in the attached certificate, the representations and warranties contained in the Redevelopment Agreement are true and correct and the Developer is in compliance with all applicable covenants contained herein.
  2. No event of Default or condition or event which, with the giving of notice or passage of time or both, would constitute an Event of Default, exists or has occurred.
 
All capitalized terms which are not defined herein have the meanings given such terms in the Agreement.
 
 
 
 
60
 
 
By:
 
Subscribed and sworn before me this      day of
 
 
My commission expires:.
 
 
Agreed and accepted:
 
Name:      
Title:      
City of Chicago
Department of Planning and Development
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
61
 
 
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
 
SECTION I -- GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Milwaukee Avenue Apartments Limited Partnership
 
Check ONE ofthe following three boxes:
 
Indicate whether the Disclosing Party submitting this EDS is:
  1. [*J the Applicant
OR
  1. [ ] 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:      
OR
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:      
 
B. Business address of the Disclosing Party:     500 Skokie Blvd. Suite 600      
Northbrook, IL 60062
  1. Telephone: 847-656-5140      Fax: 847-480-5760      Email: ioshua-wilmoth@1fullcircle com
  2. Name of contact person: Joshua WilmQth      
  3. Federal Employer Identification No. (if you have one):       
  4. 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):
Entry of a TIF Redevelopment Agreement to provide TIF funds to finance a portion of the costs for development of
32-units of affordable and supportive housing located at 3060 N. Milwaukee Avenue. Chicago IL      
 
G.      Which City agency or department is requesting this EDS? Department of Planning & Development
 
Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
 
Specification # Not Applicable      and Contract #  Not Applicable      
 
Vtr. 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
|X] 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: Illinois
 
3.   For legal entities not organized in the State oflllinois: Has the organization registered to do business in the State oflllinois as a foreign entity?
 
[ ] Yes      [ ] No      |X] N/A
 
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
 
1.  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).
Ifthe 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 ofthe Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
 
Name Title
Milwaukee Avenue Apartments GP, LLC      General Partner
 
 
 
 
 
 
 
2.   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 ofsuch 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
500 Skokie Blvd, ste 600               Disclosing Party
Full Circle holding, MAA, LLC      Nortnbbrook |L 60062      99.99% *      
 
 
 
*lt is anticipated that at the financial closing, NEF Assignment Corporation, as nominee, will be admitted to the partnership and
Full Circle Holding, MAA, LLC shall withdraw from the partnership      
 
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      |X] No
 
If yes, please identify below the name(s) of such City elected official(s) and describe such
relationship(s): None
 
 
 
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 ofthe 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.
 
Ifthe 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.
See attached
 
 
 
 
 
 
(Add sheets if necessary)
[ ] Check here ifthe Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
  1. 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      [ 1 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
  1. 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 ofthe 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
 
  1. 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.
  2. 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 ofsuch conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
  4. violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
  1. 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.
  2. Neither the Disclosing Party nor any Affiliated Entity is listed on any ofthe 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.
  3. 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.
 
7.      Ifthe Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further
Certifications), the Disclosing Party must explain below: Not Applicable
 
 
 
 
 
 
 
Page 6 of 13
 
 
Ifthe 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 ofthe 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"). None
 
 
 
 
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. None
 
 
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
  1. The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is      f<] is not
a "financial institution" as defined in Section 2-32-455(b) ofthe Municipal Code.
  1. Ifthe 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): Not Applicable
 
 
 
Page 7 of 13
 
 
Ifthe 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.
  1. 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      |XJ 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.
  1. 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
  1. 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.
 
x      1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
 
      2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure ofall such records, including the names of any and all slaves or slaveholders described in those records:
 
 
 
 
 
 
SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
 
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
 
A. CERTIFICATION REGARDING LOBBYING
 
1.   List below the names of all persons or entities registered under the federal Lobbying
Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with
respect to the Matter: (Add sheets if necessary): Not Applicable
 
 
 
 
(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.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee ofany agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee 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
 
  1. 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.
  2. 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".
  3. 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
 
Ifthe 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      Not Applicable
If "Yes," answer the three questions below:
  1. 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
  1. 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
  1. 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: Not Applicable
 
 
 
Page 10 of 13
 
 
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
 
The Disclosing Party understands and agrees that:
  1. The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution ofany contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
  2. 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.
  1. Ifthe 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.
  2. 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 ofany information submitted in this EDS.
  3. 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 ofthe 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. 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.
 
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. 1. 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 ofthe items in F.I., 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.
 
Milwauke Avenue Apartments Limited Partnership
 
 
 
(Print or type name of Disclosing Party)
By: Milwaukee Avenue Apartments GP, LLC, its General Partner (Sign here)
David Gottlieb      ^l^^flSs ^
(Print or type name of person signing)
Executive Director of Sole and Managing Member of General Partner (Print or type title of person signing)
daaL
 
 
Signed and sworn to before me on (date) J/^fc
a,t /*rrJ'>      County, sMjj'fV>/J (state).
Commission expires
Notary Public.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LORI K RADCLIFF OFFICIAL SEAL Notary Public. State of Illinois My Commission Expires October 02, 2016
 
Page 12 of 13
 
 
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
 
 
 
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
 
 
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 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 ofthe 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 ofthe Disclosing Party listed in Section II.B.l.a., ifthe 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 ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe 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 ofthe 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
 
 
Disclosure of Subcontractors and Other Related Parties
 
Name
Business Address
Relationship
Estimated Fees
Applegate & Thorne-Thomsen
626 W. Jackson Blvd Suite 400 Chicago, IL 60661
Attorney
$100,000
Joseph J. Duffy Co.
4994 N. Elston Ave Chicago, IL 60630
General Contractor
$6,331,500
Cordogan & Clark Architects
716 North Wells Street Chicago, Illinois 60654
Architect
$260,000
Manhard Consulting
700 Springer Drive Lombard, IL 60148
Engineer
$30,000
Kretchmer & Associates
2707 Walnut Ave Evanston, IL 60201
Market Analysit
$12,100
Ed Molloy & Associates
1236 Mark Street Bensenville, IL 60106
Surveyor
$20,000
GaiaTech
135 S LaSalle St Suite 3500 Chicago, IL 60604
Environmental
$15,000
Dauby O'Connor & Zaleski, LLC
501 Congressional Boulevard, Suite 300
Carmel, Indiana 46032
Accountant
$35,000
Stewart Title or First American Title
TBD
Title Company
$30,000
ECS Midwest LLC
1575 Barclay Boulevard Buffalo Grove, IL 60089
Soils Engineers
$5,000
 
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
 
SECTION I - GENERAL INFORMATION
  1. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Milwaukee Avenue Apartments GP, LLC
 
Check ONE of the following three boxes:
 
Indicate whether the Disclosing Party submitting this EDS is:
  1. [ ] the Applicant
OR
  1. [X] 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: Milwaukee Avenue Apartments Limited Partnership
OR
3.      [ ] a legal entity with a right of control (see Section II.B.l.) State the legal name ofthe entity in
which the Disclosing Party holds a right of control:      
  1. Business address of the Disclosing Party:     500 Skokie Blvd. Suite 600      
Northbrook, IL 60062
 
C. Telephone: 847-656-5140      pax; 847-480-5760      Email: i°shua.wilmoth@1fullcircle.com
 
D. Name of contact person: Josnua Wilmotn
 
E. Federal Employer Identification No. (if you have one):
  1. 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):
Entry of a TIF Redevelopment Agreement to provide TIF funds to finance a portion of the costs for the development of
32-units of affordable and supportive housing located at 3060 N. Milwaukee Avenue, Chicago IL      
  1. Which City agency or department is requesting this EDS? DePart™ent of Planning & Development
 
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
 
Specification # Not Applicable      and Contract #  Not Applicable      
 
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      |X]
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: Illinois
 
3.   For legal entities not organized in the State oflllinois: Has the organization registered to do business in the State oflllinois as a foreign entity?
 
[ ] Yes      [ ] No      [X] N/A
 
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
 
1.   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 ofthe Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
 
Name Title
Full Circle Communities, Inc.      Sole and Managing Member
 
 
 
 
 
 
 
2.   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
500 Skokie Blvd., Ste 600                Disclosing Party
Full Circle Communities, Inc.    Nortnbrook ,L 60062      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      pq No
 
If yes, please identify below the name(s) of such City elected official(s) and describe such
relationship(s): None
 
 
 
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 ofthe 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 ofany 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
not an acceptable response.
None
 
 
 
 
 
(Add sheets if necessary)
fX] Check here ifthe Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
  1. 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 ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
 
[ ] Yes      [ ] 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
  1. 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
 
  1. 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.
  6. 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 oflllinois, 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 ofsuch conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
  2. violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
  1. 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.
  2. 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.
  3. 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.
  4. 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:
Not Applicable
 
 
 
 
 
 
 
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"). None
 
 
 
9.   To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a
complete list ofall 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. None
 
 
 
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
  1. The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is      |X] is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
  1. 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): Not Applicable
 
 
 
Page 7 of 13
 
 
Ifthe 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 ofthe Municipal Code have the same meanings when used in this Part D.
  1. In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee ofthe 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      pq 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.
  1. 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 ofany property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
 
Does the Matter involve a City Property Sale?
 
[ ] Yes      [ ] No
  1. 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. Ifthe 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.
 
x   1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
 
      2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure ofall such records, including the names of any and all slaves or slaveholders described in those records:
 
 
 
 
 
 
 
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
 
NOTE: Ifthe 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 ofthe 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): Not Applicable
 
 
 
 
(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 ofthe Disclosing Party with respect to the Matter.)
 
2.   The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee 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
 
  1. 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.
  2. 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".
  3. Ifthe 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      Not Applicable
 
If "Yes," answer the three questions below:
  1. 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
  1. 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
  1. 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: Not Applicable
 
 
 
Page 10 of 13
 
 
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
 
The Disclosing Party understands and agrees that:
  1. The certifications, disclosures, and acknowledgments contained in this EDS will become part ofany contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
  2. 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.
  1. 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.
  2. 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.
  3. 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. Ifthe 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 ofthe 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.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.
 
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.1. and F.2. above and will not, without the prior written consent ofthe 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.I., 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 ofthe 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.
Milwauke Avenue Apartments GP, LLC (Print or type name of Disclosing Party)
 
By: Full Circle Communities, Inc., its Sole and Managing Member
(Sign here)
 
 
Executive Director of Sole and Managing Member
(Print or type title of person signing)
 
LORI K RADCLIFF OFFICIAL SEAL
 
Notary Public.
Notary Public, Stale of Illinois My Commission Expires
October 02, 2018
 
W# (state)-
 
 
Signed and sworn to before me on (date)
 
at, fopls      County, yjg/,
 
Page 12 of 13
 
 
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
 
 
 
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
 
 
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 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 U.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, ifthe 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 ofthe 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 ofsuch familial relationship.
 
 
 
 
 
 
 
 
 
 
 
Page 13 of 13
 
 
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
 
SECTION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Full Circle Communities, Inc.
 
Check ONE ofthe following three boxes:
 
Indicate whether the Disclosing Party submitting this EDS is:
  1. [ ] the Applicant
OR
  1. [Xj 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: Milwaukee Avenue Apartments Limited Partnership
OR
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:      
  1. Business address of the Disclosing Party:     500 Skokie Blvd. Suite 600      
Northbrook, IL 60062      
  1. Telephone: 847-656-5140      Fax: 847-480-5760      Email: joshua-wilmoth@1fullcirclecom
  2. Name of contact person: Joshua Wilmoth      
  3. Federal Employer Identification No. (if you have one):      
  4. 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):
Entry of a TIF Redevelopment Agreement to provide TIF funds to finance a portion of the costs for the development of
32-units of affordable and supportive housing located at 3060 N. Milwaukee Avenue, Chicago IL      
  1. Which City agency or department is requesting this EDS? Department of Planning & Development
 
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
 
Specification # Not Applicable      and Contract #  Not Applicable      
 
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      |X]
[ ] 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))?
[X] Yes      [ ] No
Other (please specify)
 
 
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Illinois
 
3.   For legal entities not organized in the State oflllinois: Has the organization registered to do business in the State oflllinois as a foreign entity?
 
[ ] Yes      [ ] No      |XJ N/A
 
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
  1. 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
David Gottlieb      Executive Director      
Martin Pinsky Director
Andrea Tranrit      Director      
Charles Johnson Director
-L-ynn Bergstron      Director      
Pamela Daniels-Hilisi Director Ruben Warshawsky Director No Members
  1. Please provide the following infonnation 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
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      |X] No
 
If yes, please identify below the name(s) of such City elected official(s) and describe such
relationship(s): None
 
 
 
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 ofany 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
not an acceptable response.
None
 
 
 
 
 
 
(Add sheets if necessary)
[X] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
  1. 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 ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
 
[ ] Yes      [ ] No      [X] No person directly or indirectly owns 10% or more ofthe
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
  1. 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 ofthe 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
 
  1. The Disclosing Party and, ifthe 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 ofthe 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.
  6. 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 ofany 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
  2. violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
  1. 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 ofany state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
  2. 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.
  3. 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) ofthe Municipal Code.
  4. 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:
Not Applicable
 
 
 
 
 
 
 
Page 6 of 13
 
 
Ifthe 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"). None
 
 
 
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, ofthe 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. None
 
 
 
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
  1. The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is      [X] is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
  1. 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 ofthe 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): Not Applicable
 
 
 
Page 7 of 13
 
 
Ifthe 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 ofthe Municipal Code have the same meanings when used in this Part D.
  1. 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      |XJ 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.
  1. 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
  1. 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.
 
x   1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
 
      2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure ofall such records, including the names of any and all slaves or slaveholders described in those records:
 
 
 
 
 
 
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
 
NOTE: If the Matter is federally funded, complete this Section VI. Ifthe 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): Not Applicable
 
 
 
 
(If no explanation appears or begins on the lines above, or ifthe 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.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.
Page 9 of 13
 
  1. 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.
  2. 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".
  3. 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?
[JYes      []No      Not Applicable
If "Yes," answer the three questions below:
  1. 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
  1. 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 [JNo
  1. 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: Not Applicable
 
 
 
Page 10 of 13
 
 
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
 
The Disclosing Party understands and agrees that:
  1. 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.
  2. 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.
  1. Ifthe 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.
  2. 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 ofthe 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 ofany information submitted in this EDS.
  3. 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 ofthe 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.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.
 
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.1. and F.2. above and will not, without the prior written consent ofthe 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.I., 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 ofthe 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.
 
Full Circle Communities, Inc.
(Print or type name of Disclosing Party)
 
 
 
 
 
 
David Gottlieb
(Print or type name of person signing)
 
Executive Director
(Print or type title of person signing)
 
 
 
Signed and sworn to before me on (date) ////*
 
Commission expires: /&/^/^e->
 
 
Page 12 of 13
 
 
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
 
 
 
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
 
 
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 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 U.B.l.a., ifthe 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 ofsuch familial relationship.
 
 
 
 
 
 
 
 
 
 
 
Page 13 of 13
 
 
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
 
SECTION I -- GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Full Circle Holding MAA, LLC
 
Check ONE ofthe following three boxes:
 
Indicate whether the Disclosing Party submitting this EDS is:
  1. [ ] the Applicant
OR
  1. [Xj 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: Milwaukee Avenue Apartments Limited Partnership
OR
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:      
  1. Business address of the Disclosing Party:     500 Skokie Blvd. Suite 600      
Northbrook, IL 60062      
  1. Telephone: 847-656-5140      Fax: 847-480-5760      Email: ioshua-wilmoth@1fljllcircle com
  2. Name of contact person: Josnua Wilmoth      
  3. Federal Employer Identification No. (if you have one):      
  4. 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):
Entry of a TIF Redevelopment Agreement to provide TIF funds to finance a portion of the costs for the development of
32-units of affordable and supportive housing located at 3060 N. Milwaukee Avenue, Chicago IL      
  1. Which City agency or department is requesting this EDS? Department of Planning & Development
 
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
 
Specification # N°{ Applicable      and Contract #  Not Applicable      
 
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      p<]
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: Illinois
 
3.   For legal entities not organized in the State oflllinois: Has the organization registered to do business in the State oflllinois as a foreign entity?
 
[ ] Yes      [ ] No      [X] N/A
 
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
 
1.   List below the full names and titles of all executive officers and all directors ofthe 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
Full Circle Communities, Inc.      Sole and Managing Member
 
 
 
 
 
 
 
2.   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
 
Full Circle Communities, Inc.
Business Address
500 Skokie Blvd., Ste. 600 Northbrook, IL 60062
Percentage Interest in the Disclosing Party 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      [X] No
 
If yes, please identify below the name(s) of such City elected official(s) and describe such
relationship(s): None
 
 
 
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 ofthe 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 ofany 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
not an acceptable response.
None
 
 
 
 
 
 
(Add sheets if necessary)
|X] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
  1. 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 ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
 
[ ] Yes      [ ] 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 ofall support owed and is the person in compliance with that agreement?
 
[ ] Yes      [ ] No
  1. 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 ofthe 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
 
  1. 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 ofthe 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.
  6. 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 ofthe 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
  2. violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
  1. 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.
  2. 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.
  3. 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) ofthe Municipal Code.
 
7.      If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further
Certifications), the Disclosing Party must explain below: Not Applicable
 
 
 
 
 
 
 
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"). None
 
 
 
9.   To the best ofthe 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, ofthe 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 ofthe City recipient. None
 
 
 
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
  1. 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.
  1. 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."
 
Ifthe Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in
Section 2-32-455(b) ofthe Municipal Code) is a predatory lender within the meaning of Chapter
2-32 of the Municipal Code, explain here (attach additional pages if necessary): Not Applicable
 
 
 
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 ofthe Municipal Code have the same meanings when used in this Part D.
  1. In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee ofthe 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      |XJ 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.
  1. 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
  1. 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.
 
x   1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
 
      2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
 
 
 
 
 
 
 
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
 
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
 
A. CERTIFICATION REGARDING LOBBYING
 
1.   List below the names of all persons or entities registered under the federal Lobbying
Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with
respect to the Matter: (Add sheets if necessary): Not Applicable
 
 
 
 
(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.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 ofany federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
 
  1. 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.
  2. The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe 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".
  3. 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      Not Applicable
If "Yes," answer the three questions below:
  1. 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
  1. Have you filed with the Joint Reporting Committee, the Director ofthe Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes      [ ] No
  1. 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: Not Applicable
 
 
 
Page 10 of 13
 
 
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
 
The Disclosing Party understands and agrees that:
  1. The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution ofany contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
  2. 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.
  1. Ifthe 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.
  2. 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 ofthe 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 ofthe 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.1.    The Disclosing Party is not delinquent in the payment ofany 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.1. 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: Ifthe Disclosing Party cannot certify as to any ofthe items in F.I., 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.
 
Full Circle Holding MAA, LLC
 
 
 
(Print or type name of Disclosing Party)
gy. Full Circle Communities, Inc., its Sole and Managing Member (Sign here)
David Gottlieb
(Print or type name of perso^i_sJlgiimg)
Executive Director of Sole and Managing Member (Print or type title of person signing)
!,,-.™,.„«5.„,^_
Commission expires:
 
 
Notary Public.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LORI K RADCLIFF OFFICIAL SEAL Notary Public, Ststo of Illinois My Commission Expires October 02,2016
 
Page 12 of 13
 
 
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
 
 
 
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
 
 
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 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 ofthe Disclosing Party listed in Section II.B. La., if the Disclosing Party is a corporation; all partners ofthe 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 ofthe 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 ofthe 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
 
 
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
 
SECTION I -- GENERAL INFORMATION
  1. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
NEF Assignment Corporation, as Nominee
 
Check ONE of the following three boxes:
 
Indicate whether the Disclosing Party submitting this EDS is:
1.      [ ] the Applicant
OR
2.      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: Milwaukee Avenue Apartments Limited
Qp^ Partnership
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: ^       
n   „   •      ft,   n.   .   .     „   . ,      120 South Riverside Plaza, 15th Floor
  1. Business address of the Disclosing Party:     .            .  . .
Chicago, IL 60004
nto -sro runn (main#) pnorum@nefinc.org
  1. Telephone:. 312-36Q-°400 tma'nff; Fax:    312-441-0484      Email.        ,
Thomas Flanagan    (direct 312-697-6462)
  1. Name of contact person::   Patricia Norum       (direct 312-697-6474)
  2. Federal Employer Identification No. (if you have one). ^      -      -      —      --'      
  1. 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):
Entry of a TIF Redevelopment. Agreement lu provide TIF funds lo finance a poition ofllie eosls fui llie development of
32 units of affordable and supportive housing located at 3060 N. Milwaukee Avenue, Chicago, Illinois       
Department of Planning & Development
  1. 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 it      and Contract tt      
* National Equity Fund. Inc. ("NEF") is tho sole voting member ol NEF Assignment Corporation ("NEFAC") It is anticipated that al the Closing, that NEFAC, as nominee, will acquire a 99 99% limited partnership interest in Applicant. After the Closing, it is anticipated that NEFAC will assign its beneficial interest in the Applicant to a low income housing tax credit fund which will be managed by an affiliate of NEF
 
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 Person
Publicly registered business corporation Privately held business corporation Sole proprietorship General partnership Limited partnership
Trust
Party:
[ ] Limited liability company
[ ] Limited liability partnership
[ ] Joint venture
[x] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[ ] Yes      [Xj No
[ ] Other (please specify)
 
 
 
2.   For legal entities, the state (or foreign country) of incorporation or organization, if applicable?
Illinois
 
3. For legal entities not organized in the State oflllinois: Has the organization registered to do business in the State oflllinois as a foreign entity?
 
[] Yes
[]No
 
[]N/A
 
 
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY.)
 
1.   List below the full names and titles ofall executive officers and all directors ofthe 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).
Ifthe 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      See attached List of Officers and Directors Tltle
 
National Equity Fund,  Inc.,      Sole Voting Member
 
 
 
 
 
2.   Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% ofthe Disclosing Party. Examples ofsuch 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
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 ofthe Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
 
[ ] Yes      [X] No
 
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
 
 
 
 
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
 
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, 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.
 
Jf 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.
 
 
 
 
 
 
(Add sheets if necessary)
fX] Check here ifthe Disclosing Party has not retained, nor expects to retain, any such persons or entities.; SECTION V - CERTIFICATIONS
  1. 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      [ ] No      [Xj 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 ofall support owed and is the person in compliance with that agreement?
 
[]Yes []No
  1. FURTHER CERTIFICATIONS
 
1.   Pursuant to Municipal Code Chapter 1-23, Article I ("Article l")(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 1 applies to the Applicant, the permanent compliance timeframe in Article 1 supersedes some five-year compliance timeframes in certifications 2 and 3 below,
 
 
Page 4 of 13
 
 
2.      The Disclosing Party and, ifthe 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;
 
cv   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;
  1. 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
  2. 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.
3.      The certifications in subparts 3, 4 and 5 concerns
■ 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 oflllinois, 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
  4. violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance)
  1. 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.
  2. 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.
  3. 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.
  4. Ifthe Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
 
N/A
 
 
 
 
 
Page 6 of 13
 
 
If the letters "NA," the word "None," or no response appears on the lines above, il 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 ofall 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").
 
N/A
 
 
9.   To the best ofthe 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, ofthe 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
  1. The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is      [XJ is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
  1. 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 ofthe 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) ofthe Municipal Code) is a predatory lender within the meaning of Chapter 2-32 ofthe Municipal Code, explain here (attach additional pages if necessary):
 
 
 
 
Page 7 of 13
 
 
Ifthe 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 ofthe Municipal Code have the same meanings when used in this Part D.
  1. 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      |X] No
 
NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.
  1. 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 ofany property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
 
Does the Matter involve a City Property Sale?
 
[JYes [JNo
  1. If you checked "Yes" to Item D.l., provide the names and business addresses ofthe 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 infoimation required by paragraph 2. Failure to
Page S 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.
 
      2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
 
 
 
 
 
 
SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
 
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
 
A. CERTIFICATION REGARDING LOBBYING
 
1.   List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
 
None
 
 
(If no explanation appears or begins on the lines above, or ifthe letters "NA" or ifthe word "None" appeal', 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.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee ofany agency, as defined by applicable federal law, a member ofCongress, 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
 
  1. 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.
  2. 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".
  3. 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 ofthe 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:
  1. Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[]Yes [JNo
  1. 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?
[JYes [JNo
  1. Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[JYes [JNo
 
If you checked "No" to question 1. or 2. above, please provide an explanation:
 
 
 
 
Page 10 of 13
 
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.
 
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.1. and F.2. above and will not, without the prior written consent ofthe 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 ofthe items in F.I., 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. NEF Assignment Corporation, as Nominee
 
(Print or type name of Disclosing Party)
 
Mark Siranovic (Print or type name of person signing) Senior Vice President
(Print or type title of person signing)
 
 
^ff**iti'**i^^iiii
Notary Public.
OFFICIAL SEAL RENEE B MURDOCK Notary Publ... - State of Illinois My Commission Expires Apr 29, 2015 , v v v v
v <+. v vr «*-
Page 12 of 13
 
Cook
at
 
 
Signed and sworn to before me on (date)
County, "linois
 
^ to . A . Ma/Kite^
Commission expires:_
 
 
SECTION VII-- ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
 
The Disclosing Party understands and agrees that:
  1. 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.
  2. 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.
  1. Ifthe 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.
  2. 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 Infonnation 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 ofthe 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 2-1 54-020 ofthe Municipal Code.
 
The Disclosing Party represents and warrants that:
 
Page 1 1 of 13
 
 
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
 
 
 
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
 
 
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 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 ofthe 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 ofthe Disclosing Party listed in Section II.B.La., ifthe Disclosing Party is a coiporation; 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, ifthe 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 ofthe 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 ofsuch familial relationship.
 
 
 
 
 
 
 
 
 
 
 
Page 13 of 13
 
 
Exhibit A
NEF ASSIGNMENT CORPORATION LIST OF OFFICERS, DIRECTORS AND MEMBERS CHICAGO ECONOMIC DISCLOSURE STATEMENT
 
Names and Addresses
Title
Directors (Chicago):
Peter Harrison
120 South Riverside Plaza, 15th Floor Chicago, Illinois 60606-3908
Director
Michael A. Jacobs
120 South Riverside Plaza, 15* Floor Chicago, IL 60606-3908
Director
Karen Przypyszny
120 South Riverside Plaza, 15dl Floor Chicago, Illinois60606-3908
Director
Officers:
 
Joseph S. Hagah
120 South Riverside Plaza, 15,h Floor Chicago, Illinois 60606-3908
President and Chief Executive Officer
Kevin D.Boes
120 South Riverside Plaza, 15,h Floor Chicago, IL 60606-3908
Senior Vice President
Alex Denja
120 South Riverside Plaza, 15A Floor Chicago, IL 60606-3908
Senior Vice President and Chief Financial Officer
Thomas Flanagan
120 South Riverside Plaza, 15,h Floor-Chicago, IL 60606-3908
Vice President and Secretary
Peter Harrison
120 South Riverside Plaza, 15,h Floor
Chicago, IL 60606-3908       
Senior Vice President
Michael A. Jacobs
120 South Riverside Plaza, 15lh Floor Chicago, IL 60606-3908
Senior Vice President
Karen Przypyszny
120 South Riverside Plaza, 15lh Floor Chicago, Illinois 60606-3908
Senior Vice President
Judy Schneider
120 South Riverside Plaza, 15lh Floor Chicago, Illinois 60606-3908
Senior Vice President
Gregory Schuler
120 South Riverside Plaza, 15,h Floor Chicago, Illinois 60606-3908
Senior Vice President and Assislanl Secretary
Mark Siranovic
120 South Riverside Plaza, 15"' Floor Chicago, Illinois 60606-3908
Senior Vice President
Member:
National Equity Fund, Inc.
120 South Riverside Plaza, 15lh Floor
Chicago, Illinois 60606-3908
Sole Voting Member
 
 
 
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
 
SECTION I - GENERAL INFORMATION
  1. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable;
National Equity Fund, Inc. *
 
 
Check ONE of the following three boxes:
 
Indicate whether the Disclosing Party submitting this EDS is:
  1. [ ] the Applicant
OR
  1. $ 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: Disclosing Party is the sole voting member of NEF
qj£ Assignment Corporation, the future limited partner of the Applicant, Milwaukee Avenue Apartments Limited Partnership
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:      i      i-
 
r>   r>   •   „    aa      n'      „ t>„ * .     120 South Riverside Plaza, 15th Floor
  1. Business address of the Disclosing Party:      ^            -       ,„.,■      ,
Chicago, IL 60004
  1. Te.ephone: 312-360-0400 (ma«) ^    3^41-Q484 En!ail:
Thomas Flanagan    (direct 312-697-6462)
  1. Name of contact person:   Patricia Norum       (direct 312-697-6474)
  2. Federal Employer Identification No. (if you have one):    l            ^_
 
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):
Entry of a TIF Redevelopment Agreement to provide TIF funds to finance a portion of the costs for the development of 32-units
of affordable and supportive housing located at 3030 N. Milwaukee Avenue, Chicago, IL
 
Department of Planning & Development
G. Which City agency or department is requesting this EDS?      
 
Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
 
Specification //      and Contract #      
'National Equity Fund Inc ("NEF") is a charitable, civil and social not-for profit coiporation organized to raise financing for low-income housing projects by attracting and managing pooled equity investment funds. NF.F aides and promotes employment, social programs and civil .services benefiting the common good of the residents and community. NtK is the sole voting member of. (I) NF.F Assignment Coiporation, the limned partner of the Applicant and (2)NEF Community Investments, Inc which will be the sole member or manager of the low income housing lax credit fund.
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      [ ]      Limited liability company
Publicly registered business corporation      [ ]      Limited liability partnership
Privately held business corporation      [ ]      Joint venture
Sole proprietorship      [x]      Not-for-profit corporation
General partnership      (Is      the not-for-profit corporation also a 501(c)(3))?
Limited partnership      [ ] Yes      [Xj No
Trust      [ ]      Other (please specify)
 
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable; Illinois
 
3.   For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
 
[ ] Yes      [ ] No      [ ] N/A
 
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
 
1.   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).
Ifthe 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 See attached List of Officers and Directors
 
Local Initiative Support Corp (LISC), a 501(c)(3) tax exempt organization, is the sole voting member use is located at bin seventh Avonue, New York, New YorK luuia
 
 
 
 
2.   Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% ofthe Disclosing Party. Examples ofsuch 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 ofthe 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
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) ofsuch City elected official(s) and describe such relationship(s):
 
 
 
 
SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
 
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, 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 ofthe 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 ofany 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
not an acceptable response.
 
 
 
 
 
 
 
(Add sheets if necessary)
[X] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities; SECTION V -- CERTIFICATIONS
  1. 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      [ ] No      [XJ 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      [ J No
  1. 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), ifthe 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 ofthe 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
 
  1. The Disclosing Parly and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B. 1. 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.
  2. 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 ofthe 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 oflllinois, 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
  2. violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
  1. 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 ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
  2. 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.
  3. 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.
  4. 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:
 
N/A
 
 
 
 
 
Page 6 of 13
 
 
Ifthe 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").
 
N/A
 
 
9.   To the best ofthe 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.
N/A      :      ~~       '      '      """"    *~     "      '      "    ~      ' rr=r''
 
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
  1. The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is      [X] is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
  1. 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 ofthe 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):
 
 
 
 
Page 7 of 13
 
 
Ifthe 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 ofthe Municipal Code have the same meanings when used in this Part D.
  1. 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      |X] No
 
NOTE:  If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.
  1. 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
  1. 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.
 
x  1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
 
      2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names ofany and all slaves or slaveholders described in those records:
 
 
 
 
 
 
 
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
 
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
 
A. CERTIFICATION REGARDING LOBBYING
 
1.   List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
 
None
 
 
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
 
2.   The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee 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
 
  1. 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.
  2. 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".
  3. 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:
  1. 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
  1. 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
  1. Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[JYes [JNo
 
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:
  1. 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.
  2. 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.
  1. 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.
  2. 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 ofthe 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 I -23 and Section 2-154-020 of the Municipal Code.
 
The Disclosing Party represents and warrants that:
 
Page 11 of 13
 
F.1.    The Disclosing Party is not delinquent in the payment ofany 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.1. 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: Ifthe Disclosing Party cannot certify as to any of the items in F.I., 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. National Equity Fund, Inc.
 
(Print or type name^Tii^lbsing Patty)
 
Mark Siranovic
(Print or type name of person signing)
Senior Vice President
(Print or type title of person signing)
 
 
Signed and sworn to before me on (date)
at    £ook      County, "'inois
 
Notary Public.
Commission expires:    */ /cp
 
Page 12 of 13
OFFICIAL SEAL FSENEE B MURDOCK Notary Public - Stale ol Illinois My Commission Expires Apr 29, 2015
 
 
 
 
»
i
 
 
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
 
 
 
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
 
 
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 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, ifthe 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      [ ] No
 
If yes, please identify below (1) the name and title ofsuch 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
 
 
Exhibit A NATIONAL EQUITY FUND, INC. LIST OF OFFICERS, DIRECTORS AND MEMBERS CHICAGO ECONOMIC DISCLOSURE STATEMENT
 
Name
Title
Directors:
Larry Dale
Newman and Associates, Inc. 1801 California Street Denver, CO 80202
Chairman
Michael Rubinger Local Initiative Support Corporation 501 Seventh Avenue, 7lh Floor New York, NY 10018
Vice Chairperson
Zachary M. Boyers
US Bancorp Community Development Corp. , 1307 Washington Avenue
'Suite 300       
! St. Louis, MO 63101
Director
Andrew Ditton
Citibank Community Development Citibank NA
: One Court Square,45"' Floor, Zone 11 New York, NY 10022
Director
■ Helen L! Duhlap Independent Housing Consultant : 104 East 32nd Street ■Chicago, IL 60616
Director
; Eldridge Edgecombe 1048 North East Avenue Oak Park, IL 60302
Director
Printice L. Gary Carleton Residential Properties 5485 Belt Line Road Dallas, TX 75254
Director
Joseph S. Hagan
National Equity Fund, Inc.
120 South Riverside Plaza, 15lh Floor
Chicago, IL 60606
Director
Tobin Levy
Local Initiatives Support Coiporation 501 Seventh Avenue, 7'h Floor New York, New York 10018
Director
John D. Lindell
30 West Oak Street, Unit I9B
Chicago, Illinois 60610
Director
 
I
 
 
Mike Mantle
49 Red Cedar Court
Danville, CA 94506
Director
Michael C. May Freddie Mac
8100 Jones Branch Drive, Mail Stop - B4M McLean, V A 22102
Director
John Mealey
Coachella Valley Housing Coalition 45701 Monroe, Suite G Indio, CA 92201
Director
Herbert E. Morse
241 Perkins Street, Castle 1
Jamaica Plain, MA 02130
Director
Elizabeth Pugh
Local Initiative Support Corporation 501 Seventh Avenue, 7,h Floor New York, NY 10018
Director
Edward J. Sigler
Chase Community Development Real Estate ■ One Chase Square, NY3-T081 : Rochester, New York 14643
Director
Sindy Spivak
Bank of America, Merrill Lynch 333 South Hope Street, 1 l,h Floor Los Angeles, California 90071
Director
Officers:
 
Joseph S. Hagan National Equity Fund, Inc. ■• 120 South Riverside Plaza, 15lh Floor Chicago, IL 60606-3908
President and Chief Executive Officer
Kevin D. Boes
National Equity Fund, Inc.
120 South Riverside Plaza, 15"' Floor
Chicago, IL 60606-3908
Senior Vice President
Alex Denja
National Equity Fund, Inc.
120 South Riverside Plaza, 15lh Floor
Chicago, IL 60606-3908
Senior Vice President, Chief Financial Officer
Thomas Flanagan
National Equity Fund, Inc.
120 South Riverside Plaza, 15,h Floor
Chicago, IL 60606-3908
Vice President and Secretary
Peter Harrison
National Equity Fund. Inc.
120 South Riverside Plaza, 15'1' Floor
Chicago, IL 60606-3908
Senior Vice President
Michael A. Jacobs
National Equity Fund, Inc.
120 South Riverside Plaza, 15"' Floor
Chicago, IL 60606-3908
Senior Vice President Acquisitions
 
2
 
 
Karen Przypyszny
National Equity Fund, Inc.
120 South Riverside Plaza, 15lh Floor
Chicago, IL 60606-3908
Senior Vice President Proprietary Transactions
Gregory Schuler
National Equity Fund, Inc.
120 South Riverside Plaza, 15th Floor
Chicago, IL 60606-3908
Senior Vice President, General Counsel and Assistant Secretary
Judy Schneider
National Equity Fund, Inc.
120 South Riverside Plaza, 15,h Floor
Chicago, IL 60606-3908
Senior Vice President and Chief Underwriter
Mark Siranovic
National Equity Fund, Inc.
120 South Riverside Plaza, 15lh Floor
Chicago, IL 60606-3908
Senior Vice President, Business Development Officer and Assistant Treasurer
Member:
 
Local Initiatives Support Corporation 501 Seventh Avenue, 7lh Floor New York, NY 10018
Sole Voting Member
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
 
 
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
 
SECTION I -- GENERAL INFORMATION
  1. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable::
NEF Community Investments, Inc.
 
Check ONE ofthe following three boxes:
 
Indicate whether the Disclosing Party submitting this EDS is: 1. [ ] the Applicant OR
2,. [x] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
.            .       , . .  .,      ,    .      „        ,11      •  „      will be the sole member or manager of tlie low income housing
Applicant in which the Disclosing Party holds an interest: m,orc(titfum) ♦         ,.
OR
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:.            .      ... . .      ,;„,      
DT,.      ,,        fi,   n.   .   .      120 South Riverside Plaza, 15th Floor
  1. Business address of the Disclosing Party:             .      .      
Chicago, IL 60004
  1. Telephone:   ^0-0400 <"*'" F,x:     312-441-0464 Email:
Thomas Flanagan    (direct 312-697-6462)
  1. Name of contact person:    Patricia Norum       (direct 312-697-6474)
 
E. Federal Employer Identification No. (if you have one):
  1. 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):
Entry of a TIF Redevelopment Agreement to provide TIF funds to finance a portion of the costs for the development of
32 units of affordable and supportive housing located at 3060 N. Milwaukee Avenue, Chicago, Illinois      
Department of Planning & Development
  1. Which City agency or department is requesting this EDS? -      
 
Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
 
Specification #            _ _ and Contract tf      
* It is anticipated that al the Closing, that NEF Assignment Corporation.as nominee, ("NEFAC") will acquire a 99.99% limited partnership interest in Applicant. After the Closing, it is anticipated that NEFAC wili assign its beneficial interesl in the Applicant to a low income housing tax credit fund which will be managed by the Disclosing Party,NEF Community Investments. Inc an affiliate of National Equity Fund, Inc
 
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      [ ]      Limited liability company
] Publicly registered business corporation      [ ]      Limited liability partnership
] Privately held business corporation      [ ]      Joint venture
] Sole proprietorship      fx]      Not-for-profit corporation
] General partnership      (Is the not-for-profit corporation also a 501(c)(3))?
] Limited partnership      [ ] Yes      [Xj No
] Trust      [ ]      Other (please specify)
 
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Illinois
 
3.   For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State oflllinois as a foreign entity?
 
[ ] Yes      [ ] No      [ ] N/A
 
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
 
1.   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).
Ifthe 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 ofthe Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name      See attacned Ljst of officers and Directors Title National Equity Fund,   Inc.,      Sole Voting Member
 
 
 
 
 
2.   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 ofsuch an interest include shares in a corporation, partnership interest in a partnership or joint venture.
 
Page 2 of 1 3
 
 
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
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      [XJ No
 
If yes, please identify below the name(s) ofsuch City elected official(s) and describe such relationship(s):
 
 
 
 
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
 
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, 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
not an acceptable response.
 
 
 
 
 
(Add sheets if necessary)
|XJ Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
  1. 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 ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
 
[ ] Yes      [ ] No      [XJ No person directly or indirectly owns 10% or more of the
Disclosing Party.
 
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
 
[JYes [JNo
  1. 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 1 is a continuing requirement for doing business with the City. NOTE: If Article 1 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
 
  1. 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.
  2. 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 lo 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 oflllinois, or any agency ofthe federal government or ofany 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
  2. violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance),
  1. 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 ofany state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
  2. 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.
  3. 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.
  4. 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:
 
N/A
 
 
 
 
 
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").
 
N/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 ofthe City recipient.
       N/A        "    ~~      ' "~"
 
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
  1. The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is      rx] is not
 
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
  1. 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 ofthe 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 ofthe Municipal Code, explain here (attach additional pages if necessary):
 
 
 
 
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 ofthe Municipal Code have the same meanings when used in this Part D.
  1. 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      [XJ 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.
  1. 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?
 
[ J Yes      [ ] No
  1. 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 ofsuch 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 lo
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.
 
      2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names ofany and all slaves or slaveholders described in those records:
 
 
 
 
 
 
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
 
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
 
A. CERTIFICATION REGARDING LOBBYING
 
1.   List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
 
None
 
 
(If no explanation appears or begins on the lines above, or if the letters "NA" or ifthe 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.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 ofCongress, 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
 
  1. 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 ofthe statements and information set forth in paragraphs A.l. and A.2. above.
  2. The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe 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".
  3. 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:
  1. 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
  1. 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
  1. Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[]Yes [JNo
 
If you checked "No" to question 1. or 2. above, please provide an explanation:
 
 
 
 
Page 10 of 13
 
 
SECTION VII-- ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
 
The Disclosing Party understands and agrees that:.
  1. The certifications, disclosures, and acknowledgments contained in this EDS will become part ofany contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
  2. 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.citvofchicago.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.
  1. Ifthe 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.
  2. 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 ofthe 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 2-1 54-020 ofthe Municipal Code.
 
The Disclosing Party represents and warrants that;
 
Page 1 1 of 13
 
F.1.    The Disclosing Party is not delinquent in the payment ofany 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.1. 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.I., 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 ofthe 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. NEF Community Investments, Inc.
 
(Print or type name of Disclosing Pari
 
 
 
(Sigh here) Mark Siranovic
 
 
(Print or type name of person signing) Senior Vice President
(Print or type title of person signing) Signed and sworn to before me on (date)
at    CooK      County, ''linois
 
Notary Public.
Commission expires:
 
Page 12 of 13
 
Mi   th  «H    T ~
OFFICIAL SEAL RENEE B MUROOCK Notary Public - State of Illinois My Commission Expires Apr 29, 2015
 
 
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
 
 
 
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
 
 
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 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 ofthe 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. La., ifthe Disclosing Party is a corporation; all partners of the Disclosing Party, ifthe Disclosing Party is a general partnership; all general partners and limited partners ofthe 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 ofthe 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      [ ] No
 
If yes, please identify below (1) the name and title ofsuch person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title ofthe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature ofsuch familial relationship.
 
 
 
 
 
 
 
 
 
 
 
Page 13 of 13
 
 
Exhibit A NEF Community Investments, Inc. LIST OF OFFICERS, DIRECTORS AND MEMBERS CHICAGO ECONOMIC DISCLOSURE STATEMENT
 
Names And Addresses
Title
Directors :
Joseph S. Hagan
120 South Riverside Plaza, 15th Floor Chicago, Illinois 60606-3908
Director
Mike Maritie
49 Red Cedar Court .
Danville, CA 94506
Director
Mark Siranovic
120 South Riverside Plaza, 15* Floor . Chicago, Illinois 60606-3908
Director
Officers:
 
Joseph S. Hagan
120 South Riverside Plaza, 15"' Floor Chicago, Illinois 60606-3908
President and Chief Executive Officer
Kevin D. Boes
120 South Riverside Plaza, 15* Floor Chicago, Illinois 60606-3908
Senior Vice President
Alex Denja
120 South Riverside Plaza, 15* Floor Chicago, Illinois 60606-3908
Senior Vice President, Treasurer and Chief Financial Officer
Tom Flanagan
120 South Riverside Plaza, 15* Floor Chicago, Illinois 60606-3908
Vice President and Secretary
Peter Harrison
120 South Riverside Plaza, 15* Floor Chicago, Illinois 60606-3908
Senior Vice President
Michael A. Jacobs
120 South Riverside Plaza, 15* Floor Chicago, Illinois 60606-3908
Senior Vice President
Karen Przypyszny
120 South Riverside Plaza, 15* Floor Chicago, Illinois 60606-3908
Senior Vice President
Judy Schneider
120 South Riverside Plaza, 15* Floor Chicago, Illinois 60606-3908
Senior Vice President
Gregory Schulcr
120 South Riverside Plaza, 15* Floor Chicago, Illinois 60606-3908
Senior Vice President and Assistant Secretary
Mark Siranovic
120 South Riverside Plaza, 15* Floor Chicago, Illinois 60606-3908
Senior Vice President
Member:
 
National Equity Fund, Inc.
120 South Riverside Plaza, 15"' Floor
Chicago, Illinois 60606-3908
Sole Voting Member
 
 
 
WHEREAS, by the Resolution No. 14-CDC-15 adopted on April 8, 2014 (the "Resolution"), the Commission has recommended that the Owner be designated the developer for the Project and that the City's Department of Planning and Development ("DPD") be authorized to negotiate, execute and deliver on the City's behalf a redevelopment agreement with the Owner and FCC, Inc., the form of which is attached as Exhibit A hereto and made a part hereof (the "Redevelopment Agreement"); NOW, THEREFORE
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO, AS FOLLOWS:
  1. Incorporation of Recitals. The recitals contained in the preambles to this Ordinance are hereby incorporated into this Ordinance by this reference.
  2. Developer Designation. The Owner is hereby designated, as the developer for the Project pursuant to Section 5/11-74.4-4 of the Act.
  3. Redevelopment Agreement. The Commissioner of DPD (the "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 among the City, the Owner and FCC, Inc., and such other supporting documents as may be necessary 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.
  4. Affordable Housing. Section 2-45-110 of the Municipal Code of Chicago (the "Municipal Code") shall not apply to the Project or the Property.
  5. Severability. 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 ofthe remaining provisions of this Ordinance.
  6. Inconsistent Provisions. All ordinances, resolutions, motions or orders in conflict with this Ordinance are hereby repealed to the extent of such conflict.
  7. No Impairment. All ordinances, resolutions, motions or orders in conflict with this Ordinance are hereby repealed to the extent of such conflict. No provision of the Municipal Code or violation of any provision of the Municipal Code shall be deemed to impair the validity of this Ordinance or the instruments authorized by this Ordinance or to impair-the security for or payment of the instruments authorized by this Ordinance; provided further, however, that the foregoing shall not be deemed to affect the availability of any other remedy or penalty for violation of any provision of the Municipal Code.
  8. Effective Date. This Ordinance shall be in full force and effect immediately upon its passage and approval.
 
 
 
 
 
 
 
 
2
 
 
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