mmm
OFFICE OF THE MAYOR
CITY OF CHICAGO
LORI E. LIGHTFOOT
MAYOR
June 22, 2022
TO THE HONORABLE, THE CITY COUNCIL OF THE CI TY OF CHICAGO
Ladies and Gentlemen:
At the request oflhe Commissioner of Planning and Development, I transmit herewith ordinances authorizing a favorable tax status for specilied properties located in the City.
Your favorable consideration of these ordinances will be appreciated.
Very truly yours.
ORDINANCE
WHEREAS, the City of Chicago (the "City") is a home rule unit of government under Section 6(a), Article Vll ofthe 1970 Constitution ofthe State of Illinois authorized to exercise any power and perform any function pertaining to its government and affairs; and
WHEREAS, the Cook County Board of Commissioners has enacted the Cook County Tax Incentive Ordinance, Classification System for Assessment, as amended from time to time (the "County Ordinance"), which provides for, among other things, real estate tax incentives to property owners who build, rehabilitate, enhance and occupy property which is located within Cook County, Illinois and which is used primarily for commercial purposes; and
WHEREAS, the City, consistent with the County Ordinance, wishes to induce industry to locate and expand in the City by supporting financial incentives in the form of property tax relief; and
WHEREAS, Chicago BH Hospital, LLC a Delaware limited liability company d/b/a Montrose Behavioral Heath Hospital ("Appjicant") has acquired 3 separate buildings in support of its goal of creating a behavioral health campus. The buildings are: the Main Building generally located at 4840 North Marine Drive; the Lawrence Building, generally located at 854 W. Lawrence, and the Clarendon Campus, generally located at 4720 N. Clarendon all in Chicago Illinois 60640, as further described on Exhibit A attached hereto (the "Project Site"); and
- WHEREAS, the Applicant proposes to rehabilitate the approximately 117,803 square foot land area and 95,500 square foot abandoned buildings comprising the Project Site and redevelop it into a behavioral mental health campus serving adults, children and adolescents (the "Project").
WHEREAS, the City's Department of Planning and Development ("DPD") has determined that the Project Site was last occupied in 2020; and
WHEREAS, the Project will increase employment opportunities, economic activity in the area and growth in the real property tax base; and
WHEREAS, the redevelopment objective of the City in connection with the Project Site is to redevelop underutilized properties, attract new businesses and retain and encourage the expansion of existing viable businesses, increase employment opportunities, increase economic activity in the area, and growth in the real property tax base, and
WHEREAS, the Applicant has filed an eligibility application for a Class 7c tax incentive under the County Ordinance with the Office ofthe Assessor of Cook County, Illinois (the "Assessor"); and
WHEREAS, it is the responsibility of the Assessor to determine that an application for a Class 7c classification is eligible pursuant to the County Ordinance; and
WHEREAS, the County Ordinance provides that, in connection with the filing of a Class 7c eligibility application with the Assessor, the applicant must obtain from the municipality in which such real estate that is proposed for Class 7c designation is located an ordinance or resolution expressly stating that, among other things, (a) the municipality has determined that eligibility factors of the County Ordinance are present, and (b) the municipality supports and consents to the Class 7c application to the Assessor; and
WHEREAS, DPD has reviewed the proposed Project and has determined that it meets the necessary eligibility requirements for Class 7c designation, and recommends to City Council that the City expressly determine, among other things, by ordinance that (a) the required eligibility factors are present, and (b) the City supports and consents to the Class 7c classification by the Assessor ofthe Project Site; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:
SECTION 1. The above recitals are hereby expressly incorporated as if fully set forth herein.
SECTION 2. The City hereby determines that the Project meets eligibility factor (1) under the Classification Ordinance in that real estate taxes for the Project Site for three of the last six years have either declined or remained stagnant due to the depressed condition ofthe area.
SECTION 3. The City hereby determines that the Project meets eligibility factor (2) ofthe County Ordinance in that there is a reasonable expectation that the Project is viable and likely to go forward on a reasonably timely basis if granted Class 7c designation and will therefore result in the economic enhancement ofthe property.
SECTION 4. The City hereby determines that the Project meets eligibility factor (3) ofthe County Ordinance in that certification ofthe Project for Class 7c designation will materially assist development, redevelopment or rehabilitation of the property and the Project would not go forward without the full incentive offered under Class 7c.
SECTION 5. The City hereby determines that the Project meets eligibility factor (4) ofthe County Ordinance in that certification ofthe Project for Class 7c designation is reasonably expected to ultimately result in an increase in real property tax revenue and employment opportunities of the property.
SECTION 6. The City hereby expressly determines that eligibility factors (1) through (4) of the County Ordinance are present for the Project, and hereby expressly supports and consents to the Class 7c application of the Applicant to the Assessor for Class 7c designation of the Project and the Project Site.
SECTION 7. The City hereby determines that conditions exist which justify finding that the Project Site is deemed "abandoned" for the purpose ofthe Class 7c designation.
SECTION 8. The City has received and filed the Applicant's Economic Disclosure Statement, as defined in the County Ordinance.
SECTION 9. The Commissioner of Planning and Development (the "Commissioner") or a designee of the Commissioner are each hereby authorized, with the approval of the City's Corporation Counsel, to negotiate, execute and deliver a redevelopment agreement between the Applicant and the City substantially in the form attached hereto as Exhibit B and made a part hereof (the "Redevelopment Agreement"), 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.
SECTION 10. The Commissioner or a designee of the Commissioner, are each hereby authorized to deliver a certified copy of this ordinance to the Assessor and to furnish such additional information as may be required in connection with the filing of the application by the Applicant with the Assessor for Class 7c designation ofthe Project.
SECTION 11. This ordinance shall be effective from and after its passage and approval.
EXHIBIT A
Exhibit A - Parcels, Legal Description, and Property Identification
The six (6) tax parcels identified by the permanent index numbers (PINs) that follow will operate as a children's psychiatric care hospital to be known as the Clarendon Campus ofthe Montrose Chicago Behavioral Health Hospital:
Parcel 1: 14-17-206-041-0000
THE WEST 10 FEET OF LOT 7 AND ALL OF LOT 8 IN JOSEPH A. W. REES' SUBDIVISION OF THE SOUTH 10 RODS OF THE NORTH 40 RODS OF THE EAST 1/2 OF THE NORTHWEST 1/4 OF SECTION 17 TOWNSHIP 40 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS
Parcel 2: 14 - 17 - 206 - 044 - 0000
LOT 5 IN JOSEPH A. W. REES' SUBDIVISION OF THE SOUTH 10 RODS OF THE NORTH 40 RODS OFTHE EAST 1/2 OF THE NORTHWEST 1/4 OF SECTION 17 TOWNSHIP 40 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Parcel 3: 14 -17-206-045-0000
LOT 4 IN JOSEPH A. W. REES' SUBDIVISION OF THE SOUTH 10 RODS OF THE NORTH 40 RODS OF THE EAST 1/2 OFTHE NORTHWEST 1/4 OF SECTION 17 TOWNSHIP 40 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Parcel 4: 14 -17-206-052 -0000
LOT 1 AND THE EAST 30 FEET OF LOT 2 IN HORACE A. GOODRICH'S SUBDIVISION OF THE SOUTH 10 RODS OFTHE NORTH 30 RODS OFTHE EAST 1/2 OFTHE NORTHEAST 1/4 OF SECTION 17 TOWNSHIP 40 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
•
Parcel5: 14 -17-206-053-0000
LOTS 1 THROUGH 3 IN JOSEPH A. W. REES' SUBDIVISION OF THE SOUTH 10 RODS OF THE NORTH 40 RODS OF THE EAST 1/2 OFTHE NORTHWEST 1/4 OF SECTION 17TOWNSHIP 40 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Parcel 6: 14-17-213-007-0000
LOT 6 IN JOHN N. YOUNG'S SUBDIVISION OF THE SOUTH 5 ACRES OF THE NORTH 25 ACRES OF THE EAST 1/2 OF THE NORTHEAST 1/4 OF SECTION 17 TOWNSHIP 40 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Commonly known as: 4720 North Clarendon, Chicago, IL 60640
The five (5) tax parcels identified by the permanent index numbers (PINs) that follow will operate as an adult psychiatric care hospital to be known as the Main Building of the Montrose Chicago Behavioral Health Hospital:
Parcel 1: 14-08-418-046-0000
THE WEST 14 FEET OF LOT 68 AND THE EAST 18 FEET OF LOT 69 IN CASTLEWOOD SUBDIVISION OF THAT PART OF LOT 4 OF FUSSEY AND FENNIMORE SUBIVISION LYING EAST OF THE CENTER LINE OF SHERIDAN ROAD AND NORTH OF THE SOUTH 5.2 CHAINS OF SECTION 8 TOWNSHIP 40 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Parcel 2: 14-08-418-047-0000
THE EAST 36 FEET OF LOT 68 IN CASTLEWOOD SUBDIVISION OF THAT PART OF LOT 4 OF FUSSEY AND FENNIMORE SUBIVISION LYING EAST OF THE CENTER LINE OF SHERIDAN ROAD AND NORTH OFTHE SOUTH 5.2 CHAINS OF SECTION 8 TOWNSHIP 40 NORTH, RANGE 14 EAST OF TH6 THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Parcel 3: 14-08-418-048-0000
LOT 67 IN CASTLEWOOD SUBDIVISION OF THAT PART OF LOT 4 OF FUSSEY AND FENNIMORE SUBIVISION LYING EAST OF THE CENTER LINE OF SHERIDAN ROAD AND NORTH OFTHE SOUTH 5.2 CHAINS OF SECTION 8 TOWNSHIP 40 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Parcel 4: 14-08-418-049-0000
LOT 66 IN CASTLEWOOD SUBDIVISION OF THAT PART OF LOT 4 OF FUSSEY AND FENNIMORE SUBIVISION LYING EAST OF THE CENTER LINE OF SHERIDAN ROAD AND NORTH OF THE SOUTH 5.2 CHAINS OF SECTION 8 TOWNSHIP 40 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Parcel5: 14-08-418-050-0000
LOT 65 AND A STRIP OF LAND EAST AND ADJOINING BEING 81/2 INCHES AT THE NORTH LINE AND 8 7/8 INCHES AT THE SOUTH LINE OF SAID LOT 65 IN CASTLEWOOD SUBDIVISION OF THAT PART OF LOT 4 OF FUSSEY AND FENNIMORE SUBIVISION LYING EAST OF THE CENTER LINE OF SHERIDAN ROAD AND NORTH OF THE SOUTH 5.2 CHAINS OF SECTION 8 TOWNSHIP 40 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Commonly known as: 4840 North Marine Drive, Chicago, IL, 60640
The three (3) tax parcels identified by the permanent index numbers (PINs) that follow will operate as an outpatient facility to be known as the Lawrence Building of the Montrose Chicago Behavioral Health Hospital:
Parcel 1: 14-08-419-029-0000
LOT 43 IN SNOW AND DICKINSON'S SUBDVISION OF PART OF BLOCK 4 OF A SUBDIVISION OF THE SOUTHEAST FRACTIONAL 1/4 OF SECTION 8 TOWNSHIP 40 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL.MERIDIAN, IN COOK COUNTY, ILLINOIS.
Parcel 2: 14-08-419-030-0000
LOTS 44 AND 45 IN SNOW AND DICKINSON'S SUBDVISION OF PART OF BLOCK 4 OF A SUBDIVISION OF THE SOUTHEAST FRACTIONAL 1/4 OF SECTION 8 TOWNSHIP 40 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Parcel 3: 14-08-419-031-0000
LOT 46 IN SNOW AND DICKINSON'S SUBDVISION OF PART OF BLOCK 4 OF A SUBDIVISION OF THE SOUTHEAST FRACTIONAL 1/4 OF SECTION 8 TOWNSHIP 40 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Commonly known as: 850 West Lawrence Avenue, Chicago, IL 60640
Exhibit B
Redevelopment Agreement (see attached)
|1010|
This agreement was prepared by and after recording return to: William A. Nyberg City of Chicago Department of Law 121 North LaSalle Street, Room 600 Chicago, IL 60602
TAX INCENTIVE CLASSIFICATION REDEVELOPMENT AGREEMENT Chicago BH Hospital, LLC
This Tax Incentive Classification Redevelopment Agreement (this "Agreement") is made as of the Agreement Date by and between the City of Chicago, an Illinois municipal corporation (the "City"), through its Department of Planning and Development ("DPD"), and Developer. Capitalized terms not otherwise defined herein shall have the meaning given in the table headed "Project Information" or in Section 2, as applicable.
TABLE OF CONTENTS
Project Information Section 9 Indemnification
Signature Page Section 10 Default and Remedies
Section 1 Recitals Section 11 Mortgaging ofthe Project
Section 2 Definitions Section 12 General Provisions
Section 3 The Project Exhibit A Legal Description ofthe Property
Section 4 Conditions Precedent Exhibit B MBE/WBE Budget
Section 5 Completion of Construction or Rehabilitation Exhibit C Insurance Requirements
Section 6 Covenants/Representations/Warranties of Developer Exhibit D Annual Compliance Report
Section 7 Maintaining Records and Right to Inspect Exhibit E Construction Compliance
Section 8 Environmental Matters
PROJECT INFORMATION
Term (Agreement Section where first used) Definition
Agreement Date (preamble) . 2022
Developer (preamble) Chicago BH Hospital, LLC, a Delaware limited liability company
Project (Recitals) Rehabilitation of 3 Buildings: the Main Building generally located at 4840 North Marine Drive; the Lawrence Building, generally located at 854 W. Lawrence, and the Clarendon Campus, generally located at 4720 N. Clarendon, all in Chicago, Illinois 60640 into a behavioral mental health campus serving adults, children and adolescents
Ordinance Date (Recitals) . 2022
Commencement Date (3.01) , 2022
Completion Date (3.01) , 2022
Minimum Project Investment (4.01) $75,080,109
Trade Names (4.03) d/b/a Montrose Behavioral Health Hospital
Certificate Deadline (6.05) [THE DATE 2 YEARS AFTER THE ORDINANCE DATE]
Notice Addresses (13.14) If to the Developer: Chicago BH Hospital. LLC, ATTN: Chris Howard EVP, General Counsel and Secretary, 6100 Tower Circle, Suite 1000, Franklin, TN 37067 with a copy to: Verros Berkshire P.C. ATTN: Ellen G. Berkshire,225 W. Randolph St. Suite 2960, Chicago, IL 60606 If to the Citv: Citv of Chicago, Department of Planning and Development, 121 North LaSalle Street, Room 1000, Chicago, Illinois 60602, Attention: Commissioner; with a copy to City of Chicago, Department of Law, 121 North LaSalle Street, Room 600, Chicago, Illinois 60602, Attention: Finance and Economic Development Division
|1010|Signature page to Redevelopment Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Redevelopment Agreement to be executed on or as of the Agreement Date.
CHICAGO BH HOSPITAL, LLC
a Delaware limited liability company
By:
Name: Title:
CITY OF CHICAGO
By:
Maurice D. Cox, Commissioner Department of Planning and Development
|1010|STATE OF ILLINOIS COUNTY OF COOK
)
)SS
)
I, , a notary public in and for the said County, in the State aforesaid, DO
HEREBY CERTIFY that , personally known to me to be the
of Chicago BH Hospital, LLC, a Delaware limited liability company
("Developer"), 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/she signed, sealed, and delivered said instrument, pursuant to the authority given to him/her by Developer, as his/her free and voluntary act and as the free and voluntary act of Developer, for the uses and purposes therein set forth.
GIVEN under my hand and official seal this day of , 2022.
Notary Public
My Commission Expires
(SEAL)
|1010|STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
I, , a notary public in and for the said County, in the State aforesaid,
DO HEREBY CERTIFY that Maurice D. Cox, personally known to me to be the Commissioner of the Department of Planning and Development of the City of Chicago (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 City, as his free and voluntary act and as the free and voluntary act of City, for the uses and purposes therein set forth.
GIVEN under my hand and official seal this day of , 2022.
Notary Public
My Commission Expires
|1010|SECTION 1. RECITALS
Constitutional Authority. As a home rule unit of government under Section 6(a), Article Vll 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.
Cook County Authority. The Cook County Board of Commissioners has enacted under Chapter 74, Article II of the Cook County Code of Ordinances, the Cook County Tax Incentive Ordinance, Classification System for Assessment, as amended from time to time (the "County Tax Incentive Ordinance"), which provides for, among other things, real estate tax incentives to property owners who build, rehabilitate, enhance and occupy property which is located within Cook County, Illinois and which is used primarily for industrial purposes.
Municipal Code Requirements. The City is required under Section 2-45-160 of the Municipal Code of the City of Chicago, as amended from time to time (the "Municipal Code"), to enter into a redevelopment agreement with each applicant seeking City approval of a tax incentive classification filed on or after November 1, 2020. The City may seek revocation of certain Cook County tax incentives under Section 2-45-165 of the Municipal Code for various reasons, including the failure of an applicant to comply with the requirements of a redevelopment agreement.
City Council Authority. On the Ordinance Date, the City Council of the City (the "City Council") adopted an ordinance consenting to the Developer's application for a Tax Incentive (as defined herein) and authorized the Commissioner of DPD to enter into this Agreement (the "City Ordinance").
Now, therefore, in consideration ofthe 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 2. DEFINITIONS
For purposes of this Agreement, in addition to the terms defined in the table headed "Project Information", the following terms shall have the meanings set forth below:
"Affiliate" shall mean any person or entity directly or indirectly controlling, controlled by or under common control with the Developer.
"Annual Compliance Report" shall mean a signed report from Developer to the City in substantially the form attached as Exhibit D to this Agreement.
"Application" shall mean that certain application that Developer submitted to the City seeking the City's consent to the Tax Incentive.
"Certificate" shall mean the Certificate of Completion of Construction or Rehabilitation.
"Citv Council" shall have the meaning set forth in the Recitals hereof.
|1010|"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 ofthis Agreement.
"Compliance Period" shall mean that period beginning on the Closing Date and ending upon the expiration of the Term of the Agreement.
"Corporation Counsel" shall mean the City's Department of Law.
"EDS" shall mean the City's Economic Disclosure Statement and Affidavit, on the City's then-current form.
"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 seq.); (iv) the Resource Conservation and Recovery Act (42 U.S.C. Section 6902 et seq.); (v) the Clean Air Act (42 U.S.C. Section 7401 et seq.); (vi) the Clean Water Act (33 U.S.C. Section 1251 et seq.); (vii) the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.); (viii) the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Section 136 et seq.); (ix) the Illinois Environmental Protection Act (415 ILCS 5/1 et seq.); and (x) the Municipal Code.
"Event of Default" shall have the meaning set forth in Section 10 hereof.
"Facility" shall mean the approximately 95,500 square foot building area for the 3 buildings located on the Property.
"Final Project Cost" shall mean the total actual cost ofthe construction ofthe Project, as certified to and acceptable to DPD under Section 5.01 hereof.
"Jobs Covenant" shall have the meaning set forth in Section 6.05 hereof.
"MBE(s)" shall mean a business identified in the Directory of Certified Minority Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a minority-owned business enterprise, related to the Procurement Program or the Construction Program, as applicable.
"MBE/WBE Budget" shall mean the budget attached hereto as Exhibit B.
"MBE/WBE Program" shall have the meaning set forth in Exhibit E hereof.
"Municipal Code" shall have the meaning set forth in the Recitals.
"Non-Governmental Charges" shall mean all non-governmental charges, liens, claims, or encumbrances relating to Developer, the Property or the Project.
"Occupancy Covenant" shall have the meaning set forth in Section 6.04 hereof.
|1010|"Operations Covenant" shall have the meaning set forth in Section 6.03 hereof.
"Project Budget" shall mean the budget showing the total cost of the Project by line item, furnished by Developer to DPD as part of its Application.
"Property" shall mean the real property described on Exhibit A.
"Tax Incentive" shall mean the Class 7c tax incentive granted to the Property under the Cook County Tax Incentive Ordinance and to which the City Council consented pursuant to the ordinance that was adopted on the Ordinance Date.
Term of the Agreement" shall mean the period of time commencing on the Closing Date and ending at the end of the last tax year for which the Developer receives the Tax Incentive.
"Title Policy" shall mean a title insurance policy in the most recently revised ALTA or equivalent form showing the Developer as the insured and noting the recording of this Agreement as an encumbrance against the Property issued by a title company.
"WARN Act" shall mean the Worker Adjustment and Retraining Notification Act (29 U.S.C. Section 2101 et seq.).
"WBE(s)" shall mean a business identified in the Directory of Certified Women Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a women-owned business enterprise, related to the Procurement Program or the Construction Program, as applicable.
SECTION 3. THE PROJECT
Project Completion. With respect to the rehabilitation and construction of the Project, Developer shall: (i) commence construction no later than the Commencement Date, and (ii) complete construction and conduct operations therein no later than the Completion Date.
Project Budget. Developer has furnished to DPD as part of the Application, and DPD has approved, the Project Budget showing total costs for the Project in an amount not less than the Minimum Project Investment.
Other Approvals. Developer shall not commence construction of the Project until Developer has obtained all necessary permits and approvals.
Change Orders. Except as provided below in this Section 3.04, all Change Orders (and documentation substantiating the need and identifying the source of funding therefor) relating to changes to the Project must be submitted by Developer to DPD as necessary; provided, that any Change Order relating to any of the following must be submitted by Developer to DPD for DPD's prior written approval: (a) a reduction in the gross or net square footage of the Facility by five percent (5%) or more; (b) a change in the use of the Property or Facility to a use other than the Project; (c) a delay in the completion of the Project by more than one hundred and eighty (180) days; (d) any reduction in the Minimum Project Investment; or (e) any reduction in the MBE/WBE Budget. Developer shall not
|1010|authorize or permit the performance of any work relating to any Change Order or the furnishing of materials in connection therewith prior to the receipt by Developer of DPD's written approval (to the extent said City prior approval is required pursuant to the terms of this Agreement).
3.05 Signs and Public Relations. At the request of DPD, Developer shall erect a sign of size and style approved by the City in a conspicuous location on the Property during the Project, indicating the City's consent to the Tax Incentive. The City reserves the right to include the name, photograph, artistic rendering of the Project and other pertinent information regarding Developer, the Property and the Project in the City's promotional literature and communications.
SECTION 4. CONDITIONS PRECEDENT
The Developer must satisfy the following conditions before the City will execute and deliver this Agreement, unless such conditions are waived in writing by the City:
Project Budget. DPD must have approved the Project Budget, including the Minimum Project Investment, and the MBE/WBE Budget.
Acquisition and Title. The Developer must have furnished the City with a copy of the Title Policy for the Property, certified by a title company, showing the Developer as the named insured, along with copies of all Schedule B title exception documents, and showing evidence of the recording of this Agreement. If the Project involves any acquisition of real property, the Developer must have provided DPD with documentation related to such acquisition acceptable to the City in its sole discretion.
Evidence of Clean Title. The Developer, at its own expense, must have provided the City with searches under its name and any Trade Names as follows:
Secretary of State
Secretary of State
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/Fixture search Federal tax search State tax search
Memoranda of judgments search Pending suits and judgments Pending suits and judgments
4.04 Reserved.
Corporate Documents. Developer has provided a copy of its articles or certificate of incorporation or organization containing the original certification ofthe Secretary of State; certificates of good standing from the Secretary of State of its state of incorporation or organization and all other states in which Developer is qualified to do business; a secretary's certificate in such form and substance as the Corporation Counsel may require; bylaws or operating agreement; and such other organizational documentation as the City has requested.
Economic Disclosure Statement. Developer shall provide to the City an EDS, dated as of the Closing Date, which is incorporated by reference, and Developer further will provide any other
|10 10|affidavits or certifications as may be required by federal, state or local law in the award of public contracts, all of which affidavits or certifications are incorporated by reference.
Litigation. The Developer must have provided to Corporation Counsel and DPD, a description of all pending or threatened litigation or administrative proceedings involving the Developer and the Property.
Insurance. The Developer, at its own expense, must have insured the Property in accordance with Exhibit C hereto, or Accord Form 27 certificates evidencing the required coverages.
Construction Compliance Informational Conference. Developer shall provide to the City a copy of the informational conference letter signed by DPD's construction and compliance division.
SECTION 5. COMPLETION OF CONSTRUCTION OR REHABILITATION
Certificate of Completion of Construction or Rehabilitation. Upon completion of the Project in accordance with the terms of this Agreement (and any requirements contained in the City Ordinance) and upon the Developer's written request, DPD shall issue to the Developer a Certificate of Completion of Construction or Rehabilitation (the "Certificate") in recordable form certifying that the Developer has fulfilled its obligation to complete the Project in accordance with the terms of this Agreement. Ifthe Developer has not fulfilled its obligation, DPD will issue a written statement detailing the measures which must be taken in order to obtain them.
DPD may require a single inspection by an inspecting architect hired at the Developer's expense to confirm the completion ofthe Project. DPD shall make its best efforts to respond to Developer's written request for the Certificate within forty-five (45) days by issuing the 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 Developer in order to obtain the Certificate. Developer may resubmit a written request for the Certificate upon completion of such measures.
The Developer acknowledges and understands that the City will not issue the Certificate, until the following conditions have been met:
Evidence certified to and acceptable to DPD of the Final Project Cost demonstrating that the Developer has completed the Project in accordance with this Agreement and the Application and that it has made the Minimum Project Investment;
Receipt of a Certificate of Occupancy or other evidence acceptable to DPD that the developer has complied with building permit requirements for Project;
Evidence acceptable to DPD that the Project is in compliance with the Operations Covenant and ' the Occupancy Covenant; and
Evidence acceptable to DPD in the form of a closeout letter from DPD's Compliance and Monitoring division stating that the Developer is in complete compliance with all City Requirements (MBE/WBE, City Residency, and Prevailing Wage), as defined in Exhibit E.
Continuing Obligations. The Certificate relates only to the respective performance of the work associated with the Project improvements. After the issuance of the Certificate, however, all
10
executory terms and conditions of this Agreement and all representations and covenants contained herein unrelated to such work will remain in 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 6.02, 6.03, 6.04, 6.05 and 6.06 as covenants that run with the land will bind any transferee of the Property throughout the Term of the Agreement or such shorter period as may be explicitly provided for therein. The other executory terms of this Agreement shall be binding only upon the Developer or a permitted assignee of this Agreement.
Failure to Complete. If the Developer fails to complete the Project in accordance with the terms of this Agreement, the Certificate will not be issued, and the City will have the right to pursue any available legal remedies.
Notice of Expiration of Term of Agreement. Upon the expiration of the Term of the Agreement, DPD shall provide the Developer, at the Developer's written request, with a written notice in recordable form stating that the Term of the Agreement has expired.
SECTION 6. COVENANTS/REPRESENTATIONS/WARRANTIES OF DEVELOPER
6.01 General. Developer represents, warrants and covenants, as of the date of this Agreement hereunder that:
Developer is a corporation or limited liability company duly incorporated or 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;
Developer has the right, power and authority to enter into, execute, deliver and perform this Agreement;
the execution, delivery and performance by Developer of this Agreement has been duly authorized by all necessary action, and does not and will not violate its certificate or articles of incorporation or organization, bylaws or operating agreement as amended and supplemented, any applicable provision of law, or constitute a breach of, default under or require any consent under any agreement, instrument or document to which Developer is now a party or by which Developer is now or may become bound;
except as otherwise provided herein, including without limitation as set forth in 6.01 (i), during the Term of the Agreement, the Developer will continue to own good, indefeasible and merchantable fee simple title to the Property (and all improvements thereon), or a leasehold interest therein;
Developer is now and for the Term of the Agreement shall remain solvent and able to pay its debts as they mature;
there are no actions or proceedings by or before any court, governmental commission, board, bureau or any other administrative agency pending, threatened or affecting Developer which would impair its ability to perform under this Agreement;
11
Developer has and shall maintain all government permits, certificates and consents necessary to conduct its business and to construct, complete and operate the Project;
Developer is 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 Developer is a party or by which Developer is bound;
(i) Developer shall not, except in the ordinary course of business, do any of the following
without the prior written consent of DPD for the Term of the Agreement: (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 ofthe 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 Developer's business; (4) assume, guarantee, endorse, or otherwise
become liable in connection with the obligations of any other person or entity; or (5) enter into any
transaction that would cause a material and detrimental change to Developer's financial condition;
(j) has 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 Developer in violation of Chapter 2-156-120 of the Municipal Code;
Covenant to Redevelop. Developer shall redevelop the Property in accordance with this Agreement and all Exhibits attached hereto and all federal, state and local laws, ordinances (including the City Ordinance), rules, regulations, executive orders and codes applicable to the Project, the Property and/or Developer. 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.
Operations Covenant. The Developer hereby covenants and agrees, throughout the Term of the Agreement, to operate the Facility for commercial purposes, such as operation of a behavioral health hospital in a manner consistent with the Cook County 7c Tax Incentive requirement (the "Operations Covenant"). The covenants set forth in this Section shall run with all the land scheduled in Exhibit A and be binding upon any transferee.
Occupancy Covenant. The Developer hereby covenants and agrees, throughout the Term of the Agreement, to maintain that not less than fifty percent (50%) of the Project shall remain open, occupied, and otherwise open for business (the "Occupancy Covenant"). The covenants set forth in this Section shall run with the land and be binding upon any transferee.
Jobs Covenant. Not less than 115 full-time equivalent (minimum of 35 hours per week), construction jobs shall be created by Developer within six (6) months of the Commencement Date; and not less than 175 full-time equivalent, permanent jobs shall be created by Developer within two (2) years of completion of the Project, for a total of 290 full-time equivalent, permanent jobs to be retained or created by Developer at the Facility through the Term of the Agreement.
6.06 Annual Compliance Report. Each year throughout the Term of the Agreement, the
12
Developer shall submit to DPD by August 1st the Annual Compliance Report itemizing each of Developer's obligations under this Agreement during the preceding year. If this report is not received within this timeframe, the City will notify Developer in writing of such deficiency. Thereafter, Developer shall have ten (10) days to file the Annual Compliance Report with DPD. Developer's failure to timely submit the report will constitute an event of default.
Conflict of Interest. Developer represents, warrants and covenants that, to the best of its knowledge, no member, official, or employee of the City, or of any commission or committee exercising authority over the Project or any consultant hired by the City or Developer 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 Developer's business, the Property or any other property in the Redevelopment Area.
Disclosure of Interest. Developer's counsel has no direct or indirect financial ownership interest in Developer, the Property or any other aspect of the Project.
Insurance. The Developer shall provide and maintain during the Term of the Agreement, and cause other applicable parties to provide and maintain, the insurance coverages specified in Exhibit C.
Compliance with Laws. To the best of Developer's 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 (including the City Ordinance), rules, regulations, executive orders and codes pertaining to or affecting the Project and the Property. Upon the City's request, Developer shall provide evidence satisfactory to the City of such compliance.
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 in the Recorder's Office of Cook County. .
Inspector General. It is the duty of Developer and the duty of any bidder, proposer, contractor, subcontractor, and every applicant for certification of eligibility for a City contract or program, and all of Developer's officers, directors, agents, partners, and employees and any such 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. Developer represents that it understands and will abide by all provisions of Chapter 2-56 of the Municipal Code and that it will inform subcontractors ofthis provision and require their compliance.
Non-Governmental Charges. The Developer agrees to pay or cause to be paid when due any Non-Governmental Charges. The Developer has the right, before any delinquency occurs, to contest any Non-Governmental Charge by appropriate legal proceedings properly and diligently prosecuted, so long as such proceedings serve to prevent any sale or forfeiture of the Property.
Governmental Charges.
(a) Payment of Governmental Charges. Developer agrees to pay or cause to be paid when due all Governmental Charges (as defined below) which are assessed or imposed upon Developer, the
13
Property or the Project, or become due and payable, and which create, may create, a lien upon 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 Developer, the Property or the Project including but not limited to real estate taxes.
(b) Right to Contest. 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. No such contest or objection shall be deemed or construed in any way as relieving, modifying or extending Developer's covenants to pay any such Governmental Charge at the time and in the manner provided in this Agreement unless Developer has given prior written notice to DPD of Developer's intent to contest or object to a Governmental Charge and, unless, at DPD's sole option:
Developer shall demonstrate to DPD's satisfaction that legal proceedings instituted by 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
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.
Developer's Failure To Pay Or Discharge Lien. If Developer fails to pay any Governmental Charge or to obtain discharge of the same, Developer shall advise 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 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 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 Developer fails to pay any Governmental Charge, the City, in its sole discretion, may require Developer to submit to the City audited Financial Statements at Developer's own expense.
FOIA and Local Records Act Compliance.
(a) FOIA. The Developer acknowledges that the City is subject to the Illinois Freedom of Information Act, 5 ILCS 140/1 et. seq., as amended ("FOIA"). The FOIA requires the City to produce records (very broadly defined in FOIA) in response to a FOIA request in a very short period of time, unless the records requested are exempt under the FOIA. If the Developer receives a request from the City to
14
produce records within the scope of FOIA, then the Developer covenants to comply with such request within 48 hours ofthe date of such request. Failure by the Developer to timely comply with such request shall be an Event of Default.
Exempt Information. Documents that the Developer submits to the City with the Annual Compliance Report or otherwise during the Term of the Agreement that contain trade secrets and commercial or financial information may be exempt if disclosure would result in competitive harm. However, for documents submitted by the Developer to be treated as a trade secret or information that would cause competitive harm, FOIA requires that Developer mark any such documents as "proprietary, privileged or confidential." If the Developer marks a document as "proprietary, privileged and confidential", then DPD will evaluate whether such document may be withheld under the FOIA. DPD, in its discretion, will determine whether a document will be exempted from disclosure, and that determination is subject to review by the Illinois Attorney General's Office and/or the courts.
Local Records Act. The Developer acknowledges that the City is subject to the Local Records Act, 50 ILCS 205/1 et. seq, as amended (the "Local Records Act"). The Local Records Act provides that public records may only be disposed of as provided in the Local Records Act. If requested by the City, the Developer covenants to use its best efforts consistently applied to assist the City in its compliance with the Local Records Act
SECTION 7. MAINTAINING RECORDS AND RIGHT TO INSPECT
Books and Records. The Developer, the general contractor and each subcontractor shall keep and maintain books and records that fully disclose the total actual cost of the Project and the disposition of all funds from whatever source allocated thereto and as otherwise necessary to evidence the Developer's compliance with its obligations under this Agreement, including, but not limited to, payroll records, general contractor's and subcontractors' sworn statements, general contracts, subcontracts, purchase orders, waivers of lien, paid receipts and invoices and the like. Such books and records shall be available at the applicable party's offices for inspection, copying, audit and examination by an authorized representative of the City, at the Developer's expense.
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.
SECTION 8. ENVIRONMENTAL MATTERS
The Developer hereby represents and warrants to the City that it has conducted environmental studies sufficient to conclude that the Project may be constructed, completed and operated in accordance with the requirements of all Environmental Laws and this Agreement. The Developer agrees 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 and relating to the Project or the Property.
SECTION 9. INDEMNIFICATION
15
Developer agrees to indemnify, defend and hold the City, its officers, officials, members, agents and employees harmless from and against any and all losses, costs, damages, liabilities, claims, suits, judgments, demands, actions, causes of action of every kind or nature and expenses (including, without limitation, attorneys' fees and court costs) arising out of or incidental to the failure of Developer to perform its obligations under this Agreement. Upon reasonable notice from the City of any claim which the City believes to be covered hereunder, Developer shall timely appear in and defend all suits brought upon such claim and shall pay all costs and expenses incidental thereto, but the City shall have the right, at its option and at its own expense, to participate in the defense of any suit, without relieving Developer of any of its obligations hereunder. The obligations set forth in this section shall survive any termination or expiration of this Agreement.
SECTION 10. DEFAULT AND REMEDIES
10.01 Events of Default. The occurrence of any one or more of the following events, subject to the provisions of Section 6 (Covenants, Representations, and Warranties of Developer), shall constitute an "Event of Default" by the Developer hereunder:
the failure of Developer to complete the Project in accordance with the terms of this Agreement;
the failure of the Developer to comply with any covenant or obligation, or the breach by the Developer of any representation or warranty, under this Agreement or any related agreement;
the making or furnishing by Developer 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;
the commencement of any bankruptcy, insolvency, liquidation or reorganization proceedings under any applicable state or federal law, or the commencement of any analogous statutory or non-statutory proceedings involving the Developer; provided, however, that if such commencement of proceedings is involuntary, such action shall not constitute an Event of Default unless such proceedings are not dismissed within sixty (60) days after the commencement of such proceedings;
the appointment of a receiver or trustee for the Developer, for any substantial part of the Developer's assets or the institution of any proceedings for the dissolution, or the full or partial liquidation, or the merger or consolidation, of the Developer; provided, however, that if such appointment or commencement of proceedings is involuntary, such action shall not constitute an Event of Default unless such appointment is not revoked or such proceedings are not dismissed within sixty (60) days after the commencement thereof;
the entry of any judgment or order against the Developer or the Property which remains unsatisfied or undischarged and in effect for sixty (60) days after such entry without a stay of enforcement or execution; or
the dissolution of the Developer or the death of any natural person who owns a 50% or more ownership interest in the Developer, unless, in the case of a death, the Developer establishes to the DPD's satisfaction that such death shall not impair the Developer's ability to perform its executory obligations under this Agreement.
16
Remedies. Upon the occurrence of an Event of Default, the City may seek revocation of the Tax Incentive pursuant to the County Tax Incentive Ordinance, terminate this Agreement and all related agreements, and/or, in any court of competent jurisdiction by any action or proceeding at law or in equity, pursue and secure any other available remedy.
Cure Period, (a) In the event Developer shall fail to perform a monetary covenant which Developer is 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 Developer has 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.
Developer shall be entitled to one 18-month cure period, which can be extended an additional six (6) months in the reasonable discretion of the Commissioner of DPD (for a total of 24 months), commencing on the date of issuance of the Certificate for failure to perform under Section 6.04 (Occupancy Covenant) and Section 6.05 (Jobs Covenant). Any cure period under this Section 10.03(b) shall not count toward the Compliance Period of this Agreement. If one failure to perform under either Section 6.04 or Section 6.05 has occurred and been cured as set forth in this Section 10.03(b), then any subsequent failure to perform under either Section 6.04 or Section 6.05 shall constitute an Event of Default.
In the event Developer shall fail to perform any other non-monetary covenant which Developer is 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 Developer has 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, Developer shall not be deemed to have committed an Event of Default under this Agreement if it has 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; provided, further, that there shall be no cure period under this Section 10.03 with respect to Developer's failure to comply with Section 6.03 (Operations Covenant).
SECTION 11. MORTGAGING OF THE PROJECT
No mortgagee shall have the right to succeed to the Developer's rights under this Agreement unless the sale, assignment, or transfer receives the sole written consent of the City. This consent shall be in the City's sole discretion and which, if granted, may be conditioned upon, among other things, the assignee's assumption of all of the Developer's obligations under this Agreement.
SECTION 12. GENERAL PROVISIONS
12.01 Amendment. This Agreement and the Exhibits attached hereto may not be amended or modified without the prior written consent of the parties 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 12.01 shall be defined as any deviation from the terms of the Agreement which (i) operates to cancel or otherwise reduce any developmental or construction obligations of Developer by more than ten percent (10%); (ii) materially changes the Project site or character ofthe Project or any activities undertaken by
17
Developer affecting the Project site, the Project, or both; (iii) increases any time agreed for performance by Developer by more than one-hundred and eighty (180) days; (iv) decreases the Minimum Project Investment by five percent (5%) or more; or (v) decreases the MBE/WBE Budget by ten percent (10%) or more.
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.
Limitation of Liability. No member, official or employee of the City shall be personally liable to Developer or any successor in interest in the event of any default or breach by the City or for any amount which may become due to Developer from the City or any successor in interest or on any obligation under the terms of this Agreement.
Further Assurances. The Developer agrees 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.
No Implied Waivers. No waiver by either Party of any breach of any provision of this Agreement will be a waiver of any continuing or succeeding breach of the breached provision, a waiver of the breached provision itself, or a waiver of any right, power or remedy under this Agreement. No notice to, or demand on, either Party in any case will, of itself, entitle that Party to any further notice or demand in similar or other circumstances.
Titles and Headings. Titles and headings to paragraphs contained in this Agreement are for convenience only and are not intended to limit, vary, define or expand the content of this Agreement.
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 of any other remedies of such party unless specifically so provided herein.
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.
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.
Governing Law and Venue. This Agreement will be governed by and construed in accordance with the internal laws of the State of Illinois, without regard to the principles of conflicts of law thereof. 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.
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
18
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 determinations of satisfaction, granting the Certificate or otherwise administering this Agreement for the City.
Binding Effect. This Agreement shall be binding upon Developer, the City and their respective successors and permitted assigns (as provided herein) and shall inure to the benefit of Developer, 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.
Force Majeure. Neither the City nor the Developer nor any successor in interest to either 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, civil unrest which may render the Property or surrounding area unsafe, pandemic, 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 ofthe 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 ofthe actual number of days of delay effected by any such events described above.
Notices. Unless otherwise specified, any notice, demand or request required hereunder shall be given in writing at the Notice Address, by any ofthe following means: (a) personal service; (b) overnight courier, or (c) registered or certified mail, return receipt requested.
Severability. If any provision of this Agreement, or the application thereof, to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect only if, after excluding the portion deemed to be unenforceable, the remaining terms shall provide for the consummation of the transactions contemplated hereby in substantially the same manner as originally set forth herein.
Survival of Agreements. All warranties, representations, covenants and agreements of this Agreement shall be true, accurate and complete at the time of the execution of this Agreement, and shall survive the execution, delivery and acceptance hereof by the parties hereto and shall be in effect throughout the Term of the Agreement.
Exhibits. All of the exhibits attached to this Agreement are incorporated into this Agreement by reference.
Business Relationships. The Developer acknowledges (A) receipt of a copy of Section 2-156-030 (b) of the Municipal Code, (B) that Developer has read such provision and understands that pursuant to such Section 2-156-030 (b), it is illegal for any elected official ofthe City, or any person acting
19
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), 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), 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 ofthis Agreement and the transactions contemplated hereby. The Developer hereby represents and warrants that, to the best of its knowledge after due inquiry, no violation of Section 2-156-030 (b) has occurred with respect to this Agreement or the transactions contemplated hereby.
12.19. Business Economic Support Act. Pursuant to the Business Economic Support Act (30 ILCS 760/1 et seci.), if Developer is required to provide notice under the WARN Act, Developer 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 of the Senate of State, and the Mayor of each municipality where Developer has locations in the State.
20
Exhibit A Property
The six (6) tax parcels identified by the permanent index numbers (PINs) that follow will operate as a children's psychiatric care hospital to be known as the Clarendon Campus ofthe Montrose Chicago Behavioral Health Hospital:
Parcel 1: 14-17-206-041-0000
THE WEST 10 FEET OF LOT 7 AND ALL OF LOT 8 IN JOSEPH A. W. REES' SUBDIVISION OF THE SOUTH 10 RODS OF THE NORTH 40 RODS OFTHE EAST 1/2 OFTHE NORTHWEST 1/4 OF SECTION 17TOWNSHIP 40 NORTH, RANGE 14 EASTOFTHETHIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS
Parcel 2: 14 - 17 - 206 - 044 - 0000
LOT 5 IN JOSEPH A. W. REES' SUBDIVISION OFTHE SOUTH 10 RODS OF THE NORTH 40 RODS OF THE EAST 1/2 OF THE NORTHWEST 1/4 OF SECTION 17 TOWNSHIP 40 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Parcel 3: 14 -17 - 206 - 045 - 0000
LOT4 IN JOSEPH A. W. REES'SUBDIVISION OFTHE SOUTH 10 RODS OF THE NORTH 40RODSOFTHE EAST 1/2 OFTHE NORTHWEST 1/4 OF SECTION 17 TOWNSHIP 40 NORTH, RANGE 14 EASTOFTHETHIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Parcel 4: 14 -17-206-052-0000
LOT 1 AND THE EAST 30 FEET OF LOT 2 IN HORACE A. GOODRICH'S SUBDIVISION OFTHE SOUTH 10 RODS OF THE NORTH 30 RODS OFTHE EAST 1/2 OFTHE NORTHEAST 1/4 OFSECTION 17 TOWNSHIP 40 NORTH, RANGE 14 EASTOFTHETHIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
•
Parcel5: 14 -17-206-053-0000
LOTS 1 THROUGH 3 IN JOSEPH A. W. REES' SUBDIVISION OFTHE SOUTH 10 RODS OFTHE NORTH 40 RODS OF THE EAST 1/2 OFTHE NORTHWEST 1/4 OFSECTION 17TOWNSHIP 40 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Parcel 6: 14-17-213-007-0000
LOT 6 IN JOHN N. YOUNG'S SUBDIVISION OF THE SOUTH 5 ACRES OF THE NORTH 25 ACRES OF THE EAST 1/2 OF THE NORTHEAST 1/4 OFSECTION 17 TOWNSHIP 40 NORTH, RANGE 14 EAST OFTHE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Commonly known as: 4720 North Clarendon, Chicago, IL 60640
21
The five (5) tax parcels identified by the permanent index numbers (PINs) that follow will operate as an adult psychiatric care hospital to be known as the Main Building of the Montrose Chicago Behavioral Health Hospital:
Parcel 1: 14-08-418-046-0000
THE WEST 14 FEET OF LOT 68 AND THE EAST 18 FEET OF LOT 69 IN CASTLEWOOD SUBDIVISION OF THAT PART OF LOT 4 OF FUSSEY AND FENNIMORE SUBIVISION LYING EAST OF THE CENTER LINE OF SHERIDAN ROAD AND NORTH OF THE SOUTH 5.2 CHAINS OF SECTION 8 TOWNSHIP 40 NORTH, RANGE 14 EASTOFTHETHIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Parcel 2: 14-08-418-047-0000
THE EAST 36 FEET OF LOT 68 IN CASTLEWOOD SUBDIVISION OF THAT PART OF LOT 4 OF FUSSEY AND FENNIMORE SUBIVISION LYING EAST OF THE CENTER LINE OF SHERIDAN ROAD AND NORTH OFTHE SOUTH 5.2 CHAINS OF SECTION 8 TOWNSHIP 40 NORTH, RANGE 14 EAST OF TH6THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Parcel 3: 14-08-418-048-0000
LOT 67 IN CASTLEWOOD SUBDIVISION OFTHAT PART OF LOT 4 OF FUSSEY AND FENNIMORE SUBIVISION LYING EASTOFTHE CENTER LINE OFSHERIDAN ROAD AND NORTH OF THE SOUTH 5.2 CHAINS OF SECTION 8 TOWNSHIP 40 NORTH, RANGE 14 EAST OFTHE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Parcel 4: 14-08-418-049-0000
LOT 66 IN CASTLEWOOD SUBDIVISION OFTHAT PART OF LOT 4 OF FUSSEY AND FENNIMORE SUBIVISION LYING EASTOFTHE CENTER LINE OFSHERIDAN ROAD AND NORTH OF THE SOUTH 5.2 CHAINS OFSECTION 8 TOWNSHIP 40 NORTH, RANGE 14 EAST OFTHE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY,.ILLINOIS.
Parcel 5: 14-08-418-050-0000
LOT 65 AND A STRIP OF LAND EAST AND ADJOINING BEING 81/2 INCHES AT THE NORTH LINE AND 8 7/8 INCHES ATTHE SOUTH LINE OF SAID LOT 65 IN CASTLEWOOD SUBDIVISION OF THAT PART OF LOT 4 OF FUSSEY AND FENNIMORE SUBIVISION LYING EAST OF THE CENTER LINE OF SHERIDAN ROAD AND NORTH OFTHE SOUTH 5.2 CHAINS OFSECTION 8 TOWNSHIP 40 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Commonly known as: 4840 North Marine Drive, Chicago, IL, 60640
22
The three (3) tax parcels identified by the permanent index numbers (PINs) that follow will operate as an outpatient facility to be known as the Lawrence Building ofthe Montrose Chicago Behavioral Health Hospital:
Parcel 1:14-08-419-029-0000
LOT 43 IN SNOW AND DICKINSON'S SUBDVISION OF PART OF BLOCK 4 OF A SUBDIVISION OFTHE SOUTHEAST FRACTIONAL 1/4 OF SECTION 8 TOWNSHIP 40 NORTH, RANGE 14 EAST OFTHE THIRD PRINCIPALMERIDIAN, IN COOK COUNTY, ILLINOIS.
Parcel 2: 14-08-419-030-0000
LOTS 44 AND 45 IN SNOW AND DICKINSON'S SUBDVISION OF PART OF BLOCK 4 OF A SUBDIVISION OF THE SOUTHEAST FRACTIONAL 1/4 OF SECTION 8TOWNSHIP 40 NORTH, RANGE 14 EAST OFTHE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Parcel 3: 14-08-419-031-0000
LOT 46 IN SNOW AND DICKINSON'S SUBDVISION OF PART OF BLOCK 4 OF A SUBDIVISION OF THE SOUTHEAST FRACTIONAL 1/4 OF SECTION 8 TOWNSHIP 40 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Commonly known as: 850 West Lawrence Avenue, Chicago, IL 60640
23
Exhibit B MBE/WBE Budget
$75,080,109 $17,425,963
M/WBE Targets MBE WBE
TOTAL M/WBE BUDGET:
$ 4,530,750 (26%) $ 1,045,558 (6%)
$ 5,576,378
24
Exhibit C
Insurance Requirements
Developer shall comply, and require its general contractor and subcontractors to comply, with the City's insurance requirements for the monitoring term. All Contractors and subcontractors are subject to the same insurance requirements of Developer unless otherwise specified in the Agreement.
Developer must furnish the Department of Planning and Development with the Certificates of Insurance, or such similar evidence, to be in force on the date of the Agreement, and Renewal Certificates of Insurance, or such similar evidence, if the coverages have an expiration or renewal date occurring during the term of the Agreement. Developer must submit evidence of insurance prior to closing. Developer shall advise all insurers ofthe Agreement provisions regarding insurance.
The insurance must provide for 60 days prior written notice to be given to the City in the event coverage is substantially changed, canceled, or non-renewed.
COMMERCIAL GENERAL LIABILITY INSURANCE (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.
Coverage must include the following: All premises and operations, products/completed operations, explosion, collapse, underground, separation of insured, 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.
WORKERS COMPENSATION AND EMPLOYER'S 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.
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 $1,000,000 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.
25
Exhibit D Annual Compliance Report
Chicago BH Hospital, LLC Agreement Dated as of [INSERT DATE] [INSERT YEAR] Annual Compliance Report
Pursuant to Section 6.06 ofthe above referenced redevelopment agreement ("RDA") and Section 2-45-160 ofthe Municipal Code, Chicago BH Hospital, LLC ("Developer") is committed to providing an annual compliance report.
Obligations under Section 2-145-160 of the Municipal Code from , 202 through
July 31, 202_:
An affidavit from the Developer detailing the current status of the Project and certification that it meets any obligations or compliance requirements specified in the ordinance or resolution adopted by the City Council approving the Tax Incentive or in the RDA;
A jobs report providing anonymized information on each employee, including their status as full-time or part-time; the ZIP code of the employee's primary residency; the employee's total employment tenure in months; and a statement of whether the employee's wages are in compliance with the minimum wage as specified by Mayoral Executive Order 2014-1 and the Chicago Minimum Wage rate as specified in Chapter 1-24 ofthe Municipal Code;
Any reports, affidavits, or other statements required to be filed with Cook County or the Cook County Assessor for the applicable annual period; and
Such other reports as may be specified in the ordinance or resolution adopted by the City approving the Tax Incentive, the RDA, or as may be otherwise agreed to in writing by the Developer in connection therewith.
Obligations under the Agreement from , 202 through July 31, 202_:
Itemize each of Developer's obligations under this Agreement during the preceding calendar year.
Compliance with the Operations Covenant (Section 6.03) - Pursuant to Section 6.03 of the RDA, the Project is required to maintain its operations at the Project.
Compliance with the Occupancy Covenant (Section 6.04) - Pursuant to Section 6.04 of the RDA, the Project is required to maintain that not less than seventy-five percent (75%) of the Project shall remain open, occupied, and otherwise open for business.
Compliance with the Jobs Covenant (Section 6.05) - Pursuant to Section 6.05 of the RDA, the Project is required to create and retain a minimum number of FTE jobs at the Project.
Delivery of updated insurance certificate (Section 6.09)
Provide evidence of payment of Non-Governmental Charges (Section 6.13)
Compliance with all executory provisions of the RDA.
Certify Developer's compliance or noncompliance with such obligations.
26
The Project is in operation.
The Property is [INSERT PERCENTAGE] occupied.
The Project Has [INSERT NUMBER] FTE jobs.
Attach evidence of such compliance or noncompliance.
Certify that Developer is not in default beyond applicable notice and cure period with respect to any provision of the Agreement or any related agreements;
• Developer hereby certifies that the project is not in default with any provisions of the Agreement. Attachments
I certify that the Developer is not in default with respect to any provision of the Redevelopment Agreement, or any related agreements.
Chicago BH Hospital, LLC [INSERT DATE]
27
Exhibit E Construction Compliance
AGREEMENTS WITH CONTRACTORS
Bid Requirement for General Contractor and Subcontractors. Prior to entering into an agreement with a General Contractor or any subcontractor for construction of the Project, 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, if requested, for its inspection and written approval, (i) 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.
Construction Contract. Prior to the Closing Date, the Developer must provide DPD with a certified copy ofthe construction contract, together with any modifications, amendments or supplements thereto, and upon DPD's request, a copy of any subcontracts. Photocopies of all contracts or subcontracts entered or to be entered into in connection with the Project shall be provided to DPD within five (5) business days ofthe execution thereof.
Performance and Payment Bonds. Prior to the commencement of any portion of the Project which includes work on the public way, the Developer must require the General Contractor to be bonded for its payment by sureties having an AA rating or better using a bond in a form acceptable to the City. The City shall be named as obligee or co-obligee on any such bonds.
Employment Profile. Upon DPD's request, the Developer, the General Contractor and all subcontractors must submit to DPD statements of their respective employment profiles. Developer shall contractually obligate and cause the General Contractor and each subcontractor to agree to the Construction Hiring Requirements.
Other Provisions. In addition to the requirements of Agreements with Contractors, the Construction Contract and each contract with any subcontractor shall contain provisions required pursuant to Section 3.05 (Change Orders), Exhibit E. Construction Hiring Requirements, and Section 9.01 (Books and Records) ofthe RDA.
CONSTRUCTION HIRING REQUIREMENTS
1. . Employment Opportunity. The Developer shall contractually obligate its or their various contractors, subcontractors or any Affiliate of the Developer operating on the Property (collectively, with the Developer, the "Employers" and individually'an "Employer") to agree, that for the Term of this Agreement with respect to Developer and during the period of any other party's provision of services in connection with the construction of the Project or occupation of the Property:
(a) 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,
28
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 non-discriminatory manner with regard to all job-related matters, including without limitation: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 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.
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 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 Area.
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.
Each Employer, in order to demonstrate compliance with the terms of this Paragraph, 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.
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 with any Affiliate operating on the Property, so that each such provision shall be binding upon each contractor, subcontractor or Affiliate, as the case may be.
Failure to comply with the employment obligations described in this paragraph shall be a basis for the City to pursue its remedies under the Redevelopment Agreement.
2. Prevailing Wage. The Developer, the General Contractor and all subcontractors must pay the prevailing wage rate as ascertained by the Illinois Department of Labor (the "Department"), to all persons working on the Project. All such contracts shall list the specified rates to be paid to all laborers, workers and mechanics for each craft or type of worker or mechanic employed pursuant to such contract. If the Department revises such prevailing wage rates, the revised rates shall apply to all such contracts. Upon
29
the City's request, the Developer shall provide the City with copies of all such contracts entered into by the Developer or the General Contractor to evidence compliance with this Prevailing Wage.
3. City Resident Construction Worker Employment Requirement. The Developer agrees for itself and its successors and assigns, and shall contractually obligate its General Contractor and shall cause the General Contractor to contractually obligate its 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 of the 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, its General Contractor 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 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 ofthe 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, the General Contractor 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, the General Contractor 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, 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, the General Contractor 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 ofthe Developer, the General Contractor and each subcontractor to provide utilization of actual Chicago residents (but not sufficient for the granting of a waiver request as provided for in the standards and procedures developed by the Chief Procurement Officer) shall not suffice to replace the actual, verified achievement of the requirements of this Paragraph concerning the worker hours performed by actual Chicago residents.
30
When work at the Project is completed, in the event that the City has determined that the Developer has failed to ensure the fulfillment of the requirement of this Paragraph 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 Paragraph. 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 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 ofthe categories. The willful falsification of statements and the certification of payroll data may subject the Developer, the General Contractor and/or the subcontractors to prosecution. Any retainage to cover contract performance that may become due to the Developer pursuant to Section 2-92-250 ofthe Municipal Code of Chicago may be withheld by the City pending the Chief Procurement Officer's determination as to whether the Developer 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 shall cause or require the provisions ofthis paragraph to be included in all construction contracts and subcontracts related to the Project.
4. MBE/WBE Commitment. The Developer agrees for itself and its successors and assigns, and, if necessary to meet the requirements set forth herein, shall contractually obligate the General Contractor to agree that, during the Project:
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 seq., 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 ofthis paragraph 4., during the course ofthe Project, at least the following percentages ofthe MBE/WBE Budget attached hereto as Exhibit B (as these budgeted amounts may be reduced to reflect decreased actual costs) shall be expended for contract participation by MBEs or WBEs:
At least 26 percent by MBEs And
At least 6 percent by WBEs.
For purposes of MBE/WBE Commitment only, the Developer (and any party to whom a contract is let by the Developer in connection with the Project) shall be deemed a "contractor" and this Agreement (and any contract let by the Developer in connection with the Project) shall be deemed a "contract" as such terms are defined in Section 2-92-420, Municipal Code of Chicago.
31
Consistent with Section 2-92-440, Municipal Code of Chicago, the Developer's MBE/WBE commitment may be achieved in part by the Developer's status as an MBE or WBE (but only to the extent of any actual work performed on the Project by the Developer), or by a joint venture with one or more MBEs or WBEs (but only to the extent ofthe lesser of (i) the MBE or WBE participation in such joint venture or (ii) the amount of any actual work performed on the Project by the MBE or WBE), by the Developer utilizing a MBE or a WBE as a General Contractor (but only to the extent of any actual work performed on the Project by the General Contractor), by subcontracting or causing the General Contractor to subcontract a portion of the 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's MBE/WBE commitment as described in this paragraph 4. The Developer or the General Contractor may meet all or part of this commitment through credits received pursuant to Section 2-92-530 ofthe Municipal Code of Chicago forthe voluntary use of MBEs or WBEs in its activities and operations other than the Project.
Prior to the City's issuance of a Final Certificate, the Developer shall provide to DPD a final report describing its efforts to achieve compliance with this MBE/WBE commitment. Such report shall include inter alia the name and business address of each MBE and WBE solicited by the Developer or the General Contractor to work on the Project, and the responses received from such solicitation, the name and business address of each MBE or WBE actually involved in the 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's compliance with this MBE/WBE commitment. DPD has access to the Developer's books and records, including, without limitation, payroll records, books of account and tax returns, and records and books of account in accordance with the Redevelopment Agreement, on five (5) business days' notice, to allow the City to review the Developer's compliance with its commitment to MBE/WBE participation and the status of any MBE or WBE performing any portion ofthe Project.
Upon the disqualification of a,ny MBE or WBE General Contractor or subcontractor, if such status was misrepresented by the disqualified party, the Developer shall be obligated to discharge or cause to be discharged the disqualified General Contractor or subcontractor and, if possible, identify and engage a qualified MBE or WBE as a replacement. For purposes ofthis Subsection (e), the disqualification procedures are further described in Section 2-92-540, Municipal Code of Chicago.
Any reduction or waiver of the Developer's MBE/WBE commitment as described in this paragraph 4 shall be undertaken in accordance with Section 2-92-450, Municipal Code of Chicago.
Prior to the commencement of the Project, the Developer, the General Contractor and all major subcontractors shall be required to meet with the monitoring staff of DPD with regard to the Developer's compliance with its obligations under this Agreement. During this meeting, the Developer shall demonstrate to DPD its plan to achieve its obligations under this Agreement, the sufficiency of which shall be approved by DPD. During the Project, the Developer shall, upon the request of the monitoring staff of DPD, such interim reports as the monitoring staff may require. Failure to submit such documentation on a timely basis, or a determination by DPD, upon analysis of the documentation, that the Developer is not complying with its obligations hereunder shall, upon the delivery of written notice to the Developer, be deemed an Event of Default hereunder.
32
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:
Chicago BH Hospital. LLC (d/b/a Montrose Behavioral Health Hospital)
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS Is:
[X) the Applicant
OR
[ ] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as tlie
"Matter"), a direct or indirect interest In excess of 7,5% in the Applicant, Slate the Applicant's legal
name: :
OR
[ ] a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:
B. Business address ofthe Disclosing Party: 6100 Tower Circle, Ste 1000
Franklin, TN 37067
C Telephone: 615-861-7578 Fax: Email: lerrY.corbett@acadtahealthcarc.com
Name of contact person: Terry Coffaeh
Federal Employer Identification No. (Ifyou have one):
Brief description ofthe Matter to which this EDS pertains. (Include project number and location of property, If applicable): Request for resolution supporting a class 7(c) incentive for the following properties,,
4720 North Clarendon, Chicago, IL, 4840 North Marine Drive, Chicago, IL, 850 West Lawrence Avenue, Chicago, IL
Which City agency or department Is requesting this EDS 1 Department of Plannmgjind Development
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following: *
Specification # N/A and Contract U N/A
Vcr.2018-1 Page I of 15
SECTION n ~ DISCLOSURE OC OWNERSHIP INTERESTS
A. NATORB OP THE DISCLOSINO PARTY
1, Indicate Ihe nature ofthe Disclosing Party;
( ] Person [*] Limited liability company
( ] Publloly registered business corporation [ j Limited liability partnership
( j Privately held business corporation [ j Joint venture
( j Sole proprietorship [ ] Not-for-profit corporation
( J General partnership (Is me not-foi^rofit corporation also a 501(c)(3))?
1 j Limited parmership [ ] Yea [ ] No
( ] Trust [ ] Other (please specify)
2, For legal entitles, Ihe slate (or foreign country) of Incorporation or organization, if applicable:
Delaware
3. For legal entitles not organized In the State oflllinois: Has (he organization registered to do business in the State oflllinois as a foreign entity?
U] Yes [ ] No [ 1 Organised In Illinois
B. IF THE DISCLOSINO PARTY IS A LBOAL BNTTFY;
I. List below (he mil names and titles, if applicable, of. (i) all executive officers and all directors of (he entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entitles"); (IH) for tnute, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (Iv) for general or limited partnerships, limited liability companies, limited liability partnerships or Joint ventures, eaoh general partner, managing member, manager or any other person or legal entity that directly or Indirectly controls the day-to-day management of the Applicant
NOTE: Eaoh legal entily listed below must submit an BDS on ite own behalf.
Name Title
See Exhibit 1, Attached
2. Please provide the following information concerning each person or legal entity having a direct or Indirect, current or prospective (l.e, wlttlntf months afterClty action) beneficial interest (tooludlng ownership) In excess of 7.5% of the Applicant, Examples of such an Interest Include shares in a corporation, partnership interest in a partnership or joint venture, Interest of a member or manager in a
pflflojorts
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Baoh legal entity Hated below may bo required to submit an BDS on its own behalf,
Name Business AddcesB Percentage Intorost in the Applicant
Acadia HwliticaneCompany, Inc fi!00Te\«rClK)e,St«,tO0O teiM. P«nW(it,W370<7
SECTION m - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Parly provided any incomo or compensation lo any City elected official during the
12»month period preceding tho date ofthis BDS? tlYes fx] No
Does the Disotosing Party reasonably expect to provide any income or compensation to any City electedofflolalduringmel2-monmperiodfoUawIcgtftedQteofthl8BDS? []Yes (icJNo
If "yes" to either ofthe above, please identify below tho rtamo(s) of such Cily elected officials) and describe euoh Income or compensation:
Does any City elected official or, to the best of tlie Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domesdo partner, have a financial interest (as defined in
Chapter 2-156 ofthe Munlolpal Code of Chicago (^MCC8)) m the Disclosing Party?
[]Yes Del No
If "yes," please identify below the name(s) of suoh City elected offlciaI(a) and/or spouse(8)/domesdo partners) and describe the financial interest(8),
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of eaoh subcontractor, attorney, lobbyist (as defined In MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Parly has retained or expects to retain in connection with tho Matter, as well aa the nature ofthe relationship, and the total amount ofthe fees paid or estimated to be paid, The Disclosing Party la not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. Ifthe Disclosing Parly 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 ofIS
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated,) NOTE:
to be retained) m w Rmdo|ph St lobbyist, etc.) "hourly rate" or "t.b.d." is
suite 2950, Chicago,' not an acceptable response.
Verros Borkshire, PC il 60606 Attorney $30,000
(Add sheets if necessary)
pC] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term,
Has any person who directly or indirectly owns 10% or more of tlie Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ]Yes [ ] No fx] No person directly or indirectly owns 10% or more of the Disclosing Party,
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
Page 4 of 15
The Dlsoloslug Party and, If tho Disclosing Party la a legal entity, all of tUosopecsona or entitles Identified In Section 11(B)(1) of tlvls BDS:
a. are not presently debarred, suspended, proposed for debarment, declared Ineligible or voluntarily
excluded from any transactions by any federal, Btflte or local unit of government;
b, have not, during the 5 years before the dato ofthis EDS, been convicted of a criminal offense,
adjudged guilty, or (tad a oh/it judgment rendered against (Item In connection with: obtaining,
attempting to obtain, or performing a public (federal, state or local) transaction, or contract under a
public transaction; a violotion of federal or state antitrust statutes; fraud; embezzlement; theft; forgery;
bribery; falsification or destruction of records; making false statements; or receiving stolen property;
o, are not presently indicted for, or criminally or civilly oharged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth lu subparagraph (b) above;
have not, during the 5 years before the date ofthis BDS, bad one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during tho 5 years before (he date ofthis BDS, 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^ovenunont, any state, or any other unit of local government
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics),
Certlflca«ltms(5),(6)aiid(7)concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to alt persons or legal entitles disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties0);
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Dlsoloslug Party, Is controlled by the Disclosing Party, or is, with the Diaotosing Parly, under common control of another person or entily). 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, tho term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, la controlled by It, or, with the Contractor, Is under common control of another parson 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 ofthe Disclosing Party, any Contrnotor or any Affiliated Bntity (collectively "Agents").
Poflo Softs
Noither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either tlie Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this BDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before tlie date of such Contractor's or Affiliated Bntltys contract or engagement In connection with the Matter:
a. 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 tho federal government
or ofany state or local government in the United States of America, in that officer's or employee's
official oopaolty;
b, 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
o. made an admission of suoh conduct desoribed ln subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for suoh conduct; or
d. violated the provisions referenced in MCC Subsection 2-92-32fl(a)(4XConlraota Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Mlnlmum Wage Ordinance).
Neither tho Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, ia barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bld-rtflguig in violation of720 ILCS 5/33E-3; (2) bid-rotating In violation of720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United Slates of America lhat contains the same elements as tbe offense of bid-rigging or bid-rotating.
Neither the Dlsotosing Party nor any Affiliated Bntity Is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (I) Neither tbe Applicant nor any "controlling person" (fifig MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving aotual, 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 (Ji) the Applicant understands and acknowledges that compliance with Artlole I is a continuing requirement for doing business with Ihe City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 3-year compliance timeframes In this Section V.
(FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. BPA on the federal System for Award Management ("SAM1*).
[FOR APPLICANT ONLY] The Applicant will obtain from any contraotors/subcontractora hired or to be hired in connection with the Matter certifications equal in form and substance to those In Certifications (2) and (9) above and will not, without tlie prior written consent ofthe City, use any such Ver.20l8-t PngiXSoMS
contraotor/subeontracior that does not piovide such certifications or diat tho Applioant haa reason to believe Has not provided or cannot provide truthful certifications.
11, If tlie Dlsolosing Party is unablo to certify to any of the above statements in this Part B (Further Certifications), the Dlsolosing Party must explain below; Nono
rf the letters "NA," the word "None," or no response appears on tho Unas above, it will be conclusively presumed that the Dlsolosing Party certified to the above statements.
12. To the best of tho Disclosing Party*s knowledge after reasonable I nqulry, the following la a complete list of all current employees of (lie Dlsolosing Party who were, at any timo during the 12-month period preceding the date of thia EDS, an employee, or elected or appointed offiolal, ofthe City of Chicago (If none, Indicate with "N/A" or "none").
None
13. To the best ofthe Dlsolosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party baa given or caused to be given, at any time during the 12-month period preceding the execution date of tills EDS, to an employee, or elected or appointed official, ofthe City of Chioago. For purposes ofthis statement, a "gift11 does not include: (i) anything made generally available to City employees or to the general publto, or (li) food or drink provided in the courso of offiolal City business and having a retail valuo of less titan $25 per recipient, or (ill) a political contribution otherwise duly reported es required by law (If none, indicate with "N/A" or "nono"). As to any gift listed below, pleaso also list the name ofthe City recipient,
,
C. CERTIFICATION OF STATUS AS FINANCIAL WST1TOTION
The Dlsolosing Party certifies that the Disclosing Party (check ona)
[]ls DC] Is not
a "finanotal Institution" as defined In MCC Section 2-32-45S(b).
If die Dlsolosing Party IS a Onanolal institution, then the Disclosing Party pledges:
"We are not and will not become a predatory leader as defined In MCC Chapter 2-32. Wo further pledge that nono of our affiliates is, and none of them will become, a predatory lender as defined In MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the Cily."
FafloToflS
Ifthe Dlsolosing Party Is unable to make this pledge because It or any of Its affiliates (as doflned ln MCC Section 2-32-455(b)) Is a predatory lender wilhln tho meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary);
If the letters "NA," the word "None," or no response appears on the lines above, It will be conoluslvely presumed that the Disclosing Patty certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINBSS
Any words or terras defined In MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the beat ofthe Dlsolosing Party's knowledge after reasonable Inquiry, does any official or employee ofthe City have a financial Inteiest in his or her own name or In tlie name ofany other person or entity in the Matter?
tJYes DcJNo
NOTB: Ifyou checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E
Unless sold pursuant to a process of competitive bidding, or otherwise pennitted, no City elected official or employee shall have a financial interest tn his or her own namo or la tlie name ofany olher person or entity in tho purchase ofany property that (() belongs to the City, or (il) Is sold for taxes or assessments, or (ifl) is sold by virtue of legal process at the suit ofthe City (collectively, "dry Property Sale"), Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial Interest within the meaning ofthis Part D,
Does the Matter involve a City Property Sate?
t ]Yos DO No
Ifyou checked "Yes" to Item D(t), provide the names and business addresses of the City offlolala or employees having such ftnanolal Interest and identify the nature ofthe financial interest:
Name Business Address Nature of Financial Interest
4. The Disclosing Party further certifies that no prohibited finanolal Interest In the Matter will be acquired by any City official or employee.
Ver.2018-1 PaeoSoflS
B. CERTIFICATION REGARDING SLAVBRY BRA BUSINESS
Please check either (1) or (2) below. If the Dlsolosing Party cheeks (2), tho Dlsolosing Party must dlsoloso below or In an attachment to this BDS all hrfonnarion required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City tn connection with the Matter voidable by the City.
Tito Disclosing Party verifies that the Dlsolosing Parly has searched any and all records of (lie Dlsolosing Party and any and all predecessor entitles 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 Dlsolosing Party has found no suoh records,
2. The Disclosing Party verifies that, as a reaultof conducting the aearoh in step (1) above, the
Dlsolosing Party has found records of investments or profits ftom slavery or slaveholder insurance policies. The Dlsolosing Party verifies lhat the following constitutes fall disclosure of all such records, luotodlng the names ofany and all slaves or slaveholders described in those records:
SECTION VT - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE; If the Matter Is federally funded, complete mis Section VI Ifthe Matter Is not federally funded, proceed to Section VII. For purposes ofthis Section VL tax credits allocated by the City and proceeds of debt obligations oflhe Cily sue not federal funding,
A. CERTIFICATION REOARDINO LOBBYING
1. List below the names of all persons or entitles registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or ifthe letters "NA" or If tho word "None" appear, It will be conoluslvely presumed that the Disclosing Party means that NO persona or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contaots on behalf of the Disclosing Parly with respect to tlie Matter.)
2. Tlie Disclosing Parly has not spent and will not expend any federally appropriated funds to pay any person or entity listed In paragraph A(l) above for Ida or her lobbying activities or to pay any person or entity to Influence or attempt to Influence an officer or employee ofany agenoy, as defined by applicable federal law, a member of Congress, an oflicer or employee of Congress, or an employee Ver,1018-l PpSe9ofl5
of a member of Congress, in connection with tho 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.
Tlie Disclosing Party will submit an updated certification at the end of eaoh calendar quarter In which there occurs any ovent that materially affects the accuracy ofthe statements and information set forth In paragraphs A(l) aud A(2) above,
The Dlsolosing Parry certifies that either: (i) It is not an organisation described in section SO 1(c)(4) of the Internal Revenue Code of 1986} or (ii) It Is an organization described in section 501(c)(4) of (lie Internal Revenue Code of (986 but has not engaged and wilt not engage In "Lobbying Activities," as that term Is defined In the Lobbying Disclosure Act of 1995, as amended.
If the Dlsolosing Parry la the Applicant, the Dlsolosing Party must obtain certifications equal la 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 suoh subcontractors' certifications forthe duration of the Matter and must make suoh certifications promptly available to the City upon request
B. CERTIFICATION REGARDING EQUAL BMPLOYMBNT 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 Ihe Dlsolosing Party the Applicant? []Yes []No
If "Yes," answer tlie throe questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[JYes (JNo
Have you filed with the Joint Reporting Committee, tho Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under lhe applicable filing requirements?
[ JYes [JNo [] Reports not required
Have you participated In any previous contracts or subcontracts subject to the equal opportunity clause?
(JYes []No
Ifyou checked "No" to question (1) or (2) above, pleaso provide an explanation:
Puna 10 of IS
SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Dlsolosing Party understands and agrees that,'
A. The certifications, disclosures, ond acknowledgments contained in this BDS will become port ofany
contraot or other agreement botweon the Applicant aud the City In connection with the Matter, whether
procurement, City assistance, or other City aotion, and are material Inducements to tlie City's execution
of any contraot or taking oilier action with respect to the Matter, The Disclosing Party understands that
It must comply wilh all statutes, ordinances, and regulations on whloh this BDS is based,
B, The City's Governmental Btbica Ordinance, MCC Chapter 2-156, imposes certain duties and
obligations on persons or entities seeking City contracts, work, business, or transactio ns. The full text
of this ordinance and a training program is available on line at www.oltyofbhicj(».orfyjr^ica . 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 (his ordinance.
C. Ifthe City determines that any information provided in this BDS is false, incomplete or inaccurate,
any contraot or other agreement in connection with which it is submitted may be rescinded or be void
or voidable, and tho City may pursue any remedies under tho contraot or agreement (if not rescinded cr
void), at law, or in equity, inoluding terminating the Disclosing Party's participation in the Matter
and/or declining to allow the Dlsolosing Party to participate In other City transactions. Remedies at
law for a false statement of material fact may include tocarceratioa and an award to the City of treble
damages.
D, It Is tlie 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 in, and appended to, this BDS may be made publioly
available on the Internet, In response to a Freedom of Information Act request, or otherwise. By
completing and signing this EDS, the Disclosing Party waives and releases any possible rights or
claims which It may have against the City in connection with the publio release of Information
contained In this EDS and also authorizes the City to verify tlie acouraoy ofany information submitted
in tliis BDS.
B. The Information provided in this BDS must be kept current th the event of changes, the Dlsolosing Party must supplement this BDS up to Ihe time the City takes aotion on the Matter, If the Matter is a contraot being handled by the City's Department of Procurement Services; the Disclosing Party must update this BDS as the contract requires. NOTEt With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for ceitain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter L23 and Section 2-154-020.
Pajjoll of 15
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants lhat he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.
Chicago BH Hospital, LLC
(Print or type exact legal name of Disclosing Party)
By:
(Sign here)
Christopher Howard
(Print or type name of person signing)
Authorized Signatory
(Print or type title of person signing)
Signed and sworn to
Pago 12 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This AppondtK Is to be completed only by (a) (he Applicant, and (b) any legal entity which has a direct ownership Interest In the Applicant oxeeedlng 7.5%. It Is not to be completed by any legat entity which has only an indirect ownership Interest to the Applicant,
Under MCC Section 2-154-015, the Disclosing Parly mustdisolose whether such Disclosing Parly or any "Applicable Party" or any Spouse or Domestio Partner thereof currently has a "familial relationship" with any elected city offiolal or department head. A "familial relationship" exists If, as of the date this BDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof Is related to die mayor, any alderman, tho city cterk, tho 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 slater, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, scm-ln-taw, 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 tho Disclosing Party listed in Section U.B.l.a., If the Disclosing Party ia a coiporation; all partners ofthe Dlsolosing Party, ifthe Dlsolosing Party Is a general partnership; all general partners end limited partners ofthe Dlsolosing Party, ifthe Dlsolosing Party Is a limited partnership; all managers, managing members and tnombers ofthe Diaoloslng Party, Ifthe Dlsolosing Party is a limited liability company; (2) all prfnoipat officers ofthe Disclosing Parly, and (3) any person having more than a 7,5% ownership Interest In the Disclosing Party. "Prinolpal officers" means the president, chief operating officer, executive director, ohlef financial officer, treasurer or secretary of a legal entity or any person exercising similar authority,
Does tite Disclosing Party or any "Applicable Party" or any Spouse or Domestio Partner thereof currently havo a "familial relationship" with an elected city official or department head?
[]Yes (xJNo
If yes, please identify below (1) (lie name and title of suoh person, (2) tho name of the lepl entily to which suoh person is connected; (3) the name and tltte of the elected oily official or department head to whom suoh person has a familial relationship, and (4) the precise nature of suoh familial relationship.
Pflgoia of 19
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX IJ
BUILDING CODE SCOFPLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest In tlie Applicant exceeding 7.5% (an "Owner"). It ia not to bo completed by any legal entity which has only an Indirect ownership interest In tlie Applicant
Pursuant to MCC Section 2-154-010, is tlie Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[JYes fcJNo
Ifthe Applicant is a legal entity publicly traded on any exchange, is any officer or director of (lie Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ ] No [X] The Applicant Is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of eaoh person or legal entity Identified as a building code scofflaw or problem landlord and the address of each building or buildings to which tlie pertinent code violations apply.
Pago 14 of 19
CITY OF CHICAQO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX C
PROHIBITION ON WAGE St SALARY HISTORY SCREENING - CERTIFICATION
Tills Appendix Is to be completed only by an Applioant that Is completing this BDS as a "contractor" as defined In MCC Section 2-92-385. That seotion, whloh should bo consulted i www.amlecal.comV generally covers a party to any agreotnent pursuant to whtoh they: (I) receive City of Chicago funds In consideration for services, work or goods provided (including for legal or other professional services), or (11) pay tho City money for a license, grant or concession allowing litem to conduct a business on City premises.
On behalf of an Applioant (hat Is n contractor pursuant to MCC Section 2-92-385,1 hereby cortlfy that the Applicant Ib In compliance with MCC Seotton 2-92-385(b)(t) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ti) seeking job applicants' wage or salary history from current or former employers, I also certify that the Applioant has adopted a polloy that Inoludes those prohibitions.
[ ]Yos
[JNo
[xj N/A -I am not an Applicant that is a "contractor" as defined in MCC Section 2*92-385. This certiBootlon shall servo as Iho affidavit requlwd by MCC Section 2-92-38S(c)(l). Ifyou oliecked "no" to the above, please explain.
Pajio 16of IS
EXHIBIT 1
SECTION li (B.l)
IS»M«iiil,l^,,-
Reave B, Waud Chairman
Jason R. Bernhanl Director
E. Perot Blssel Director
Michael J.Fiicel Director
Vicky Greg Director
William F. Qrleco Director
WadeD, Miquelon Director
Chris Hunter Chief Executive Officer and Director
William M, Petrle M.D. Director
David Duckworth Chief Financial Officer
John S. Holllnswo'rth Executive Vice President of Operations .
l.arryHarrod Executive Vice president, Finance
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: Acadia Healthcare Company, Inc.
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[x] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: Chicago BH Hospital, LLC
OR
[ ] a legal entily with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:
B. Business address of the Disclosing Party: 6100 Tower Ctrte, Ste 10 CD
Franklin, TN 37067
Telephone: 615-861-7578 Fax: Email:)erry.corbett@acadiah'ealthcare.com
Name of contact person; Jerry Corbett
Federal Employer Identification No. (if you have one):
Brief description of the Matter to which this EDS pertains. (Include project number and location of
property, if applicable): Request for resolution supporting a class 7(c) incentive for the following
properties:4720 North Clarendon. Chicago. IL - 484O North Marine Drive. Chicago. IL. -
850 West Lawrence Avenue. Chicago. IL
Which City agency or department is requesting this EDS? Department of Planning and Development
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # N/A and Contract # N/A
Ver.2018-1 Page lof 15
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
I. Indicate the nature of the Disclosing Party:
[ ] Person [ ] Limited liability company
[X] Publicly registered business corporation [ ] Limited liability partnership
[ ] Privately held business corporation [ ] Joint venture
[ ] Sole proprietorship [ ] Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501 (c)(3))?
[ ] Limited partnership [ ] Yes [ ] No
[ ] Trust [ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
Delaware
3. For legal entities not organized in the State oflllinois: Has the organization registered to do
business in the State oflllinois as a foreign entity?
[x] Yes [ ] No [ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title See Exhibit 1, Attached
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, inteiest of a member or manager in a
Page 2 oft 5
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
None
SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [ ] Yes ] No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes jx ] No
If "yes" to either of the above, please identify below the name(s) of such City elected officials) and describe such income or compensation:
Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ ] Yes k] No
If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll, 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 15
Name (indicate whether Business retained or anticipated Address to be retained)
225 W. Randolph SI.,
Relationship to Disclosing Party (subcontractor, attorney, lobbyist, etc.)
Fees (Indicate whether
paid or estimated.1! NOTE:
"hourly rate" or "t.b.d." is
not an acceptable response.
est. $30,000
(Add sheets if necessary)
[ ] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term,
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] 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 [X] No
FURTHER CERTIFICATIONS
[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date ofthis EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment ofany fine, fee, tax or other soui ce of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
Page 4 of 15
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) ofthis EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern;
• the Disclosing Patty;
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 IS
Neither the Disclosing Patty, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor; an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State oflllinois, or any agency of the federal government or ofany state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance),
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 IJXS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any slate or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee 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 MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V,
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such
Ver.2018-1 Page 6 of 15
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
II. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below: None
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best of the Disclosing Party's knowledge after reasonable inquiry, tlie following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none"). None
13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient. None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is (x] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
Page 7 of IS
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within (he meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
If the letters "NA," tlie word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D,
In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name ofany other person or entity in the Matter?
[ ) Yes M No
NOTE: Ifyou checked "Yes" to Item D(l), proceed to Items D(2) and D(3). Ifyou checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [x] No
If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:
Name Business Address Nature of Financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
Page 8 of IS
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with lhe City in connection with the Matter voidable by the City.
V 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 regaiding 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 ail persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
hlfinl .
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 Pago 9 of 15
of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration 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:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question (I) or (2) above, please provide an explanation:
Page 10 of 15
SECTION VU FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.citYofchicago.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of 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 ofany information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, die Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGD3ILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.
Page 11 of 15
CERTIFICATION
Under penalty of perjur y, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.
Acadia Hcnthcare Company, Inc. (Print or type exact legal name of Disclosing Pat ty)
By:
(Sign here)
Christopher Howard
(Print or type name of person signing)
Authorized Signatory
(Print or type title ofperson signing)
Page 12 of IS
j
i
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) (he Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest iu the Applicant.
Under MCC Section 2-154-015, the Disclosihg 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 Parly" 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. 1 .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 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% 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 15
]
I
I
I
i
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX It
BUILDING CODE SCOFFLAW7PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership inteiest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes fie] No
Ifthe Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes |)C] No [ ] The Applicant is not publicly haded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
Page 14 of IS
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amleeal.com ). generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (11) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
[ ]YeS
[ ]No
[x] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). Ifyou checked "no" to the above, please explain.
Page 15 of 15
EXHIBIT 1
SECTION II (B.1)
name. - : K-j OTE.• '.^
Reeve B. Waud Chairman
Jason R. Bernhard Director
E. Perot Bissel Director
Michael J. Fucci Director
Vicky Greg Director
William F.Grieco Director
Wade 0. Miquelon Director
Debra K. Osteen Chief Executive Officerand Director
William M.PetrieM.D. Director
David Duckworth Chief Financial Officer
JohnS. Hollinsworth Executive Vice President of Operations
Larry Harrod Executive Vice President, Finance
Christopher L. Howard Executive VP, General Counsel and Secretary